F-4

As filed with the Securities and Exchange Commission on September 29, 2006

Registration No. 333-      

FORM F-4

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

Avago Technologies Finance Pte. Ltd.

(Exact name of registrant issuer as specified in its charter)

(Not Applicable)

(Translation of the registrant’s name into English)

SEE TABLE OF ADDITIONAL REGISTRANTS

Republic of Singapore	3674	Not Applicable
(State or other jurisdiction of incorporation)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

1 Yishun Avenue 7

Singapore 768923

Tel: (65) 6755-7888

(Address, including zip code, and telephone number, including area code,

of registrants’ principal executive offices)

Corporation Service Company

1090 Vermont Avenue NW

Washington DC, 20005

Tel: (800) 222-2122

(Name, address, including zip code, and telephone number, including area code,

of agent for service)

With a copy to:

Anthony J. Richmond, Esq.

William C. Davisson, Esq.

Latham & Watkins LLP

140 Scott Drive

Menlo Park, California 94025

Tel: (650) 328-4600

Approximate date of commencement of proposed exchange offers:  As soon as practicable after this Registration Statement is declared effective.

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o

Calculation of Registration Fee

		Proposed	Proposed
	Amount to be	Maximum Offering	Maximum Aggregate
Title of Each Class of Securities to be Registered	Registered	Price Per Note	Offering Price(1)	Amount of Registration Fee
101/8% Senior Notes due 2013	$500,000,000	100%	$500,000,000	$53,500
Senior Floating Rate Notes due 2013	$250,000,000	100%	$250,000,000	$26,750
117/8% Senior Subordinated Notes due 2015	$250,000,000	100%	$250,000,000	$26,750
Guarantees of 101/8% Senior Notes due 2013(2)	N/A(3)	(3)	(3)	(3)
Guarantees of Senior Floating Rate Notes due 2013(2)	N/A(3)	(3)	(3)	(3)
Guarantees of 117/8% Senior Subordinated Notes due 2015(2)	N/A(3)	(3)	(3)	(3)

(1)	Estimated solely for the purpose of calculating the registration fee under Rule 457(f) of the Securities Act of 1933, as amended (the “Securities Act”).
(2)	See inside facing page for additional registrant subsidiary co-issuers and guarantors.
(3)	Pursuant to Rule 457(n) under the Securities Act, no separate filing fee is required for the guarantees.

The Registrants hereby amend this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrants shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

TABLE OF ADDITIONAL REGISTRANT SUBSIDIARY CO-ISSUERS AND GUARANTORS

		Primary
	State or Other	Standard			Address, Including Zip Code and
	Jurisdiction of	Industrial		I.R.S. Employer	Telephone Number,
Exact Name as	Incorporation or	Classification		Identification	Including Area Code, of Principal
Specified in its Charter	Organization	Number		Number	Executive Offices
Avago Technologies U.S. Inc.	Delaware		3674	20-3387670	350 West Trimble Road San Jose, California 95131 Tel: (408) 435-7400
Avago Technologies Wireless (U.S.A.) Manufacturing Inc.	Delaware		3674	20-3514362	350 West Trimble Road San Jose, California 95131 Tel: (408) 435-7400
Avago Technologies ECBU IP (Singapore) Pte. Ltd.	Singapore		3674	Not Applicable	1 Yishun Avenue 7 Singapore 768923 Tel: (65) 6755-7888
Avago Technologies Enterprise IP (Singapore) Pte. Ltd.	Singapore		3674	Not Applicable	1 Yishun Avenue 7 Singapore 768923 Tel: (65) 6755-7888
Avago Technologies Fiber IP (Singapore) Pte. Ltd.	Singapore		3674	Not Applicable	1 Yishun Avenue 7 Singapore 768923 Tel: (65) 6755-7888
Avago Technologies General IP (Singapore) Pte. Ltd.	Singapore		3674	Not Applicable	1 Yishun Avenue 7 Singapore 768923 Tel: (65) 6755-7888
Avago Technologies International Sales Pte. Limited	Singapore		3674	Not Applicable	1 Yishun Avenue 7 Singapore 768923 Tel: (65) 6755-7888
Avago Technologies Manufacturing (Singapore) Pte. Ltd.	Singapore		3674	Not Applicable	1 Yishun Avenue 7 Singapore 768923 Tel: (65) 6755-7888
Avago Technologies Sensor IP Pte. Ltd.	Singapore		3674	Not Applicable	1 Yishun Avenue 7 Singapore 768923 Tel: (65) 6755-7888
Avago Technologies Wireless IP (Singapore) Pte. Ltd.	Singapore		3674	Not Applicable	1 Yishun Avenue 7 Singapore 768923 Tel: (65) 6755-7888
Avago Technologies Sensor (U.S.A.) Inc.	Delaware		3674	20-4522743	350 West Trimble Road San Jose, California 95131 Tel: (408) 435-7400
Avago Technologies U.S. R&D Inc.	Delaware		3674	20-3379093	350 West Trimble Road San Jose, California 95131 Tel: (408) 435-7400
Avago Technologies Wireless (U.S.A.) Inc.	Delaware		3674	20-3514309	350 West Trimble Road San Jose, California 95131 Tel: (408) 435-7400
Avago Technologies (Malaysia) Sdn. Bhd.	Malaysia		3674	Not Applicable	Bayan Lepas Free Industrial Zone 11900 Penang, Malaysia Tel: (604) 643-0611
Avago Technologies Enterprise Holding (Labuan) Corporation	Labuan		3674	Not Applicable	Unit Level 13(E), Main Office Tower Financial Park Labuan Jalan Merdeka, 87000 Federal Territory of Labuan, Malaysia Tel: 6087 451 688
Avago Technologies Fiber Holding (Labuan) Corporation	Labuan		3674	Not Applicable	Unit Level 13(E), Main Office Tower Financial Park Labuan Jalan Merdeka, 87000 Federal Territory of Labuan, Malaysia Tel: 6087 451 688

		Primary
	State or Other	Standard			Address, Including Zip Code and
	Jurisdiction of	Industrial		I.R.S. Employer	Telephone Number,
Exact Name as	Incorporation or	Classification		Identification	Including Area Code, of Principal
Specified in its Charter	Organization	Number		Number	Executive Offices
Avago Technologies Imaging Holding (Labuan) Corporation	Labuan		3674	Not Applicable	Unit Level 13(E), Main Office Tower Financial Park Labuan Jalan Merdeka, 87000 Federal Territory of Labuan, Malaysia Tel: 6087 451 688
Avago Technologies Storage Holding (Labuan) Corporation	Labuan		3674	Not Applicable	Unit Level 13(E), Main Office Tower Financial Park Labuan Jalan Merdeka, 87000 Federal Territory of Labuan, Malaysia Tel: 6087 451 688
Avago Technologies Wireless Holding (Labuan) Corporation	Labuan		3674	Not Applicable	Unit Level 13(E), Main Office Tower Financial Park Labuan Jalan Merdeka, 87000 Federal Territory of Labuan, Malaysia Tel: 6087 451 688
Avago Technologies Holdings B.V.	Netherlands		3674	Not Applicable	Naritaweg 165, Telestone 8 1043 BW Amsterdam, the Netherlands Tel: +31 (0) 20 5722 312
Avago Technologies Storage Holdings B.V.	Netherlands		3674	Not Applicable	Naritaweg 165, Telestone 8 1043 BW Amsterdam, the Netherlands Tel: +31 (0) 20 5722 312
Avago Technologies Wireless Holdings B.V.	Netherlands		3674	Not Applicable	Naritaweg 165, Telestone 8 1043 BW Amsterdam, the Netherlands Tel: +31 (0) 20 5722 312
Avago Technologies Canada Corporation	Canada		3674	Not Applicable	5300 Commerce Court West 199 Bay Street Toronto, Ontario M5L 1B9 Canada Tel: (416) 869-5500
Avago Technologies GmbH	Germany		3674	Not Applicable	Herrenberger Strasse 130 71034 Boeblingen Germany Tel: (49) 7031 464 1955
Avago Technologies Italy S.r.l.	Italy		3674	Not Applicable	Via Schiaparelli 12 10148 Torino, Italy Tel: (39) 02926081
Avago Technologies Japan, Ltd.	Japan		3674	Not Applicable	7th floor, Sumitomo-Fudosan Aobadai Hills, 7-7 Aobadai 4-chome Meguro-ku, Tokyo 153-0042 Japan Tel: 81-3-6407-2727
Avago Technologies Mexico, S. de R.L. de C.V.	Mexico		3674	Not Applicable	San Francisco No. 1005, P.B. Colonia Del Valle, C.P. 03100 México, D.F., México Tel: (52-55) 5687-9133
Avago Technologies U.K. Limited	England		3674	Not Applicable	Building A, Trinity Court Wokingham Road Bracknell RG42 1PL United Kingdom Tel: 44 1344 668 342

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED SEPTEMBER 29, 2006

PROSPECTUS

Avago Technologies Finance Pte. Ltd.

(Organized Under the Laws of Singapore)

Offers to Exchange

$500,000,000 principal amount of 101/8% Senior Notes due 2013, $250,000,000 principal amount of Senior Floating Rate Notes due 2013 and $250,000,000 principal amount of 117/8% Senior Subordinated Notes due 2015, all of which have been registered under the Securities Act of 1933, for any and all outstanding 101/8% Senior Notes due 2013, Senior Floating Rate Notes due 2013 and 117/8% Senior Subordinated Notes due 2015, respectively.

We are conducting the exchange offers in order to provide you with an opportunity to exchange your unregistered notes for freely tradable notes that have been registered under the Securities Act.

The Exchange Offers

•  We will exchange all outstanding notes that are validly tendered and not validly withdrawn for an equal principal amount of exchange notes that are freely tradable.

•  You may withdraw tenders of outstanding notes at any time prior to the expiration date of the exchange offers.

•  The exchange offers expire at 12:00 a.m. midnight, New York City time, on          , 2006, unless extended. We do not currently intend to extend the expiration date.

•  The exchange of outstanding notes for exchange notes in the exchange offers will not be a taxable event for U.S. federal income tax purposes or Singapore tax purposes.

•  The terms of the exchange notes to be issued in the exchange offers are substantially identical to the outstanding notes, except that the exchange notes will be freely tradable.

Results of the Exchange Offers

•  The exchange notes may be sold in the over-the-counter market, in negotiated transactions or through a combination of such methods. We do not plan to list the notes on a national market in the United States or elsewhere.

All untendered outstanding notes will continue to be subject to the restrictions on transfer set forth in the outstanding notes and in the applicable indenture. In general, the outstanding notes may not be offered or sold, unless registered under the Securities Act, except pursuant to an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws. Other than in connection with the exchange offers, we do not currently anticipate that we will register the outstanding notes under the Securities Act.

Each broker-dealer that receives exchange notes for its own account pursuant to the exchange offers must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of exchange notes received in exchange for the outstanding notes where such outstanding notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. We have agreed that, starting on the expiration date of the exchange offers and ending on the close of business one year after the expiration date, we will make this prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.”

See “Risk Factors” beginning on page 14 for a discussion of certain risks that you should consider before participating in the exchange offers.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the exchange notes to be issued in the exchange offers or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is          , 2006.

You should rely only on the information contained in this prospectus. We have not authorized anyone to provide you with different information. If you receive any other information, you should not rely on it. We are not making an offer of these securities in any state where the offer is not permitted.

TABLE OF CONTENTS

	Page
Prospectus Summary		1
Risk Factors		14
Forward-Looking Statements		34
Significant Transactions		35
Use of Proceeds		36
Capitalization		37
Selected Financial Information		38
Management’s Discussion and Analysis of Financial Condition and Results of Operations		40
Industry Overview		54
Business		57
Management		66
Security Ownership of Certain Beneficial Owners		76
Certain Relationships and Related Party Transactions		79
Description of Other Indebtedness		83
The Exchange Offers		85
Description of Exchange Senior Notes		95
Description of Exchange Senior Subordinated Notes		153
Tax Consequences of the Exchange Offers		213
Certain ERISA Considerations		215
Plan of Distribution		217
Legal Matters		218
Experts		218
Where You Can Find More Information		218
Index to Consolidated Financial Statements		F-1
EXHIBIT 3.1
EXHIBIT 3.2
EXHIBIT 3.3
EXHIBIT 3.4
EXHIBIT 3.5
EXHIBIT 3.6
EXHIBIT 3.7
EXHIBIT 3.8
EXHIBIT 3.9
EXHIBIT 3.10
EXHIBIT 3.11
EXHIBIT 3.12
EXHIBIT 3.13
EXHIBIT 3.14
EXHIBIT 3.15
EXHIBIT 3.16
EXHIBIT 3.18
EXHIBIT 3.19
EXHIBIT 3.20
EXHIBIT 3.21
EXHIBIT 3.22
EXHIBIT 3.23
EXHIBIT 3.24
EXHIBIT 3.25
EXHIBIT 3.26
EXHIBIT 3.27
EXHIBIT 3.28
EXHIBIT 3.29
EXHIBIT 3.30
EXHIBIT 3.31
EXHIBIT 3.32
EXHIBIT 3.33
EXHIBIT 3.34
EXHIBIT 3.35
EXHIBIT 3.36
EXHIBIT 3.37
EXHIBIT 3.38
EXHIBIT 3.39
EXHIBIT 3.40
EXHIBIT 3.41
EXHIBIT 3.42
EXHIBIT 3.43
EXHIBIT 4.1
EXHIBIT 4.2
EXHIBIT 4.3
EXHIBIT 4.4
EXHIBIT 4.5
EXHIBIT 10.1
EXHIBIT 10.10
EXHIBIT 10.11
EXHIBIT 10.12
EXHIBIT 10.13
EXHIBIT 10.16
EXHIBIT 10.17
EXHIBIT 10.18
EXHIBIT 10.19
EXHIBIT 10.20
EXHIBIT 10.21
EXHIBIT 10.22
EXHIBIT 10.23
EXHIBIT 10.24
EXHIBIT 10.25
EXHIBIT 10.26
EXHIBIT 10.27
EXHIBIT 10.28
EXHIBIT 10.29
EXHIBIT 10.30
EXHIBIT 10.31
EXHIBIT 10.33
EXHIBIt 12.1
EXHIBIT 21.1
EXHIBIT 23.11
EXHIBIT 23.12
EXHIBIT 25.1
EXHIBIT 25.2

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REGISTRATION STATEMENT
ON FORM F-4

The issuer and the subsidiary co-issuers and guarantors have filed with the Securities and Exchange Commission (SEC) a registration statement on Form F-4 under the Securities Act relating to the exchange offers that incorporates important business and financial information about us that is not included in or delivered with this prospectus. This prospectus does not contain all of the information included in the registration statement. The information is available without charge to holders of the securities upon written or oral request to Avago Technologies Finance Pte. Ltd., 1 Yishun Avenue 7, Singapore 768923, Attention: Pe-Wynn Kin, telephone number (65) 6755-7888. To obtain timely delivery, note holders must request the information no later than five business days before the expiration date of the exchange offers, which is          , 2006. If we have made references in this prospectus to any contracts, agreements or other documents and also filed any of those contracts, agreements or documents as exhibits to the registration statement, you should read the relevant exhibit for a more complete understanding of the document or matter involved.

ENFORCEMENT OF CIVIL LIABILITIES UNDER

UNITED STATES FEDERAL SECURITIES LAWS

We are incorporated under the laws of the Republic of Singapore, and a majority of our consolidated assets are located outside the United States. Although we are incorporated outside the United States, we have agreed to accept service of process in the United States through our agent designated for that purpose. Nevertheless, it may be difficult for you to enforce civil liabilities against us in courts outside the United States. Furthermore, since a majority of the consolidated assets owned by us are located outside the United States, any judgment obtained in the United States against us may not be collectible within the United States. There is no treaty between the United States and Singapore providing for the reciprocal recognition and enforcement of judgments. As a result, U.S. judgments are not automatically enforceable in Singapore. We have been advised that judgments of U.S. courts based on the civil liability provisions of the federal securities laws of the United States may not be enforceable in Singapore courts. We have also been advised that there is doubt as to whether Singapore courts will enter judgments in original actions brought in Singapore courts based solely upon the civil liabilities provisions of the U.S. securities laws.

INDUSTRY AND MARKET DATA

We obtained the industry, market and competitive position data used throughout this prospectus from our own internal estimates and research as well as from industry publications and research, surveys and studies conducted by third-parties. Industry publications, studies and surveys generally state that they have been obtained from sources believed to be reliable, although they do not guarantee the accuracy or completeness of such information. While we believe that each of these publications, studies and surveys is reliable, we have not independently verified industry, market and competitive position data from third-party sources. While we believe our internal business research is reliable and market definitions are appropriate, neither such research nor these definitions have been verified by any independent source.

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PROSPECTUS SUMMARY

This summary highlights key aspects of the information contained elsewhere in this prospectus. This summary does not contain all of the information you should consider before making your investment decision. You should read this summary together with the entire prospectus, including the information presented under the heading “Risk Factors” and the historical financial statements and related notes appearing elsewhere in this prospectus. As used in this prospectus, “Avago,” “Company,” “we,” “our,” “us” or “Successor” refer to Avago Technologies Finance Pte. Ltd. and its subsidiaries on a consolidated basis, unless otherwise indicated. As used in this prospectus, “Predecessor” refers to the Semiconductor Products Group business segment of Agilent Technologies, Inc. Our fiscal year end is October 31. Unless otherwise stated, all years refer to our fiscal year. Unless otherwise noted or the context otherwise makes clear, all discussions of historical data include the results of the camera module business, which was sold on February 3, 2005 (the “Camera Module Business”) and exclude the results of the storage business, which was sold on February 28, 2006 (the “Storage Business”), and the printer ASICs business, which was sold on May 1, 2006 (the “Printer ASICs Business” and, together with the Storage Business, the “Discontinued Operations”).

Our Business

We are a leading global supplier of a broad range of mostly analog semiconductors that enable digital semiconductors to effectively interpret and interface with users in the real world. Our diverse product portfolio is based on proprietary technologies for light-emitting diodes (LEDs), motion control encoders, high-frequency microwave and millimeter-wave devices, image sensors, optical sensors, optical isolators, infrared receivers, fiber optic transceivers, integrated radio frequency (RF) devices and high speed serializers/deserializers. We have a 40-year history, dating back to our origins within Hewlett-Packard, and have developed extensive intellectual property that currently includes more than 2,000 patents and patent applications.

We have a portfolio of more than 6,000 products comprised primarily of analog (including mixed-signal and optoelectronic) semiconductors. These product categories typically have longer commercial life cycles and more stable average selling prices due to more specialized design requirements relative to digital or memory semiconductors. Applications for our products include cellular phones and infrastructure, data networking and telecommunications equipment, optical mice, LED displays, consumer appliances, office and factory automation, automotive signaling and dashboard illumination, and plasma displays. By processing optical, audio and RF signals, color images, and other real world phenomena, our products enable digital semiconductors to effectively interpret and interface with users in the real world.

We apply our design expertise and deep system-level knowledge to serve four primary target markets: wireless communications, wired infrastructure, industrial/automotive electronics and computing peripherals.

•  Wireless Communications:  We support the wireless industry with a broad variety of RF semiconductor devices, including diodes and discrete transistors, monolithic microwave integrated circuits (MMICs), filters and duplexers using our proprietary film bulk acoustic resonator (FBAR) technology, and front end modules that incorporate multiple die into multi-function RF devices. The broad range of our RF portfolio allows us to address applications ranging from mobile handsets and infrastructure to satellite communications, point-to-point communications, military communications, and wireless networking for computing applications. Our expertise in amplifier design, FBAR technology and module integration capability enables us to offer industry-leading efficiency in RF transmitter applications. Our proprietary gallium arsenide (GaAs) processes are critical to the production of low noise amplifier (LNA) products. In addition to RF devices, we provide a variety of peripheral devices for mobile handset applications. We were an early developer of complementary metal-oxide semiconductor (CMOS) image sensors for camera-phone applications and today supply image sensor components to camera module assemblers for integration into handsets. We also supply LEDs for camera-phone flashes and for backlighting applications in mobile handset keypads, as well as sensors for backlighting control and infrared transceivers to enable secure access of files in mobile phones and smartphones.

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•  Wired Infrastructure:  In the telecommunications, storage and Ethernet networking markets, we supply transceivers that receive and transmit information along optical fibers. We provide a range of options for customers to select the bandwidth desired, including options ranging from 125 MBd Fast Ethernet transmitters and receivers to 10 Gigabit storage transceivers. We also supply parallel optic transceivers with as many as 12 parallel channels. In metropolitan networking applications, we supply SONET-compliant transceivers ranging from OC-3 to OC-192 standards. We also supply components for networking and enterprise storage I/O applications, including serializers/deserializers (SerDes) integrated into application specific integrated circuits (ASICs). Our CMOS processes provide low power consumption and superior noise immunity.

•  Industrial/Automotive Electronics:  We provide a broad variety of products for the general industrial, automotive and consumer appliance markets. LEDs and related integrated modules represent a significant product family, with a number of different colors, form factors and integration options. Our LEDs provide reliability, using aluminum indium gallium phosphide (AlInGaP), indium gallium nitride (InGaN) and gallium phosphide (GaP) materials, among others, to cover a wide spectrum of colors and brightness levels. Our LEDs offer high brightness and stable light output over thousands of hours, enabling us to support the electronic signs and signals market with LED assemblies for traffic signals, large commercial signs and other displays. We also offer optical isolators, or optocouplers, which provide electrical insulation and signal isolation for systems that are susceptible to electrical noise caused by crosstalk, power glitches or electrical interference. Our ability to integrate LEDs, detectors and communication ICs enables us to offer high performance with respect to isolation and power dissipation, as well as high speed digital optocouplers. Optocouplers are used in a diverse set of applications, including industrial motors, power generation and distribution systems, switching power supplies, medical equipment, telecommunications equipment, consumer appliances, computers and office equipment, plasma displays, and military electronics. Industrial motors and robotics require optical sensors for motion control. We supply optical encoders in module form and housed in ingress-protected enclosures, as well as ICs for the controller and decoder functions to accompany the motion sensors themselves. For industrial networking, we provide fast Ethernet transceivers using plastic optical fiber that enable quick and interoperable networking in industrial control links and factory automation and for medical equipment.

•  Computing Peripherals:  We manufacture motion control encoders that control the paper feed and print head movement in printers and other office automation products. In addition, we were an early developer of image sensors for optical mouse applications, using LEDs and CMOS image sensors to create a subsystem that can detect motion over an arbitrary desktop surface. We are a leading supplier of image sensors for optical mice today, and have launched a new line of laser-based mouse products with improved precision. Many PCs incorporate infrared transceivers for “beaming” information to and from handheld devices or printers, and we supply transceivers that can be used for these applications. Computer displays, especially in notebook computer applications, use our products for LED backlighting and sensors to control display brightness based on ambient light conditions.

We have a diversified and historically stable customer base, which we serve through a multi-channel sales and fulfillment system. We believe that customers buy our products due to continued innovation, quality and effective service. We distribute most of our products through a broad distribution network. We are a leading supplier to two of the largest global electronic components distributors, and we have a direct sales force focused on supporting large OEM customers.

We pursue a primarily fabless business model, which is defined by the Fabless Semiconductor Association to mean that at least 75% of our wafer manufacturing by volume is outsourced. We differentiate our business through effective supply chain management, multiple distribution channels and a highly variable cost operating model. We have over 35 years of operating history in the Asia Pacific region, where approximately three-quarters of our employees are located and where we produce or source a significant portion of our products. Our presence in Asia provides us with close proximity to many of our customers and to a major center of the worldwide electronics supply chain. We maintain highly collaborative design and product development

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engineering resources around the world, including three design centers in the United States, three in Asia and one in Europe.

Avago Technologies Finance Pte. Ltd. was incorporated under the laws of Singapore in September 2005. Our principal executive offices are located at 1 Yishun Avenue 7, Singapore 768923, and our telephone number is (65) 6755-7888.

Significant Transactions

On December 1, 2005, our parent company (Avago Technologies Limited), a limited company organized under the laws of the Republic of Singapore (“Parent”), completed its acquisition of the assets of Agilent’s Semiconductor Products Group business segment (the “Acquisition”) for approximately $2.7 billion. Investors (the “Equity Investors”) invested approximately $1,300 million, consisting of $1,050 million of ordinary shares and $250 million of redeemable convertible preference shares, in our business as part of the Acquisition. These funds were invested by the Equity Investors directly or indirectly in Parent, which contributed the proceeds to its wholly owned subsidiary, Avago Technologies Holding Pte. Ltd., a private limited company organized under the laws of the Republic of Singapore (“Holdings”), which in turn contributed the proceeds to its wholly owned subsidiary, Avago Technologies Finance Pte. Ltd., a Singapore private limited company and one of the issuers of the notes.

In connection with the financing of the Acquisition, we issued $1,000 million principal amount of notes and entered into senior credit facilities in an aggregate principal amount of $975 million, consisting of a six-year revolving credit facility in an aggregate principal amount of $250 million and a seven-year term loan facility in an aggregate principal amount of up to $725 million, of which $475 million was drawn at the closing of the Acquisition. Up to $250 million was available under our term loan facility on a delayed-draw basis until April 30, 2006. On January 26, 2006, as permitted by our senior credit agreement and the indentures governing the outstanding notes, we drew the full $250 million under the delayed-draw portion of our term loan facility to retire all of our redeemable convertible preference shares. As of July 31, 2006, we had permanently repaid all outstanding amounts under the term loan facility.

On February 28, 2006, we sold our Storage Business to PMC-Sierra, Inc. We used the $420 million of net proceeds from the sale of our Storage Business to permanently repay borrowings under our term loan facility. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Dispositions.”

On May 1, 2006, we sold our Printer ASICs Business to Marvell Technology Group Ltd. (“Marvell”). Our agreement with Marvell also provides for up to $35 million in additional performance-based payments by Marvell to us upon the achievement of certain revenue targets by the acquired business. We used the $245 million of net proceeds from the sale of our Printer ASICs Business to permanently repay borrowings under our term loan facility. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Dispositions.”

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The Exchange Offers

In this prospectus, the term “outstanding fixed rate senior notes” refers to the outstanding 101/8% Senior Notes due 2013, the term “outstanding floating rate senior notes” refers to the outstanding Senior Floating Rate Notes due 2013 and the term “outstanding senior subordinated notes” refers to the outstanding 117/8% Senior Subordinated Notes due 2015, all of which are referred to collectively as the “outstanding notes.” The term “outstanding senior notes” refers collectively to the outstanding fixed rate senior notes and the outstanding floating rate senior notes. The term “exchange fixed rate senior notes” refers to the 101/8% Senior Notes due 2013, the term “exchange floating rate senior notes” refers to the Senior Floating Rate notes due 2013 and the term “exchange senior subordinated notes” refers to the 117/8% Senior Subordinated Notes due 2015, each as registered under the Securities Act of 1933, as amended (the “Securities Act”), and all of which are referred to collectively as the “exchange notes.” The term “exchange senior notes” refers collectively to the exchange fixed rate senior notes and the exchange floating rate senior notes. The terms “senior notes” and “senior subordinated notes” refer collectively to the outstanding senior notes and exchange senior notes and to the outstanding senior subordinated notes and exchange senior subordinated notes, respectively. The term “notes” refers collectively to the outstanding notes and the exchange notes.

General	On December 1, 2005, Avago Technologies Finance Pte. Ltd. and the subsidiary co-issuers issued $500 million aggregate principal amount of the outstanding fixed rate senior notes, $250 million aggregate principal amount of the outstanding floating rate senior notes and $250 million aggregate principal amount of the outstanding senior subordinated notes in a private offering. In connection with the private offering, Avago Technologies Finance Pte. Ltd. and the subsidiary co-issuers and guarantors of the notes entered into a registration rights agreement with the initial purchasers in which we agreed, among other things, to deliver this prospectus to you and to complete the exchange offers within 360 days after the date of original issuance of the outstanding notes. You are entitled to exchange in the applicable exchange offer your outstanding notes for exchange notes which are identical in all material respects to the outstanding notes except:
	• the exchange notes have been registered under the Securities Act;
	• the exchange notes are not entitled to any registration rights under the registration rights agreement; and
	• the liquidated damages provision of the registration rights agreement is no longer applicable.
The Exchange Offers	We are offering to exchange:
	• $500 million aggregate principal amount of exchange fixed rate senior notes which have been registered under the Securities Act for any and all of the outstanding fixed rate senior notes;
	• $250 million aggregate principal amount of exchange floating rate senior notes which have been registered under the Securities Act for any and all of the outstanding floating rate senior notes; and
	• $250 million aggregate principal amount of exchange senior subordinated notes which have been registered under the Securities Act for any and all of the outstanding senior subordinated notes.

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	You may only exchange outstanding notes with a minimum denomination of $2,000 or an integral multiple of $1,000 in excess thereof.
Resale	Based on an interpretation by the staff of the Securities and Exchange Commission (the “SEC”) set forth in no-action letters issued to third parties, we believe that the exchange notes issued pursuant to the exchange offers in exchange for outstanding notes may be offered for resale, resold and otherwise transferred by you (unless you are our “affiliate” within the meaning of Rule 405 under the Securities Act) without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that:
	• you are acquiring the exchange notes in the ordinary course of your business; and
	• you have not engaged in, do not intend to engage in, and have no arrangement or understanding with any person to participate in, a distribution of the exchange notes.
	If you are a broker-dealer and receive exchange notes for your own account in exchange for outstanding notes that you acquired as a result of market-making activities or other trading activities, you must acknowledge that you will deliver this prospectus in connection with any resale of the exchange notes. See “Plan of Distribution.” Any holder of outstanding notes that:
	• is our affiliate;
	• does not acquire exchange notes in the ordinary course of its business; or
	• tenders its outstanding notes in the exchange offer with the intention to participate, or for the purpose of participating, in a distribution of exchange notes;
	cannot rely on the position of the staff of the SEC enunciated in Morgan Stanley & Co. Incorporated (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the SEC’s letter to Shearman & Sterling, dated available July 2, 1993, or similar no-action letters and, in the absence of an exemption therefrom, must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale of the exchange notes.
Expiration Date	The exchange offers will expire at 12:00 a.m. midnight, New York City time, on          , 2006, unless extended by us. We do not currently intend to extend the expiration date.
Withdrawal	You may withdraw the tender of your outstanding notes at any time prior to the expiration of the applicable exchange offer. We will return to you any of your outstanding notes that are not accepted for any reason for exchange, without expense to you, promptly after the expiration or termination of the applicable exchange offer.

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Conditions to the Exchange Offers	Each exchange offer is subject to customary conditions, which we may waive. See “The Exchange Offers — Conditions to the Exchange Offers.”
Procedures for Tendering Outstanding Notes	If you are a record holder of notes and wish to participate in an exchange offer, you must complete, sign and date the applicable accompanying letter of transmittal, or a facsimile of such letter of transmittal, according to the instructions contained in this prospectus and the letter of transmittal. You must then mail or otherwise deliver the applicable letter of transmittal, or a facsimile of such letter of transmittal, together with the outstanding notes and any other required documents, to the exchange agent at the address set forth on the cover page of the letter of transmittal.
	If you hold outstanding notes through The Depository Trust Company (“DTC”) and wish to participate in the exchange offers, you must comply with the Automated Tender Offer Program procedures of DTC by which you will agree to be bound by the letter of transmittal. By signing, or agreeing to be bound by, the letter of transmittal, you will represent to us that, among other things:
	• you are not our “affiliate” within the meaning of Rule 405 under the Securities Act;
	• you do not have an arrangement or understanding with any person or entity to participate in the distribution of the exchange notes;
	• you are acquiring the exchange notes in the ordinary course of your business; and
	• if you are a broker-dealer that will receive exchange notes for your own account in exchange for outstanding notes that were acquired as a result of market-making activities, that you will deliver a prospectus, as required by law, in connection with any resale of such exchange notes.
Special Procedures for Beneficial Owners	If you are a beneficial owner of outstanding notes that are registered in the name of a broker, dealer, commercial bank, trust company or other nominee, and you wish to tender those outstanding notes in the applicable exchange offer, you should contact the registered holder promptly and instruct the registered holder to tender those outstanding notes on your behalf. If you wish to tender on your own behalf, you must, prior to completing and executing the applicable letter of transmittal and delivering your outstanding notes, either make appropriate arrangements to register ownership of the outstanding notes in your name or obtain a properly completed bond power from the registered holder. The transfer of registered ownership may take considerable time and may not be able to be completed prior to the expiration date of the exchange offers.
Guaranteed Delivery Procedures	If you wish to tender your outstanding notes and your outstanding notes are not immediately available or you cannot deliver your outstanding notes, the applicable letter of transmittal or any other required documents, or you cannot comply with the procedures under DTC’s Automated Tender Offer Program for transfer of

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	book-entry interests, prior to the expiration date, you must tender your outstanding notes according to the guaranteed delivery procedures set forth in this prospectus under “The Exchange Offers — Guaranteed Delivery Procedures.”
Effect on Holders of Outstanding Notes	As a result of the making of, and upon acceptance for exchange of all validly tendered outstanding notes pursuant to the terms of the exchange offers, we will have fulfilled a covenant under the registration rights agreement. Accordingly, there will be no increase in the interest rate on the outstanding notes under the circumstances described in the registration rights agreement. If you do not tender your outstanding notes in the applicable exchange offer, you will continue to be entitled to all the rights and limitations applicable to the outstanding notes as set forth in the applicable indenture, except Avago Technologies Finance Pte. Ltd. and the subsidiary co-issuers and guarantors of the notes will not have any further obligation to you to provide for the exchange and registration of the outstanding notes under the registration rights agreement. To the extent that outstanding notes are tendered and accepted in the exchange offers, the trading market for outstanding notes could be adversely affected.
Consequences of Failure to Exchange	All untendered outstanding notes will continue to be subject to the restrictions on transfer set forth in the outstanding notes and in the applicable indenture. In general, the outstanding notes may not be offered or sold, unless registered under the Securities Act, except pursuant to an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws. Other than in connection with the exchange offers, we do not currently anticipate that we will register the outstanding notes under the Securities Act.
Tax Consequences	The exchange of outstanding notes for exchange notes in the exchange offer will not be a taxable event for United States federal income tax purposes or Singapore tax purposes. See “Tax Consequences of the Exchange Offers.”
Use of Proceeds	We will not receive any cash proceeds from the issuance of exchange notes in the exchange offers. See “Use of Proceeds.”
Exchange Agent	The Bank of New York is the exchange agent for the exchange offers. The addresses and telephone numbers of the exchange agent are set forth in the section captioned “The Exchange Offers — Exchange Agent.”

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The Exchange Notes

The summary below describes the principal terms of the exchange notes. Certain of the terms and conditions described below are subject to important limitations and exceptions. The “Description of Exchange Senior Notes” and “Description of Exchange Senior Subordinated Notes” sections of this prospectus contain a more detailed description of the terms and conditions of the exchange notes. The exchange notes will have terms identical in all material respects to the outstanding notes, except that the exchange notes will not contain terms with respect to transfer restrictions, registration rights and additional interest for failure to observe certain obligations in the registration rights agreement.

Issuer	Avago Technologies Finance Pte. Ltd., a Singapore private limited company
Subsidiary Co-Issuers	Avago Technologies U.S. Inc. and Avago Technologies Wireless (U.S.A.) Manufacturing Inc., each a Delaware corporation and an indirect wholly owned subsidiary of Avago Technologies Finance Pte. Ltd.
Securities Offered	We are offering: $500 million aggregate principal amount of 101/8% Senior Notes due 2013, which we refer to as the exchange fixed rate senior notes; $250 million aggregate principal amount of Senior Floating Rate Notes due 2013, which we refer to as the exchange floating rate senior notes; and $250 million aggregate principal amount of 117/8% Senior Subordinated Notes due 2015, which we refer to as the exchange senior subordinated notes.
Maturity	The exchange fixed rate senior notes will mature on December 1, 2013. The exchange floating rate senior notes will mature on June 1, 2013. The exchange senior subordinated notes will mature on December 1, 2015.
Interest Rate	The exchange fixed rate senior notes will bear interest at a rate of 101/8% per annum. The exchange floating rate senior notes will bear interest at a rate per annum equal to three-month LIBOR plus 5.5%. Interest on the exchange floating rate senior notes will be reset quarterly. The exchange senior subordinated notes will bear interest at a rate of 117/8% per annum.
Interest Payment Dates	Interest on the exchange fixed rate senior notes and the exchange senior subordinated notes will be payable on June 1 and December 1. Interest on the exchange floating rate senior notes will be payable on March 1, June 1, September 1 and December 1. Interest will accrue from the issue date of the notes.
Ranking	The exchange senior notes will be our senior unsecured obligations and will:
	• rank senior in right of payment to our debt and other obligations that are, by their terms, expressly subordinated in right of payment to the exchange senior notes, including the senior subordinated notes;
	• rank equally in right of payment to all of our senior debt and other obligations that are not, by their terms, expressly subordinated in right of payment to the exchange senior notes; and
	• be effectively subordinated in right of payment to all of our secured debt (including obligations under our senior credit

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	facilities), to the extent of the value of the assets securing such debt, and be structurally subordinated to all obligations of each of our subsidiaries that is not a guarantor of the exchange senior notes.
	The exchange senior subordinated notes will be our unsecured senior subordinated obligations and will:
	• be subordinated in right of payment to our senior debt, including the senior credit facilities and the senior notes;
	• rank equally in right of payment to all of our future senior subordinated debt;
	• be effectively subordinated in right of payment to all of our secured debt (including the senior credit facilities), to the extent of the value of the assets securing such debt, and be structurally subordinated to all obligations of each of our subsidiaries that is not a co-obligor or guarantor of the exchange senior subordinated notes; and
	• rank senior in right of payment to all of our future debt and other obligations that are, by their terms, expressly subordinated in right of payment to the exchange senior subordinated notes.
	As of July 31, 2006, (1) the outstanding senior notes and related guarantees ranked senior to the $250 million of outstanding senior subordinated notes, (2) the outstanding senior subordinated notes and related guarantees ranked junior to approximately $750 million of senior indebtedness under the senior notes, and (3) we had $250 million available under our revolving credit facility (including letters of credit).
Subsidiary Guarantors	Each of our subsidiaries that guarantees the obligations under our senior credit facilities, other than the subsidiary co-issuers of the exchange notes, will initially jointly and severally and unconditionally guarantee the exchange senior notes on a senior unsecured basis and the exchange senior subordinated notes on a senior subordinated unsecured basis. The guarantees of the exchange senior notes will rank equally with all other senior unsecured indebtedness of the guarantors. The guarantees of the exchange senior subordinated notes will be subordinated to all senior indebtedness of the guarantors.
Optional Redemption	At any time prior to December 1, 2009, we may redeem some or all of the exchange senior fixed rate notes for cash at a redemption price equal to 100% of their principal amount plus an applicable make-whole premium (as described in “Description of Exchange Senior Notes — Optional Redemption — Fixed Rate Senior Notes”) plus accrued and unpaid interest to the redemption date. At any time on or after December 1, 2009, we may redeem some or all of the exchange senior fixed rate notes at the redemption prices listed under “Description of Exchange Senior Notes — Optional Redemption — Fixed Rate Senior Notes” plus accrued interest on the senior fixed rate notes to the date of redemption.

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	At any time prior to December 1, 2007, we may redeem some or all of the exchange senior floating rate notes for cash at a redemption price equal to 100% of their principal amount plus an applicable make-whole premium (as described in “Description of Exchange Senior Notes — Optional Redemption — Floating Rate Senior Notes”) plus accrued and unpaid interest to the redemption date. At any time on or after December 1, 2007, we may redeem some or all of the exchange senior floating rate notes at the redemption prices listed under “Description of Exchange Senior Notes — Optional Redemption — Floating Rate Senior Notes” plus accrued interest on the senior floating rate notes to the date of redemption.
	At any time prior to December 1, 2010, we may redeem some or all of the exchange senior subordinated notes for cash at a redemption price equal to 100% of their principal amount plus an applicable make-whole premium (as described in “Description of Exchange Senior Subordinated Notes — Optional Redemption”) plus accrued and unpaid interest to the redemption date. At any time on or after December 1, 2010, we may redeem some or all of the exchange senior subordinated notes at the redemption prices listed under “Description of Exchange Senior Subordinated Notes — Optional Redemption” plus accrued interest on the senior subordinated notes to the date of redemption.
Optional Redemption After Certain Equity Offerings and Designated Asset Sales	At any time (i) prior to December 1, 2008, we may redeem up to 35% of the exchange senior fixed rate notes with proceeds that we or one of our parent companies raise in one or more equity offerings and up to 35% of the exchange senior fixed rate notes with proceeds of Designated Asset Sales (as defined) at a redemption price equal to 110.125% of their principal amount, (ii) prior to December 1, 2007, we may redeem up to 35% of the exchange senior floating rate notes with proceeds that we or one of our parent companies raise in one or more equity offerings and up to 35% of the exchange senior floating rate notes with proceeds of Designated Asset Sales at a redemption price equal to 100% of their principal amount plus a premium equal to the rate per annum on the exchange senior floating rate notes applicable on the date on which notice of redemption is given, and (iii) prior to December 1, 2008, we may redeem up to 35% of the exchange senior subordinated notes with proceeds that we or one of our parent companies raise in one or more equity offerings and up to 35% of the exchange senior subordinated notes with proceeds of Designated Asset Sales at a redemption price equal to 111.875% of their principal amount, so long as, in each such case, at least 50% (and, in the case of the exchange senior subordinated notes, at least $150 million) of the aggregate principal amount of the exchange notes issued of the applicable series remains outstanding. See “Description of Exchange Senior Notes — Optional Redemption” and “Description of Exchange Senior Subordinated Notes — Optional Redemption.”
Change of Control Offer	Upon the occurrence of a change of control, we will be required to offer to repurchase the exchange notes at 101% of their principal

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	amount, plus accrued and unpaid interest to the repurchase date. See “Description of Exchange Senior Notes — Repurchase at the Option of Holders — Change of Control” and “Description of Exchange Senior Subordinated Notes — Repurchase at the Option of Holders — Change of Control.”
Certain Indenture Provisions	The exchange senior notes and the exchange senior subordinated notes are governed by separate indentures. The indentures governing the exchange notes contain covenants limiting our ability and the ability of our restricted subsidiaries to:
	• incur additional debt or issue certain preferred shares;
	• pay dividends on or make distributions in respect of our capital stock or make other restricted payments;
	• make certain investments;
	• sell certain assets;
	• create liens on certain assets to secure debt;
	• consolidate, merge, sell or otherwise dispose of all or substantially all of our assets;
	• enter into certain transactions with our affiliates; and
	• designate our subsidiaries as unrestricted subsidiaries.
	These covenants are subject to a number of important limitations and exceptions. During any period in which the exchange notes have an Investment Grade Rating (as defined) we will not be subject to many of the covenants in the indentures. See “Description of Exchange Senior Notes” and “Description of Exchange Senior Subordinated Notes.”
No Public Market	The exchange notes will be freely transferable but will be new securities for which there will not initially be a market. Accordingly, we cannot assure you whether a market for the exchange notes will develop or as to the liquidity of any market. The initial purchasers in the private offering of the outstanding notes have advised us that they currently intend to make a market in the exchange notes. The initial purchasers are not obligated, however, to make a market in the exchange notes, and any such market-making may be discontinued by the initial purchasers in their discretion at any time without notice.

Risk Factors

You should carefully consider all the information in the prospectus prior to exchanging your outstanding notes. In particular, we urge you to consider carefully the factors set forth under the heading “Risk Factors.”

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SUMMARY FINANCIAL DATA

Set forth below is summary financial data of our business as of and for the periods presented. You should read this data together with the information included under the headings “Risk Factors,” “Selected Financial Information” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our historical financial statements and related notes included elsewhere in this prospectus. The summary statements of operations data for the years ended October 31, 2004 and 2005, the nine months ended July 31, 2005, the one month ended November 30, 2005 and the nine months ended July 31, 2006 and the summary balance sheet data as of July 31, 2006 have been derived from audited historical financial statements and related notes included elsewhere in this prospectus. The summary statement of operations data for the year ended October 31, 2003 has been derived from audited historical financial information and related notes not included in this prospectus. The historical financial data may not be indicative of our future performance and does not reflect what our financial position and results of operations would have been if we had operated as a stand-alone entity during all of the periods presented.

	Predecessor(1)												Company
								Nine		One			Nine
								Months		Month			Months
								Ended		Ended			Ended
	Year Ended October 31,							July 31,		Nov. 30,			July 31,
	2003			2004		2005		2005		2005			2006(2)
	(In millions)
Statements of Operations Data:
Net revenue(3)	$	1,305		$	1,783	$	1,559	$	1,126	$	125		$	1,073
Costs and expenses:
Cost of products sold		992			1,249		1,037		749		96			701
Amortization of intangible assets		—			—		—		—		—			41
Total cost of products sold		992			1,249		1,037		749		96			742
Research and development		232			207		218		161		24			147
Selling, general and administrative		256			250		256		181		28			178
Amortization of intangible assets		—			—		—		—		—			56
Acquired in-process research and development		—			—		—		—		—			2
Total costs and expenses		1,480			1,706		1,511		1,091		148			1,125
Income (loss) from operations(3)		(175	)		77		48		35		(23	)		(52	)
Interest expense(4)		—			—		—		—		—			114
Other income, net		1			4		7		10		—			8
Income (loss) from continuing operations before income taxes		(174	)		81		55		45		(23	)		(158	)
Provision for income taxes		10			25		33		13		2			3
Income (loss) from continuing operations		(184	)		56		22		32		(25	)		(161	)
Income from discontinued operations, net of income taxes		7			17		9		14		1			12
Net income (loss)	$	(177	)	$	73	$	31	$	46	$	(24	)	$	(149	)
Balance Sheet Data (at end of period):
Total assets													$	2,222
Long-term debt														1,004
Total shareholder’s equity														908
Other Financial Data
Ratio of earnings to fixed charges(5)														—

(1)

Predecessor refers to the Semiconductor Products Group business segment of Agilent Technologies, Inc.

(2)

We completed the Acquisition on December 1, 2005. The Acquisition was accounted for as a purchase business combination under United States generally accepted accounting principles (“U.S. GAAP”) and thus the financial results for all periods from and after December 1, 2005 are not necessarily comparable to the prior results of Predecessor. We did not have any operating activity prior to December 1, 2005.

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	Accordingly, our results for the nine months ended July 31, 2006 represent only the eight months of our operations since completion of the Acquisition.
(3)	The divestiture of the Camera Module Business by Predecessor on February 3, 2005 did not meet the criteria for discontinued operations treatment under U.S. GAAP and, as such, its historical results remain included in the results from continuing operations as presented in this prospectus. The following tables present the operating results of the Camera Module Business:

 Camera Module Business results:

	Predecessor														Company
										Nine			One
										Months			Month
										Ended			Ended		Nine Months
	Year Ended October 31,									July 31			November 30,		Ended July 31,
	2003			2004			2005			2005			2005		2006
	(In millions)
Net revenue	$	58		$	296		$	69		$	69			—		—
Loss from operations		(37	)		(63	)		(7	)		(7	)		—		—

(4)

Interest expense for the nine months ended July 31, 2006 includes an aggregate of $29 million of amortization of debt issuance costs and commitment fees for expired facilities, including $19 million of unamortized debt issuance costs that were written off in conjunction with the repayment of the term loan facility during this period. As of July 31, 2006, we had permanently repaid all outstanding amounts under the term loan facility.

(5)

For purposes of computing this ratio of earnings to fixed charges, “fixed charges” consist of interest expense on all indebtedness plus amortization of debt issuance costs and an estimate of interest expense within rental expense. “Earnings” consist of pre-tax income (loss) from continuing operations plus fixed charges and unamortized capitalized debt issuance costs. For the nine months ended July 31, 2006, earnings were insufficient to cover fixed charges by $120 million.

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RISK FACTORS

You should carefully consider the following risk factors and all other information contained in this prospectus before deciding to tender your outstanding notes in the exchange offers. The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties that we are unaware of, or that we currently deem immaterial, also may become important factors that affect us. If any of the following risks occur, our business, financial condition and results of operations could be materially and adversely affected. In that case, the trading price of the exchange notes could decline or we may not be able to make payments of interest and principal on the notes, and you may lose some or all of your investment.

Risks Related to the Exchange Offers

If you do not properly tender your outstanding notes, you will continue to hold unregistered outstanding notes and your ability to transfer outstanding notes will be adversely affected.

If you do not properly tender your outstanding notes for exchange notes in the applicable exchange offer, you will continue to be subject to restrictions on transfer of your outstanding notes. In general, the outstanding notes may not be offered or sold unless they are registered or exempt from registration under the Securities Act and applicable state securities laws. Except as required by the registration rights agreement, we do not intend to register resales of the outstanding notes under the Securities Act. You should refer to “Summary — The Exchange Offers” and “The Exchange Offers” for information about how to tender your outstanding notes. The tender of outstanding notes under the exchange offers will reduce the outstanding amount of each series of the outstanding notes, which may have an adverse effect upon, and increase the volatility of, the market prices of the outstanding notes due to a reduction in liquidity.

Risks Relating to Our Indebtedness

Our substantial indebtedness could adversely affect our financial health and our ability to raise additional capital to fund our operations, limit our ability to react to changes in the economy or our industry, expose us to interest rate risk to the extent of our variable rate indebtedness and prevent us from fulfilling our obligations under the notes or other indebtedness.

In connection with the Acquisition, we entered into senior credit facilities in an aggregate principal amount of $975 million, consisting of a six-year revolving credit facility in an aggregate principal amount of $250 million and a seven-year term loan facility in an aggregate principal amount of up to $725 million. Up to $250 million was available under our term loan facility on a delayed-draw basis until April 30, 2006. On January 26, 2006, as permitted by our senior credit agreement and the indentures governing the outstanding notes, we drew the full $250 million under the delayed-draw portion of our term loan facility to retire all of our redeemable convertible preference shares.

The following table presents our long-term indebtedness as of July 31, 2006:

	As of July 31, 2006
	(In millions)
Revolving credit facility	$	—
Senior notes:
101/8% senior notes due 2013		500
Senior floating rate notes due 2013		250
117/8% senior subordinated notes due 2015		250
Long-term obligation for capital leases		4
Total long-term indebtedness	$	1,004

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Subject to restrictions in the indentures governing the notes and the senior credit agreement, we may incur additional indebtedness. Our substantial indebtedness could have important consequences including:

•  making it more difficult for us to satisfy our obligations with respect to the notes, including our repurchase obligations;

•  increasing our vulnerability to adverse general economic and industry conditions;

•  requiring us to dedicate a substantial portion of our cash flow from operations to payments on our indebtedness, thereby reducing the availability of our cash flow to fund working capital, capital expenditures, research and development efforts, execution of our business strategy and other general corporate purposes;

•  limiting our flexibility in planning for, or reacting to, changes in the economy and the semiconductor industry;

•  placing us at a competitive disadvantage compared to our competitors with less indebtedness;

•  exposing us to interest rate risk to the extent of our variable rate indebtedness;

•  limiting our ability to, or increasing the costs to, refinance indebtedness; and

•  making it more difficult to borrow additional funds in the future to fund working capital, capital expenditures and other purposes.

The indentures governing the notes and our senior credit agreement impose significant restrictions on our business.

The indentures governing the notes and the senior credit agreement contain a number of covenants imposing significant restrictions on our business. These restrictions may affect our ability to operate our business and may limit our ability to take advantage of potential business opportunities as they arise. The restrictions placed on us and our restricted subsidiaries include limitations on our ability and the ability of our restricted subsidiaries to:

•  incur additional indebtedness and issue disqualified stock or preferred shares;

•  pay dividends or make other distributions on, redeem or repurchase our capital stock or make other restricted payments;

•  make investments, acquisitions, loans or advances;

•  incur or create liens;

•  transfer or sell certain assets;

•  engage in sale and lease back transactions;

•  declare dividends or make other payments to us;

•  guarantee indebtedness;

•  engage in transactions with affiliates; and

•  consolidate, merge or transfer all or substantially all of our assets.

In addition, over a specified limit, our senior credit agreement requires us to meet a financial ratio test and restricts our ability to make capital expenditures or prepay certain other indebtedness. Our ability to meet the financial ratio test may be affected by events beyond our control, and we do not know whether we will be able to maintain this ratio.

The foregoing restrictions could limit our ability to plan for, or react to, changes in market conditions or our capital needs. We do not know whether we will be granted waivers under, or amendments to, our senior

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credit agreement or the indentures if for any reason we are unable to meet these requirements, or whether we will be able to refinance our indebtedness on terms acceptable to us, or at all.

The breach of any of these covenants or restrictions could result in a default under the indentures governing the notes or our senior credit facilities. An event of default under our debt agreements would permit some or all of our lenders to declare all amounts borrowed from them to be due and payable. If we are unable to repay these amounts, lenders having secured obligations, including the lenders under our senior credit facilities, could proceed against the collateral securing that debt. In addition, if any of our other debt is accelerated, we may be restricted from making interest payments on the notes or repaying the principal amount of the notes.

Despite current indebtedness levels, we and our subsidiaries may still be able to incur significant additional amounts of debt, which could further exacerbate the risks associated with our substantial indebtedness.

The terms of the indentures governing the notes allow us and our subsidiaries to incur additional indebtedness in the future. Any secured indebtedness permitted under the senior credit agreement and the indentures would be effectively senior to the notes and the subsidiary guarantees. Our revolving credit facility permits additional borrowings of up to $250 million, including outstanding letters of credit. If new debt is added to our and our subsidiaries’ existing debt levels, the related risks that we now face would increase. In addition, the indentures governing the notes allow us to incur obligations that do not constitute indebtedness.

We will require a significant amount of cash to service our indebtedness. Our ability to generate cash depends on many factors beyond our control.

Our cash interest expense for the eight-month period from the date of the Acquisition through July 31, 2006 was $93 million. We presently estimate that our cash interest expense for the fiscal years ending October 31, 2006 and 2007 will be $112 million and $109 million, respectively, subject to increase in the event of an increase in the interest rates applicable to our variable rate indebtedness. Our ability to make payments on and to refinance our indebtedness, including the notes, and to fund capital expenditures and research and development efforts will depend on our ability to generate cash in the future. To a certain extent, our ability to generate cash is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control. As a result of these and other factors, our business may not generate sufficient cash flow from operations, and future borrowings may not be available to us under our revolving credit facility or otherwise to enable us to pay our indebtedness, including the notes, or to fund other liquidity needs. If we cannot generate sufficient cash to pay our indebtedness, we may need to refinance all or a portion of our indebtedness, including the notes, on or before maturity. We do not know whether we will be able to refinance any of our indebtedness on commercially reasonable terms, or at all.

Without sufficient cash, we could be forced to reduce or delay investments and capital expenditures or to sell assets to make up for any shortfall in our payment obligations under unfavorable circumstances. Restrictive covenants in our senior credit agreement and the indentures governing the notes limit our ability to sell assets and restrict the use of proceeds from any such sale. Furthermore, our senior credit facilities are secured by substantially all of our assets. We may not be able to sell our assets quickly enough or for sufficient amounts to enable us to meet our debt service obligations.

Risks Relating to our Separation from Agilent

Our historical financial information may not be indicative of our actual historical financial results or future financial performance.

Historically, we conducted our operations as part of Agilent and not as a separate entity. Accordingly, our Predecessor’s financial information included in this prospectus does not necessarily reflect the historical financial condition, results of operations and cash flows we would have experienced had we operated during all periods presented as a separate, stand-alone entity and may not be indicative of our future financial performance.

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We have operated as a stand-alone entity only since December 1, 2005. Our financial information presented herein for all periods other than the nine months ended July 31, 2006 has been derived from the books and records of Agilent. Historically, Agilent provided us with certain accounting, facilities, finance, governance, human resources, information technology, tax and other corporate services. Accordingly, the financial information for the Predecessor for the fiscal years ended October 31, 2004 and 2005 and for the month ended November 30, 2005 include an allocation of a portion of Agilent’s costs for these and other items. Some of these costs may not be indicative of the costs we would have incurred had we operated as an independent, stand-alone entity for all periods presented. Furthermore, the historical financial statements do not reflect the costs to us of borrowing funds as a separate entity.

In connection with the Acquisition, we entered into a Master Separation Agreement, or MSA, with Agilent pursuant to which Agilent provided select services to our company on a transitional basis. Since the completion of the Acquisition on December 1, 2005, we have progressively reduced the services sourced from Agilent under the MSA as we have brought online substitute services either provided internally or through outsourcing vendors we have retained. Agilent’s obligations under the MSA terminated on August 31, 2006. In addition, our interim results to date in fiscal 2006 reflect one-time costs associated with establishing the corporate infrastructure required to operate as a stand-alone entity. Our costs to operate as a stand-alone entity may be higher, perhaps substantially, than we presently anticipate.

We have a limited history operating as an independent entity without Agilent, and have recently implemented the information technology, or IT, infrastructure we need to operate as a stand-alone entity. We do not know if the infrastructure we have put into place will meet all of our current and future business requirements.

We have only recently completed our transition of certain key services from Agilent. At the closing of the Acquisition, we assumed responsibility for certain key services previously provided by Agilent, including audit, human resources, legal, payroll accounting, procurement, tax accounting and treasury. Pursuant to the MSA, Agilent provided us with other key services on an interim basis, including, among others, accounting and IT services (including enterprise resource planning systems). Agilent’s obligations under the MSA terminated on August 31, 2006. We currently provide these services internally and, in some cases, through outsourcing arrangements with third parties. Any failure of these services to be adequate for our current and future needs could result in a material adverse effect on our business, financial condition and results of operations.

We have recently implemented our IT infrastructure. To operate successfully as a stand-alone entity, our new IT infrastructure must be stable, reliable and capable of meeting our current and future requirements. Our new IT infrastructure, among other things, integrates our basic telecommunications infrastructure, network monitoring and maintenance systems, billing systems, customer relationship management systems, corporate finance systems, human resource and payroll systems and backup data centers. We do not know whether the infrastructure we have put into place will meet our current and future business requirements.

We rely on third parties to provide services necessary for the operation of our business. Any failure of one or more of our vendors to provide these services could have a material adverse effect on our business.

We rely on third party vendors to provide critical services historically provided by Agilent, including, among other things, accounting, billing, human resources, IT services, network development and network monitoring. We depend on these vendors to ensure that our corporate infrastructure will consistently meet our business requirements. The ability of these third party vendors to successfully provide reliable, high quality services is subject to technical and operational uncertainties that are beyond our control. While we may be entitled to damages if our vendors fail to perform under their agreements with us, our agreements with these vendors limit the amount of damages we may receive. In addition, we do not know whether we will be able to collect on any award of damages or that any such damages would be sufficient to cover the actual costs we would incur as a result of any vendor’s failure to perform under its agreement with us. Any failure of our corporate infrastructure could have a material adverse effect on our business, financial condition and results of

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operations. Upon expiration or termination of any of our agreements with third party vendors, we may not be able to replace the services provided to us in a timely manner or on terms and conditions, including service levels and cost, that are favorable to us.

The application of the purchase method of accounting may result in changes in our financial statements and adversely impact key financial measures.

In accordance with United States generally accepted accounting principles, or U.S. GAAP, we accounted for the Acquisition using the purchase accounting method. Under the purchase method of accounting, we allocated the acquisition cost to the net assets acquired in proportion to estimates of their respective fair values. We recorded the excess of the purchase over the estimated fair value of the net assets acquired as goodwill. The estimation of fair values involves a number of judgments, assumptions and estimates that could materially affect the amount and timing of costs recognized. We will incur amortization expense over the useful lives of amortizable intangible assets acquired. Significant changes in fair value estimates due to divestitures or changes in business conditions may materially impact our financial statements and key financial measures.

The inability of our senior management team to effectively manage our business as a stand-alone entity would hinder the implementation of our strategy.

Our future operating results will depend substantially upon the performance of our key personnel. Some of our executive officers are new to us and have not been involved with our business for a significant period of time. The focus and attention of these executives and senior managers may be diverted while they familiarize themselves with our business. The inability of our senior management team to effectively manage our business as a stand-alone entity would hinder the implementation of our strategy.

We may not be successful in establishing a brand identity.

From 1999 to 2005, we conducted our business under Agilent’s brand name, and prior to that, under Hewlett-Packard’s. We believe our customers, suppliers and potential employees recognized the value of those brand names. As part of our separation from Agilent, we renamed our company “Avago” and are now investing time, effort and resources to establish our new brand identity in the marketplace. We do not know whether this effort will ultimately be successful. If our effort to establish a brand identity for “Avago” is unsuccessful, our business, financial condition and results of operations may suffer.

As an independent company, we may experience increased costs resulting from a decrease in the purchasing power we had while we operated as part of Agilent.

Prior to our separation from Agilent, we were able to take advantage of Agilent’s size and purchasing power in procuring goods, technology and services, including audit services, employee benefit support and insurance. As a stand-alone entity, we are significantly smaller than Agilent and likely will not have access to financial and other resources comparable to those available to us prior to the separation. As an independent company, we may be unable to obtain goods, technology and services at prices and on terms as favorable as those available to us prior to the separation, which could increase our costs and reduce our profitability.

Risks Related to Our Business

We operate in the highly cyclical semiconductor industry, which is subject to significant downturns.

The semiconductor industry is highly cyclical and is characterized by constant and rapid technological change, rapid product obsolescence and price erosion, evolving technical standards, short product life cycles (for semiconductors and for the end-user products in which they are used) and wide fluctuations in product supply and demand. From time to time, these and other factors, together with changes in general economic conditions, cause significant upturns and downturns in the industry in general and in our business in particular. Periods of industry downturns have been characterized by diminished demand for end-user products, high inventory levels, underutilization of manufacturing capacity, changes in revenue mix and accelerated erosion

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of average selling prices. In recent periods, these factors have been exacerbated by the threat or actual occurrence of armed international conflict or terrorist attacks. In the event of a downturn, we may not be able to grow our revenues or reduce our costs quickly enough to maintain our operating profitability. Any future downturns could have a material adverse effect on our business, financial condition and results of operations.

If we do not adapt to technological changes in the semiconductor industry, we could lose customers or market share.

The semiconductor industry is subject to rapid and significant changes in technology, frequent new product introductions and evolving technical standards. Technological developments may reduce the competitiveness of our products and require unbudgeted upgrades that could be expensive and time consuming to implement. Our products could become obsolete sooner than we expect because of faster than anticipated, or unanticipated, changes in one or more of the technologies related to our products. Furthermore, we continually evaluate expenditures for research and development and must choose among alternative technologies based on our expectations of future market growth and other factors. We may be unable to develop and introduce new or enhanced products that satisfy customer requirements and achieve market acceptance in a timely manner or at all, and we may be unable to anticipate new industry standards and technological changes. We also may not be able to respond successfully to new product announcements and introductions by competitors. If we fail to adapt successfully to technological changes or fail to obtain access to important new technologies, we may be unable to retain customers, attract new customers or sell new products to our existing customers.

The transformation from a business segment of Agilent to a stand-alone company and the implementation of our new business strategy entail significant near- to mid-term risks, which may make it more difficult for us to retain and attract qualified personnel. Our business would be adversely affected if existing key personnel leave or if we are unable to recruit and motivate new personnel.

We are continuing to evolve from a business segment of Agilent to a fully independent, stand-alone company with its own culture, identity, management structure, operational goals and business strategy. In addition, as we seek to maximize our opportunities and increase our profitability, we expect to evaluate opportunities to increase our outsourcing activities, particularly in the area of semiconductor assembly and test, to more tightly focus our research and development activities, and to evaluate additional purchases or sales of assets, businesses or investments. All of these activities involve significant change and pose significant risks as new processes must be created and personnel must adapt to a dynamic, and different, environment.

Our future success depends on our ability to retain, attract and motivate qualified personnel, including executive officers and other key management and technical personnel. We do not know whether we will be able to retain all of our key personnel as we continue our evolution and pursue our business strategy. The loss of the services of one or more of our key employees, officers or design and technical personnel, or our inability to retain, attract and motivate qualified personnel in this new environment, could have a material adverse effect on our business.

As the source of our technological and product innovations, our key technical personnel represent a significant asset. We and our Predecessor have historically encountered difficulties in hiring and retaining qualified engineers because there is a limited pool of engineers with expertise in analog, mixed-signal and optoelectronic semiconductor design. Competition for such personnel is intense in the semiconductor industry. Further, in the past, we believe our Predecessor benefited from Agilent’s name and reputation as an employer. To the extent we do not achieve similar recognition, our ability to attract and retain key technical personnel could be harmed.

We are subject to varying levels of taxation in different jurisdictions. Changes to the corporate tax rate and laws of any of these jurisdictions could significantly increase or decrease the amount of corporate taxes we have to pay.

We have structured our operations to maximize income in countries where tax incentives have been extended to encourage investment or where income tax rates are low. In exchange for agreeing to certain

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increases in headcount, capital expenditures and business undertakings, we expect our Singapore and Malaysian operations will benefit from multi-year tax concessions. However, we must meet certain operating conditions to retain these tax benefits. Our interpretations and conclusions regarding the tax concessions are not binding on any taxing authority, and if our assumptions about tax and other laws are incorrect or if these tax concessions are substantially modified or rescinded, we could suffer material adverse tax and other financial consequences, which would significantly increase our expenses and reduce our profitability.

In addition, taxable income in any jurisdiction is dependent upon acceptance of our intercompany transfer pricing by local tax authorities as being on an arm’s length basis. Due to inconsistencies in application of the arm’s length standard, as well as lack of adequate treaty-based protection, transfer pricing challenges by tax authorities could substantially increase our tax expense.

Unless we and our suppliers continuously improve manufacturing efficiency and quality, our financial performance could be adversely affected.

Manufacturing semiconductors involves highly complex processes that require advanced equipment. We and our suppliers, as well as our competitors, continuously modify these processes in an effort to improve yields and product performance. Defects or other difficulties in the manufacturing process can reduce yields and increase costs. Our manufacturing efficiency will be an important factor in our future financial performance, and we may be unable to maintain or increase our manufacturing efficiency to the same extent as our competitors. For products that we outsource manufacturing, our product yields and performance will be subject to the manufacturing efficiencies of our third-party suppliers.

From time to time, we and our suppliers have experienced difficulty in beginning production at new facilities, transferring production to other facilities, achieving and maintaining a high level of process quality and effecting transitions to new manufacturing processes, all of which have caused us to suffer delays in product deliveries or reduced yields. We and our suppliers may experience manufacturing problems in achieving acceptable yields or experience product delivery delays in the future as a result of, among other things, capacity constraints, construction delays, transferring production to other facilities, upgrading or expanding existing facilities or changing our process technologies, any of which could result in a loss of future revenues. Our results of operations could be adversely affected by any increase in costs related to increases in production capacity if revenues do not increase proportionately.

Winning business is subject to lengthy competitive selection processes that require us to incur significant expense. Even if we begin a product design, a customer may decide to cancel or change its product plans, which could cause us to generate no revenues from a product and adversely affect our results of operations.

We are focused on winning competitive bid selection processes, known as “design wins,” to develop semiconductors for use in our customers’ products. These selection processes are typically lengthy and can require us to incur significant design and development expenditures. We may not win the competitive selection process and may never generate any revenue despite incurring significant design and development expenditures. Failure to obtain a design win sometimes prevents us from offering an entire generation of a product. This can result in lost revenues and could weaken our position in future competitive selection processes.

After winning a product design, we may experience delays in generating revenue from our products as a result of the lengthy development cycle typically required. In addition, a delay or cancellation of a customer’s plans could materially and adversely affect our financial results, as we may have incurred significant expense and generated no revenue. Finally, our customers’ failure to successfully market and sell their products could reduce demand for our products and materially adversely affect our business, financial condition and results of operations.

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Competition in our industry could prevent us from growing our revenue and from raising prices to offset increases in costs.

The semiconductor industry is highly competitive and includes hundreds of companies, a number of which have achieved substantial market share. We compete in different product categories to various degrees on the basis of price, quality, technical performance, product features, product system compatibility, system-level design capability, customized design, strategic relationships with customers, new product innovation, product availability, delivery timing and reliability, and customer sales and technical support. Current and prospective customers for our products evaluate our capabilities against the merits of our direct competitors. Some of our competitors are well established as independent companies and have substantially greater market share and manufacturing, financial, research and development and marketing resources to pursue development, engineering, manufacturing, marketing and distribution of their products. In addition, many of our competitors have longer independent operating histories, greater presence in key markets, more comprehensive patent protection and greater name recognition. We also compete with smaller and emerging companies that sell their products in specialized markets, and with the internal capabilities of many of our significant customers. We expect to experience continuing competitive pressures in our markets from existing competitors and new entrants. In addition, companies not currently in direct competition with us may introduce competing products in the future. Because our products are often building block semiconductors that in some cases can be integrated into more complex integrated circuits, or ICs, we also face competition from manufacturers of ICs, as well as customers that develop their own IC products. The semiconductor industry has also been undergoing significant restructuring and consolidations that could adversely affect our competitiveness.

Gross margins in the semiconductor industry vary by degree of engineering difficulty and performance, level of competition, the existence of product alternatives and geographic region, where local demand for the products in which semiconductors are used, such as personal computers, industrial and telecommunications equipment, consumer electronics and automotive parts, may vary. Our ability to compete successfully depends on elements both within and outside of our control, including industry and general economic trends. During past periods of downturns in our industry, competition in the markets in which we operate intensified as manufacturers of semiconductors reduced prices in order to combat production overcapacity and high inventory levels. Many of our competitors have substantially greater financial and other resources with which to withstand similar adverse economic or market conditions in the future.

Our operating results are subject to substantial quarterly and annual fluctuations.

Our revenues and operating results have fluctuated in the past and are likely to fluctuate in the future. These fluctuations are due to a number of factors, many of which are beyond our control. These factors include, among others:

•  changes in end-user demand for the products manufactured and sold by our customers;

•  the timing of receipt, reduction or cancellation of significant orders by customers;

•  fluctuations in the levels of component inventories held by our customers;

•  the gain or loss of significant customers;

•  market acceptance of our products and our customers’ products;

•  our ability to develop, introduce and market new products and technologies on a timely basis;

•  the timing and extent of product development costs;

•  new product and technology introductions by competitors;

•  fluctuations in manufacturing yields;

•  significant warranty claims, including those not covered by our suppliers;

•  availability and cost of raw materials from our suppliers;

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•  changes in our product mix or customer mix;

•  intellectual property disputes;

•  loss of key personnel or the shortage of available skilled workers; and

•  the effects of competitive pricing pressures, including decreases in average selling prices of our products.

The foregoing factors are difficult to forecast, and these, as well as other factors, could materially adversely affect our quarterly or annual operating results. In addition, a significant amount of our operating expenses is relatively fixed in nature due to our significant sales, research and development and manufacturing overhead costs. Any failure to adjust spending quickly enough to compensate for a revenue shortfall could magnify the adverse impact of such revenue shortfall on our results of operations.

We may be unable to make the substantial research and development investments required to remain competitive in our business.

The semiconductor industry requires substantial investment in research and development in order to develop and bring to market new and enhanced technologies and products. Many of our products, such as our optical mouse products, originated with our research and development efforts and have provided us with a significant competitive advantage. Although we are committed to investing in new product development in order to stay competitive in our markets and plan to invest in process development and maintain research and development fabrication capabilities in order to develop manufacturing processes for devices that are invented internally, we do not know whether we will have sufficient resources to maintain the level of investment in research and development required to remain competitive.

Failure to adjust our supply chain volume due to changing market conditions or failure to estimate our customers’ demand could adversely affect our results of operations.

Our results of operations could be harmed if we are unable to adjust our supply chain volume to address market fluctuations, including those caused by the seasonal or cyclical nature of the markets in which we operate. The sale of our products is dependent, to a large degree, on customers whose industries are subject to seasonal or cyclical trends in the demand for their products. For example, the consumer electronics market is particularly volatile and is subject to seasonality related to the holiday selling season, making demand difficult to anticipate. During a market upturn, we may not be able to purchase sufficient supplies or components, or secure sufficient contract manufacturing capacity, to meet increasing product demand, which could harm our reputation, prevent us from taking advantage of opportunities and reduce revenue growth. In addition, some parts are not readily available from alternate suppliers due to their unique design or the length of time necessary for design work. If one of our suppliers ceases to manufacture such a component, we may be forced to re-engineer a product. In addition to discontinuing parts, suppliers may also extend lead times, limit supplies or increase prices due to capacity constraints or other factors. In order to secure components for the production of products, we may continue to enter into non-cancelable purchase commitments with vendors or make advance payments to suppliers, which could reduce our ability to adjust our inventory to declining market demands. Prior commitments of this type have resulted in an excess of parts when demand for our products has decreased. If demand for our products is less than we expect, we may experience additional excess and obsolete inventories and be forced to incur additional charges.

We make significant decisions, including determining the levels of business that we will seek and accept, production schedules, levels of reliance on contract manufacturing and outsourcing, personnel needs and other resource requirements, based on our estimates of customer requirements. The short-term nature of commitments by many of our customers and the possibility of rapid changes in demand for their products reduces our ability to accurately estimate future customer requirements. On occasion, customers may require rapid increases in production, which can challenge our resources and reduce margins. We may not have sufficient capacity at any given time to meet our customers’ demands. Conversely, downturns in the semiconductor industry have in the past caused, and may in the future cause, our customers to significantly reduce the amount

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of products ordered from us. Because certain of our sales, research and development and manufacturing overhead expenses are relatively fixed, a reduction in customer demand may decrease our gross margins and operating income.

Our operating results and financial condition could be harmed if the markets into which we sell our products decline.

Visibility into our markets is limited. Any decline in our customers’ markets would likely result in a reduction in demand for our products and make it more difficult to collect on outstanding amounts due us. For example, if the Asian market does not grow as anticipated or if the semiconductor market declines, our results of operations would likely suffer. In such an environment, pricing pressures could intensify and, if we were unable to respond quickly, could significantly reduce our gross margins. To the extent we cannot offset recessionary periods or periods of reduced growth that may occur in these markets through increased market share or otherwise, our net revenue may decline and our business, financial condition and results of operations may suffer. Pricing pressures and competition are especially intense in semiconductor-related industries, which could prevent achievement of our long-term financial goals and could require us to implement additional cost-cutting measures.

Furthermore, projected industry growth rates may not be as forecasted, which could result in spending on process and product development well ahead of market requirements, which could have a material adverse effect on our business, financial condition and results of operations.

We may be subject to claims of infringement of third-party intellectual property rights or demands that we license third-party technology, which could result in significant expense and loss of our intellectual property rights.

The semiconductor industry is characterized by the vigorous pursuit, protection and enforcement of intellectual property rights. From time to time, third parties assert against us their patent, copyright, trademark, trade secret and other intellectual property rights to technologies that are important to our business. Claims that our products or processes infringe or misappropriate these rights (including claims arising through our contractual indemnification of our customers), regardless of their merit or resolution, are frequently costly and divert the efforts and attention of our management and technical personnel. We do not know whether we will prevail in such proceedings given the complex technical issues and inherent uncertainties in intellectual property litigation. If any pending or future proceedings result in an adverse outcome, we could be required to:

•  cease the manufacture, use or sale of the infringing products, processes or technology;

•  pay substantial damages for past, present and future use of the infringing technology;

•  expend significant resources to develop non-infringing technology;

•  license technology from the third party claiming infringement, which license may not be available on commercially reasonable terms, or at all;

•  lose the opportunity to license our technology to others or to collect royalty payments based upon successful protection and assertion of our intellectual property against others;

•  pay substantial damages to our customers or end users to discontinue use or replace infringing technology with non-infringing technology; or

•  relinquish intellectual property rights associated with one or more of our patent claims, if such claims are held invalid or otherwise unenforceable.

Any of the foregoing results could have a material adverse effect on our business, financial condition and results of operations.

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We utilize a significant amount of intellectual property in our business. If we are unable to protect our intellectual property, our business could be adversely affected.

We rely on patents, trade secrets, trademark, copyrights and other intellectual property rights to help protect our products and technologies. Some of our products and technologies are not covered by any patents or pending patent applications, and we do not know whether:

•  any of the patents and pending patent applications that we presently employ in our business, which currently consist primarily of those that Agilent assigned, licensed or sublicensed to us in connection with the Acquisition, will not lapse or be invalidated, circumvented, challenged, abandoned or licensed to others;

•  our intellectual property rights will provide competitive advantages to us;

•  rights previously granted by Agilent, Hewlett-Packard or others to intellectual property rights licensed or assigned to us, including portfolio cross-licenses, will not hamper our ability to assert our intellectual property rights against potential competitors or hinder the settlement of currently pending or future disputes;

•  any of our pending or future patent applications will be issued or have the coverage originally sought;

•  our intellectual property rights will be enforced in certain jurisdictions where competition may be intense;

•  any of the trademarks, copyrights, mask work rights, trade secrets, know-how or other intellectual property rights that Agilent has assigned, licensed or sublicensed to us in connection with the Acquisition will not lapse or be invalidated, circumvented, challenged, abandoned or licensed to others; or

•  any of our pending or future trademark or copyright applications will be issued or have the coverage originally sought.

In addition, our competitors or others may develop products or technologies that are similar or superior to our products or technologies, duplicate our products or technologies or design around our protected technologies. Effective patent, trademark, copyright and trade secret protection may be unavailable, limited or not applied for in one or more relevant jurisdictions.

The loss of one or more of our significant customers may adversely affect our business.

Some of our customers are material to our business and results of operation. In the fiscal years ended October 31, 2004 and 2005 and the nine months ended July 31, 2006, Cisco Systems, Inc. accounted for 10%, 13% and 15%, respectively, of our net revenue from continuing operations, Avnet, Inc., a distributor, accounted for 10%, 11% and 15%, respectively, of our net revenue from continuing operations, Arrow Electronics, Inc., a distributor, accounted for 7%, 8% and 10%, respectively, of our net revenue from continuing operations, and our top 10 customers collectively accounted for 68%, 61% and 71%, respectively, of our net revenue from continuing operations. We believe our top customers’ strength has given them the ability to make greater demands on their suppliers, including us. We expect this trend to continue, which we expect will result in our results of operations becoming increasingly sensitive to deterioration in the financial condition of, or other adverse developments related to, one or more of our significant customers. Although we believe that our relationships with our major customers are good, we generally do not have long-term contracts with any of them, which is typical of our industry. As a result, although our customers provide indications of their product needs and purchases on an annual basis, they generally purchase our products on a weekly or daily basis and the relationship, as well as particular orders, can be terminated at any time. The loss of any of our major customers, or any substantial reduction in sales to any of these customers, could have a material adverse effect on our business, financial condition and results of operations.

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We generally do not have any long-term supply contracts with our contract manufacturers or materials suppliers and may not be able to obtain the products or raw materials required for our business, which could have a material adverse affect on our business.

We either obtain the products we need for our business from third-party contract manufacturers or we obtain the materials we need for our products from suppliers. Substantially all of our purchases from contract manufacturers and suppliers of raw material are on a purchase order basis, and we have not generally entered into long-term contracts with our contract manufacturers or suppliers. Our results of operations could be adversely affected if we are unable to obtain adequate supplies of materials in a timely manner or if the costs of our materials increase significantly or their quality deteriorates.

Our manufacturing processes rely on many materials, including silicon and GaAs wafers, copper lead frames, mold compound, ceramic packages and various chemicals and gases. From time to time, suppliers may extend lead times, limit supplies or increase prices due to capacity constraints or other factors. Although we believe that our current supplies of materials are adequate, shortages could occur in various essential materials due to interruption of supply or increased demand in the industry.

We purchase a significant portion of our semiconductor materials from a few suppliers. For the nine months ended July 31, 2006, we purchased approximately 50% of the materials for our manufacturing processes from six suppliers. These supply relationships are generally conducted on a purchase order basis. In the event that these purchase orders are terminated, we cannot obtain sufficient quantities of raw materials at reasonable prices, we fail to satisfy our customers’ requirements or we are not able to pass on higher materials costs to our customers, our business, financial condition and results of operations could be adversely impacted.

We use third-party contractor manufacturers for most of our manufacturing activities, primarily for wafer fabrication and module assembly and test services. Our agreements with these manufacturers typically require us to forecast product needs, commit to purchase services consistent with these forecasts and, in some cases, require long-term commitments in the early stages of the relationship. Our operations could be adversely affected in the event that these contractual relationships were disrupted or terminated, the cost of such services increased significantly, the quality of the services provided deteriorated, our forecasts proved to be materially incorrect or capacity is consumed by our competitors.

Dependence on contract manufacturing and outsourcing other portions of our supply chain may adversely affect our ability to bring products to market and damage our reputation.

Our manufacturing operations are primarily fabless. As part of our efforts to further streamline operations and cut costs, we plan to continue to evaluate additional outsourcing opportunities. As a result, our products are manufactured in fewer owned facilities and we are increasingly relying on third-party foundry wafer fabrication and assembly and test capacity, including sole sourcing for many components or products. The ability and willingness of our contract manufacturers to perform is largely outside of our control. If one or more of our contract manufacturers or other outsourcers fails to perform its obligations in a timely manner or at satisfactory quality levels, our ability to bring products to market and our reputation could suffer. For example, in the event that manufacturing capacity is reduced or eliminated at one or more facilities, manufacturing could be disrupted, we could have difficulties fulfilling our customer orders and our net revenue could decline. In addition, if these third parties on whom we are becoming increasingly reliant fail to deliver quality products and components on time and at reasonable prices, we could have difficulties fulfilling our customer orders and our net revenue could decline. In such events, our business, financial condition and results of operations would be adversely affected.

To the extent we rely on third-party manufacturing relationships, we face the following risks:

•  inability of our manufacturers to develop manufacturing methods appropriate for our products and their unwillingness to devote adequate capacity to produce our products;

•  manufacturing costs that are higher than anticipated;

•  decline in product reliability;

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•  inability to maintain continuing relationships with our suppliers; and

•  reduced control over delivery schedules and products costs.

Much of our outsourcing takes place in developing countries, and as a result may additionally be subject to geopolitical uncertainty. See “— Our business, financial condition and results of operations could be adversely affected by the political and economic conditions of the countries in which we conduct business and other factors related to our international operations.”

Our gross margin is dependent on a number of factors, including our level of capacity utilization.

Semiconductor manufacturing requires significant capital investment, leading to high fixed costs, including depreciation expense. Although we outsource most of our manufacturing activities, we do retain some semiconductor fabrication and assembly and test facilities. If we are unable to utilize our owned fabrication and assembly and test facilities at a high level, the fixed costs associated with these facilities will not be fully absorbed, resulting in higher average unit costs and lower gross margins. In the past, we and our Predecessor have experienced periods where our gross margins declined due to, among other things, reduced factory utilization resulting from reduced customer demand, reduced selling prices and a change in product mix towards lower margin devices. Increased competition and the existence of product alternatives, more complex engineering requirements, lower demand and other factors may lead to further price erosion, lower revenues and lower margins for us in the future.

Our business, financial condition and results of operations could be adversely affected by the political and economic conditions of the countries in which we conduct business and other factors related to our international operations.

We sell our products throughout the world. In addition, a significant majority of our employees are located outside of the United States. Multiple factors relating to our international operations and to particular countries in which we operate could have a material adverse effect on our business, financial condition and results of operations. These factors include:

•  changes in political, regulatory, legal or economic conditions;

•  restrictive governmental actions, such as restrictions on the transfer or repatriation of funds and foreign investments and trade protection measures, including export duties and quotas and customs duties and tariffs;

•  disruptions of capital and trading markets;

•  changes in import or export licensing requirements;

•  transportation delays;

•  economic downturns, civil disturbances or political instability;

•  geopolitical turmoil, including terrorism, war or political or military coups;

•  changes in labor standards;

•  limitations on our ability under local laws to protect our intellectual property;

•  nationalization and expropriation;

•  changes in tax laws;

•  currency fluctuations, which may result in our products becoming too expensive for foreign customers; and

•  difficulty in obtaining distribution and support.

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International conflicts are creating many economic and political uncertainties that are impacting the global economy. A continued escalation of international conflicts could severely impact our operations and demand for our products.

A majority of our products are manufactured in Asia, primarily in Singapore, Malaysia and Taiwan. Any conflict or uncertainty in these countries, including due to public health or safety concerns could have a material adverse effect on our business, financial condition and results of operations. In addition, if the government of any country in which our products are manufactured or sold sets technical standards for products manufactured in or imported into their country that are not widely shared, it may lead certain of our customers to suspend imports of their products into that country, require manufacturers in that country to manufacture products with different technical standards and disrupt cross-border manufacturing relationships which, in each case, could have a material adverse effect on our business, financial condition and results of operations.

In addition, our subsidiaries may require future equity-related financing, and any capital contributions to certain of our subsidiaries may require the approval of the relevant authorities in the jurisdiction in which the subsidiary is incorporated. The approvals are required from the investment commissions or similar agency of the particular jurisdiction and relate to any initial or additional equity investment by foreign entities in local corporations.

We are subject to currency exchange risks that could adversely affect our operations.

We are subject to currency exchange risks that could adversely affect our operations and our ability to reinvest earnings from operations. We prepare our financial statements in U.S. dollars in accordance with U.S. GAAP, although a portion of our revenue and operating expenses is in foreign currencies. As a result, we are subject to currency risks, including:

•  currency exchange risks resulting from changes in currency exchange rates and the implementation of exchange controls; and

•  limitations on our ability to reinvest earnings from operations in one country to fund the capital needs of our operations in other countries.

Changes in exchange rates will result in increases or decreases in our costs and earnings, and may also affect the book value of our assets located outside the United States and the amount of our equity. Although we may seek to minimize our currency exposure by engaging in hedging transactions where we deem it appropriate, we do not know whether our efforts will be successful.

We may pursue acquisitions, dispositions, investments and joint ventures, which could affect our results of operations.

We have disposed of significant portions of the business originally acquired from Agilent through the sale of our Storage Business to PMC-Sierra, Inc. in February 2006 and the sale of our Printer ASICs Business to Marvell Technology Group Ltd. in May 2006. We may seek additional opportunities to maximize efficiency and value through various transactions, including purchases or sales of assets, businesses, investments or contractual arrangements. These transactions may be intended to result in the reduction of our indebtedness, the realization of cost savings, the generation of cash or income or the reduction of risk. Acquisition transactions may be financed by additional borrowings. These transactions may also affect our consolidated results of operations.

Any potential transactions involve risks, and we do not know whether:

•  any acquisitions would result in an increase in income;

•  any acquisitions would be successfully integrated into our operations;

•  any disposition would result in decreased earnings, revenue or cash flow;

•  any dispositions, investments, acquisitions or integrations would divert management resources; or

•  any dispositions, investments, acquisitions or integrations would result in a material adverse effect on our business, results of operations or financial condition.

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Our business is subject to various governmental regulations, and compliance with these regulations may cause us to incur significant expenses. If we fail to maintain compliance with applicable regulations, we may be forced to recall products and cease their manufacture and distribution, and we could be subject to civil or criminal penalties.

Our business is subject to various significant international and U.S. laws and other legal requirements, including packaging, product content, labor and import/export regulations. These regulations are complex, change frequently and have generally become more stringent over time. We may be required to incur significant expenses to comply with these regulations or to remedy violations of these regulations. Any failure by us to comply with applicable government regulations could result in cessation of our operations or portions of our operations, product recalls or impositions of fines and restrictions on our ability to conduct our operations. In addition, because many of our products are regulated or sold into regulated industries, we must comply with additional regulations in marketing our products.

Our products and operations are also subject to the rules of industrial standards bodies, like the International Standards Organization, as well as regulation by other agencies, such as the U.S. Federal Communications Commission. If we fail to adequately address any of these rules or regulations, our business could be harmed.

We must conform the manufacture and distribution of our semiconductors to various laws and adapt to regulatory requirements in all countries as these requirements change. If we fail to comply with these requirements in the manufacture or distribution of our products, we could be required to pay civil penalties, face criminal prosecution and, in some cases, be prohibited from distributing our products in commerce until the products or component substances are brought into compliance.

We are subject to environmental, health and safety laws, which could increase our costs, restrict our operations and require expenditures that could have a material adverse affect on our results of operations and financial condition.

We are subject to a variety of international and U.S. laws and other legal requirements relating to the use, disposal, clean-up of and human exposure to, hazardous materials. Any failure by us to comply with environmental, health and safety requirements could result in the limitation or suspension of production or subject us to future liabilities in excess of our reserves. In addition, compliance with environmental, health and safety requirements could restrict our ability to expand our facilities or require us to acquire costly pollution control equipment, incur other significant expenses or modify our manufacturing processes. In the event of the discovery of new contamination, additional requirements with respect to existing contamination, or the imposition of other cleanup obligations for which we are responsible, we may be required to take remedial or other measures which could have a material adverse effect on our business, financial condition and results of operations.

We also face increasing complexity in our product design and procurement operations as we adjust to new and upcoming requirements relating to the materials composition of our products, including the restrictions on lead and certain other substances in electronics that apply to specified electronics products sold in the European Union as of July 1, 2006 under the Restriction of Hazardous Substances in Electrical and Electronic Equipment Directive. Other countries, such as the United States, China and Japan, have enacted or may enact laws or regulations similar to the EU legislation. Other environmental regulations may require us to reengineer our products to utilize components which are more environmentally compatible. Such reengineering and component substitution may result in excess inventory or other additional costs and could have a material adverse effect on our results of operations.

In addition to the costs of complying with environmental, health and safety requirements, we have incurred and may in the future incur costs defending against environmental litigation brought by government agencies and private parties. We may be defendants in lawsuits brought by parties in the future alleging environmental damage, personal injury or property damage. A significant judgment against us could harm our business, financial condition and results of operations.

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In the last few years, there has been increased media scrutiny and associated reports focusing on a potential link between working in semiconductor manufacturing clean room environments and certain illnesses, primarily different types of cancers. Regulatory agencies and industry associations have begun to study the issue to see if any actual correlation exists. Because we utilize clean rooms, we may become subject to liability claims. In addition, these reports may also affect our ability to recruit and retain employees.

We cannot predict:

•  changes in environmental or health and safety laws or regulations;

•  the manner in which environmental or health and safety laws or regulations will be enforced, administered or interpreted;

•  our ability to enforce and collect under indemnity agreements and insurance policies relating to environmental liabilities; or

•  the cost of compliance with future environmental or health and safety laws or regulations or the costs associated with any future environmental claims, including the cost of clean-up of currently unknown environmental conditions.

If we suffer loss to our factories, facilities or distribution system due to catastrophe, our operations could be seriously harmed.

Our factories, facilities and distribution system, and those of our contract manufacturers, are subject to catastrophic loss due to fire, flood, terrorism or other natural or man-made disasters. A number of our facilities and those of our contract manufacturers are located in areas with above average seismic activity. Any catastrophic loss to any of these facilities would likely disrupt our operations, delay production, shipments and revenue and result in significant expenses to repair or replace the facility.

Risks Relating to the Investments in Singapore Companies

Judgments of U.S. courts against us may not be enforceable outside of the United States.

We are incorporated under the laws of the Republic of Singapore, and a majority of our consolidated assets are located outside the United States. Although we are incorporated outside the United States, we have agreed to accept service of process in the United States through our agent designated for that purpose. Nevertheless, it may be difficult for you to enforce civil liabilities against us in courts outside the United States. Furthermore, since a substantial portion of the assets owned by us and the guarantors are located outside the United States, any judgment obtained in the United States against us may not be collectible within the United States.

There is no treaty between the United States and Singapore providing for the reciprocal recognition and enforcement of judgments. As a result, U.S. judgments are not automatically enforceable in Singapore. We have been advised that judgments of U.S. courts based on the civil liability provisions of the federal securities laws of the United States may not be enforceable in Singapore courts. We have also been advised that there is doubt as to whether Singapore courts will enter judgments in original actions brought in Singapore courts based solely upon the civil liabilities provisions of the U.S. securities laws.

Risks Relating to the Exchange Notes

Your right to receive payments on the exchange notes is junior to that of lenders who have a security interest in our and our subsidiaries’ assets.

Our obligations under the exchange notes and the related guarantees will be unsecured, but our obligations under our senior credit facilities are secured by an interest in substantially all of our and our subsidiaries’ assets. If we are declared bankrupt or insolvent, or if we default under our senior credit facilities, the lenders could declare all of the funds borrowed thereunder, together with accrued interest, immediately due and payable. If we are unable to repay such indebtedness, the lenders could foreclose on the pledged assets to

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the exclusion of holders of the exchange notes and the guarantees, even if an event of default exists under the indentures at such time. Furthermore, if the lenders foreclose on the equity interests in a subsidiary, that subsidiary will be released from its obligation under the exchange notes automatically upon such sale, provided that such sale is made in compliance with the provisions of the indentures.

In any such event, because the exchange notes will not be secured, it is possible that there would be no assets remaining from which claims of the holders of exchange notes could be satisfied or, if any assets remained, that they would be insufficient to satisfy such claims fully. See “Description of Other Indebtedness — Senior Credit Facilities.”

Your right to receive payments on the exchange senior subordinated notes will be junior to the rights of the lenders under our revolving credit facility and all of our other senior debt, including the senior notes, and any of our future senior indebtedness.

The exchange senior subordinated notes will be general unsecured obligations that will be junior in right of payment to all of our existing and future senior indebtedness. As of July 31, 2006, we had approximately $750 million of senior indebtedness and $239 million available under our revolving credit facility (net of $11 million of outstanding letters of credit).

We may not pay principal, premium, if any, interest or other amounts on account of the exchange senior subordinated notes in the event of a payment default or certain other defaults in respect of certain of our senior indebtedness, including debt under our revolving credit facility, unless the senior indebtedness has been paid in full or the default has been cured or waived. In addition, in the event of certain other defaults with respect to the senior indebtedness, we may not be permitted to pay any amount on account of the exchange senior subordinated notes for a designated period of time.

Because of the subordination provisions in the exchange senior subordinated notes, in the event of our bankruptcy, liquidation or dissolution, our assets will not be available to pay obligations under the exchange senior subordinated notes until we have made all payments in cash on our senior indebtedness. We do not know whether sufficient assets will remain after all these payments have been made to make any payments on the exchange senior subordinated notes, including payments of principal or interest when due.

Your right to receive payments on the exchange notes is also junior to the rights of those unsecured creditors whose debts are mandatorily preferred by law.

Under Singapore insolvency laws and under the laws of the United States, in the event of the bankruptcy, liquidation or dissolution of our company, certain unsecured debts are mandatorily preferred by law to other unsecured debts. These preferential unsecured debts include:

•  costs and expenses of the winding up;

•  amounts due to employees of our company in respect of wages, retrenchment benefits, workmen’s compensation and provident funds; and

•  all taxes due from our company.

These preferential unsecured debts will rank in priority to all of our other unsecured debts, including payments under the exchange notes. As a result, in the event of our bankruptcy, liquidation or dissolution, our assets will not be available to pay obligations under the exchange notes until we have made all payments on the preferential unsecured debts. We do not know whether sufficient assets will remain after these payments have been made to make any payments on the exchange notes, including payments of principal or interest when due.

The obligations of our subsidiaries under the exchange notes could be deemed a fraudulent conveyance under certain circumstances and a court may subordinate or void them.

Under various fraudulent conveyance or fraudulent transfer laws (including under the laws of the United States), a court could subordinate or void the obligations of our subsidiaries under the exchange notes.

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Generally, to the extent that a court were to find that at the time one of the subsidiary co-issuers issued the exchange notes or one of our subsidiaries entered into a subsidiary guarantee either:

•  the subsidiary co-issuer issued the exchange notes or the subsidiary guarantor incurred the subsidiary guarantee with the intent to hinder, delay or defraud any present or future creditor or contemplated insolvency with a design to favor one or more creditors to the exclusion of others; or

•  the subsidiary co-issuer or subsidiary guarantor did not receive fair consideration or reasonably equivalent value for issuing the exchange notes or the subsidiary guarantee and, at the time it issued the exchange notes or the subsidiary guarantee, the subsidiary co-issuer or subsidiary guarantor:

•  was insolvent or became insolvent as a result of issuing the exchange notes or the subsidiary guarantee;

•  was engaged or about to engage in a business or transaction for which the remaining assets of the subsidiary co-issuer or subsidiary guarantor constituted unreasonably small capital;

•  intended to incur, or believed that it would incur, debts beyond its ability to pay those debts as they matured; or

•  was a defendant in an action for money damages, or had a judgment for money damages declared against such subsidiary co-issuer or subsidiary guarantor if, after final judgment, the judgment is unsatisfied;

the court could void or subordinate the subsidiary co-issuer’s obligations under the exchange notes or the subsidiary guarantee in favor of the issuer’s or the subsidiary guarantor’s other obligations. In addition, any payment by a subsidiary co-issuer or any subsidiary guarantor could be voided and required to be returned to the subsidiary co-issuer or such subsidiary guarantor, or to a fund for the benefit of its creditors.

Among other things, a legal challenge of a subsidiary co-issuer’s obligations under the exchange notes or a subsidiary guarantee on fraudulent conveyance grounds could focus on the benefits, if any, realized by the subsidiary co-issuers or subsidiary guarantors as a result of the issuance of the exchange notes. To the extent a subsidiary co-issuer’s obligations under the exchange notes or a subsidiary guarantee is voided as a fraudulent conveyance or held unenforceable for any other reason, the holders of the exchange notes would not have any claim against that subsidiary co-issuer or subsidiary guarantor and would be creditors solely of the subsidiary co-issuers and subsidiary guarantors, if any, whose obligations under the exchange notes or subsidiary guarantees were not held unenforceable.

We may not be able to raise the money necessary to finance the change of control offer required by the indentures.

Upon the occurrence of certain specific kinds of change of control events, we are required to offer to repurchase all outstanding exchange notes at 101% of the principal amount plus accrued and unpaid interest and additional interest, if any, to the date of repurchase. However, it is possible that we will not have sufficient funds at the time of the change of control to make the required repurchase of exchange notes or that restrictions under our senior credit facilities or other agreements will not allow such repurchases. If any change of control occurs, we do not know whether we will have sufficient funds to satisfy all of our debt obligations. See “Description of Exchange Senior Notes — Repurchase at the Option of Holders” and “Description of Exchange Senior Subordinated Notes — Repurchase at the Option of Holders.”

The interests of our controlling shareholder may differ from the interests of the holders of the exchange notes.

Our controlling shareholder, Bali Investments S.ár.l., beneficially owns approximately 81% of the outstanding voting shares of Avago Technologies Limited, the ultimate parent company of the obligors under the exchange notes offered hereby. As a result of this ownership and the terms of a shareholder agreement, this shareholder is entitled to elect at least a majority of the directors of Avago Technologies Limited, to appoint new management and to approve actions requiring the approval of the holders of its outstanding voting

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shares as a single class, including adopting most amendments to our articles of association and approving mergers or sales of all or substantially all of our assets. Through their control of Avago Technologies Limited, Bali Investments controls us, the subsidiary co-issuers and all of our subsidiary guarantors.

The interests of our controlling shareholder may differ from your interests in material respects. For example, if we encounter financial difficulties or are unable to pay our debts as they mature, the interests of our controlling shareholder and its affiliates, as equity holders, might conflict with your interests as an exchange note holder. Our controlling shareholder and its affiliates may also have an interest in pursuing acquisitions, divestitures, financings or other transactions that, in their judgment, could enhance the value of their equity investments, even though such transactions might involve risks to you as an exchange note holder. Additionally, the indentures governing the exchange notes permit us to pay advisory fees, dividends or make other restricted payments under certain circumstances, and our controlling shareholder and its affiliates may have an interest in our doing so.

Affiliates of our controlling shareholder are in the business of making investments in companies, and may from time to time in the future, acquire interests in businesses that directly or indirectly compete with certain portions of our business or are suppliers or customers of ours. You should consider that the interests of these holders may differ from yours in material respects. See “Security Ownership of Certain Beneficial Owners,” “Certain Relationships and Related Party Transactions,” “Description of Other Indebtedness,” “Description of Exchange Senior Notes” and “Description of Exchange Senior Subordinated Notes.”

Your ability to transfer the exchange notes may be limited by the absence of an active trading market, and there is no assurance that any active trading market will develop for the exchange notes.

We are offering the exchange notes to the holders of the outstanding notes. The outstanding notes were offered and sold in December 2005 to institutional investors and are eligible for trading in the PORTAL market.

We do not intend to apply for a listing of the exchange notes on any securities exchange or on any automated dealer quotation system in the United States or elsewhere. There is currently no established market for the exchange notes and we cannot assure you as to the liquidity of markets that may develop for the exchange notes, your ability to sell the exchange notes or the price at which you would be able to sell the exchange notes. If such markets were to exist, the exchange notes could trade at prices that may be lower than their principal amount or purchase price depending on many factors, including prevailing interest rates, the market for similar notes, our financial and operating performance and other factors. The initial purchasers in the private offering of the outstanding notes have advised us that they currently intend to make a market with respect to the exchange notes. However, these initial purchasers are not obligated to do so, and any market making with respect to the exchange notes may be discontinued at any time without notice. In addition, such market making activity may be limited during the pendency of the exchange offers or the effectiveness of a shelf registration statement in lieu thereof. Therefore, we do not know whether an active market for the exchange notes will develop or, if developed, that it will continue. Historically, the market for non-investment grade debt has been subject to disruptions that have caused substantial volatility in the prices of securities similar to the exchange notes. The market, if any, for the exchange notes may experience similar disruptions and any such disruptions may adversely affect the prices at which you may sell your exchange notes.

Avago Technologies Finance Pte. Ltd. has no operations of its own and may not have sufficient cash to make payments on the exchange notes.

We have no operations of our own and derive substantially all of our revenue and cash flows from our subsidiaries. Our principal assets are the equity interests we hold in our operating subsidiaries. As a result, we are dependent upon dividends and other payments from our subsidiaries to generate the funds necessary to meet our outstanding debt service and other obligations. Our subsidiaries may not generate sufficient cash from operations to enable us to make principal and interest payments on our indebtedness, including the notes. In addition, any payments on dividends, distributions, loans or advances to us by our subsidiaries could be subject to restrictions on dividends or repatriation of earnings under applicable local law, taxation and

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monetary transfer restrictions in the jurisdictions in which our subsidiaries operate. In addition, payments to us by our subsidiaries will be contingent upon our subsidiaries’ earnings. Our subsidiaries are, or in the future may be, subject to agreements that may restrict payments from the applicable subsidiary to us. While the indentures and our senior credit facilities provide for limitations on these restrictions, we cannot assure you that agreements governing the current and future indebtedness of our subsidiaries will permit the applicable subsidiary to provide us with sufficient cash to fund payments on the exchange notes when due.

We are not currently required to evaluate our internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act of 2002, which may lead to our investors losing confidence in our reported financial information.

We are not currently subject to the requirements of Section 404 of the Sarbanes-Oxley Act of 2002. Section 404 requires management of a reporting company to annually review, assess and disclose the effectiveness of the company’s internal control over financial reporting and a report by independent auditors addressing such assessments. We currently expect that we will not be subject to Section 404 until our fiscal year ending October 31, 2008. We do not know whether our assessment will identify material weaknesses in our internal controls.

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FORWARD-LOOKING STATEMENTS

This prospectus contains “forward-looking statements” within the meaning of the federal securities laws, which involve risks and uncertainties. You can identify forward-looking statements because they contain words such as “believe,” “expect,” “may,” “will,” “should,” “seek,” “approximately,” “intend,” “plan,” “estimate,” or “anticipate” or similar expressions that concern our strategy, plans or intentions. All statements we make relating to estimated and projected earnings, margins, costs, expenditures, cash flows, growth rates and financial results are forward-looking statements. In addition, we, through our senior management, from time to time make forward-looking public statements concerning our expected future operations and performance and other developments. All of these forward-looking statements are subject to risks and uncertainties that may change at any time, and, therefore, our actual results may differ materially from those we expected. We derive most of our forward-looking statements from our operating budgets and forecasts, which are based upon many detailed assumptions. While we believe that our assumptions are reasonable, we caution that it is very difficult to predict the impact of known factors, and, of course, it is impossible for us to anticipate all factors that could affect our actual results. Important factors that could cause actual results to differ materially from our expectations are disclosed under “Risk Factors” and elsewhere in this prospectus, including, without limitation, in conjunction with the forward-looking statements included in this prospectus. Some of the factors that we believe could affect our results include:

•  our substantial indebtedness;

•  certain covenants in our debt documents;

•  general economic and market conditions;

•  the overall condition of the semiconductor industry;

•  our separation from Agilent;

•  our transformation from a business segment of Agilent to a stand-alone company;

•  changes in tax laws;

•  the integration of acquired businesses, the performance of acquired businesses and the prospects for future acquisitions;

•  the effect of war, terrorism, natural disasters or other catastrophic events;

•  the effect of disruptions to our systems and infrastructure, including our IT infrastructure and enterprise resource planning system;

•  the timing and scope of technological advances;

•  the ability to retain and attract customers and key personnel;

•  risks relating to the transaction of business internationally; and

•  the other factors set forth under “Risk Factors.”

We caution you that the foregoing list of important factors may not contain all of the material factors that are important to you. In addition, in light of these risks and uncertainties, the matters referred to in the forward-looking statements contained in this prospectus may not in fact occur. We undertake no obligation to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law.

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SIGNIFICANT TRANSACTIONS

The Acquisition

On December 1, 2005, our parent company (Avago Technologies Limited), a limited company organized under the laws of the Republic of Singapore, completed the Acquisition of the assets of Agilent’s Semiconductor Products Group business segment for approximately $2.7 billion. The Equity Investors invested approximately $1,300 million, consisting of $1,050 million of ordinary shares and $250 million of redeemable convertible preference shares, in our business as part of the Acquisition. These funds were invested by the Equity Investors directly or indirectly in Parent, which contributed the proceeds to its wholly owned subsidiary, Avago Technologies Holding Pte. Ltd. (Holdings), a private limited company organized under the laws of the Republic of Singapore, which in turn contributed the proceeds to its wholly owned subsidiary, Avago Technologies Finance Pte. Ltd., a Singapore private limited company and one of the issuers of the notes.

The following chart presents our present organizational structure. For further information, please see “Capitalization,” and “Security Ownership of Certain Beneficial Owners.”

(1)	In connection with our equity capitalization, each of Parent, Holdings and our company issued to its shareholder(s) approximately $1,050 million of ordinary shares with substantially similar terms.
(2)	Avago Technologies Holding Pte. Ltd. and its material subsidiaries have guaranteed the senior credit facilities. Subsidiaries of Avago Technologies Finance Pte. Ltd. that have guaranteed the senior credit facilities (other than the subsidiary co-issuers) have also initially guaranteed the notes.
(3)	In connection with the financing of the Acquisition, we issued $1,000 million principal amount of notes and entered into senior credit facilities in an aggregate principal amount of $975 million, consisting of a six-year revolving credit facility in an aggregate principal amount of $250 million and a seven-year term loan facility in an aggregate principal amount of up to $725 million, of which $475 million was drawn at the closing of the Acquisition. Up to $250 million was available under our term loan facility on a delayed-draw basis until April 30, 2006. On January 26, 2006, as permitted by our senior credit agreement and the indentures governing the outstanding notes, we drew the full $250 million under the delayed-draw portion of our term loan facility to retire all of our redeemable convertible preference shares. We used $420 million of net proceeds from the sale of our Storage Business and $245 million of net proceeds from the sale of our Printer ASICs Business to permanently repay borrowings under our term loan facility. As of July 31, 2006, we had permanently repaid all outstanding amounts under the term loan facility.

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Since the closing of the Acquisition, we have assumed responsibility for providing certain key services previously provided by Agilent, including audit, human resources, legal, payroll accounting, procurement, tax accounting and treasury. Pursuant to the Master Separation Agreement, Agilent provided us with other key services on an interim basis, including, among others, accounting and IT services (including enterprise resource planning systems). Agilent’s obligations under the Master Separation Agreement terminated on August 31, 2006. We currently provide these services internally and, in some cases, through outsourcing arrangements with third parties.

Sale of Storage Business

On February 28, 2006, we sold our Storage Business to PMC-Sierra, Inc. for net proceeds of $420 million. We used the net proceeds from the sale of our Storage Business to permanently repay borrowings under our term loan facility. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Dispositions.”

Sale of Printer ASICs Business

On May 1, 2006, we sold our Printer ASICs Business to Marvell Technology Group Ltd. for net proceeds of $245 million. Our agreement with Marvell also provides for up to $35 million in additional performance-based payments by Marvell to us upon the achievement of certain revenue targets by the acquired business. We used the net proceeds from the sale of our Printer ASICs Business to permanently repay borrowings under our term loan facility. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Dispositions.”

USE OF PROCEEDS

We will not receive any cash proceeds from the issuance of the exchange notes pursuant to the exchange offers. In consideration for issuing the exchange notes as contemplated in this prospectus, we will receive in exchange a like principal amount of outstanding notes, the terms of which are identical in all material respects to the exchange notes. The outstanding notes surrendered in exchange for the exchange notes will be retired and canceled and cannot be reissued. Accordingly, the issuance of the exchange notes will not result in any change in our capitalization.

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CAPITALIZATION

The following table summarizes our cash position and capitalization as of July 31, 2006. This table should be read in conjunction with the information included under the headings “Selected Financial Information” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes included elsewhere in this prospectus.

	As of July 31, 2006
	(In millions,
	except share data)
Cash and cash equivalents	$	200
Long-term debt:
Revolving credit facility(1)		—
101/8% senior notes due 2013		500
Senior floating rate notes due 2013(2)		250
117/8% senior subordinated notes due 2015		250
Long-term obligation for capital leases		4
Total long-term debt		1,004
Shareholder’s equity:
Preference shares, no par value, none issued and outstanding		—
Ordinary shares, no par value, 210,460,262 shares issued and outstanding		1,057
Accumulated deficit		(149	)
Total shareholder’s equity		908
Total capitalization	$	1,912

(1)	Excludes $11 million of outstanding letters of credit.
(2)	The senior floating rate notes due 2013 accrue interest at a rate equal to LIBOR plus 5.5%. The interest rate on the senior floating rate notes due 2013 was 10.73% as of July 31, 2006.

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SELECTED FINANCIAL INFORMATION

Set forth below is selected financial information as of and for the periods presented. You should read this data together with the information under the headings “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the historical financial statements and related notes included elsewhere in this prospectus. The selected statements of operations data for the years ended October 31, 2004 and 2005, the nine months ended July 31, 2005, the one month ended November 30, 2005 and the nine months ended July 31, 2006 and the selected balance sheet data as of October 31, 2005 and July 31, 2006 have been derived from audited historical financial statements and related notes included elsewhere in this prospectus. The selected statements of operations data for the year ended October 31, 2003 and the selected balance sheet data as of October 31, 2003 and 2004 and July 31, 2005 have been derived from audited historical financial statements and related notes not included in this prospectus. We represent that selected financial data for the year ended October 31, 2002 cannot be prepared without incurring unreasonable effort or expense. The historical financial data may not be indicative of our future performance and does not reflect what our financial position and results of operations would have been if we had operated as a stand-alone entity during all of the periods presented.

	Predecessor(1)												Company
								Nine		One			Nine
								Months		Month			Months
								Ended		Ended			Ended
	Year Ended October 31,							July 31,		Nov. 30,			July 31,
	2003			2004		2005		2005		2005			2006(2)
	(In millions)
Statements of Operations Data:
Net revenue(3)	$	1,305		$	1,783	$	1,559	$	1,126	$	125		$	1,073
Costs and expenses:
Cost of products sold		992			1,249		1,037		749		96			701
Amortization of intangible assets		—			—		—		—		—			41
Total cost of products sold		992			1,249		1,037		749		96			742
Research and development		232			207		218		161		24			147
Selling, general and administrative		256			250		256		181		28			178
Amortization of intangible assets		—			—		—		—		—			56
Acquired in-process research and development		—			—		—		—		—			2
Total costs and expenses		1,480			1,706		1,511		1,091		148			1,125
Income (loss) from operations(3)		(175	)		77		48		35		(23	)		(52	)
Interest expense(4)		—			—		—		—		—			114
Other income, net		1			4		7		10		—			8
Income (loss) from continuing operations before income taxes		(174	)		81		55		45		(23	)		(158	)
Provision for income taxes		10			25		33		13		2			3
Income (loss) from continuing operations		(184	)		56		22		32		(25	)		(161	)
Income from discontinued operations, net of income taxes		7			17		9		14		1			12
Net income (loss)	$	(177	)	$	73	$	31	$	46	$	(24	)	$	(149	)
Balance Sheet Data (at end of period):
Total assets	$	861		$	921	$	840	$	829				$	2,222
Long-term debt		—			—		—		—					1,004
Total invested equity/shareholder’s equity	$	609		$	650	$	529	$	591				$	908
Other Financial Data:
Ratio of earning to fixed charges(5)		—			11.1		10.2		46		—			—

 

(1) Predecessor refers to the Semiconductor Products Group business segment of Agilent Technologies, Inc.

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(2)

We completed the Acquisition on December 1, 2005. The Acquisition was accounted for as a purchase business combination under U.S. GAAP and thus the financial results for all periods from and after December 1, 2005 are not necessarily comparable to the prior results of Predecessor. We did not have any operating activity prior to December 1, 2005. Accordingly, our results for the nine months ended July 31, 2006 represent only the eight months of our operations since completion of the Acquisition.

(3)

The divestiture of the Camera Module Business by the Predecessor on February 3, 2005 did not meet the criteria for discontinued operations treatment under U.S. GAAP and, as such, its historical results remain included in our results from continuing operations as presented in this prospectus. The following tables present the operating results of the Camera Module Business:

 Camera Module Business results:

	Year Ended October 31,
	Predecessor														Company
										Nine			One		Nine
										Months			Month		Months
										Ended			Ended		Ended
										July 31			Nov. 30,		July 31,
	2003			2004			2005			2005			2005		2006
	(In millions)
Net revenue	$	58		$	296		$	69		$	69			—		—
Income (loss) from operations		(37	)		(63	)		(7	)		(7	)		—		—

(4)

Interest expense for the nine months ended July 31, 2006 includes an aggregate of $29 million of amortization of debt issuance costs and commitment fees for expired facilities, including $19 million of unamortized debt issuance costs that were written off in conjunction with the repayment of the term loan facility during this period. As of July 31, 2006, we had permanently repaid all outstanding amounts under the term loan facility.

(5)

For purposes of completing this ratio of earnings to fixed charges, “fixed charges” consist of interest expense on all indebtedness plus amortization of debt issuance costs and an estimate of interest expense within rental expense. “Earnings” consist of pre-tax income (loss) from continuing operations plus fixed charges and unamortized capitalized debt issuance costs. Earnings were insufficient to cover fixed charges by $174 million for the year ended October 31, 2003, $23 million for the one month ended November 30, 2005 and $120 million for the nine months ended July 31, 2006.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations includes periods prior to the Acquisition and related financings (collectively, the “Transactions”). Accordingly, the discussion and analysis of the Predecessor period does not reflect the significant impact of the Transactions. This discussion may contain forward-looking statements based upon current expectations that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under the caption “Risk Factors” or in other parts of this prospectus.

Overview

We are a leading global supplier of a broad range of mostly analog semiconductors that enable digital semiconductors to effectively interpret and interface with users in the real world. Our operations are primarily fabless, which means that we rely on independent foundries and third-party contractors to perform most manufacturing, assembly and test functions. This strategy allows us to focus on designing, developing and marketing our products and significantly reduces the amount of capital we need to invest in manufacturing products. We serve four primary target markets: wireless communications, wired infrastructure, industrial/automotive electronics and computing peripherals.

We are the Successor to the Semiconductor Products Group (“SPG”) business segment of Agilent. We purchased the assets of SPG on December 1, 2005 for approximately $2.7 billion. The Acquisition was accounted for by the purchase method of accounting for business combinations and, accordingly, the purchase price was allocated to the net assets acquired based on their estimated fair values. Agilent operated with a fiscal year ending on each October 31, and we have retained that annual fiscal period. The accompanying consolidated financial statements are presented for two periods: Predecessor and Successor, which relate to the period preceding the Acquisition and the period succeeding the Acquisition, respectively. We did not have any significant operating activity prior to December 1, 2005 and accordingly, all references to the nine months ended July 31, 2006 represent only the eight months of our operations since completion of the Acquisition. All of the financial statements included in this prospectus are presented in U.S. GAAP and expressed in U.S. dollars unless otherwise noted.

Predecessor’s financial statements were prepared using Agilent’s historical bases in the assets and liabilities. As such, the Predecessor financial statements include allocations of certain Agilent corporate expenses, including centralized research and development, legal, accounting, employee benefits, real estate, insurance services, information technology services, treasury and other Agilent corporate and infrastructure costs. The expense allocations were determined on bases that Agilent considered to be a reasonable reflection of the utilization of services provided or the benefit received by Predecessor. These internal allocations by Agilent ended on November 30, 2005. From and after December 1, 2005, we acquired select services on a transitional basis from Agilent under a Master Separation Agreement (“MSA”). Over the eight-month period ended July 31, 2006, we progressively reduced the services provided by Agilent under the MSA and transitioned to substitute services either provided internally or through outsourcing vendors retained by us. Agilent’s obligations under the MSA terminated on August 31, 2006. Therefore, the financial information presented in Predecessor’s financial statements is not necessarily indicative of what our consolidated financial position, results of operations or cash flows would have been had we been a separate, stand-alone entity. Further, our interim results to date in fiscal 2006 reflect a changing combination of Agilent-sourced and internally-sourced services and do not necessarily represent our cost structure that will apply in future periods when all such services are sourced solely by us.

We financed the Acquisition through the issuance to Holdings of approximately $1,300 million of equity, consisting of $1,050 million of ordinary shares, $250 million of redeemable convertible preference shares, borrowings under our senior credit facilities in the principal amount of $475 million and the issuance of the notes in the principal amount of $1,000 million. In January 2006, as permitted by our senior credit agreement and the indentures governing the notes, we drew the full $250 million under the delayed-draw portion of our

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term loan facility to retire all of our redeemable convertible preference shares. We have subsequently permanently repaid the term loan facility principally through the net proceeds from the dispositions of our Storage Business and Printer ASICs Business.

Dispositions

On February 17, 2006, we entered into a definitive agreement to sell our Printer ASICs Business to Marvell International Technology Ltd., or Marvell. Our agreement with Marvell also provides for up to $35 million in additional performance-based payments by Marvell to us upon the achievement of certain revenue targets by the acquired business. This transaction closed on May 1, 2006, resulting in $245 million of net cash proceeds. For financial reporting purposes, there was no gain or loss recorded on the sale. In May 2006, we used the net proceeds to permanently repay a portion of the term loan facility.

On October 28, 2005, we entered into a definitive agreement to sell our Storage Business to PMC-Sierra, Inc., subject to certain conditions, including our completion of the Acquisition. This transaction closed on February 28, 2006, resulting in $420 million of net cash proceeds. For financial reporting purposes, there was no gain or loss recorded on the sale. In March 2006, we used the net proceeds from this sale to permanently repay a portion of the term loan facility.

On February 3, 2005, Predecessor sold its Camera Module Business to Flextronics International Ltd., or Flextronics. The assets sold did not include the image sensor products, which were retained and which we now provide to Flextronics as a supplier. Flextronics paid $13 million upon closing and agreed to pay an additional $12 million (in twelve equal quarterly installments) payable each fiscal quarter following the February 2005 closing date. The agreement also provides for up to $13 million in additional performance-based payments by Flextronics upon the achievement of certain revenue targets by the acquired business.

The Printer ASICs Business and the Storage Business are treated as discontinued operations in our consolidated financial statements. However, the divestiture of the Camera Module Business by Predecessor did not meet the criteria for discontinued operations treatment under U.S. GAAP and, as such, historical results of the Camera Module Business are included in Predecessor’s financial results from continuing operations until February 3, 2005.

Critical Accounting Policies and Estimates

The preparation of financial statements in accordance with accounting principles generally accepted in the United States, or U.S. GAAP, requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. We base our estimates and assumptions on current facts, historical experience and various other factors that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by us may differ materially and adversely from our estimates. Our critical accounting policies are those that affect our historical financial statements materially and involve difficult, subjective or complex judgments by management. Those policies include revenue recognition, valuation of long-lived assets, intangible assets and goodwill, inventory valuation and accounting for income taxes.

Revenue recognition.  We recognize revenue, net of sales returns and allowances, provided that (1) persuasive evidence of an arrangement exists, (2) delivery has occurred, (3) the price is fixed or determinable and (4) collectibility is reasonably assured. Delivery is considered to have occurred when title and risk of loss have transferred to the customer. We consider the price to be fixed or determinable when the price is not subject to refund or adjustments or when any such adjustments are accounted for. We evaluate the creditworthiness of our customers to determine that appropriate credit limits are established prior to the acceptance of an order. Revenue, including sales to resellers and distributors, is reduced for estimated returns and distributor allowances. We recognize revenue from sales of our products to distributors upon delivery of product to the distributors. An allowance for distributor credits covering price adjustments and scrap allowances is made based on our estimate of historical experience rates as well as considering economic

41

conditions and contractual terms. Actual distributor claims activity have been materially consistent with the provisions we have made based on our historical estimates.

Valuation of Long-lived Assets, Intangible Assets and Goodwill.  We assess the impairment of long-lived assets, intangible assets and goodwill whenever events or changes in circumstances indicate that the carrying value of such assets may not be recoverable. We are also required to perform annual assessments of goodwill impairment. Factors we consider important which could trigger an impairment review include (i) significant underperformance relative to historical or projected future operating results, (ii) significant changes in the manner of our use of the acquired assets or the strategy for our overall business, and (iii) significant negative industry or economic trends. An impairment loss is recognized if the sum of the expected future cash flows (undiscounted and before interest) from the use of the asset is less than the net book value of the asset. The amount of the impairment loss will generally be measured as the difference between the net book values of the asset and its estimated fair value. We intend to perform an annual impairment review during the fourth fiscal quarter of each year, or more frequently if we believe indicators of impairment exist.

Inventory valuation.  We value our inventory at the lower of the actual cost of the inventory or the current estimated market value of the inventory, cost being determined under the first-in, first-out method. We regularly review inventory quantities on hand and record a provision for excess and obsolete inventory based primarily on our estimated forecast of product demand and production requirements. Demand for our products can fluctuate significantly from period to period. A significant decrease in demand could result in an increase in the amount of excess inventory quantities on hand. In addition, our industry is characterized by rapid technological change, frequent new product development and rapid product obsolescence that could result in an increase in the amount of obsolete inventory quantities on hand. Additionally, our estimates of future product demand may prove to be inaccurate, which may cause us to understate or overstate both the provision required for excess and obsolete inventory and cost of products sold. Therefore, although we make every effort to ensure the accuracy of our forecasts of future product demand, any significant unanticipated changes in demand or technological developments could have a significant impact on the value of our inventory and our results of operations.

Accounting for income taxes.  We record a tax provision for the anticipated tax consequences of the reported results of operations. In accordance with Statement of Financial Accounting Standards (SFAS) No. 109, “Accounting for Income Taxes”, the provision for income taxes is computed using the asset and liability method, under which deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating losses and tax credit carryforwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates that apply to taxable income in effect for the years in which those tax assets are expected to be realized or settled. We record a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized. Significant management judgment is required in developing our provision for income taxes, including the determination of deferred tax assets and liabilities and any valuation allowances that might be required against the deferred tax assets. We have considered future taxable income and ongoing prudent and feasible tax planning strategies in assessing the need for valuation allowances. If we determine, in the future, a valuation allowance is required, such adjustment to the deferred tax assets would increase tax expense in the period in which such determination is made. Conversely, if we determine, in the future a valuation allowance is excess to our requirement, such adjustment to the deferred tax assets would decrease tax expense in the period in which such determination is made. In evaluating the exposure associated with various tax filing positions, we accrue income tax charges for probable exposures.

Net Revenue

Substantially all of our net revenue is derived from sales of semiconductor components incorporated into electronic products. We serve four primary target markets: wireless communications, wired infrastructure, industrial/automotive electronics and computing peripherals. We sell our products primarily through our direct sales force. We also utilize distributors for a portion of our business.

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Erosion of average selling prices of established products is typical of the industry, with new products typically yielding higher gross margins. Consistent with trends in the semiconductor industry, we anticipate that average selling prices will continue to drop in the future. However, as part of our normal course of business, we plan to offset price reductions with efforts to reduce manufacturing costs of existing products and with new product introductions.

Historically, a relatively small number of customers have accounted for a significant portion of our net revenue. In the fiscal years ended October 31, 2004 and 2005 and the nine months ended July 31, 2006, Cisco Systems, Inc. accounted for 10%, 13% and 15%, respectively, of our net revenue from continuing operations, Avnet, Inc., a distributor, accounted for 10%, 11% and 15%, respectively, of our net revenue from continuing operations, Arrow Electronics, Inc., a distributor, accounted for 7%, 8% and 10%, respectively, of our net revenue from continuing operations, and our top 10 customers collectively accounted for 68%, 61% and 71%, respectively, of our net revenue from continuing operations. We expect to continue to experience significant customer concentration in future periods.

The demand for our products has been affected in the past, and may continue to be affected in the future, by various factors, including, but not limited to, the following:

•  general economic and market conditions in the semiconductor industry and in our target markets;

•  our ability to specify, develop or acquire, complete, introduce and market new products and technologies in a cost effective and timely manner;

•  the timing, rescheduling or cancellation of expected customer orders and our ability to manage inventory;

•  the rate at which our present and future customers and end-users adopt our products and technologies in our target markets; and

•  the qualification, availability and pricing of competing products and technologies and the resulting effects on sales and pricing of our products.

For these and other reasons, our net revenue for the nine months ended July 31, 2006 and prior periods may not necessarily be indicative of future net revenue and results of operations.

Costs and Expenses

Cost of products sold.  Our cost of products sold consists primarily of the cost of semiconductor wafers and other materials, and the cost of assembly and test. Cost of products sold also includes personnel costs and overhead related to our manufacturing and manufacturing engineering operations, related occupancy, computer services and equipment costs, manufacturing quality, order fulfillment and inventory adjustments, including write-downs for inventory obsolescence and other manufacturing expenses.

Research and development.  Research and development expense consists primarily of personnel costs for our engineers engaged in the design, development and technical support of our products and technologies. These expenses also include project material costs, third-party fees paid to consultants, prototype development expenses, allocated facilities costs and other corporate expenses and computer services costs related to supporting computer tools used in the engineering and design process.

Selling, general and administrative.  Our sales and marketing expense consists primarily of compensation and associated costs for sales and marketing personnel, sales commissions paid to our independent sales representatives, costs of advertising, trade shows, corporate marketing, promotion, travel related to our sales and marketing operations, related occupancy and equipment costs and other marketing costs. Our general and administrative expense consists primarily of compensation and associated costs for executive management, finance, human resources and other administrative personnel, outside professional fees, allocated facilities costs and other corporate expenses.

Amortization of intangible assets.  In connection with the Acquisition, we recorded intangible assets of $1,233 million, net of assets of the Storage Business held for sale. These are being amortized over their

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estimated useful lives of six months to 20 years. In connection with the Acquisition we also recorded goodwill of $193 million, net of assets of the Storage Business held for sale, which is not being amortized.

Interest expense.  In connection with the Acquisition, we incurred substantial indebtedness. Although this debt has been substantially reduced over the past eight months, principally through net proceeds derived from the divestiture of our Storage Business and Printer ASICs Business, the interest expense relating to this debt has adversely affected, and will continue to adversely affect, our earnings.

Other income, net.  Other income, net includes interest income, currency gain (loss) on balance sheet remeasurement and other miscellaneous items.

Provision for income taxes.  We have received material tax concessions in Singapore and in Malaysia. Such tax concessions require that we meet certain operating conditions to retain these tax concessions. As a result of the tax concessions, we expect our operations to be subject to relatively lower income taxes than would otherwise be the case under ordinary tax rates.

Results from continuing operations

Combined Nine Months Ended July, 31, 2006 Compared to Predecessor’s Nine Months Ended July 31, 2005

The table below combines the results of operations for the Company for the nine months ended July 31, 2006 (which includes the operations of our business only for the eight months from and after the closing of the Acquisition on December 1, 2005) with those of Predecessor for the month of November 2005. We acquired SPG on December 1, 2005 and our results of operations include the results of SPG operations from that date. We did not have any significant operating activity prior to December 1, 2005. We believe that this presentation provides the most meaningful comparison of our results. The combined operating results have not been prepared as pro forma results under applicable regulations, may not reflect the actual results we would have achieved absent the Acquisition and may not be predictive of future results of operations. In addition, the combined interim presentation is not in accordance with U.S. GAAP and the periods presented are not comparable because of, among other things, the change in the historical carrying value or basis of assets and liabilities that resulted from the Acquisition and our transition to a stand-alone entity. The historic periods of

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our Predecessor do not reflect the impact the Acquisition had on us, most notably significantly increased leverage and liquidity requirements, and may not be predictive of future results of operations.

												As a Percentage of
												Net Revenue
	Predecessor			Company			Combined			Predecessor		Combined			Predecessor
	One			Nine			Nine			Nine		Nine			Nine
	Month			Months			Months			Months		Months			Months
	Ended			Ended			Ended			Ended		Ended			Ended
	November 30,			July 31,			July 31,			July 31,		July 31,			July 31,
	2005			2006			2006			2005		2006			2005
Statement of Operations Data:
Net revenue	$	125		$	1,073		$	1,198		$	1,126		100.0	%		100.0	%
Costs and expenses:
Cost of products sold		96			701			797			749		66.5			66.5
Amortization of intangible assets		—			41			41			—		3.4			—
Total cost of products sold		96			742			838			749		69.9			66.5
Research and development		24			147			171			161		14.3			14.3
Selling, general and administrative		28			178			206			181		17.2			16.1
Amortization of intangible assets		—			56			56			—		4.7			—
Acquired in-process research and development		—			2			2			—		0.2			—
Total costs and expenses		148			1,125			1,273			1,091		106.3			96.9
Income (loss) from operations		(23	)		(52	)		(75	)		35		(6.3	)		3.1
Interest expense		—			114			114			—		9.5			—
Other income, net		—			8			8			10		0.7			0.9
Income (loss) from continuing operations before income taxes		(23	)		(158	)		(181	)		45		(15.1	)		4.0
Provision for income taxes		2			3			5			13		0.4			1.2
Income (loss) from continuing operations		(25	)		(161	)		(186	)		32		(15.5	)		2.8
Income from discontinued operations, net of income taxes		1			12			13			14		1.1			1.2
Net income (loss)	$	(24	)	$	(149	)	$	(173	)	$	46		(14.4	)%		4.0	%

Net revenue.  Net revenue was $1,198 million for the combined nine months ended July 31, 2006, as compared to $1,126 million for the nine months ended July 31, 2005, an increase of $72 million or 6.4%. On February 3, 2005, Agilent completed the sale of the Camera Module Business. Net revenue for the nine months ended July 31, 2005 includes $69 million of net revenue relating to the Camera Module Business. Excluding the Camera Module Business, net revenue increased by $141 million, or 13.3%. Net revenue from products targeted at the industrial/automotive electronics market experienced strong growth driven by increased shipments of optocouplers and increased demand for industrial encoders. Net revenue from products targeted at the wireless communications market increased as we focused on improving the mix of proprietary products to drive increased margin in this target market. Sales of our products targeted at the wired infrastructure market also experienced growth as the target market grew stronger in the nine months ended July 31, 2006 and boosted sales of our next generation products. Net revenue from products targeted at the computing peripherals market remained flat.

Cost of products sold.  Total cost of products sold, which includes amortization of manufacturing-related intangible assets purchased from Agilent, was $838 million for the combined nine months ended July 31,

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2006, as compared to $749 million for the nine months ended July 31, 2005, an increase of $89 million, or 11.9%. As a percentage of net revenue, cost of products sold increased from 66.5% to 69.9%, due to the amortization of intangibles of $41 million and a fair value adjustment of $43 million relating to inventory acquired as a part of the Acquisition.

Research and development.  Research and development expense was $171 million for the combined nine months ended July 31, 2006, as compared to $161 million for the nine months ended July 31, 2005, an increase of $10 million, or 6.2%. As a percentage of net revenue, research and development expenses remained flat at 14.3% for both periods.

Selling, general and administrative.  Selling, general and administrative expense was $206 million for the combined nine months year ended July 31, 2006, as compared to $181 million for the nine months ended July 31, 2005, an increase of $25 million, or 13.8%. As a percentage of net revenue, selling, general and administrative expense increased 1.2 percentage points, from 16.1% to 17.2%. Selling, general and administrative expense for the nine months ended July 31, 2006 increased as we incurred one-time transition costs in connection with establishing the corporate infrastructure required to operate as a stand-alone entity. In addition, the results for the one month ended November 30, 2005 include $7 million in transition costs allocated by Agilent and a $4 million stock-based compensation expense associated with the adoption of SFAS 123R by Agilent. Excluding transition expenses, selling, general and administrative expenses decreased over the period as we reduced the services provided by Agilent under the MSA and transitioned to our stand-alone corporate infrastructure.

Amortization of intangible assets.  Amortization of intangible assets was $56 million for the nine months ended July 31, 2006 and related to the Acquisition on December 1, 2005.

Acquired In-Process Research and Development (IPRD).  IPRD was $2 million for the combined nine months ended July 31, 2006 and related to completion of the Acquisition on December 1, 2005. The amounts allocated to IPRD were determined based on our estimates of the fair value of assets acquired using valuation techniques used in the semiconductor industry and were charged to expense in the first quarter of fiscal 2006. The projects that qualify for IPRD had not reached technical feasibility and no future use existed in Avago. In accordance with SFAS No. 2, Accounting for Research and Development Costs, as clarified by FASB Interpretation, or FIN, No. 4, Applicability of FASB Statement No. 2 to Business Combinations Accounted for by the Purchase Method — an Interpretation of FASB Statement No. 2, amounts assigned to IPRD meeting the above stated criteria were charge to expense as part of the allocation of the purchase price.

Interest expense.  Interest expense was $114 million for the combined nine months ended July 31, 2006, as compared to no interest expense for the nine months ended July 31, 2005. Interest expense for the nine months ended July 31, 2006 includes an aggregate of amortization of debt issuance costs and commitment fees for expired facilities, including $19 million of unamortized debt issuance costs that were written off in conjunction with the repayment of the term loan facility during this period. In connection with the Acquisition, we incurred substantial indebtedness. Although this debt has been substantially reduced over the past eight months, principally through net proceeds derived from the divestiture of our Storage Business and Printer ASICs Business, the interest expense relating to this debt has adversely affected, and will continue to adversely affect, our earnings. We presently estimate that our interest expense for the fiscal years ending October 31, 2006 and 2007 will be approximately $142 million and $109 million, respectively, subject to increase in the event of an increase in the interest rates applicable to our variable rate indebtedness.

Other income, net.  Other income, net was $8 million for the combined nine months ended July 31, 2006, as compared to $10 million for the nine months ended July 31, 2005, a decrease of $2 million, or 20%. The results for the nine months ended July 31, 2005 include a gain of $12 million on the sale of the Camera Module Business. Other income for the nine months ended July 31, 2006 includes $4 million of interest income and $2 million of currency gains on balance sheet remeasurement compared to none and none, respectively, in the corresponding period last year.

Provision for income taxes.  Our effective tax rate on continuing operations was 2.8% for the combined nine months ended July 31, 2006 compared to 28% for the nine months ended July 31, 2005. The low

46

effective tax rate was primarily due to a larger benefit from operations in low tax jurisdictions, favorable tax agreements in certain jurisdictions, including Singapore and Malaysia, and the associated reduction in withholding tax expense.

Predecessor Results from Continuing Operations for 2005 and 2004

The following table sets forth information derived from Predecessor’s statements of operations expressed as a percentage of net revenue.

	Year Ended
	October 31,
	2004			2005
Net revenue		100.0	%		100.0	%
Total cost of products sold		70.0			66.5
Research and development		11.6			14.0
Selling, general and administrative		14.0			16.4
Total costs and expenses		95.6			96.9
Income from operations		4.4			3.1
Other income, net		0.2			0.4
Income from continuing operations before income taxes		4.6			3.5
Provision for income taxes		1.4			2.1
Income from continuing operations		3.2			1.4
Income from discontinued operations, net of income taxes		1.0			0.6
Net income		4.2	%		2.0	%

Net revenue.  Net revenue was $1,559 million in 2005, as compared to $1,783 million for 2004, a decrease of $224 million, or 12.6%. This decline in net revenue was primarily due to the sale of the Camera Module Business on February 3, 2005, which contributed $296 million to net revenue in 2004 compared to $69 million in 2005. This decline was partially offset by $90 million of additional revenue in 2005 from image sensor products, which Predecessor began selling as a separate product following the disposition of the Camera Module Business. Net revenue from the wireless communications target market remained strong. However, net revenue from the computing peripherals target market decreased due to decreased market share and to average selling price erosion driven by industry-wide excess inventory levels and resulting increased competitive pressures. Net revenue from products targeted at the wired infrastructure target market decreased as a result of quality issues with the VCSEL oxide products.

Cost of products sold.  Cost of products sold was $1,037 million in 2005, as compared to $1,249 million in 2004, a decrease of $212 million, or 17.0%. The decrease was primarily attributable to lower inventory-related charges and other charges related to the Camera Module Business, as a result of the sale of this business on February 3, 2005, and the introduction of new products with higher gross margins, such as the laser mouse, film bulk acoustic resonator (FBAR) duplexers and color management modules. These decreases were partially offset by greater than expected average selling price erosion due to increased competitive pressures in the first half of 2005 due to excess inventory, coupled with inventory charges as a result of quality issues with the VCSEL oxide products sold to our wired infrastructure target market.

Research and development. Research and development expense was $218 million in 2005, as compared to $207 million in 2004, an increase of $11 million, or 5.3%. As a percent of net revenue, research and development expense increased from 11.6% in 2004 to 14.0% in 2005. The increase was primarily due to restructuring charges.

Selling, general and administrative.   Selling, general and administrative expense was $256 million in 2005, as compared to $250 million in 2004, an increase of $6 million, or 2.4%. As a percent of net revenue,

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selling, general and administrative expense increased 2.4 percentage points, from 14.0% in 2004 to 16.4% in 2005. In dollar terms, selling, general and administrative expenses were relatively flat.

Other income, net.  Other income, net was $7 million for 2005, as compared to $4 million for 2004, an increase of $3 million, or 75%.

Provision for income taxes.  The effective income tax rate on income from continuing operations was 59.6% for 2005 as compared to 30.5% for 2004. The effective tax rate for 2005 was higher than 2004 primarily due to the taxes associated with $473 million of earnings repatriated by Agilent under the Homeland Investment Act.

Backlog

Our sales are generally made pursuant to short-term purchase orders. These purchase orders are made without deposits and may be rescheduled, canceled or modified on relatively short notice, and in most cases without substantial penalty. Therefore, we believe that purchase orders are not a reliable indicator of future sales.

Seasonality

Sales of consumer electronics are concentrated during the holiday season, and as a result, we typically experience higher revenues during our fourth quarter while sales typically decline in our first quarter.

Liquidity and Capital Resources

We began operating as an independent company on December 1, 2005. Prior to that date, we operated as a business segment of Agilent, which funded all of our cash requirements, and received all of the cash our operations generated, through a centralized cash management system.

Our short-term and long-term liquidity requirements primarily arise from: (i) interest and principal payments related to our debt obligations, (ii) working capital requirements and (iii) capital expenditures.

We expect our cash flows from operations, combined with availability under our revolving credit facility, to provide sufficient liquidity to fund our current obligations, projected working capital requirements and capital spending for at least the next 12 months.

Our ability to service our indebtedness will depend on our ability to generate cash in the future. Given our high level of debt and related debt service requirements, we may not have significant cash available to meet any large unanticipated liquidity requirements, other than from available borrowings, if any, under our revolving credit facility. As a result, we may not retain a sufficient amount of cash to finance growth opportunities, including acquisitions, or unanticipated capital expenditures or to fund our operations. If we do not have sufficient cash for these purposes, our financial condition and our business could suffer.

Cash Flows for the Nine Months ended July 31, 2006

We generated cash from operations of $296 million during the nine months ended July 31, 2006. The net cash provided by operations in 2006 was primarily due to changes in working capital of $259 million and non-cash charges of $186 million, offset by a net loss of $149 million. Non-cash charges for the nine months ended July 31, 2006 include $159 million for depreciation and amortization and $21 million for amortization of debt issuance costs. Significant working capital changes contributing to cash provided by operations include a decrease in accounts receivable of $128 million due to improved collections, increase in accounts payable of $29 million due primarily to the timing of payments at the end of the quarter, increase in other current assets of $18 million due to higher net transaction tax receivables, an increase in other liabilities of $26 million primarily related to accrued interest expense, and an increase in employee compensation and benefits accruals of $49 million as the result of the implementation of our employee benefit programs. Transactional receivables and liabilities relate to VAT, sales tax and similar transactional taxes. Our reported cash flow from operations for the nine months ended July 31, 2006 reflects in part the initial build-up of current assets and liabilities not

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acquired or assumed from Agilent relating to taxes and employee obligations, and is not necessarily indicative of future cash flow.

Net cash used in investing activities for the nine months ended July 31, 2006 was $2,088 million. The net cash used in investing activities was principally due to the Acquisition for $2,707 million and investments in property, plant and equipment of $47 million, offset by net proceeds received from the sales of the Printer ASICs Business and Storage Business of $245 million and $420 million, respectively.

Net cash provided by financing activities for the nine months ended July 31, 2006 was $1,992 million. The net cash provided by financing activities was principally from proceeds of $1,666 million from debt borrowings and the issuance of ordinary and redeemable convertible preference shares of approximately $1,050 million and $250 million, respectively, less $725 million of debt repayments and $249 million associated with the redemption of all of the redeemable convertible preference shares.

Predecessor Cash Flows for 2005 and 2004

Agilent used a centralized approach to cash management and financing of its operations. Prior to December 1, 2005, transactions relating to Predecessor were accounted for through the Agilent net equity account. Accordingly, none of the Agilent cash, cash equivalents or debt at the corporate level were assigned to Predecessor in the historical financial statements for periods prior to December 1, 2005.

Predecessor generated cash from operations of $211 million in 2005 compared to $72 million in 2004. This increase was primarily due to $37 million of cash generated from trade accounts receivable and $28 million of cash generated from inventory during 2005, compared to $39 million of cash used in trade accounts receivable and $61 million of cash used for inventory during the same period in 2004, primarily offset by a decrease in net income from $73 million in 2004 to $31 million in 2005.

Net cash used in investing activities was $51 million in 2005 compared to $32 million in 2004. Investments in property, plant and equipment in 2005 increased to $59 million, an increase of $25 million from 2004. Predecessor also made one acquisition which used $9 million, net of the cash acquired. During fiscal 2005, Predecessor generated $14 million from the sale of property, plant and equipment primarily related to the sale of the Camera Module Business.

Net cash returned to Agilent amounted to $160 million in 2005 versus $40 million in 2004.

Indebtedness

We have a substantial amount of indebtedness. As of July 31, 2006, we had $1 billion outstanding in aggregate indebtedness, with an additional $250 million of borrowing capacity available under our revolving credit facility (not giving effect to outstanding letters of credit of $11 million at July 31, 2006, which reduce the amount available under our revolving credit facility on a dollar-for-dollar basis). Our liquidity requirements are significant, primarily due to debt service requirements. Our cash interest expense for the nine months ended July 31, 2006 was $93 million. For the three months ended July 31, 2006, our cash interest expense was $27 million.

We used $420 million of net proceeds from the sale of our Storage Business and $245 million of net proceeds from the sale of our Printer ASICs Business to permanently repay borrowings under our term loan facility, significantly reducing our indebtedness.

Senior Credit Facilities

In connection with the Acquisition, we entered into a senior credit agreement with a syndicate of financial institutions. The senior secured credit facilities initially consisted of (i) a seven-year $725 million term loan facility and (ii) a six-year, $250 million revolving credit facility for general corporate purposes.

The revolving credit facility includes borrowing capacity available for letters of credit and for borrowings on same-day or one-day notice referred to as swingline loans and is available to us and certain of our subsidiaries in U.S. dollars and other currencies. The term loan credit facility was available for drawdown

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until April 30, 2006. We drew $475 million under our term loan facility to finance a portion of the Acquisition. On January 26, 2006, as permitted by our senior credit agreement and the indentures governing the outstanding notes, we drew the full $250 million under the delayed-draw portion of our term loan facility to retire all of our redeemable convertible preference shares. We used the net proceeds from the sale of our Storage Business and Printer ASICs Business to permanently repay borrowings under our term loan facility. As of July 31, 2006, the term loan facility had been permanently repaid in full and may not be redrawn.

Interest Rate and Fees:  Borrowings under the revolving credit facility bear interest at a rate equal to an applicable margin plus, at our option, either (a) a base rate determined by reference to the higher of (1) the United States prime rate and (2) the federal funds rate plus 0.5% (or an equivalent base rate for loans originating outside the United States, to the extent available) or (b) a LIBOR rate (or the equivalent thereof in the relevant jurisdiction) determined by reference to the costs of funds for deposits in the currency of such borrowing for the interest period relevant to such borrowing adjusted for certain additional costs. The applicable margin for borrowings under the revolving credit facility is 1% with respect to base rate borrowings and 2% with respect to LIBOR borrowings. At July 31, 2006, the lender’s base rate was 8.25% and the one-month LIBOR rate was 5.39%. The applicable margin for borrowings under the revolving credit facility may be reduced subject to us maintaining certain leverage ratios.

We are required to pay a commitment fee to the lenders under the revolving credit facility with respect to any unutilized commitments thereunder. The commitment fee on the revolving credit facility is 0.375% per annum, which is subject to us maintaining certain leverage ratios. We must also pay customary letter of credit fees.

Maturity:  Principal amounts outstanding under the revolving credit facility are due and payable in full on December 1, 2011. As of July 31, 2006 we have not borrowed against the revolving credit facility, although we had $11 million of letters of credit outstanding under the facility which reduce the amount available on a dollar-for-dollar basis.

Certain Covenants and Events of Default:  The senior credit agreement contains a number of covenants that, among other things, restrict, subject to certain exceptions, our ability to:

•  incur additional debt or issue certain preferred shares;

•  create liens on assets;

•  enter into sale-leaseback transactions;

•  engage in mergers or consolidations;

•  sell assets;

•  pay dividends and distributions, repurchase our capital stock or make other restricted payments;

•  make investments, loans or advances;

•  make capital expenditures;

•  repay subordinated indebtedness (including the senior subordinated notes);

•  make certain acquisitions;

•  amend material agreements governing our subordinated indebtedness (including the senior subordinated notes);

•  change our lines of business; and

•  change the status of Holdings as a passive holding company.

In addition, the senior credit agreement requires us to maintain a maximum senior secured leverage ratio. The senior credit agreement also contains certain customary affirmative covenants and events of default. See “Description of Other Indebtedness.” We were in compliance with all our covenants at July 31, 2006.

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Senior Notes and Senior Subordinated Notes

In connection with the Acquisition, we completed a private placement of $1,000 million principal amount of unsecured debt consisting of (i) $500 million principal amount of 101/8% senior notes due December 1, 2013, (ii) $250 million principal amount of senior floating rate notes due June 1, 2013, and (iii) $250 million principal amount of 117/8% senior subordinated notes due December 1, 2015.

The indentures governing the outstanding senior notes and senior subordinated notes limit our (and most or all of our subsidiaries’) ability to:

•  incur additional indebtedness and issue disqualified stock or preferred shares;

•  pay dividends or make other distributions on, redeem or repurchase our capital stock or make other restricted payments;

•  make investments, acquisitions, loans or advances;

•  incur or create liens;

•  transfer or sell certain assets;

•  engage in sale and lease back transactions;

•  declare dividends or make other payments to us;

•  guarantee indebtedness;

•  engage in transactions with affiliates; and

•  consolidate, merge or transfer all or substantially all of our assets.

Subject to certain exceptions, the indentures governing the outstanding notes permit us and our restricted subsidiaries to incur additional indebtedness, including secured indebtedness. See “Description of Exchange Senior Notes” and “Description of Exchange Senior Subordinated Notes.” We were in compliance with all our covenants at July 31, 2006.

Contractual Commitments

Our cash flows from operations are dependent on a number of factors, including fluctuations in our operating results, accounts receivable collections, inventory management, and the timing of payments. As a result, the impact of contractual obligations on our liquidity and capital resources in future periods should be analyzed in conjunction with such factors.

The following table sets forth our long-term debt, operating and capital lease and purchase obligations as of July 31, 2006 for the fiscal periods noted. We did not commence substantive operations until the completion of the Acquisition on December 1, 2005 and our balance sheet and contractual commitment data for any prior date are not meaningful.

			Remainder
			of				2008 to		2010 to
	Total		2006		2007		2009		2011		Thereafter
	(In millions)
Short-term and long-term debt(1)	$	1,000	$	—	$	—	$	—	$	—	$	1,000
Estimated future interest expense payments(2)		844		27		109		218		218		272
Operating leases(3)		35		3		12		15		4		1
Capital leases(4)		8		1		2		3		2		—
Commitments to contract manufacturers and other purchase obligations(5)		51		51		—		—		—		—
Additional expected contractual obligations(6)		324		39		40		71		59		115

(1) Represents our outstanding notes.

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(2)	Represents interest payments on our outstanding notes assuming the same rate on the senior floating rate notes as was in effect on July 31, 2006.
(3)	Includes operating lease commitments for facilities and equipment that we have entered into with Agilent and other third parties.
(4)	Includes capital lease commitments for equipment that we have entered into with third parties.
(5)	We purchase components from a variety of suppliers and use several contract manufacturers to provide manufacturing services for our products. During the normal course of business, we issue purchase orders with estimates of our requirements several months ahead of the delivery dates. However, our agreements with these suppliers usually allow us the option to cancel, reschedule, and adjust our requirements based on our business needs prior to firm orders being placed. Typically purchase orders outstanding with delivery dates within 30 days are non-cancelable.

In addition to the above, we record a liability for firm, non-cancelable, and unconditional purchase commitments for quantities in excess of our future demand forecasts consistent with our write-down for inventory. As of July 31, 2006, the liability for our firm, non-cancelable, and unconditional purchase commitments was less than $1 million. These amounts are included in other liabilities in our balance sheets at July 31, 2006, and are not included in the preceding table.

(6) We have entered into several agreements related to IT, human resources, financial advisory services and other services agreements.

We had no material off-balance sheet arrangements at July 31, 2006.

New Accounting Pronouncements

On September 13, 2006, the Securities and Exchange Commission (the “SEC”) issued Staff Accounting Bulletin (“SAB”) No. 108 (“SAB 108”), Considering the Effects of Prior Year Misstatements when Qualifying Misstatements in Current Year Financial Statements, which provides interpretive guidance on the consideration of the effects of prior year misstatements in quantifying current year misstatements for the purpose of a materiality assessment. SAB No. 108 is effective for companies with fiscal years ending after November 15, 2006 and is required to be adopted by us in our fiscal year ending October 31, 2007. However, early application is encouraged in any report for an interim period of the first fiscal year ending after November 15, 2006, filed after the publication of this guidance. We are currently assessing the impact of the adoption of SAB No. 108.

In September 2006, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 157, Fair Value Measurements. SFAS No. 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. SFAS 157 applies under other accounting pronouncements that require or permit fair value measurements, the FASB having previously concluded in those accounting pronouncements that fair value is the relevant measurement attribute. Accordingly, SFAS No. 157 does not require any new fair value measurements. SFAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. SFAS No. 157 is required to be adopted by the Company in the first quarter of its fiscal year 2009. We are currently assessing the impact of the adoption of this Statement.

In July 2006, FASB issued FASB Interpretation (“FIN”) No. 48, Accounting for Uncertainty in Income Taxes — an interpretation of FASB Statement No. 109, which clarifies the accounting for uncertainty in tax positions. FIN No. 48 requires that we recognize in our financial statements, the impact of a tax position, if that position is more likely than not of being sustained on audit, based on the technical merits of the position. The provisions of FIN No. 48 are effective as of the beginning of our 2008 fiscal year, with the cumulative effect, if any, of the change in accounting principle recorded as an adjustment to opening retained earnings. We are currently evaluating the impact of adopting FIN No. 48 on our consolidated financial statements.

In December 2004, FASB issued SFAS No. 123 (revised 2004), Share-Based Payment (“SFAS No. 123(R)”), which requires the measurement and recognition of compensation expense based on estimated fair value for all share-based payment awards including share options, employee stock purchases

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under employee stock purchase plans, non-vested share awards (restricted stock) and stock appreciation rights. SFAS No. 123(R) APB No. 25. In March 2005, the SEC issued SAB No. 107, which provides the Staff’s views regarding implementation issues related to SFAS No. 123(R).

We will adopt SFAS No. 123(R) effective November 1, 2006 under the modified-prospective method. We are currently evaluating the impact of adopting SFAS No. 123(R) on our consolidated financial statements. (See note 21 to the consolidated financial statements for predecessor’s adoption of SFAS No. 123(R)).

Quantitative and Qualitative Disclosures About Market Risk

Interest Rate

At July 31 2006, we had $250 million of debt outstanding under the senior floating rate notes which is based on a floating rate index. A 0.125% change in interest rates would increase the annual interest expense on that floating rate indebtedness by $0.3 million

Currency Exchange Rates

Our revenues, costs and expenses and monetary assets and liabilities are exposed to changes in currency exchange rates as a result of our global operating and financing activities. Historically, Agilent hedged its net cash flow and balance sheet exposures that were not denominated in the functional currencies of its subsidiaries on a short term and anticipated basis. We do not currently use a hedging program. However, we continually assess and evaluate our currency exchange exposures and may enter into hedging transactions in the future.

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INDUSTRY OVERVIEW

Semiconductors are electronic devices that perform a variety of functions, such as converting or controlling signals, processing data and storing information. With advances in semiconductor technology, the functionality and performance of semiconductors have increased over time, while size and cost have generally decreased. These advances have led to a proliferation of more complex semiconductors being used in a wide variety of consumer, computing, communications, industrial, aerospace and defense markets. Applications in these markets include personal computers and peripherals, communications infrastructure, automobiles, consumer electronics, mobile handsets and other wireless devices, digital cameras, manufacturing and assembly systems, aviation and aerospace and complex robotic applications.

According to WSTS, the global semiconductor market grew from $144.4 billion in 1995 to $227.5 billion in 2005, representing a compound annual growth rate of 4.7%. While the semiconductor market has historically exhibited significant short-term cyclicality, including a 32% decline in 2001, it has also experienced strong growth over time in unit volumes and revenue due to the use of semiconductors in a wide range of end markets that have also experienced strong growth.

Semiconductor characteristics vary depending upon the type of semiconductor as well as the complexity of function or application of the end product in which the semiconductor is used. Traditionally, semiconductors are classified into the following three product categories:

•  Analog.  All electrical signals fall into one of two categories: analog or digital. Analog signals represent real-world phenomena, such as temperature, pressure, sound, speed and motion. This information can be detected and measured using analog sensors or receivers, which generate continuously varying voltages that represent real-world phenomena. The signals from these sensors are initially processed using analog methods, such as amplification, filtering and shaping. Through the use of very specific voltages, these signals can be converted to digital form, represented by 1s and 0s, for further manipulation or storage. Digital signals are frequently converted back to analog form to enable a wide variety of real-world experiences such as voice communications, video display and audio output. In this way, analog semiconductors and mixed-signal semiconductors (which combine analog and digital capabilities) play a critical role in computing, communications and consumer electronics products and applications.

Optoelectronic devices are often grouped together with analog and mixed-signal devices because optoelectronic devices convert light to analog signals (or convert an analog voltage to light). Integration of mixed-signal ICs with optoelectronic devices can result in optoelectronic components with digital inputs or outputs. Examples of analog/optoelectronic products include power amplifiers, light-emitting diodes (LEDs), optocouplers, input/output devices, discrete diodes and transistors, radio frequency (RF) components, data converters and voltage regulators. According to WSTS, analog semiconductors, including mixed-signal and optoelectronic devices, represented approximately 29%, or $66.6 billion, of global semiconductor industry sales in 2005.

Historically, the analog product categories have been less volatile than other semiconductor product categories on a year-over-year basis due to their broad base of applications and their difficulty of development. Analog semiconductors typically have relatively long product life cycles and stable average selling prices compared to digital semiconductors. Electronics manufacturers often incorporate a given analog, mixed-signal device or optoelectronics into their electronics for a significant period of time due to the high switching costs of developing and qualifying a new solution. In addition, the design of an analog semiconductor generally involves greater variety and less repetition of circuit elements than a digital semiconductor design. The interaction of analog circuit elements is complex, and their exact placement is critical to the accuracy and performance of the overall device. Similarly, the process technology used plays an important role in analog semiconductor development.

•  Digital/Logic.  In contrast to analog semiconductors, which process real-world signals, digital/logic semiconductor devices process digital data, which are represented by 1s and 0s. Digital/logic devices perform functions that are typically computational in nature. Examples of digital/logic devices include

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microprocessors, digital signal processors and application specific integrated circuits (ASICs). In a cellular phone, for example, digital/logic components, such as baseband processors, compress the voice signal, converting the data into a less memory-intensive format so that wireless transmission can take place quickly. According to WSTS, digital/logic devices represented approximately 49%, or $112.4 billion, of global semiconductor industry sales in 2005.

•  Memory.  Memory devices store digital data. There are two major types of memory devices: non-volatile memory, such as flash; and volatile memory, such as dynamic random access memory (DRAM) or static random access memory. Non-volatile memory retains data once power is removed, whereas volatile memory loses its data once power is removed. According to WSTS, memory devices represented approximately 21%, or $48.5 billion, of global semiconductor industry sales in 2005.

Semiconductors also vary depending upon a number of technical characteristics. Some examples of these characteristics include:

•  Degree of Integration.  Integration refers to the combination of analog, digital and memory functions on a single chip. Integration can be achieved by combining two or more analog features on a single chip or by combining different elements, such as analog, digital and memory, on a single chip, often referred to as a “system-on-a-chip.” In addition to chip-level integration, semiconductors increasingly must be designed with system-level integration considerations, including die size and packaging requirements. System-level designs may use module-based techniques to reduce size, weight and power requirements, and may combine multiple semiconductors and discrete components into a single package. This approach ensures each component’s functional compatibility, provides upgrade flexibility and takes advantage of the design simplicity of separate semiconductors to minimize cost and design and test times.

•  Materials and Process Technologies.  Semiconductors are manufactured using different materials and process technologies. Silicon is the most commonly used material, and complementary metal-oxide semiconductor (CMOS) is a common process technology. Other materials include gallium arsenide (GaAs), silicon germanium and indium phosphide, among others. Every material must undergo a process technology during fabrication in order to manufacture the device. Materials such as GaAs and indium phosphide are used for the fabrication of RF and optoelectronic devices, including lasers, LEDs, semiconductor optical amplifiers, modulators and photo-detectors. These materials have higher electrical conductivity than silicon, leading to increased performance and efficiency at high frequencies, thus making them ideally suited for wireless and fiber communications components.

Some additional characteristics by which semiconductors vary include electrical features, usage or applications, capability, packaging styles and reliability. Technical features, such as packaging, affect speed, power consumption, heat dissipation and other performance characteristics. In addition to varying by function, semiconductors vary by use and may be utilized in an increasingly broad range of end products and applications, such as computing, wireless communications, data networking, consumer electronics, military, automotive and aerospace. Due to the growing spectrum of functions and uses of semiconductors, the semiconductor industry is becoming increasingly broad and diverse.

Significant Semiconductor Industry Trends

There are a number of trends currently affecting the semiconductor industry. We believe that the following are the four most significant trends:

•  Outsourcing.  Historically, the semiconductor industry was primarily comprised of integrated device manufacturers, or IDMs, that designed, manufactured, assembled and tested semiconductors at their own facilities. In recent years, there has been a trend to outsource various stages of the manufacturing process to reduce the high fixed costs and capital requirements associated with the complex design and manufacturing processes. As a result, new types of semiconductor companies have emerged, including fabless semiconductor companies, independent foundries and semiconductor assembly and test service providers. Fabless semiconductor suppliers design semiconductors but use independent foundries or

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third party IDMs for manufacturing. Independent foundries produce semiconductor components for third parties on a contract, outsourced manufacturing basis. Assembly and test service providers assemble, test and package semiconductors to fit efficiently into electronic devices.

•  Shift of Manufacturing Centers to the Asia/Pacific Region.  Semiconductor manufacturers and assembly and test service providers have shifted a significant portion of their operations to low cost locations, such as Malaysia, Singapore, Taiwan and China. We expect that semiconductor production will increasingly be located in the Asia/Pacific region. Production of consumer electronics is undergoing a similar migration to the Asia/Pacific region, driven by low cost manufacturing and engineering resources. As a result, the global shift of semiconductor suppliers to the Asia/Pacific region not only offers substantial manufacturing cost savings benefits, but also provides close proximity to a large and growing customer base.

•  Globalization of Customers and Reliance on Global Semiconductor Suppliers.  Historically, OEMs relied on multiple suppliers to support their semiconductor needs. Recently, however, the customer base for semiconductor suppliers has become more concentrated and global. These global customers require their semiconductor suppliers to demonstrate financial stability and maintain global supply chain management capabilities. These customers also demand a deep understanding of their increasingly complex technical requirements, which requires semiconductor suppliers to maintain design centers near the customers. As a result, semiconductor customers are relying on fewer suppliers to support their needs. We believe that semiconductor suppliers with design centers near customers with the ability to service a global supply chain with a broad product portfolio are best positioned to capitalize on this trend.

•  Growth in Semiconductor Components for Consumer Electronics.  Historically, growth in the semiconductor industry has been driven by demand in the computing, networking and wireless markets and from a broad set of industrial and military applications. In recent years, demand for semiconductors has been increasingly driven by the growth in demand for consumer electronics, such as media players, game consoles and cellular phones. Aggregate semiconductor revenue generated by consumer electronics (including wireless, traditional consumer devices and automotive electronics) grew from $43.4 billion in 1998 to $106.1 billion in 2005, according to iSuppli. As uses for consumer electronics devices expand and demand for additional features, functionality and performance requirements in consumer electronics devices grows, we expect demand for semiconductors for consumer electronics devices to continue to grow faster than the overall semiconductor market.

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BUSINESS

Overview

Avago Technologies Finance Pte. Ltd. was incorporated in the Republic of Singapore on September 2, 2005. We are a leading global supplier of a broad range of mostly analog semiconductors that enable digital semiconductors to effectively interpret and interface with users in the real world. Our diverse product portfolio is based on proprietary technologies for LEDs, motion control encoders, high-frequency microwave and millimeter-wave devices, image sensors, optical sensors, optical isolators, infrared receivers, fiber optic transceivers, integrated RF devices and high speed serializers/deserializers. We have a 40-year history, dating back to our origins within Hewlett-Packard, and have developed extensive intellectual property that currently includes more than 2,000 patents and patent applications. We apply our design expertise and deep system-level knowledge to serve four primary target markets: wireless communications, wired infrastructure, industrial/automotive electronics and computing peripherals. Applications for our products in these markets include cellular phones and infrastructure, data networking and telecommunications equipment, optical mice, LED displays, consumer appliances, office and factory automation, automotive signaling and dashboard illumination, and plasma displays.

We have a portfolio of more than 6,000 products comprised primarily of analog (including mixed-signal and optoelectronic) semiconductors. These product categories typically have longer commercial life cycles and more stable average selling prices due to more specialized design requirements relative to digital or memory semiconductors. We have a diversified and historically stable customer base, which we serve through a multi-channel sales and fulfillment system. We believe that customers buy our products due to continued innovation, quality and effective service. We distribute most of our products through a broad distribution network. We are a leading supplier to two of the largest global electronic components distributors, and we have a direct sales force focused on supporting large OEM customers.

We differentiate our business through effective supply chain management, multiple distribution channels and a highly variable cost operating model. We have over 35 years of operating history in the Asia Pacific region, where approximately three-quarters of our employees are located and where we produce or source a significant portion of our products. Our presence in Asia provides us with close proximity to many of our customers and to a major center of the worldwide electronics supply chain. We maintain highly collaborative design and product development engineering resources around the world, including three design centers in the United States, three in Asia and one in Europe.

Competitive Strengths

Our key competitive strengths include the following:

Highly variable cost operating model.  We operate a primarily fabless business model that utilizes substantial third-party foundry and assembly and test capabilities. The Fabless Semiconductor Association defines “primarily fabless” to mean that at least 75% of wafer fabrication by volume is outsourced. By collaborating with both third-party semiconductor foundries and assembly and test services providers, we are able to focus on the design of our products and decrease the fixed portion of our manufacturing costs. This enables us to maintain greater flexibility in manufacturing capability, and allows us to respond more quickly to changes in market and customer demand and to invest consistently in product development to better respond to fluctuations in our business. In addition, our primarily fabless business model results in relatively low capital expenditures.

In addition to our variable cost structure, three key aspects of our business model enhance our ability to generate free cash flow. First, our operations in Asia enable us to achieve lower manufacturing and operating costs. We were one of the first semiconductor companies to establish a presence in Asia over 35 years ago, and we believe we have developed significant manufacturing and operating efficiencies in the region. Second, our supply chain management capabilities increase our operational efficiency and minimize our costs. Finally, we benefit from a relatively low effective tax rate as a result of favorable tax agreements, principally in Singapore and Malaysia.

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Large scale and global operations.  Many of our customers design products in North America or Europe and manufacture them in Asia. Our global customers that are increasingly seeking large, stable suppliers for their critical component and service needs. With our scale and our design and product development resources around the world, we are well-positioned to support our customers throughout the design, technology transfer and manufacturing stages across all geographies.

Leading supplier in multiple product categories.  Based on our estimates, we believe we are a leading supplier of a range of semiconductor products due to our focus on innovation, differentiated performance and quality service over our 40-year operating history. Our products typically provide high-performance, mission-critical functions, and tend not to be commodity-like in nature. This enables us to target markets that we believe have longer product cycles, higher barriers to entry and greater stability relative to other more volatile segments of the semiconductor industry, such as microprocessors or flash or DRAM memory. The product categories in which we believe we rank among the top three suppliers by revenue share are optocouplers, optical mouse sensors, infrared transceivers, semiconductor-based filters and office automation encoders.

Design expertise.  Over 90% of our 6,000 products incorporate analog, mixed signal or optoelectronic functionality. Analog, mixed-signal and optoelectronic semiconductor design is a complex process. Because computer models cannot accurately predict every aspect of the electrical performance of an analog, mixed-signal or optoelectronic semiconductor, it generally takes more experience for a design engineer to develop the requisite aptitude for analog, mixed-signal and optoelectronic design as compared to digital semiconductor design, for which computer models can accurately predict performance. Accordingly, engineers with analog design skills are in limited supply. We have a team of approximately 1,000 design engineers with significant experience. Our expertise includes, in particular, mixed-signal integration, through which we are able to combine many of the components of an entire electronic system or sub-system onto a single semiconductor. Through our analog, mixed-signal and optoelectronic design capabilities, we have developed a diversified portfolio of intellectual property and trade secrets that we are able to leverage across our products and markets.

Highly diversified business model.  We offer more than 6,000 products in four primary target markets: wireless communications, wired infrastructure, industrial/automotive electronics and computing peripherals. We believe the breadth and diversity of our customers, products, target markets and geographies reduce the volatility of our revenue base and provide multiple potential sources of growth.

Technology leadership and a history of innovation and quality.  We have over 40 years of operating history and technology expertise, dating back to our origins within Hewlett-Packard. As a result, we have a large foundation of intellectual property that is supported by a portfolio of more than 2,000 patents and patent applications. Many of our customers rely on our ability to develop integrated or system-level solutions in addition to semiconductor components. Products that leverage both our design and system-level expertise include motion control products for industrial automation and front-end modules that integrate filters and power amplifiers for cellular phones. Our research and development initiatives have enabled us to access new markets and applications and to continue to provide leading-edge technology.

Close customer relationships.  We have built longstanding relationships with our customers, many of which are leaders in their respective industries, by delivering quality products and providing them effective service and support. We have conducted business with each of our current top 10 customers and our largest distributors for many years. As a result of our track record of quality products and on-time delivery, we have received high vendor ratings from our customers. Our customer relationships have enabled us to engage in collaborative product development, build our intellectual property portfolio and develop critical expertise in order to better serve our end markets and customers. As a result, we have been able to increase our system-level knowledge and gain early insight into new technology trends and developments, which decreases the risks inherent in developing new products and minimizes our customers’ product development time. In addition, we have good relationships with our distributors and are a leading supplier to two of the largest global electronic components distributors.

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Strategy

Our objective is to be a global market leader in the design, development and supply of analog, mixed-signal and optoelectronic semiconductor components and subsystems. Key elements of our strategy include:

Continue to drive profitability through a highly variable, lower-cost operating model.  We believe that utilizing outsourced service providers for a substantial portion of our manufacturing activities enables us to respond quickly to rapidly changing market conditions. We aim to minimize capital expenditures by focusing our internal manufacturing capacity on specialty process technologies. We also utilize our Asia-based operating model to drive profitability and cash flow generation. We continue to evaluate opportunities to increase our outsourcing activities, particularly in the area of semiconductor assembly and test.

Leverage our substantial intellectual property and design expertise to achieve growth.  We continue to build on our intellectual property portfolio, design expertise and system-level knowledge to increase sales to existing customers, which increasingly seek more integrated solutions. We also leverage our design capabilities in markets where we believe we can achieve high market share positions and where we believe our innovation, reputation and low-cost manufacturing strategy will allow us to earn attractive margins. We strive to achieve these goals by extending technology and products to address and develop existing and adjacent market opportunities, and by selectively targeting attractive, fast-growing segments within large, established markets.

Deepen customer relationships.  Through over 40 years of operating history, we have built a valuable understanding of our customers and their products, applications and markets, which we believe has assisted us in developing solutions that enhance the overall performance of their products. We continue to expand our customer relationships through collaboration on critical design and product development activities. Customers can rely on our system-level expertise to improve the quality and cost-effectiveness of their products, accelerate time-to-market and improve overall product performance. Our design engineers are located in close proximity to our customers around the world, which enables us to support our customers in each stage of the product development cycle, from early stages of product design through volume manufacturing. We believe our collaborative relationships enhance our ability to anticipate customer needs and industry trends and will allow us to gain market share and penetrate new markets.

Proliferate products from platforms.  We devote significant attention in research and development (R&D) to the creation of sustainable product platforms in key market areas. We then proliferate application-specific products from these platforms. We believe that, through focused R&D activities, we can create product families with long life cycles that can be customized for specific end markets.

Markets and Products

Our four primary target markets are: wireless communications, wired infrastructure, industrial/automotive electronics and computing peripherals. In each target market, we have multiple product families that primarily provide OEMs with component or subsystem products. Our product portfolio ranges from simple discrete devices to complex sub-systems that include multiple device types and incorporate firmware for interface with digital systems. In some cases, our products include mechanical hardware that interfaces with optoelectronic or capacitive sensors. We currently offer more than 6,000 products, many of which use combinations of our technologies to provide ease of use for customers.

Wireless Communications.  We support the wireless industry with a broad variety of RF semiconductor devices, including diodes and discrete transistors, monolithic microwave integrated circuits (MMICs), filters and duplexers using our proprietary FBAR technology, and front end modules that incorporate multiple die into multi-function RF devices. Our expertise in amplifier design, FBAR technology and module integration capability enables us to offer industry-leading efficiency in RF transmitter applications. Our proprietary GaAs processes are critical to the production of low noise amplifier (LNA) products. In addition to RF devices, we provide a variety of peripheral devices for mobile handset applications. We were an early developer of CMOS image sensors for camera-phone applications and today supply image sensor components to camera module assemblers for integration into handsets. We also supply LEDs for camera-phone flashes and for backlighting

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applications in mobile handset keypads, as well as sensors for backlighting control and infrared transceivers to enable secure access of files in mobile phones and smartphones.

Wired Infrastructure.  In the telecommunications, storage and Ethernet networking markets, we supply transceivers that receive and transmit information along optical fibers. We provide a range of options for customers to select the bandwidth desired, including options ranging from 125 MBd Fast Ethernet transmitters and receivers to 10 Gigabit storage transceivers. We also supply parallel optic transceivers with as many as 12 parallel channels. In metropolitan networking applications, we supply SONET-compliant transceivers ranging from OC-3 to OC-192 standards. We also supply components for networking and enterprise storage I/O applications, including serializers/deserializers (SerDes) integrated into ASICs. Our CMOS processes provide low power consumption and superior noise immunity.

Industrial/Automotive Electronics.  We provide a broad variety of products for the general industrial, automotive and consumer appliance markets. LEDs and related integrated modules represent a significant product family, with a number of different colors, form factors and integration options. Our LEDs provide reliability, using aluminum indium gallium phosphide (AlInGaP), indium gallium nitride (InGaN) and gallium phosphide (GaP) materials, among others, to cover a wide spectrum of colors and brightness levels. Our LEDs offer high brightness and stable light output over thousands of hours, enabling us to support the electronic signs and signals market with LED assemblies for traffic signals, large commercial signs and other displays. We also offer optical isolators, or optocouplers, which provide electrical insulation and signal isolation for systems that are susceptible to electrical noise caused by crosstalk, power glitches or electrical interference. Our ability to integrate LEDs, detectors and communication ICs enables us to offer high performance with respect to isolation and power dissipation, as well as high speed digital optocouplers. Optocouplers are used in a diverse set of applications, including industrial motors, power generation and distribution systems, switching power supplies, medical equipment, telecommunications equipment, consumer appliances, computers and office equipment, plasma displays, and military electronics. Industrial motors and robotics require optical sensors for motion control. We supply optical encoders in module form and housed in ingress-protected enclosures, as well as ICs for the controller and decoder functions to accompany the motion sensors themselves. For industrial networking, we provide Fast Ethernet transceivers using plastic optical fiber that enable quick and interoperable networking in industrial control links and factory automation and for medical equipment.

Computing Peripherals.  We manufacture motion control encoders that control the paper feed and print head movement in printers and other office automation products. In addition, we were an early developer of image sensors for optical mouse applications, using LEDs and CMOS image sensors to create a subsystem that can detect motion over an arbitrary desktop surface. We are a leading supplier of image sensors for optical mice today, and have launched a new line of laser-based mouse products with improved precision. Many PCs incorporate infrared transceivers for “beaming” information to and from handheld devices or printers, and we supply transceivers that can be used for these applications. Computer displays, especially in notebook computer applications, use our products for LED backlighting and sensors to control display brightness based on ambient light conditions.

The table below presents the major product families, major applications and major customers in our four primary target markets.

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Target Market	Major Product Families	Major Applications	Major Customers
Wireless Communications	• RF Amplifiers • RF Filters • RF Front End   Modules (FEMs) • Image Sensors • Infrared Transceivers • LEDs • Ambient Light Sensors	• Voice and data   communications • Camera phone • Infrared file transfer   (to PC or printer) • Keypad and display   backlighting • Backlighting control	• BenQ/Siemens • LG • Motorola • Nokia • Samsung • Sony Ericsson
Wired Infrastructure	• Fiber optic transceivers • Serializer/deserializer   (Serdes) ASICs • LNA • mm-wave mixers • Diodes	• Telecommunications • Data communications • Storage area networking • Servers • Base stations	• Alcatel • Cisco • Ericsson • HP • Huawei • IBM • Nortel • Siemens
Industrial/Automotive Electronics	• LEDs • Solid-state lighting   assemblies • Motion control encoders   and subsystems • Optocouplers	• In-car infotainment • Displays • Lighting • Factory automation • Motor controls • Power supplies	• ABB • General Electric • Mitsubishi Electric Corp • Rockwell Automation • Siemens
Computing Peripherals	• Optical mouse sensors • Motion control encoders   and subsystems • LNA	• Optical mice • Printers • Office automation • Optical disk drives • W-LAN • WiMAX	• Cisco • Epson • High Tech Computer   Corp • HP • Intel • Konica Minolta • Logitech • Motorola

Research and Development

We are committed to continuous investment in product development. Many of our products grew out of our own research and development efforts, and have given us competitive advantages in certain target markets due to performance differentiations. We have recently launched a new line of RF components, new image sensors, a variety of fiber optic transceivers, updated LED products, infrared transceivers, encoders, as well as new ambient light photo sensor and proximity sensor products. In addition, our team of engineers works closely with many of our customers to develop and introduce products that address the specific requirements of those customers.

We plan to continue investing in product development to support growth in our business. We also invest in process development and maintain initial fabrication capabilities in order to optimize processes for devices that are manufactured internally. Research and development expenses were $207 million, $218 million and $147 million for the years ended October 31, 2004 and 2005 and for the nine months ended July 31, 2006, respectively. We anticipate that we will continue to have significant research and development expenditures in order to maintain our competitive position with a continuous flow of innovative, improved-quality products and services. As of July 31, 2006, we had approximately 1,000 employees dedicated to research and development at multiple locations around the world, including the United States, Malaysia, Singapore, Korea and Italy.

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We also have research and development alliances with partners and ongoing technology sharing relationships with our principal contract manufacturers. We anticipate that we will continue to utilize research and development alliances to maximize the impact of our internal research and development investment.

Sales, Marketing and Distribution

We sell our products through a network of distributors and our direct sales force throughout Asia, the United States and Europe. We have strategically developed distributor relationships to serve tens of thousands of customers, and we are a leading supplier to two of the largest global electronics components distributors. Our direct sales force is focused on supporting our large OEM customers. During the nine months ended July 31, 2006, we derived approximately 40% of our net revenue from continuing operations through our distributors and the remainder through our direct sales force.

As of July 31, 2006, our sales and marketing organization consisted of approximately 600 employees, many of whom have responsibility for emerging accounts, for large, global accounts, or for our distributors. Our sales force has specialized product and service knowledge that enables us to sell specific offerings at key levels throughout a customer’s organization. Our main global distributors are Arrow and Avnet, complemented by a number of specialty regional distributors with customer relationships based on their respective product ranges. We also provide a broad range of products and applications-related information to customers and channel partners via the Internet.

Our customers require timely delivery often to multiple locations around the world. As part of our global reach, we have 14 sales offices located in 11 countries, with a significant presence in Asia, which is a key center of the worldwide electronics supply chain. Many of our customers design products in North America or Europe that are then manufactured in Asia. We are well-positioned to support our customers throughout the design, technology transfer and manufacturing stages across all geographies.

Customers

We believe that customers buy our products due to our continued innovation, quality and effective service. We have a diversified and historically stable customer base. We maintain a dedicated customer support call center, where we address customer issues and handle logistics and other order fulfillment requirements.

In 2004 and 2005 and the nine months ended July 31, 2006, Cisco Systems, Inc. accounted for 10%, 13%, and 15%, respectively, of our net revenue from continuing operations, Avnet, Inc., a distributor, represented 10%, 11%, and 15%, respectively, of our net revenue from continuing operations, Arrow Electronics, Inc., a distributor, accounted for 7%, 8% and 10%, respectively, of our net revenue from continuing operations, and our top 10 customers collectively accounted for 68%, 61% and 71%, respectively, of our net revenue from continuing operations. For the three months ended July 31, 2006, Cisco, Avnet and Arrow accounted for 14%, 13% and 9%, respectively, of our net revenue from continuing operations, and our top 10 customers collectively accounted for 64% of our net revenue from continuing operations.

Operations

Our manufacturing operations are primarily fabless, and we utilize external foundries, including Chartered Semiconductor Manufacturing Ltd., STMicroelectronics N.V. and Taiwan Semiconductor Manufacturing Company Ltd., or TSMC. For certain of our product categories, substantially all of our revenue is derived from semiconductors fabricated by external foundries, including our enterprise ASICs, imaging solutions, infrared transceivers and displays. Other products are fabricated internally, such as vertical cavity surface-emitting lasers (VCSELs) for fiber optics and certain wireless products targeted at the wireless communication market. We outsource our wafer fabrication operations in cases where the key innovation of the product is related to its design rather than to the process used for fabrication. In cases where our innovation has been in new materials and processes, we maintain our own internal fabrication facilities to protect our intellectual property and to develop the maturity of the technology for manufacturing. We also use third-party contract manufacturers for a significant majority of our assembly and test operations, including Amertron Incorporated, Amkor Technology, Globetronics Sdn Bhd/ISO Technology Sdn Bhd, the Hana Microelectronics Public

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Company Ltd. group of companies and Technocom Systems Sdn Bhd. The majority of our internal silicon and GaAs wafer fabrication is done in the United States and Singapore, while our internal assembly and test operations are in Malaysia and Singapore. As of July 31, 2006, approximately 4,300 manufacturing employees are devoted to these internal fabrication, assembly and test operations. In addition to these facilities, we utilize a network of contract manufacturers throughout Asia for semiconductor fabrication, packaging and testing. For selected customers, we maintain finished goods inventory near or at customer manufacturing sites to support their just-in-time production.

Materials and Suppliers

Our manufacturing operations employ a wide variety of semiconductors, electromechanical components and assemblies and raw materials such as silicon, plastic resins and sheet metal. We purchase materials from hundreds of suppliers on a global basis. These supply relationships are generally conducted on a purchase order basis. While we have not experienced any difficulty in obtaining the materials used in the conduct of our business and we believe that no single supplier is material, some of the parts are not readily available from alternate suppliers due to their unique design or the length of time necessary for re-design or qualification. Our long-term relationships with our suppliers allow us to proactively manage our technology development and product discontinuance plans, and to monitor our suppliers’ financial health. Some suppliers may nonetheless extend their lead times, limit supplies, increase prices or cease to produce necessary parts for our products. If these are unique components, we may not be able to find a substitute quickly, or at all. To address the potential disruption in our supply chain, we use a number of techniques, including qualifying multiple sources of supply, redesign of products for alternative components and purchase of incremental inventory for supply buffer.

Competition

The global semiconductor market is highly competitive. While no company competes against us in all of our product areas, our competitors range from large, international companies offering a wide range of products to smaller companies specializing in narrow markets. In addition, we compete against integrated device manufacturers and fabless semiconductor companies. The competitive environment is changing as a result of increased partnerships between competitors, and we expect that this will continue to evolve through alliances, strategic acquisitions or other agreements among our competitors. We expect competition in the markets in which we participate to continue to increase as existing competitors improve or expand their product offerings. Additionally, our ability to compete effectively depends on a number of factors, including: price, quality, technical performance, product features, product system compatibility, system-level design capability, customized design, strategic relationships with customers, new product innovation, product availability, delivery timing and reliability, and customer sales and technical support.

The following table illustrates key competitors for our four primary target markets:

Wireless Communications	Citizen Electronics Company Ltd., Epcos AG, Infineon Technologies AG, Lite-On Technology Corporation, Nichia Corporation, Osram GmbH, RF Micro Devices, Inc., Rohm, Skyworks Solutions, Inc., STMicroelectronics, and Vishay Corporation.
Wired Infrastructure	Finisar Corporation, JDS Uniphase Corporation, NEC, STMicroelectronics and Texas Instruments Incorporated
Industrial/Automotive Electronics	Fairchild, Heidenhain, IBM Microelectronics, Kingbright/Everlight, Kodenshi, Lite-On Technology Corporation, NEC, Osram GmbH, Sharp, Stegmann, Toshiba,
Computing Peripherals	Kodenshi, Pixart, Rohm, Sharp, STMicroelectronics, Vishay

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Intellectual Property

We have acquired from Agilent ownership and license rights to a portfolio of patents and patent applications. We have also acquired certain registered trademarks and service marks in the United States and internationally for discrete product offerings.

Our strategy has been to seek patent and other intellectual property protection for those inventions and improvements likely to be incorporated into our products and services or that we believe may give us a competitive advantage. We believe that our patents, mask works, copyrights, trademarks, service marks, trade secrets and similar intellectual property are critical to our success and have significant value. However, much of this intellectual property is the subject of cross-licenses to other companies that have been granted by Agilent, or if originally derived from Hewlett-Packard, by Hewlett-Packard. In addition, much of the intellectual property originally owned or licensed from Hewlett-Packard is subject to substantial use restrictions. We intend to maintain and protect this intellectual property and to create additional intellectual property, and from time to time we may sue to enforce our intellectual property rights. From time to time, we may be subject to claims of infringement or other challenges to our right to use our intellectual property. There can be no assurance that any of our proprietary rights will not be challenged, invalidated or circumvented, that other claims will not arise, or that our rights as acquired from Agilent or to be developed in the future will provide significant competitive advantages.

Employees

As of July 31, 2006, we had approximately 6,200 employees worldwide. Approximately 1,000 were dedicated to research and development, 4,300 to manufacturing, 600 to sales and marketing and 300 to general and administrative functions. By geography, approximately 77% of our employees are located in Asia, 20% in the United States and 3% in Europe. The substantial majority of our employees are not party to a collective bargaining agreement. However, approximately 1,100 of our 1,900 employees in Singapore, none of which are in management or supervisory positions, are subject to a collective bargaining agreement with United Workers of Electronic and Electrical Industries that expires on June 30, 2007. Approximately 11 of our employees in Japan are subject to a company-specific collective bargaining agreement, as required by the labor laws in Japan. The employees in Japan formed a new union specific to our company. In addition, approximately 75 of our employees in Italy are subject to a collective bargaining agreement. We believe we have a good working relationship with our employees and we have never experienced an interruption of business as a result of labor disputes.

Facilities

Our principal executive offices are located in Yishun, Singapore, and the headquarters for our U.S. subsidiaries is located in San Jose, California. In total, we have nine principal sites, two of which are located in the United States and the remaining seven of which are located in Germany, Italy, Korea, Malaysia and Singapore. We conduct our administration, manufacturing, research and development and sales and marketing in both owned and leased facilities. We believe that our owned and leased facilities are adequate for our present operations. The following is a list of our principal facilities and their primary functions.

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Site	Major Activity	Owned/Leased	Square Footage
Yishun, Singapore	Administration, Manufacturing, Research and Development and Sales and Marketing	Leased	234,000
Depot Road, Singapore	Manufacturing and Research and Development	Leased	52,000
Senoko, Singapore	Manufacturing and Research and Development	Owned	52,000
Seoul, Korea	Research and Development and Sales and Marketing	Leased	28,000
Penang, Malaysia	Manufacturing and Research and Development, Administration	Owned and Leased	399,000 Owned 116,000 Leased
San Jose, CA, United States	Administration, Research and Development and Sales and Marketing	Leased	183,000
Ft. Collins, CO, United States	Manufacturing and Research and Development	Owned	1,058,000
Boeblingen, Germany	Administration, Research and Development and Sales and Marketing	Leased	21,000
Turin, Italy	Research and Development	Leased	59,000

Environmental

Our research and development, and manufacturing operations involve the use of hazardous substances and are regulated under international, federal, state and local laws governing health and safety and the environment. We believe that our properties and operations at our facilities comply in all material respects with applicable environmental laws and worker health and safety laws; however, the risk of environmental liabilities cannot be completely eliminated and there can be no assurance that the application of environmental and health and safety laws to our business will not require us to incur significant expenditures. We are also regulated under a number of international, federal, state and local laws regarding recycling, product packaging and product content requirements. These laws are gradually becoming more stringent and may in the future cause us to incur significant expenditures.

Legal Proceedings

From time to time, we are involved in litigation that we believe is of the type common to companies engaged in our line of business, including commercial disputes and employment issues. As of the date of this prospectus, we are not involved in any pending legal proceedings that we believe would likely have a material adverse effect on our financial condition, results of operations or cash flows. However, certain pending disputes involve claims by third parties that our activities infringe their patent, copyright, trademark or other intellectual property rights. These claims generally involve the demand by a third party that we cease the manufacture, use or sale of the allegedly infringing products, processes or technologies and/or pay substantial damages or royalties for past, present and future use of the allegedly infringing intellectual property. Such claims that our products or processes infringe or misappropriate any such third party intellectual property rights (including claims arising through our contractual indemnification of our customers) often involve highly complex, technical issues, the outcome of which is inherently uncertain. In addition, regardless of the merit or resolution of such claims, complex intellectual property litigation is generally costly and diverts the efforts and attention of our management and technical personnel.

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MANAGEMENT

Executive Officers and Directors

The following table sets forth information about our executive officers and directors as of September 1, 2006:

Name	Age		Position
Dick M. Chang		66	Chairman of the Board of Directors
Hock E. Tan		54	President, Chief Executive Officer and Director
Bian-Ee Tan		59	President, Asia
Mercedes Johnson		52	Senior Vice President, Finance and Chief Financial Officer
Rex S. Jackson		46	Senior Vice President and General Counsel
Jeffrey S. Henderson		47	Senior Vice President, Sales and Marketing
Adam H. Clammer		36	Director
James A. Davidson		47	Director
James Diller, Sr.		71	Director
James H. Greene, Jr.		55	Director
Kenneth Y. Hao		37	Director
John R. Joyce		52	Director
Michael E. Marks		55	Director
Bock Seng Tan		63	Director

Dick M. Chang has been a director since December 2005, served as our Chief Executive Officer from December 2005 until March 2006, and has served as our Chairman of the Board of Directors since March 2006. Prior to the closing of the Acquisition, Mr. Chang was President of the Predecessor. He has held various other positions with Hewlett-Packard and Agilent, including Operations Manager for the Components organization, Manufacturing Manager for the Integrated Circuits Business division, Manufacturing and Marketing Manager for the Communications Semiconductor Solutions Division, or CSSD, General Manager of CSSD, General Manager for the Integrated Circuits Business division and Vice President of the Networking Solutions division. Mr. Chang began his career with Hewlett-Parkard in 1967.

Hock E. Tan has served as our President, Chief Executive Officer and a director since March 2006. Since September 2005, he has served as chairman of the board of Integrated Device Technology, Inc. (IDT). Prior to becoming chairman of IDT, Mr. Tan was the President and Chief Executive Officer of Integrated Circuit Systems, Inc., or ICS, from June 1999 to September 2005. Prior to ICS, Mr. Tan was Vice President of Finance with Commodore International, Ltd. from 1992 to 1994, and previously held senior management positions with PepsiCo, Inc. and General Motors Corporation. Mr. Tan served as managing director of Pacven Investment, Ltd., a venture capital fund in Singapore from 1988 to 1992, and served as managing director for Hume Industries Ltd. in Malaysia from 1983 to 1988.

Bian-Ee Tan has served as our President, Asia since December 2005. Prior to the closing of the Acquisition, Mr. Tan was Vice President and General Manager, Electronic Components Business Unit of the Predecessor. He has held various other positions with Hewlett-Packard and Agilent, including Operations Manager for the Singapore Components Operation, Managing Director of Hewlett-Packard Malaysia and Manufacturing Manager for the Semiconductor Products Business segment. Mr. Tan began his career with Hewlett-Packard in 1973.

Mercedes Johnson has served as our Senior Vice President, Finance and Chief Financial Officer since December 2005. From 1997 until 2004, Ms. Johnson was Senior Vice President and Chief Financial Officer of Lam Research Corp. From 1986 until 1997, she held various positions with Applied Materials, Inc., including Vice President and Worldwide Operations Controller from 1994 to 1997, Senior Director, Worldwide Business Operations Controller from 1993 to 1994, Director and Senior Controller of Applied CVD and Etch

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Technologies Group from 1990 to 1993, Manager, International Finance from 1989 to 1990 and Etch Products Division Controller from 1986 to 1989. She is a member of the boards of directors of Micron Technology, Inc. and Intersil Corporation.

Rex S. Jackson has served as our Senior Vice President and General Counsel since January 2006. Prior to joining our company, Mr. Jackson served as Senior Vice President and General Counsel of Synopsys, Inc. from 2003 to 2006, and as acting Chief Financial Officer from May 2005 to January 2006. Prior to joining Synopsys, Mr. Jackson was an investment professional with Redleaf Group, Inc. from 2000 until 2001, and served as President and CEO of a Redleaf portfolio company from 2001 to 2003. From 1998 through 2000, Mr. Jackson was with AdForce, Inc., first as Executive Vice President of Development, Operations and Client Services, and later as Vice President and General Counsel. Prior to joining AdForce, Mr. Jackson was Vice President, Business Development and General Counsel of Read-Rite Corporation from 1997 to 1998, and Vice President and General Counsel from 1992 to 1997. From 1988 through 1992, Mr. Jackson served as Senior Vice President and General Counsel of Kennedy-Wilson, Inc. From 1985 to 1988, Mr. Jackson an attorney was in private practice in Los Angeles with Riordan & McKinzie.

Jeffrey S. Henderson has served as our Senior Vice President, Sales and Marketing since December 2005. Prior to the closing of the Acquisition, Mr. Henderson was the Vice President, Sales and Marketing of the Predecessor. He has held various other positions with Hewlett-Packard and Agilent, including Business Unit Manager for wireless components, Vice President of Sales for the semiconductor worldwide distribution business, worldwide contract manufacturing business and later the enterprise solutions business, Division Manager for ASIC products and Vice President and General Manager of Agilent’s Personal Systems Business Unit. Mr. Henderson began his career with Hewlett-Packard in 1991.

Adam H. Clammer has been a director since September 2005. Since January 2006, Mr. Clammer has been a Member of KKR & Co., LLC. He was a Director of Kohlberg Kravis Roberts & Co. L.P. from December 2003 to December 2005. Prior to that he was a Principal of Kohlberg Kravis Roberts & Co. L.P. between 1998 and 2003, having begun his career at Kohlberg Kravis Roberts & Co. in 1995. From 1992 to 1995, Mr. Clammer was in the Mergers and Acquisitions Department at Morgan Stanley & Co. Mr. Clammer also serves as a director of Alliance Imaging, Inc., Jazz Pharmaceuticals, Inc., MedCath Corporation and Zhone Technologies, Inc.

James A. Davidson has been a director since December 2005. Mr. Davidson is a Managing Director of Silver Lake Partners, which he co-founded in 1999. From June 1990 to November 1998, he was an investment banker with Hambrecht & Quist LLC, most recently serving as a Managing Director and Head of Technology Investment Banking. From 1984 to 1990, Mr. Davidson was an attorney in private practice with Pillsbury, Madison & Sutro. Mr. Davidson also serves as a director of Flextronics International Ltd. and Seagate Technology.

James Diller, Sr. has been a director since April 2006. Mr. Diller was a founder of PMC-Sierra, Inc., or PMC, serving as PMC’s Chief Executive Officer from 1983 to July 1997 and President from 1983 to July 1993. Mr. Diller has been a director of PMC since its formation in 1983. Mr. Diller was Chairman of PMC’s board of directors from July 1993 until February 2000, when he became Vice Chairman. Mr. Diller also serves as a director of Intersil Corporation, and is the chairman of the board of Summit Microelectronics.

James H. Greene, Jr.  has been a director since December 2005. Since 1996, Mr. Greene has been a Member of KKR & Co., LLC. Mr. Greene also serves as a director of Accuride Corporation, SunGard Data Systems, Inc. and Zhone Technologies, Inc.

Kenneth Y. Hao has been a director since September 2005. Mr. Hao is a Managing Director of Silver Lake Partners. Prior to joining Silver Lake in 2000, Mr. Hao was an investment banker with Hambrecht & Quist for 10 years, most recently as a Managing Director in the Technology Investment Banking group.

John R. Joyce has been a director since December 2005. Mr. Joyce is a Managing Director of Silver Lake Partners. Prior to joining Silver Lake in 2006, he was the Senior Vice President and Group Executive of the IBM Global Services division. In 1999, Mr. Joyce became IBM’s Chief Financial Officer. Prior to 1999,

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Mr. Joyce was President of IBM Asia Pacific. In addition, he also served as Vice President and Controller for IBM’s global operations. Mr. Joyce also serves as a director of Gartner, Inc.

Michael E. Marks has been a director since February 2006. Mr. Marks has been a Member of KKR & Co., LLC since January 2006. Mr. Marks served as Chief Executive Officer of Flextronics until December 2005. He was appointed chairman of the board of Flextronics on January 1, 2006, and he previously served as chairman of the board of Flextronics from 1993 to 2003. Mr. Marks also serves as a director of SanDisk Corporation, Crocs, Inc. and Schlumberger Limited.

Bock Seng Tan has been a director since April 2006. Mr. Tan was the Chairman of ST Assembly and Test Services Ltd. (STATS) from 1998 until his retirement in 2003. Previously, Mr. Tan was the President and Chief Executive Officer of Chartered Semiconductor Manufacturing, Ltd. from 1993 to 1997. Mr. Tan was the Managing Director for Fairchild Semiconductor International, Inc. in Singapore from 1986 to 1988, and served as the Managing Director of National Semiconductor Corporation’s Singapore operations until 1992 after Fairchild’s merger with National Semiconductor. Mr. Tan started his career at Texas Instruments in Singapore in 1969.

Our executive officers are appointed by, and serve at the discretion of, our Board of Directors. There are no family relationships between our directors and executive officers.

Board Composition

The composition of the Board of Directors of Parent (Avago Technologies Limited) is established by the terms of the Amended and Restated Shareholders Agreement entered into between the Equity Investors (other than management) and Parent, which we refer to elsewhere in this prospectus as the Shareholders Agreement. The composition of the Board of Directors of our company (Avago Technologies Finance Pte. Ltd.) presently conforms to that of Parent. Please see “Certain Relationships and Related Party Transactions — Shareholders Agreement.”

Committees of the Board

The Board of Directors of Parent has an Audit Committee, a Compensation Committee and a Treasury Strategy Committee. The Audit Committee is currently comprised of Messrs. Clammer, Hao and Joyce. The Compensation Committee is currently comprised of Messrs. Davidson and Greene. The Treasury Strategy Committee is currently comprised of Messrs. Clammer and Hao. Parent’s Board of Directors may also establish from time to time any other committees that it deems necessary or advisable. Pursuant to the Shareholders Agreement, investment funds affiliated with Kohlberg Kravis Roberts & Co., or KKR, and investment funds affiliated with Silver Lake Partners, or Silver Lake, have the right to designate a director to serve on any committee for as long as they own at least 5% of Parent’s outstanding ordinary shares. Please see “Certain Relationships and Related Party Transactions — Shareholders Agreement.”

Audit Committee

Parent’s Audit Committee is currently comprised of Messrs. Clammer, Hao and Joyce. The Audit Committee is responsible for assisting Parent’s Board of Directors with its oversight responsibilities regarding the following:

•  the integrity of our financial statements;

•  our compliance with legal and regulatory requirements;

•  independent registered public accounting firm’s qualifications and independence; and

•  the performance of our internal audit function and independent registered public accounting firm.

The Board has determined that Mr. Joyce qualifies as an “audit committee financial expert” within the meaning of regulations adopted by the SEC. Mr. Joyce is not an independent director because of his affiliation

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with Silver Lake, which is affiliated with investment funds that hold an aggregate 36.8% indirect equity interest in our company.

Compensation Committee

Parent’s Compensation Committee is currently comprised of Messrs. Davidson and Greene. The Compensation Committee is responsible for determining executive base compensation and incentive compensation and approving the terms of stock option grants pursuant to Parent’s equity incentive plans.

Treasury Strategy Committee

Parent’s Treasury Strategy Committee is currently comprised of Messrs. Clammer and Hao. The Treasury Strategy Committee is responsible for the oversight of treasury strategy and operations, and reporting to Parent’s Board of Directors on an as needed basis.

Summary Compensation Table

The following table sets forth information about compensation earned by our chief executive officer and each of our four other most highly compensated executive officers for the fiscal year ending October 31, 2006 (since the completion of the Acquisition on December 1, 2005). We refer to these officers elsewhere in this prospectus as our named executive officers.

				Long-Term Compensation
				Awards
	Annual			Securities	Payouts
	Compensation		Other Annual	Underlying	Long-Term	All Other
	Salary	Bonus	Compensation	Options/SARs	Incentive Plans	Compensation
Name and Principal Position	($)	($)	($)	(#)	($)	($)
Dick M. Chang (1)
Chairman of the Board of Directors and former Chief Executive Officer
Hock E. Tan (2)
President and Chief Executive Officer
Bian-Ee Tan
President, Asia
Mercedes Johnson
Senior Vice President, Finance and Chief Financial Officer
Jeffrey S. Henderson
Senior Vice President, Sales and Marketing

(1)	Mr. Chang served as our Chief Executive Officer from December 2005 until March 2006.
(2)	Mr. Hock E. Tan joined us as President and Chief Executive Officer in March 2006.

Option Grants in Last Fiscal Year

In connection with the completion of the Acquisition on December 1, 2005, Parent granted our executive officers a combination of time-based and performance-based options to purchase ordinary shares of Parent. These options were granted pursuant to the terms of the Executive Plan described below under the heading “Equity Incentive Plans — Amended and Restated Equity Incentive Plan for Executive Employees of Avago Technologies Limited and Subsidiaries.” Generally, the options vest 50% based upon the passage of time and the optionee’s continued employment with Parent or its subsidiaries and 50% based upon achieving specified financial targets, in each case, at a rate of 20% per year over five years. The exercise price of the options is $5.00 per ordinary share of Parent, and the term of the options is 10 years.

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Also on December 1, 2005, Parent granted certain of our executive officers options to purchase ordinary shares of Parent in substitution of Agilent options the executive officers forfeited in connection with the Acquisition. Each option that was granted (a) had an exercise price of $1.25 per share, (b) had an average term of 7 years with an expiration date identical to the Agilent option forfeited and (c) was fully vested on the date of grant. The number of shares underlying the substitute options was calculated to preserve the value of the Agilent options forfeited.

The following tables show for the fiscal year ended October 31, 2006, certain information regarding options granted to, and held at year-end by, the named executive officers. No options were exercised by the named executive officers during the fiscal year ended October 31, 2006. In accordance with the rules of the SEC, also shown in the below table is the potential realizable value over the term of the option (the period from the grant date to the expiration date) based on assumed rates of stock appreciation of 5% and 10%, compounded annually. These amounts are based on certain assumed rates of appreciation specified by the SEC and do not represent our estimate of future stock price. Actual gains, if any, on stock option exercises will depend on the future performance of our common stock.

									Potential Realizable
	Individual Grants								Value at
				% of Total					Assumed Annual Rates
	Number of			Options					of Stock Price
	Securities			Granted to	Exercise				Appreciation for
	Underlying			Employees in Last	or Base		Expiration		Option Term
Name	Options Granted			Fiscal Year	Price		Date		5%		10%
Dick M. Chang		1,083,334			$	5.00		11/30/2015	$	3,406,515	$	8,632,777
		266,666	(1)			1.25		11/18/2012	$	1,539,941	$	2,257,232
Hock E. Tan		2,350,000				5.00		11/30/2015	$	7,389,512	$	18,726,474
Bian-Ee Tan		1,800,000				5.00		11/30/2015	$	5,660,052	$	14,343,682
Mercedes Johnson		415,000				5.00		11/30/2015	$	1,304,956	$	3,307,016
Jeffrey S. Henderson		301,667				5.00		11/30/2015	$	948,584	$	2,403,898
		15,979	(1)			1.25		1/14/2012	$	87,736	$	123,230
		47,952	(1)			1.25		11/25/2011	$	261,138	$	364,233
		5,992	(1)			1.25		11/13/2010	$	30,661	$	40,547
		13,448	(1)			1.25		11/12/2010	$	68,801	$	90,973
		5,992	(1)			1.25		10/22/2010	$	30,549	$	40,272
		79	(1)			1.25		5/16/2010	$	392	$	505
		3,891	(1)			1.25		2/3/2010	$	18,991	$	24,109

(1) Represents option to purchase ordinary shares of Parent granted in substitution of options to purchase Agilent’s common stock.

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Fiscal 2006 Aggregated Option Exercises and October 31, 2006 Option Values

The following table sets forth information about unexercised options held by each of our named executive officers as of October 31, 2006. No options were exercised by our named executive officers in the fiscal year ended October 31, 2006. No stock appreciation rights (SARs) are held by the named executive officers.

	Number of Securities
	Underlying				Value of Unexercised
	Unexercised Options				In-the-money Options
	at Year-end (#)				at Year-end
Name	Exercisable		Unexercisable		Exercisable		Unexercisable
Dick M. Chang		266,666		1,083,334	$	1,394,663	$	1,603,334
Hock E. Tan		—		2,350,000		—		3,478,000
Bian-Ee Tan		—		1,800,000		—		2,664,000
Mercedes Johnson		—		415,000		—		614,200
Jeffrey S. Henderson		93,333		301,667		488,132		446,467

Director Compensation

Parent does not compensate its management directors for their service on the Board of Directors or any committee of the Board of Directors. Non-management directors of Parent receive an annual fee of $50,000. Non-management directors of Parent also receive a grant of options to purchase 50,000 ordinary shares of Parent upon election to the Board of Directors. The option price per share is the fair market value of Parent ordinary shares on the grant date, and the option expires five years from the date of grant, or earlier if optionee ceases to be a director. Generally, the option becomes vested and exercisable with respect to 20% of the shares subject to the option nine months following the date of grant and on each anniversary of that date so that the option is completely vested and exercisable four years and nine months following the date of grant; however, options granted to our directors in April 2006 vest at a rate of 20% on each anniversary of December 1, 2005. Members of Parent’s Board of Directors are also reimbursed for travel and other out-of-pocket expenses. Directors are not separately compensated for their service on our Board of Directors.

Employment Agreements and Change in Control Agreements

Hock E. Tan

Parent entered into an offer letter with Hock E. Tan on March 28, 2006. Mr. Tan’s offer letter provides that Mr. Tan will be Parent’s President and Chief Executive Officer commencing March 31, 2006 and that he will be a member of Parent’s Board of Directors. Mr. Tan’s offer letter entitles him to a base salary of $600,000 per year with a target bonus opportunity of 100% of his base salary. Mr. Tan’s offer letter also provides for the grant of an option to purchase 950,000 ordinary shares of Parent with 225,000 shares subject to the option vesting 20% per year based upon Mr. Tan’s continued employment with Parent and 725,000 shares subject to the option vesting 20% per year based upon Parent attaining specified performance targets. Under his offer letter, Mr. Tan was also granted the right to purchase up to $2 million in Parent’s ordinary shares and to be granted additional non-qualified share options. Mr. Tan’s offer letter agreement provides that he will be eligible to participate in all employee benefit plans made available to executive officers of Parent, is entitled to enter into an indemnification agreement and must enter into Parent’s standard agreement regarding confidential information and proprietary developments. Mr. Tan’s offer letter agreement entitled him to the payment of a relocation bonus in the amount of one month’s base salary which was paid in a single lump sum following his commencement of employment.

Mr. Tan’s offer letter provides Mr. Tan with severance in the event of the termination of his employment with Parent without cause or a resignation by him for good reason, provided that, in each case, Mr. Tan executes and does not revoke a general release of all claims against Parent and Parent’s affiliates. If the termination of employment without cause or resignation for good reason takes place within the three months prior to or the 12 months following a change in control of Parent, Parent must provide Mr. Tan with (a) continued salary payments for 24 months following his termination or resignation, (b) an amount equal to

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200% of the lesser of Mr. Tan’s prior year’s bonus or target bonus, in both (a) and (b), payable in 24 monthly installments, and (c) 12 months accelerated vesting for those options held by Mr. Tan which would otherwise vest based upon the passage of time and his continued employment. If the termination of employment without cause or resignation for good reason takes place more than three months prior to or more than 12 months following a change in control, Mr. Tan is entitled to (a) continued salary payments for 12 months following his termination or resignation and (b) an amount equal to the lesser of his prior year’s bonus or target bonus, in both (a) and (b), payable in 12 monthly installments.

Mercedes Johnson

Parent entered into a Severance Benefits Agreement with Mercedes Johnson effective June 14, 2006. Ms. Johnson’s Severance Benefits Agreement provides Ms. Johnson with severance in the event of her termination of employment with Parent without cause or a resignation by her for good reason, provided that, in each case, Ms. Johnson executes and does not revoke a general release of all claims against Parent and Parent’s affiliates. If Ms. Johnson’s termination of employment without cause or resignation for good reason takes place within the three months prior to or the 12 months following a change in control of Parent, Parent must provide Ms. Johnson with (a) continued salary payments for 12 months following her termination or resignation, (b) an amount equal to the lesser of Ms. Johnson’s prior year’s bonus or target bonus, in both (a) and (b), payable in 12 monthly installments, (c) 12 months accelerated vesting for those options held by Ms. Johnson which would otherwise vest based upon the passage of time and her continued employment, and (d) the payment of continued health, dental and vision insurance premiums for Ms. Johnson and any covered dependents for 12 months, or, if earlier, until Ms. Johnson and any covered dependents are covered under similar plans of a new employer. If Ms. Johnson’s termination of employment without cause or resignation for good reason takes place more than three months prior to or more than 12 months following a change in control, Ms. Johnson is entitled to (a) continued salary payments for six months following her termination or resignation, (b) an amount equal to 50% of the lesser of her prior year’s bonus or target bonus, in both (a) and (b), payable in six monthly installments, and (c) the payment of continued health, dental and vision insurance premiums for Ms. Johnson and any covered dependents for six months, or, if earlier, until Ms. Johnson and any covered dependents are covered under similar plans of a new employer.

Equity Plans

Amended and Restated Equity Incentive Plan for Executive Employees of Avago Technologies Limited and Subsidiaries

Parent’s Board of directors initially adopted and Parent’s shareholders initially approved the Equity Incentive Plan for Executive Employees of Avago Technologies Limited and Subsidiaries on November 23, 2005. The Amended and Restated Equity Incentive Plan for Executive Employees of Avago Technologies Limited and Subsidiaries, or the Executive Plan, was adopted by Parent’s board of directors on April 14, 2006 with certain provisions subject to Parent’s shareholders approving the Executive Plan within 12 months of the Board of Directors’ adoption.

Types of Awards.  The Executive Plan provides for the grant of non-qualified options and share purchase rights to employees, consultants and other persons having a unique relationship with Parent or its subsidiaries.

Share Reserve.  Parent has reserved an aggregate of 30,000,000 ordinary shares for issuance under the Executive Plan and the Amended and Restated Equity Incentive Plan for Senior Management Employees of Avago Technologies Limited and Subsidiaries, or the Senior Management Plan. If the shareholders do not approve the Executive Plan and Senior Management Plan as each has been amended and restated within 12 months of April 14, 2006, the aggregate reserve under the Executive Plan and the Senior Management Plan will be 21,000,000 ordinary shares of Parent.

Administration.  Parent’s Compensation Committee administers the Executive Plan. The Compensation Committee has the authority to select the employees to whom options and/or share purchase rights will be granted under the Executive Plan, the number of shares to be subject to those options or share purchase rights, and the terms and conditions of the options and share purchase rights. In addition, the Compensation

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Committee has the authority to construe and interpret the Executive Plan and to adopt rules for the administration, interpretation and application of the Executive Plan that are consistent with the terms of the Executive Plan.

Shareholder Agreements.  The options and shares acquired upon exercise of options and share purchase rights granted pursuant to the Executive Plan are subject to the terms and conditions of shareholder agreements entered into by the option and share purchase right holders. Please see “Equity Plans — Management Shareholders Agreement.”

Amendment.  The Executive Plan may be amended or modified by the Compensation Committee, and may be terminated by Parent’s Board of Directors.

Exercise.  The exercise price of options and share purchase rights granted under the Executive Plan may be paid for in cash, or, with the consent of the Compensation Committee, with the ordinary shares of Parent, including ordinary shares acquired contemporaneously upon exercise.

Certain Events.  Under the Executive Plan, the Compensation Committee may, in its sole discretion, provide that options granted under the plan cannot be exercised after the consummation of the merger or consolidation of Parent into another corporation, the exchange of all or substantially all of the assets of Parent for the securities of another corporation, the acquisition by another corporation of 80% or more of Parent’s then outstanding voting shares or the recapitalization, reclassification, liquidation or dissolution of the Parent, or other adjustment or event which results in Parent’s ordinary shares being exchanged for or converted into cash, securities or other property, in which case the Compensation Committee may further provide that the options will become fully vested and exercisable prior to the completion of the change of control. The Compensation Committee may also provide that options remaining exercisable after such an event may only be exercised for the consideration received by shareholders in such event, or its cash equivalent. Parent shall in its discretion appropriately and equitably adjust the exercise price of an option in the event of a spin off or other substantial distribution of Parent assets.

Management Shareholders Agreement

Each participant in the Executive Plan, including each executive officer, must enter into a Management Shareholders Agreement with Parent and its controlling shareholder, Bali Investments S.àr.l., in connection with the executive’s purchase of shares pursuant to the Executive Plan. Each Management Shareholders Agreement provides the company with certain rights that effectively restrict the transfer of Parent ordinary shares until a change of control transaction or the later of five years from the date of purchase, or in the case of options, the date of grant, or Parent’s initial public offering. The restrictive rights provided to Parent include a right of first refusal whereby Parent may purchase any shares offered to a third party, a call right whereby Parent may repurchase shares upon a termination of employment or upon certain other events and a bring along right whereby Bali Investments S.àr.l. can require participants to sell shares along side Bali Investments. Each executive holds a put right whereby the executive can require Parent to repurchase shares upon the executive’s death or permanent disability, a tag-along right whereby each executive may require Bali Investments S.àr.l. to allow the executive to sell along side Bali Investments in certain sales, and “piggyback” registration rights allowing the executive to sell along side Bali Investments in a public offering.

Amended and Restated Equity Incentive Plan for Senior Management Employees of Avago Technologies Limited and Subsidiaries

Parent’s Board of Directors initially adopted and Parent’s shareholders initially approved the Incentive Plan for Senior Management Employees of Avago Technologies Limited and Subsidiaries on November 23, 2005. The Senior Management Plan, as amended and restated, was adopted by Parent’s Board of Directors on April 14, 2006 with certain provisions subject to Parent’s shareholders approving the Senior Management Plan within 12 months of the Board of Directors’ adoption.

Types of Awards.  The Senior Management Plan provides for the grant of non-qualified options and share purchase rights to employees, consultants, other persons having a unique relationship with Parent or its

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subsidiaries and non-employee members of Parent’s Board of Directors. Options and share purchase rights granted to non-employee members of Parent’s Board of Directors will be considered null and void if the Senior Management Plan is not approved within 12 months of April 14, 2006.

Share Reserve.  Parent has reserved an aggregate of 30,000,000 ordinary shares for issuance under the Senior Management Plan and the Executive Plan. If the shareholders do not approve the Senior Management Plan and Executive Plan as each has been amended and restated within 12 months of April 14, 2006, the aggregate reserve under the Senior Management Plan and the Senior Management Plan will be 21,000,000 ordinary shares of Parent.

Administration.  Parent’s Compensation Committee administers the Senior Management Plan. The Compensation Committee has the authority to select the employees to whom options and/or share purchase rights will be granted under the Senior Management Plan, the number of shares to be subject to those options or share purchase rights, and the terms and conditions of the options and share purchase rights. In addition, the Compensation Committee has the authority to construe and interpret the Senior Management Plan and to adopt rules for the administration, interpretation and application of the Senior Management Plan that are consistent with the terms of the Senior Management Plan.

Restrictive Rights.  The options and shares acquired upon exercise of options and share purchase rights granted pursuant to the Senior Management Plan are subject to a call right, right of first refusal and bring along right in favor of Parent and its controlling shareholders and a put right in favor of the option holder or shareholder upon such individual’s death or permanent disability. The Senior Management Plan provides that, with limited exceptions, the option or share purchase right holder may not transfer, sell or otherwise dispose of any ordinary shares of Parent prior to the later of the fifth anniversary of the date of grant or Parent’s initial public offering.

Amendment.  The Senior Management Plan may be amended or modified by the Compensation Committee, and may be terminated by Parent’s Board of Directors.

Exercise.  The exercise price of options and share purchase rights granted under the Senior Management Plan may be paid for in cash, or, with the consent of the Compensation Committee, with the ordinary shares of Parent, including ordinary shares acquired contemporaneously upon exercise.

Certain Events.  Under the Senior Management Plan, the Compensation Committee may, in its sole discretion, provide that options granted under the plan cannot be exercised after the consummation of the merger or consolidation of Parent into another corporation, the exchange of all or substantially all of the assets of Parent for the securities of another corporation, the acquisition by another corporation of 80% or more of Parent’s then outstanding voting shares or the recapitalization, reclassification, liquidation or dissolution of the Parent, or other adjustment or event which results in Parent’s ordinary shares being exchanged for or converted into cash, securities or other property, in which case the Compensation Committee may further provide that the options will become fully vested and exercisable prior to the completion of the change of control. The Compensation Committee may also provide that options remaining exercisable after such an event may only be exercised for the consideration received by shareholders in such event, or its cash equivalent. Parent shall in its discretion appropriately and equitably adjust the exercise price of an option in the event of a spin off or other substantial distribution of Parent assets.

Compensation Committee Interlocks and Insider Participation

Messrs. Davidson and Greene are not, and have never been, officers or employees of our company or Parent. None of our executive officers served on the board of directors or compensation committee of any other entity that has one or more executive officers serving as a member of our Board of Directors or Parent’s Compensation Committee. Messrs. Davidson and Greene have been designated by Silver Lake and KKR, respectively, to serve on Parent’s Compensation Committee. Messrs. Davidson and Greene are also affiliated with the KKR and Silver Lake entities that are parties to our Advisory Agreement with Parent. Please see “Certain Relationships and Related Party Transactions — Shareholders Agreement.”

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Limitations of Liability and Indemnification Matters

Our Articles of Association provide that, subject to the provisions of the Singapore Companies Act, every director or other officer of our company shall be entitled to be indemnified by our company against all costs, charges, losses, expenses and liabilities incurred by him in the execution and discharge of his duties or in relation thereto and in particular and without prejudice to the generality of the foregoing, no director or other officer of our company shall be liable for the acts, receipts, neglects or defaults of any other director or officer or for joining in any receipt or other act for conformity or for any loss or expense happening to our company through the insufficiency or deficiency of title to any property acquired by order of the directors for or on behalf of our company or for the insufficiency or deficiency of any security in or upon which any of the moneys of our company shall be invested or for any loss or damage arising from the bankruptcy, insolvency or tortuous act of any person with whom any moneys, securities or effects shall be deposited or left or for any other loss, damage or misfortune whatever which shall happen in the execution of the duties of his office or in relation thereto unless the same happen through his own negligence, willful default, breach of duty or breach of trust.

To the fullest extent permitted by applicable law, we or one or more of our affiliates has entered, or will enter, into agreements to indemnify our directors, executive officers and other employees. The agreements provide for indemnification for related expenses including attorneys’ fees, judgments, fines and settlement amounts incurred by any of these individuals in any action or proceeding. We believe that these provisions and agreements are necessary to attract and retain qualified persons as our directors and executive officers.

As of the date of this prospectus, we are not aware of any pending litigation or proceeding involving any director, officer, employee or agent of our company where indemnification will be required or permitted, nor are we aware of any threatened litigation or proceeding that might result in a claim for indemnification.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

All of our outstanding ordinary shares are beneficially owned by Parent (Avago Technologies Limited) through its wholly owned subsidiary, Avago Technologies Holding Pte. Ltd. Parent’s address is No. 1 Yishun Avenue 7, Singapore 768923. The following table sets forth information regarding beneficial ownership of the equity securities of Parent as of August 31, 2006 by:

•  each person who is known by us to beneficially own more than 5% of the equity securities of Parent;

•  each of our directors;

•  each of our named executive officers; and

•  all of our directors and executive officers as a group.

Beneficial Ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. Unless otherwise indicated below, to our knowledge, the persons and entities named in the table have sole voting and sole investment power with respect to all shares beneficially owned, subject to community property laws where applicable. Ordinary shares of Parent subject to options that are currently exercisable or exercisable within 60 days of August 31, 2006 are deemed to be outstanding and to be beneficially owned by the person holding the options for the purpose of computing the percentage ownership of that person but are not treated as outstanding for the purpose of computing the percentage ownership of any other person. Percentage ownership is based on 214,180,649 ordinary shares of Parent outstanding on August 31, 2006.

	Ordinary Shares Beneficially Owned(1)
Name and Address of Beneficial Owner	Number		Percent
5% Shareholders
Bali Investments S.àr.l (2)		172,676,402		80.6	%
20, rue de la Poste L-2346 Luxembourg
Seletar Investments Pte. Ltd.		22,670,917		10.6
60B Orchard Road #60-18, Tower 2 The Atrium @ Orchard Singapore 238891
Geyser Investment Pte Ltd		15,113,944		7.1
c/o GIC 168 Robinson Road #37-01 Capital Tower Singapore 068912
Directors and Named Executive Officers
Dick M. Chang(3)		266,666		*
Hock E. Tan		200,000		*
Bian-Ee Tan		400,000		*
Mercedes Johnson		60,000		*
Jeffrey S. Henderson(4)		93,333		*
Adam H. Clammer(5)		80,083,035		37.4
James A. Davidson(6)		78,733,338		36.8
James Diller, Sr.		150,000		*
James H. Greene Jr.(7)		80,083,035		37.4
Kenneth Y. Hao(8)		78,733,338		36.8
John R. Joyce(9)		78,733,338		36.8
Michael E. Marks(10)		80,083,035		37.4
Bock Seng Tan		—		—
All 14 directors and executive officers as a group(11)		160,086,372		74.8	%

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(1)	Includes shares held in the beneficial owner’s name or jointly with others, or in the name of a bank, nominee or trustee for the beneficial owner’s account.
(2)	Bali Investments S.àr.l. is a Luxembourg corporation, the shareholders of which include overseas investment funds affiliated with KKR and Silver Lake. As of August 31, 2006, the total number of ordinary shares of Avago Technologies Limited that are deemed held indirectly by (a) the KKR funds through Bali Investments S.àr.l. was 80,083,035, or 37.4% of the total ordinary shares outstanding, and (b) by the Silver Lake funds through Bali Investments S.àr.l. was 78,733,338, or 36.8% of the total ordinary shares outstanding, in each case based on the ownership interests of such entities in Bali Investments S.àr.l.
	Shares deemed held indirectly by the KKR funds include (a) 17,782,701 shares held by KKR Millennium Fund (Overseas), Limited Partnership (“KKR Millennium Overseas Fund”), the general partner of which is KKR Associates Millennium (Overseas), Limited Partnership, the general partner of which is KKR Millennium Limited, (b) 35,407,740 shares held by KKR European Fund, Limited Partnership (“KKR Europe”), the general partner of which is KKR Associates Europe, Limited Partnership, the general partner of which is KKR Europe Limited, (c) 23,748,545 shares held by KKR European Fund II, Limited Partnership (“KKR Europe II”), the general partner of which is KKR Associates Europe II, Limited Partnership, the general partner of which is KKR Europe II Limited, and (d) 3,144,049 shares held by KKR Partners (International), Limited Partnership (“KKR International,” together with KKR Millennium Overseas Fund, KKR Europe and KKR Europe II, the “KKR Funds”), the general partner of which is KKR 1996 Overseas, Limited. Messrs. Henry R. Kravis, George R. Roberts, James H. Greene, Jr., Paul E. Raether, Michael W. Michelson, Perry Golkin, Johannes P. Huth, Todd A. Fisher, Alexander Navab, Marc Lipschultz, Jacques Garaialde and Reinhard Gorenflos, as shareholder of one or more of KKR Millennium Limited, KKR Europe Limited, KKR Europe II Limited, and KKR 1996 Overseas Limited, may be deemed to share beneficial ownership of any shares beneficially owned by the KKR Funds, respectively, but disclaim such beneficial ownership except to the extent of their pecuniary interest therein. The above referenced shares are indirectly owned through the KKR Funds’ investments in Bali Investments S.àr.l., which directly holds shares in Avago Technologies Limited. The address of each of the KKR Funds is Suite 500, 603 - 7th Avenue S.W., Calgary, Canada.
	Shares deemed held indirectly by the Silver Lake funds include (a) 78,510,144 shares held by Silver Lake Partners II Cayman, L.P. (“Silver Lake II”), the general partner of which is Silver Lake Technology Associate II Cayman, L.P., the general partner of which is Silver Lake (Offshore) AIV GP II, Ltd., and (b) 223,194 shares held by Silver Lake Technology Investors II Cayman, L.P. (“Silver Lake Technology II” and, together with Silver Lake II, the “Silver Lake Funds”), the general partner of which is Silver Lake (Offshore) AIV GP II, Ltd. Messrs. James A. Davidson, Glenn H. Hutchins, David J. Roux, Alan K. Austin, John R. Joyce, Michael J. Bingle and Kenneth Y. Hao, as Directors of Silver Lake (Offshore) AIV GP II, Ltd., may be deemed to share beneficial ownership of any shares beneficially owned by the Silver Lake Funds, but disclaim such beneficial ownership except to the extent of their pecuniary interest therein. The above referenced shares are indirectly owned through the Silver Lake Funds’ investments in Bali Investments S.àr.l., which directly holds shares in Avago Technologies Limited. The address of each of the Silver Lake Funds is Walker House, PO Box 908GT, Mary Street, George Town, Grand Cayman, Cayman Islands.
(3)	Includes 266,666 shares that Mr. Chang has the right to acquire within 60 days after August 31, 2006 upon the exercise of share options.
(4)	Includes 93,333 shares that Mr. Henderson has the right to acquire within 60 days after August 31, 2006 upon the exercise of share options.
(5)	Mr. Clammer is an interest holder in the general partners of the KKR Funds. Amounts disclosed for Mr. Clammer include shares beneficially owned by the KKR Funds. Mr. Clammer disclaims beneficial ownership of any shares owned directly or indirectly by the KKR Funds, except to the extent of his pecuniary interest therein.
(6)	Mr. Davidson is a Director of Silver Lake (Offshore) AIV GP II, Ltd. Amounts disclosed for Mr. Davidson include shares beneficially owned by the Silver Lake Funds. Mr. Davidson disclaims beneficial

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	ownership of any shares owned directly or indirectly by the Silver Lake Funds, except to the extent of his pecuniary interest therein.
(7)	Mr. Greene is an interest holder in the general partners of the KKR Funds. Amounts disclosed for Mr. Greene include shares beneficially owned by the KKR Funds. Mr. Greene disclaims beneficial ownership of any shares owned directly or indirectly by the KKR Funds, except to the extent of his pecuniary interest therein.
(8)	Mr. Hao is a Director of Silver Lake (Offshore) AIV GP II, Ltd. Amounts disclosed for Mr. Hao include shares beneficially owned by the Silver Lake Funds. Mr. Hao disclaims beneficial ownership of any shares owned directly or indirectly by the Silver Lake Funds, except to the extent of his pecuniary interest therein.
(9)	Mr. Joyce is a Director of Silver Lake (Offshore) AIV GP II, Ltd. Amounts disclosed for Mr. Joyce include shares beneficially owned by the Silver Lake Funds. Mr. Joyce disclaims beneficial ownership of any shares owned directly or indirectly by the Silver Lake Funds, except to the extent of his pecuniary interest therein.
(10)	Mr. Marks is an interest holder in the general partners of the KKR Funds. Amounts disclosed for Mr. Marks include shares beneficially owned by the KKR Funds. Mr. Marks disclaims beneficial ownership of any shares owned directly or indirectly by the KKR Funds, except to the extent of his pecuniary interest therein.
(11)	Includes 359,999 shares that officers have the right to acquire within 60 days after August 31, 2006 upon the exercise of share options.

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Shareholder Agreement

In connection with the closing of the Acquisition, Parent entered into a Shareholder Agreement with the Equity Investors, other than members of management, who are party to separate agreements. The Shareholders Agreement was amended in February 2006.

Board Composition.  The Shareholder Agreement provides that Parent’s Board of Directors, which currently has 10 members, shall be comprised as follows:

•  three designees of KKR for so long as KKR and its affiliates either continue to own, directly or indirectly, at least 24% of Parent’s outstanding ordinary shares or have not transferred any shares to an unaffiliated third party, provided that KKR has the right to designate two directors for so long as KKR and its affiliates continue to own, directly or indirectly, at least 15% of Parent’s outstanding ordinary shares and one director for so long as KKR and its affiliates continue to own, directly or indirectly, at least 5% of Parent’s outstanding ordinary shares;

•  three designees of Silver Lake for so long as Silver Lake and its affiliates either continue to own, directly or indirectly, at least 24% of Parent’s outstanding ordinary shares or have not transferred any shares to an unaffiliated third party, provided that Silver Lake has the right to designate two directors for so long as Silver Lake and its affiliates continue to own, directly or indirectly, at least 15% of Parent’s outstanding ordinary shares and one director for so long as Silver Lake and its affiliates continue to own, directly or indirectly, at least 5% of Parent’s outstanding ordinary shares;

•  one designee of Seletar Investments Pte. Ltd., an affiliate of Temasek Capital (Private) Limited (“Seletar”), so long as it either continues to own, directly or indirectly, 2.5% of Parent’s outstanding shares and has not sold any of its shares, or continues to own, directly or indirectly, 5% of Parent’s outstanding shares;

•  Parent’s Chief Executive Officer; and

•  two directors mutually agreeable to the Sponsors (KKR and Silver Lake).

Each of KKR, Silver Lake and Seletar has the right to remove and replace its director-designees at any time and for any reason and to fill any vacancies otherwise resulting in such director positions. If the number of directors that an Equity Investor is entitled to designate is reduced, any vacant seats on our Board of Directors will be filled by the Board of Directors acting in accordance with its nomination and governance procedures. The composition of our Board of Directors conforms to that of Parent.

Sponsor Approval.  The Shareholder Agreement provides that the following actions by Parent or any of its subsidiaries require approval of the Sponsors:

•  changing the size or composition of Parent’s Board of Directors;

•  amending, modifying or waiving any provision of Parent’s memorandum of association or articles of association;

•  undertaking any share split, reverse stock split, recapitalization, exchange or any other combination in any manner of Parent’s equity securities in connection with which any Equity Investor would receive more than a de minimis amount of cash in lieu of fractional shares;

•  entering into a change of control transaction;

•  acquiring or disposing of assets or entering into joint ventures with a value in excess of $25 million;

•  undertaking an initial public offering;

•  issuing any equity securities or derivative equity securities, other than pursuant to employee benefit and incentive plans approved by the Sponsors;

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•  repurchasing or redeeming any equity securities, other than from employees pursuant to arrangements approved by Parent’s Board of Directors;

•  declaring or paying any dividend or distributions to equityholders, other than payments by wholly owned subsidiaries;

•  creating or materially amending any material employee benefit or incentive compensation plan;

•  incurring indebtedness in excess of $25 million;

•  filing for voluntary liquidation, dissolution, receivership, bankruptcy or similar insolvency proceeding;

•  entering into transactions outside of the ordinary course of business or that are reasonably likely to require expenditures or generate proceeds in excess of $10 million;

•  hiring or firing the Chief Executive Officer or any other member of senior management, or approving the compensation arrangements of any of them;

•  commencing any litigation, dispute or claim involving amounts in dispute in excess of $5 million, or settling any litigation, dispute or claim for a payment or payments, or discounts on products or services, in excess of $5 million, whether pursuant to a license or otherwise, or which restrict the business of Parent or its subsidiaries in any material manner;

•  entering into certain transactions with the Sponsors or any of their affiliates;

•  approving or modifying annual operating budgets or capital expenditure budgets;

•  making material changes in the nature of the business of Parent or its subsidiaries;

•  replacing or removing independent auditors; and

•  amending, waiving or otherwise modifying certain shareholders agreements.

Co-Investor Protections.  The Shareholder Agreement provides that, other than actions specifically set forth therein, Parent will not take any action in respect of any class of its shares that has a materially disproportionate effect on the specified Co-Investors of such class of shares, as compared to the Sponsors, in their capacity as shareholders, without first obtaining the prior written consent of the Co-Investors holding a majority of such class of shares then held by the Co-Investors.

Preemptive Rights.  The Shareholder Agreement provides that, until the earlier of a change of control transaction or initial public offering, the Sponsors and certain Co-Investors will have a pro rata preemptive right to acquire equity securities issued by Parent or any subsidiary, subject to customary exceptions, including issuances:

•  pursuant to the exchange, conversion, or exercise terms of other equity or debt securities;

•  to employees, directors or consultants;

•  in connection with any acquisition, business combination or joint venture approved by the Sponsors;

•  in connection with an initial public offering;

•  in connection with any proportional stock split, stock dividend or stock recapitalization;

•  which take the form of “equity kickers” in debt financing transactions;

•  by a wholly owned subsidiary company to Parent or Holdings or another subsidiary of Parent or Holdings; or

•  for which the Sponsors have waived the preemptive rights.

Transfer Restrictions.  Neither KKR nor Silver Lake may transfer its shares prior to an initial public offering, or within 2 years after our initial public offering, without the approval of the other Sponsor, subject to certain permitted transfers. No Co-Investor may transfer its shares without the approval of the Sponsors,

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except (i) to permitted transferees and (ii) if either Sponsor has reduced the number of shares it holds relative to the number of shares initially held by it, each Co-Investor may sell up to the number of shares as would cause such Co-Investor to reduce the number of shares it holds in the same proportion as that of such Sponsor. These transfer restrictions will terminate upon a change of control transaction unless terminated earlier by the Sponsors.

Right of First Refusal.  Prior to making any permitted transfer of shares (other than certain customary permitted transfers and transfers effected in an initial public offering), any prospective selling Co-Investor is required to provide written notice to Parent and each Sponsor setting forth the terms of such proposed transfer. Parent may purchase any number of shares at the price and on the terms set forth in such notice. If there are any shares remaining after Parent has exercised its right of first refusal, the Sponsors may purchase any remaining shares, with each Sponsor entitled to purchase at least its pro rata portion of such remaining shares, at the price and on the other terms set forth in such notice. If Parent and/or the Sponsors do not offer to purchase 100% of the shares proposed to be transferred by the prospective selling Co-Investor, such Co-Investor may (a) accept the offers of Parent and the Sponsors and sell any remaining shares to a third-party purchaser or (b) if the third-party purchaser is unwilling to purchase less than all of such shares, sell all of such shares to such third-party purchaser, in each case on terms that are no less favorable than the terms offered to Parent and the Sponsors. This right of first refusal will terminate upon the earlier to occur of a change of control transaction or an initial public offering.

Tag Along Right.  Prior to making any transfer of shares (other than certain customary permitted transfers, transfers in connection with sales pursuant to the Registration Rights Agreement, transfers pursuant to Rule 144 and certain distributions and charitable contributions), any prospective selling Sponsor must provide written notice to each Co-Investor setting forth the terms of such proposed transfer. Each Co-Investor may elect to sell up to its pro rata portion of the shares (based upon the ownership of such shares by the transferring Sponsor and all persons entitled to participate in such transfer) to be sold in such transfer. This tag along right will terminate upon a change of control transaction unless terminated earlier by the Sponsors.

Drag Along Right.  If the Sponsors approve a change of control transaction, each Co-Investor will be required to vote in favor of and not oppose such transaction and, if structured as a sale of shares, sell its shares to a prospective buyer on the same terms that are applicable to the Sponsors. This drag along right will terminate upon a change of control transaction.

Advisory Agreement

In connection with the closing of the Acquisition, our Parent and our indirect subsidiary Avago Technologies International Sales Pte. Limited, a Singapore private limited company, entered into an Advisory Agreement with KKR and Silver Lake, pursuant to which Parent retained KKR and Silver Lake to provide general executive, management and other services as mutually agreed by Parent and KKR and Silver Lake, for which Parent pays each of them advisory fees of $656,250 per quarter, subject to escalation, and reimburses them for their out-of-pocket expenses.

In connection with the closing of the Acquisition, Parent paid each of KKR and Silver Lake an advisory fee of $17.5 million for services provided to us in evaluating, negotiating, documenting, financing and closing the Acquisition. In connection with the closing of any subsequent change of control transaction, acquisition, disposition or divestiture, spin-off, split-off or financing completed during the term of the Advisory Agreement (or after if contemplated during the term) in each case with an aggregate value in excess of $25 million, we will pay each of KKR and Silver Lake a fee of 0.5% based on the aggregate value of such transaction. In connection with the closing of the sale of the Storage Business and the Printer ASICs Business, we paid each of KKR and Silver Lake $3.0 million and $3.0 million, respectively.

The Advisory Agreement has a 12-year term that is automatically extended on an annual basis. We may terminate the Advisory Agreement in connection with a change of control transaction or an initial public offering. In the event the Advisory Agreement is terminated, we will be required to pay all unpaid fees through the date of termination plus the net present value of unpaid quarterly fees for the remainder of the term.

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Indemnification; Costs and Fees

Parent provides customary indemnification to the Equity Investors for liabilities arising from their ownership of shares of Parent and from the Acquisition. Parent will pay all reasonable fees and expenses incurred by the Equity Investors from and after the closing of the Acquisition in connection with the Equity Investors’ enforcement of their rights under the Shareholder Agreement, registration rights agreement and Articles of Association.

Other Relationships

Investment funds affiliated with Silver Lake are investors in Flextronics International Ltd., a Singapore limited company (“Flextronics”) and Mr. Marks, a director, was the Chief Executive Officer of Flextronics until December 2005, and remains chairman of the board of Flextronics. Mr. Davidson, a director, also serves as a director of Flextronics. Agilent sold its Camera Module Business to Flextronics in February 2005. In the ordinary course of business, we continue to sell sensors to Flextronics, which in the nine months ended July 31, 2006, accounted for $38 million of net revenue from continuing operations. Flextronics continues to pay the deferred purchase price in connection with its acquisition of the Camera Module Business at the rate of $1 million per quarter.

On January 26, 2006, as permitted by our senior credit agreement and the indentures governing the outstanding notes, we drew the full $250 million under the delayed-draw portion of our term loan facility to retire of all our redeemable convertible preference shares. These funds were ultimately used to redeem the redeemable convertible preference shares held by the Equity Investors of Parent, excluding management.

Mr. Diller, a director, is also a director of PMC-Sierra, Inc., a Delaware Corporation (“PMC”). In February 2006, prior to Mr. Diller becoming a director of Avago, we completed the sale of our Storage Business to PMC for net proceeds of $420 million.

In connection with the Acquisition, we entered into a management consulting agreement for post-acquisition support activities with Capstone Consulting (“Capstone”), a consulting company affiliated with KKR. Under this agreement, we paid $1 million to Capstone during the nine months ended July 31, 2006. In addition, an affiliate of Capstone invested in Bali Investments S.ar.l., which then subscribed to an additional 389,300 ordinary shares of Parent on February 3, 2006 at a purchase price of $5.00 per share. An affiliate of Capstone has been granted options to purchase 800,000 ordinary shares of Parent with an exercise price of $5 per share. One half of these options vests over four years, and the other half vests upon the achievement of certain Company financial performance metrics defined in the Share Option Agreement, dated February 3, 2006. For the nine months ended July 31, 2006, we recorded a $1 million charge to earnings related to the issuance of these options.

All executive officers and certain key employees have executed a Management Shareholders Agreement with Parent and Bali Investments S.àr.l. Please see “Management — Equity Plans — Management Shareholders Agreement.”

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DESCRIPTION OF OTHER INDEBTEDNESS

In connection with the Acquisition, we entered into a senior credit agreement with Citigroup Global Markets Inc., as joint lead arranger and joint lead bookrunner, Lehman Brothers Commercial Paper Inc., as joint lead arranger, joint lead bookrunner and syndication agent, Citicorp North America, Inc., as administrative agent and collateral agent, and Credit Suisse, as documentation agent.

The senior credit facilities initially provided senior secured financing of $975 million, consisting of:

•  a $725 million term loan facility, and

•  a $250 million equivalent revolving credit facility.

The revolving credit facility includes borrowing capacity available for letters of credit and for borrowings on same-day or one-day notice referred to as the swingline loans and is available to us and certain of our subsidiaries in U.S. dollars and other currencies. We drew $475 million under our term loan facility to finance a portion of the Acquisition. On January 26, 2006, as permitted by our senior credit agreement and the indentures governing the outstanding notes, we drew the full $250 million under the delayed-draw portion of our term loan facility to retire all of our redeemable convertible preference shares. We used $420 million of net proceeds from the sale of our Storage Business and $245 million of net proceeds from the sale of our Printer ASICs Business to permanently repay borrowings under our term loan facility. As of July 31, 2006, the term loan facility had been repaid in full and may not be redrawn.

Interest Rate and Fees

Borrowings under the revolving credit facility bear interest at a rate equal to an applicable margin plus, at our option, either (a) a base rate determined by reference to the higher of (1) the United States prime rate and (2) the federal funds rate plus 0.5% (or an equivalent base rate for loans originating outside the United States, to the extent available) or (b) a LIBOR rate (or the equivalent thereof in the relevant jurisdiction) determined by reference to the costs of funds for deposits in the currency of such borrowing for the interest period relevant to such borrowing adjusted for certain additional costs. The applicable margin for borrowings is, under the revolving credit facility, 1% with respect to base rate borrowings, if any, and 2% with respect to other borrowings. The applicable margin for borrowings under the revolving credit facilities may be reduced subject to our attaining certain leverage ratios.

We are required to pay a commitment fee to the lenders under the revolving credit facility in respect of the unutilized commitments thereunder. The commitment fee on the revolving credit facility is 0.375% per annum, which is subject to us maintaining certain leverage ratios. We must also pay customary letter of credit fees.

Maturity

Principal amounts outstanding under the revolving credit facility are due and payable on December 1, 2011. As of July 31, 2006, we have not borrowed against the revolving credit facility, although we had $11 million of letters of credit outstanding under the facility.

Guarantee and Security

All obligations under the senior credit agreement are unconditionally and irrevocably guaranteed jointly and severally by Holdings and Holdings’ current and future material subsidiaries.

All obligations under the revolving credit facility, and the guarantees of those obligations, are secured by substantially all of the following assets of us, the subsidiary co-issuers and each subsidiary guarantor, subject to certain exceptions:

•  a pledge of 100% of our capital stock and 100% of the capital stock of each of our material subsidiaries; and

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•  a security interest in substantially all of our tangible and intangible assets and the tangible and intangible assets of each guarantor.

Certain Covenants and Events of Default

The senior credit agreement contains a number of covenants that, among other things, restrict, subject to certain exceptions, our ability to:

•  incur additional indebtedness or issue preferred shares;

•  create liens on assets;

•  enter into sale-leaseback transactions;

•  engage in mergers or consolidations;

•  sell assets;

•  pay dividends and distributions or repurchase our capital stock;

•  make investments, loans or advances;

•  make capital expenditures;

•  repay subordinated indebtedness (including the senior subordinated notes);

•  make certain acquisitions;

•  amend material agreements governing our subordinated indebtedness (including the senior subordinated notes);

•  change our lines of business; and

•  change the status of Holdings as a passive holding company.

In addition, the senior credit agreement requires us to maintain a maximum senior secured leverage ratio. The senior credit agreement also contain certain customary affirmative covenants and events of default.

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THE EXCHANGE OFFERS

Purpose and Effect of the Exchange Offers

Avago Technologies Finance Pte. Ltd. and the subsidiary co-issuers and guarantors of the notes have entered into a registration rights agreement with the initial purchasers of the outstanding notes in which they agreed, under certain circumstances, to use their reasonable best efforts to file a registration statement relating to offers to exchange the outstanding notes for exchange notes and thereafter cause the registration statement to become effective under the Securities Act and complete the exchange offers no later than 360 days following the closing date of the issuance of the outstanding notes. The exchange notes will have terms identical in all material respects to the outstanding notes, except that the exchange notes will not contain terms with respect to transfer restrictions, registration rights and additional interest for failure to observe certain obligations in the registration rights agreement. The outstanding notes were issued on December 1, 2005.

Under the circumstances set forth below, Avago and the subsidiary co-issuers and guarantors will use their reasonable best efforts to cause the SEC to declare effective a shelf registration statement with respect to the resale of the outstanding notes within the time periods specified in the registration rights agreement and keep the registration statement effective for up to two years after its effective date. These circumstances include:

•  if any changes in law, SEC rules or regulations or applicable interpretations thereof by the SEC do not permit us to effect the exchange offers as contemplated by the registration rights agreement; or

•  if any holder of the outstanding notes notifies us within 30 days after such holder becomes aware of the following restrictions:

•  such holder is prohibited by applicable law or SEC rules or regulations from participating in any exchange offer,

•  such holder may not resell the exchange notes acquired by it in the exchange offers to the public without delivering a prospectus and that this prospectus is not appropriate or available for such resales by such holder, or

•  such holder is a broker-dealer who elects to exchange the outstanding notes acquired for its own account as a result of market-making activities or other trading activities for the exchange notes, and holds outstanding note acquired directly from us or one of our affiliates.

Under the registration rights agreement, if we fail to complete the applicable exchange offer (other than in the event we file a shelf registration statement) or the shelf registration statement, if required thereby, is not declared effective, in either case on or prior to 360 days after the issue date (the “target registration date”), the interest rate on the outstanding notes will be increased by (x) 0.25% per annum for the first 90-day period immediately following the target registration date and (y) an additional 0.25% per annum with respect to each subsequent 90-day period, in each case, until the applicable exchange offer is completed or the shelf registration statement, if required, is declared effective by the SEC or the outstanding notes cease to constitute transfer restricted notes, up to a maximum of 1.00% per annum of additional interest. A copy of the registration rights agreement has been filed as an exhibit to the registration statement of which this prospectus is a part.

If you wish to exchange your outstanding notes for exchange notes in the exchange offers, you will be required to make the following written representations:

•  you are not our affiliate or an affiliate of any guarantor within the meaning of Rule 405 of the Securities Act;

•  you have no arrangement or understanding with any person to participate in a distribution (within the meaning of the Securities Act) of the exchange notes in violation of the provisions of the Securities Act;

•  you are not engaged in, and do not intend to engage in, a distribution of the exchange notes; and

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•  you are acquiring the exchange notes in the ordinary course of your business.

Each broker-dealer that receives exchange notes for its own account in exchange for outstanding notes, where the broker-dealer acquired the outstanding notes as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes. Please see “Plan of Distribution.”

Resale of Exchange Notes

Based on interpretations by the SEC set forth in no-action letters issued to third parties, we believe that you may resell or otherwise transfer exchange notes issued in the exchange offers without complying with the registration and prospectus delivery provisions of the Securities Act, if:

•  you are not our affiliate or an affiliate of any guarantor within the meaning of Rule 405 under the Securities Act;

•  you do not have an arrangement or understanding with any person to participate in a distribution of the exchange notes;

•  you are not engaged in, and do not intend to engage in, a distribution of the exchange notes; and

•  you are acquiring the exchange notes in the ordinary course of your business.

If you are our affiliate or an affiliate of any guarantor, or are engaging in, or intend to engage in, or have any arrangement or understanding with any person to participate in, a distribution of the exchange notes, or are not acquiring the exchange notes in the ordinary course of your business:

•  you cannot rely on the position of the SEC set forth in Morgan Stanley & Co. Incorporated (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the SEC’s letter to Shearman & Sterling, dated July 2, 1993, or similar no-action letters; and

•  in the absence of an exception from the position stated immediately above, you must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale of the exchange notes.

This prospectus may be used for an offer to resell, resale or other transfer of exchange notes only as specifically set forth in this prospectus. With regard to broker-dealers, only broker-dealers that acquired the outstanding notes as a result of market-making activities or other trading activities may participate in the exchange offer. Each broker-dealer that receives exchange notes for its own account in exchange for outstanding notes, where such outstanding notes were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of the exchange notes. Please see “Plan of Distribution” for more details regarding the transfer of exchange notes.

Terms of the Exchange Offers

On the terms and subject to the conditions set forth in this prospectus and in the accompanying letters of transmittal, Avago will accept for exchange in the applicable exchange offer any outstanding notes that are validly tendered and not validly withdrawn prior to the applicable expiration date. Outstanding notes may only be tendered with a minimum denomination of $2,000 or an integral multiple of $1,000 in excess thereof. Avago will issue the principal amount of exchange notes in exchange for the principal amount of outstanding notes surrendered in the applicable exchange offer.

The form and terms of the exchange notes will be identical in all material respects to the form and terms of the outstanding notes, except that the exchange notes will be registered under the Securities Act, will not bear legends restricting their transfer and will not provide for any additional interest upon our failure to fulfill our obligations under the registration rights agreement to complete the exchange offer, or file, and cause to be effective, a shelf registration statement, if required thereby, within the specified time period. The exchange notes will evidence the same debt as the outstanding notes. The exchange fixed rate senior notes, the exchange

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floating rate senior notes and the exchange senior subordinated notes will be issued under, and entitled to the benefits of, the same indentures that authorized the issuance of the outstanding fixed rate senior notes, the outstanding floating rate senior notes and the outstanding senior subordinated notes. For a description of the indentures, see “Description of Exchange Senior Notes” and “Description of Exchange Senior Subordinated Notes.”

The exchange offers are not conditioned upon any minimum aggregate principal amount of outstanding notes being tendered for exchange.

As of the date of this prospectus, $500 million aggregate principal amount of the 101/8% Senior Notes due 2013 are outstanding, $250 million aggregate principal amount of the Senior Floating Rate Notes due 2013 are outstanding and $250 million aggregate principal amount of the 117/8% Senior Subordinated Notes due 2015 are outstanding. This prospectus and the letters of transmittal are being sent to all registered holders of outstanding notes. There will be no fixed record date for determining registered holders of outstanding notes entitled to participate in the exchange offers. Avago intends to conduct the exchange offers in accordance with the provisions of the registration rights agreement, the applicable requirements of the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations of the SEC. Outstanding notes that are not tendered for exchange in the exchange offers will remain outstanding and continue to accrue interest and will be entitled to the rights and benefits such holders have under the indentures relating to such holders’ series of outstanding notes and the registration rights agreement, except we will not have any further obligation to you to provide for the registration of the outstanding notes under the registration rights agreement.

Avago will be deemed to have accepted for exchange properly tendered outstanding notes when it has given oral or written notice of the acceptance to the exchange agent. The exchange agent will act as agent for the tendering holders for the purposes of receiving the exchange notes from us and delivering exchange notes to holders. Subject to the terms of the registration rights agreement, Avago expressly reserves the right to amend or terminate the applicable exchange offer and to refuse to accept the occurrence of any of the conditions specified below under “— Conditions to the Exchange Offers.”

If you tender your outstanding notes in the exchange offers, you will not be required to pay brokerage commissions or fees or, subject to the instructions in the applicable letter of transmittal, transfer taxes with respect to the exchange of outstanding notes. We will pay all charges and expenses, other than certain applicable taxes described below in connection with the exchange offers. It is important that you read “— Fees and Expenses” below for more details regarding fees and expenses incurred in the exchange offers.

Expiration Date; Extensions, Amendments

As used in this prospectus, the term “expiration date” means 12:00 a.m. midnight, New York City time, on          , 2006. However, if we, in our sole discretion, extend the period of time for which the applicable exchange offer is open, the term “expiration date” will mean the latest time and date to which we shall have extended the expiration of such exchange offer.

To extend the period of time during which an exchange offer is open, we will notify the exchange agent of any extension by oral or written notice, followed by notification by press release or other public announcement to the registered holders of the outstanding notes no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date.

Avago reserves the right, in its sole discretion:

•  to delay accepting for exchange any outstanding notes (if we amend or extend the applicable exchange offer);

•  to extend any exchange offer or to terminate any exchange offer if any of the conditions set forth below under “— Conditions to the Exchange Offers” have not been satisfied, by giving oral or written notice of such delay, extension or termination to the exchange agent; and

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•  subject to the terms of the registration rights agreement, to amend the terms of either exchange offer in any manner.

Any delay in acceptance, extension, termination or amendment will be followed as promptly as practicable by oral or written notice to the registered holders of the outstanding notes. If we amend an exchange offer in a manner that we determine to constitute a material change, we will promptly disclose the amendment in a manner reasonably calculated to inform the holders of applicable outstanding notes of that amendment.

Conditions to the Exchange Offers

Despite any other term of the exchange offers, we will not be required to accept for exchange, or to issue exchange notes in exchange for, any outstanding notes and we may terminate or amend any of the exchange offers as provided in this prospectus prior to the expiration date if in our reasonable judgment:

•  the exchange offers or the making of any exchange by a holder violates any applicable law or interpretation of the SEC; or

•  any action or proceeding has been instituted or threatened in any court or by or before any governmental agency with respect to the exchange offers that, in our judgment, would reasonably be expected to impair our ability to proceed with the exchange offers.

In addition, Avago will not be obligated to accept for exchange the outstanding notes of any holder that has not made to us:

•  the representations described under “— Procedures for Tendering Outstanding Notes” and “Plan of Distribution;” or

•  any other representations as may be reasonably necessary under applicable SEC rules, regulations, or interpretations to make available to us an appropriate form for registration of the exchange notes under the Securities Act.

We expressly reserve the right at any time or at various times to extend the period of time during which the exchange offers are open. Consequently, we may delay acceptance of any outstanding notes by giving oral or written notice of such extension to their holders. We will return any outstanding notes that we do not accept for exchange for any reason without expense to their tendering holder promptly after the expiration or termination of the applicable exchange offer.

We expressly reserve the right to amend or terminate any exchange offer and to reject for exchange any outstanding notes not previously accepted for exchange, upon the occurrence of any of the conditions of the exchange offers specified above. We will give oral or written notice of any extension, amendment, non-acceptance or termination to the holders of the outstanding notes as promptly as practicable. In the case of any extension, such notice will be issued no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date.

These conditions are for our sole benefit and we may assert them regardless of the circumstances that may give rise to them or waive them in whole or in part at any or at various times prior to the expiration date in our sole discretion. If we fail at any time to exercise any of the foregoing rights, this failure will not constitute a waiver of such right. Each such right will be deemed an ongoing right that we may assert at any time or at various times prior to the expiration date.

In addition, we will not accept for exchange any outstanding notes tendered, and will not issue exchange notes in exchange for any such outstanding notes, if at such time any stop order is threatened or in effect with respect to the registration statement of which this prospectus constitutes a part or the qualification of the indentures under the Trust Indenture Act of 1939 (the “TIA”).

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Procedures for Tendering Outstanding Notes

To tender your outstanding notes in the applicable exchange offer, you must comply with either of the following:

•  complete, sign and date the letter of transmittal, or a facsimile of the letter of transmittal, have the signature(s) on the letter of transmittal guaranteed if required by the letter of transmittal and mail or deliver such letter of transmittal or facsimile thereof to the exchange agent at the address set forth below under “— Exchange Agent” prior to the expiration date; or

•  comply with DTC’s Automated Tender Offer Program procedures described below.

•  In addition, either:

•  the exchange agent must receive certificates for outstanding notes along with the applicable letter of transmittal prior to the expiration date;

•  the exchange agent must receive a timely confirmation of book-entry transfer of outstanding notes into the exchange agent’s account at DTC according to the procedures for book-entry transfer described below or a properly transmitted agent’s message prior to the expiration date; or

•  you must comply with the guaranteed delivery procedures described below.

Your tender, if not withdrawn prior to the expiration date, constitutes an agreement between us and you upon the terms and subject to the conditions described in this prospectus and in the applicable letter of transmittal.

The method of delivery of outstanding notes, letters of transmittal, and all other required documents to the exchange agent is at your election and risk. We recommend that instead of delivery by mail, you use an overnight or hand delivery service, properly insured. In all cases, you should allow sufficient time to assure timely delivery to the exchange agent before the expiration date. You should not send letters of transmittal or certificates representing outstanding notes to us. You may request that your broker, dealer, commercial bank, trust company or nominee effect the above transactions for you.

If you are a beneficial owner whose outstanding notes are registered in the name of a broker, dealer, commercial bank, trust company, or other nominee and you wish to tender your outstanding notes, you should promptly contact the registered holder and instruct the registered holder to tender on your behalf. If you wish to tender the outstanding notes yourself, you must, prior to completing and executing the applicable letter of transmittal and delivering your outstanding notes, either:

•  make appropriate arrangements to register ownership of the outstanding notes in your name; or

•  obtain a properly completed bond power from the registered holder of outstanding notes.

The transfer of registered ownership may take considerable time and may not be able to be completed prior to the expiration date.

Signatures on the applicable letter of transmittal or a notice of withdrawal, as the case may be, must be guaranteed by a member firm of a registered national securities exchange or of the National Association of Securities Dealers, Inc., a commercial bank or trust company having an office or correspondent in the United States or another “eligible guarantor institution” within the meaning of Rule 17A(d)-15 under the Exchange Act unless the outstanding notes surrendered for exchange are tendered:

•  by a registered holder of the outstanding notes who has not completed the box entitled “Special Registration Instructions” or “Special Delivery Instructions” on the applicable letter of transmittal; or

•  for the account of an eligible guarantor institution.

If the applicable letter of transmittal is signed by a person other than the registered holder of any outstanding notes listed on the outstanding notes, such outstanding notes must be endorsed or accompanied by a properly completed bond power. The bond power must be signed by the registered holder as the registered

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holder’s name appears on the outstanding notes and an eligible guarantor institution must guarantee the signature on the bond power.

If the applicable letter of transmittal or any certificates representing outstanding notes, or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations, or others acting in a fiduciary or representative capacity, those persons should also indicate when signing and, unless waived by us, they should also submit evidence satisfactory to us of their authority to so act.

The exchange agent and DTC have confirmed that any financial institution that is a participant in DTC’s system may use DTC’s Automated Tender Offer Program to tender. Participants in the program may, instead of physically completing and signing the applicable letter of transmittal and delivering it to the exchange agent, electronically transmit their acceptance of the exchange by causing DTC to transfer the outstanding notes to the exchange agent in accordance with DTC’s Automated Tender Offer Program procedures for transfer. DTC will then send an agent’s message to the exchange agent. The term “agent’s message” means a message transmitted by DTC, received by the exchange agent and forming part of the book-entry confirmation, which states that:

•  DTC has received an express acknowledgment from a participant in its Automated Tender Offer Program that is tendering outstanding notes that are the subject of the book-entry confirmation;

•  the participant has received and agrees to be bound by the terms of the applicable letter of transmittal, or in the case of an agent’s message relating to guaranteed delivery, that such participant has received and agrees to be bound by the applicable notice of guaranteed delivery; and

•  we may enforce that agreement against such participant.

DTC is referred to herein as a “book-entry transfer facility.”

Acceptance of Exchange Notes

In all cases, we will promptly issue exchange notes for outstanding notes that we have accepted for exchange under the applicable exchange offer only after the exchange agent timely receives:

•  outstanding notes or a timely book-entry confirmation of such outstanding notes into the exchange agent’s account at the book-entry transfer facility; and

•  a properly completed and duly executed letter of transmittal and all other required documents or a properly transmitted agent’s message.

By tendering outstanding notes pursuant to the applicable exchange offer, you will represent to us that, among other things:

•  you are not our affiliate or an affiliate of any guarantor within the meaning of Rule 405 under the Securities Act;

•  you do not have an arrangement or understanding with any person or entity to participate in a distribution of the exchange notes; and

•  you are acquiring the exchange notes in the ordinary course of your business.

In addition, each broker-dealer that is to receive exchange notes for its own account in exchange for outstanding notes must represent that such outstanding notes were acquired by that broker-dealer as a result of market-making activities or other trading activities and must acknowledge that it will deliver a prospectus that meets the requirements of the Securities Act in connection with any resale of the exchange notes. The applicable letter of transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. See “Plan of Distribution.”

We will interpret the terms and conditions of the exchange offers, including the letters of transmittal and the instructions to the letters of transmittal, and will resolve all questions as to the validity, form, eligibility,

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including time of receipt, and acceptance of outstanding notes tendered for exchange. Our determinations in this regard will be final and binding on all parties. We reserve the absolute right to reject any and all tenders of any particular outstanding notes not properly tendered or to not accept any particular outstanding notes if the acceptance might, in our or our counsel’s judgment, be unlawful. We also reserve the absolute right to waive any defects or irregularities as to any particular outstanding notes prior to the expiration date.

Unless waived, any defects or irregularities in connection with tenders of outstanding notes for exchange must be cured within such reasonable period of time as we determine. Neither we, the exchange agent, nor any other person will be under any duty to give notification of any defect or irregularity with respect to any tender of outstanding notes for exchange, nor will any of them incur any liability for any failure to give notification. Any outstanding notes received by the exchange agent that are not properly tendered and as to which the irregularities have not been cured or waived will be returned by the exchange agent to the tendering holder, unless otherwise provided in the applicable letter of transmittal, promptly after the expiration date.

Book-Entry Delivery Procedures

Promptly after the date of this prospectus, the exchange agent will establish an account with respect to the outstanding notes at DTC and, as the book-entry transfer facility, for purposes of the exchange offers. Any financial institution that is a participant in the book-entry transfer facility’s system may make book-entry delivery of the outstanding notes by causing the book-entry transfer facility to transfer those outstanding notes into the exchange agent’s account at the facility in accordance with the facility’s procedures for such transfer. To be timely, book-entry delivery of outstanding notes requires receipt of a confirmation of a book-entry transfer, a “book-entry confirmation,” prior to the expiration date. In addition, although delivery of outstanding notes may be effected through book-entry transfer into the exchange agent’s account at the book-entry transfer facility, the applicable letter of transmittal or a manually signed facsimile thereof, together with any required signature guarantees and any other required documents, or an “agent’s message,” as defined below, in connection with a book-entry transfer, must, in any case, be delivered or transmitted to and received by the exchange agent at its address set forth on the cover page of the applicable letter of transmittal prior to the expiration date to receive exchange notes for tendered outstanding notes, or the guaranteed delivery procedure described below must be complied with. Tender will not be deemed made until such documents are received by the exchange agent. Delivery of documents to the book-entry transfer facility does not constitute delivery to the exchange agent.

Holders of outstanding notes who are unable to deliver confirmation of the book-entry tender of their outstanding notes into the exchange agent’s account at the book-entry transfer facility or all other documents required by the applicable letter of transmittal to the exchange agent on or prior to the expiration date must tender their outstanding notes according to the guaranteed delivery procedures described below.

Guaranteed Delivery Procedures

If you wish to tender your outstanding notes but your outstanding notes are not immediately available or you cannot deliver your outstanding notes, the applicable letter of transmittal or any other required documents to the exchange agent or comply with the procedures under DTC’s Automatic Tender Offer Program in the case of outstanding notes, prior to the expiration date, you may still tender if:

•  the tender is made through an eligible guarantor institution;

•  prior to the expiration date, the exchange agent receives from such eligible guarantor institution either a properly completed and duly executed notice of guaranteed delivery, by facsimile transmission, mail, or hand delivery or a properly transmitted agent’s message and notice of guaranteed delivery, that (1) sets forth your name and address, the certificate number(s) of such outstanding notes and the principal amount of outstanding notes tendered; (2) states that the tender is being made thereby; and (3) guarantees that, within three New York Stock Exchange trading days after the expiration date, the letter of transmittal, or facsimile thereof, together with the outstanding notes or a book-entry confirmation, and any other documents required by the letter of transmittal, will be deposited by the eligible guarantor institution with the exchange agent; and

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•  the exchange agent receives the properly completed and executed letter of transmittal or facsimile thereof, as well as certificate(s) representing all tendered outstanding notes in proper form for transfer or a book-entry confirmation of transfer of the outstanding notes into the exchange agent’s account at DTC all other documents required by the letter of transmittal within three New York Stock Exchange trading days after the expiration date.

Upon request, the exchange agent will send to you a notice of guaranteed delivery if you wish to tender your outstanding notes according to the guaranteed delivery procedures.

Withdrawal Rights

Except as otherwise provided in this prospectus, you may withdraw your tender of outstanding notes at any time prior to 12:00 a.m. midnight, New York City time, on the expiration date.

For a withdrawal to be effective:

•  the exchange agent must receive a written notice, which may be by telegram, telex, facsimile or letter, of withdrawal at its address set forth below under “— Exchange Agent”; or

•  you must comply with the appropriate procedures of DTC’s Automated Tender Offer Program system.

•  Any notice of withdrawal must:

•  specify the name of the person who tendered the outstanding notes to be withdrawn;

•  identify the outstanding notes to be withdrawn, including the certificate numbers and principal amount of the outstanding notes; and

•  where certificates for outstanding notes have been transmitted, specify the name in which such outstanding notes were registered, if different from that of the withdrawing holder.

If certificates for outstanding notes have been delivered or otherwise identified to the exchange agent, then, prior to the release of such certificates, you must also submit:

•  the serial numbers of the particular certificates to be withdrawn; and

•  a signed notice of withdrawal with signatures guaranteed by an eligible institution unless your are an eligible guarantor institution.

If outstanding notes have been tendered pursuant to the procedures for book-entry transfer described above, any notice of withdrawal must specify the name and number of the account at the book-entry transfer facility to be credited with the withdrawn outstanding notes and otherwise comply with the procedures of the facility. We will determine all questions as to the validity, form, and eligibility, including time of receipt of notices of withdrawal and our determination will be final and binding on all parties. Any outstanding notes so withdrawn will be deemed not to have been validly tendered for exchange for purposes of the exchange offers. Any outstanding notes that have been tendered for exchange but that are not exchanged for any reason will be returned to their holder, without cost to the holder, or, in the case of book-entry transfer, the outstanding notes will be credited to an account at the book-entry transfer facility, promptly after withdrawal, rejection of tender or termination of the applicable exchange offer. Properly withdrawn outstanding notes may be retendered by following the procedures described under “— Procedures for Tendering Outstanding Notes” above at any time on or prior to the expiration date.

Exchange Agent

The Bank of New York has been appointed as the exchange agent for the exchange offers. The Bank of New York also acts as trustee under the indentures governing the notes. You should direct all executed letters of transmittal and all questions and requests for assistance, requests for additional copies of this prospectus or

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of the letters of transmittal, and requests for notices of guaranteed delivery to the exchange agent addressed as follows:

By Registered Mail or
Overnight Carrier:

The Bank of New York
Reorganization Section
101 Barclay Street, 7E
New York, New York 10286
Attn: Bernard Arsenec By Facsimile Transmission:

(212) 235-2261

To Confirm by Telephone:

(212) 235-2356

For Information Call:

(212) 235-2356 By Hand Delivery:

The Bank of New York
101 Barclay Street
Corporate Trust Services Window
Ground level
New York, New York 10286
Attn: Bernard Arsenec
Reorganization Section

If you deliver the letter of transmittal to an address other than the one set forth above or transmit instructions via facsimile other than the one set forth above, that delivery or those instructions will not be effective.

Fees and Expenses

The registration rights agreement provides that we will bear all expenses in connection with the performance of our obligations relating to the registration of the exchange notes and the conduct of the exchange offers. These expenses include registration and filing fees, accounting and legal fees and printing costs, among others. We will pay the exchange agent reasonable and customary fees for its services and reasonable out-of-pocket expenses. We will also reimburse brokerage houses and other custodians, nominees and fiduciaries for customary mailing and handling expenses incurred by them in forwarding this prospectus and related documents to their clients that are holders of outstanding notes and for handling or tendering for such clients.

We have not retained any dealer-manager in connection with the exchange offers and will not pay any fee or commission to any broker, dealer, nominee or other person, other than the exchange agent, for soliciting tenders of outstanding notes pursuant to the exchange offers.

Accounting Treatment

We will record the exchange notes in our accounting records at the same carrying value as the outstanding notes, which is the aggregate principal amount as reflected in our accounting records on the date of exchanges. Accordingly, we will not recognize any gain or loss for accounting purposes upon the consummation of the exchange offers. We will record the expenses of the exchange offers as incurred.

Transfer Taxes

We will pay all transfer taxes, if any, applicable to the exchanges of outstanding notes under the exchange offers. The tendering holder, however, will be required to pay any transfer taxes, whether imposed on the registered holder or any other person, if:

•  certificates representing outstanding notes for principal amounts not tendered or accepted for exchange are to be delivered to, or are to be issued in the name of, any person other than the registered holder of outstanding notes tendered;

•  tendered outstanding notes are registered in the name of any person other than the person signing the letter of transmittal; or

•  a transfer tax is imposed for any reason other than the exchange of outstanding notes under the exchange offers.

If satisfactory evidence of payment of such taxes is not submitted with the letter of transmittal, the amount of such transfer taxes will be billed to that tendering holder.

Holders who tender their outstanding notes for exchange will not be required to pay any transfer taxes. However, holders who instruct us to register exchange notes in the name of, or request that outstanding notes

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not tendered or not accepted in the exchange offers be returned to, a person other than the registered tendering holder will be required to pay any applicable transfer tax.

Consequences of Failure to Exchange

If you do not exchange your outstanding notes for exchange notes under the exchange offers, your outstanding notes will remain subject to the restrictions on transfer of such outstanding notes:

•  as set forth in the legend printed on the outstanding notes as a consequence of the issuance of the outstanding notes pursuant to the exemptions from, or in transactions not subject to, the registration requirements of the Securities Act and applicable state securities laws; and

•  as otherwise set forth in the prospectus distributed in connection with the private offerings of the outstanding notes.

In general, you may not offer or sell your outstanding notes unless they are registered under the Securities Act or if the offer or sale is exempt from registration under the Securities Act and applicable state securities laws. Except as required by the registration rights agreement, we do not intend to register resales of the outstanding notes under the Securities Act.

Other

Participating in the exchange offers is voluntary, and you should carefully consider whether to accept. You are urged to consult your financial and tax advisors in making your own decision on what action to take.

We may in the future seek to acquire untendered outstanding notes in open market or privately negotiated transactions, through subsequent exchange offers or otherwise. We have no present plans to acquire any outstanding notes that are not tendered in the exchange offers or to file a registration statement to permit resales of any untendered outstanding notes.

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DESCRIPTION OF EXCHANGE SENIOR NOTES

General

Certain terms used in this description are defined under the subheading “Certain Definitions.” In this description, the term the “Company” refers to Avago Technologies Finance Pte. Ltd., a Singapore limited company, and not any of its Affiliates or Subsidiaries, the term “subsidiary co-issuers” refers collectively to Avago Technologies U.S. Inc. and Avago Technologies Wireless (U.S.A.) Manufacturing Inc., and not any of their respective Affiliates or Subsidiaries, and the term “Issuers” refers collectively to the Company and the subsidiary co-issuers.

The Issuers issued the outstanding senior notes, and will issue the exchange senior notes, under an indenture, dated December 1, 2005 (the “Senior Note Indenture”), among the Issuers, the Guarantors and The Bank of New York, as trustee (the “Trustee”). The outstanding senior notes were issued in a private transaction that was not subject to the registration requirements of the Securities Act. The terms of the exchange senior notes are substantially identical to the outstanding senior notes, except that upon completion of the exchange offers, the exchange senior notes will be registered under the Securities Act and free of any covenants regarding registration rights.

The exchange senior notes are new issues of securities and will not be listed on any securities exchange or included in any automated quotation system. The Senior Note Indenture contains provisions which define your rights under the senior notes. The terms of the senior notes include those stated in the Senior Note Indenture and those made part of the Senior Note Indenture by reference to the Trust Indenture Act. The following description is only a summary of the material provisions of the Senior Note Indenture and is qualified in its entirety by reference to the provisions of that agreement, including the definitions therein of certain terms used below. You should read the Senior Note Indenture because it, not this description, defines your rights as Holders of the senior notes. You may request copies of the Senior Note Indenture at our address set forth under the heading “Prospectus Summary.”

The registered holder of a senior note is treated as the owner of it for all purposes. Only registered holders have rights under the Senior Note Indenture.

Brief Description of Senior Notes

The senior notes are:

•  unsecured senior obligations of the Issuers;

•  pari passu in right of payment with all existing and future senior Indebtedness of the Issuers;

•  effectively subordinated to all secured Indebtedness (including the Senior Credit Facilities) of the Issuers;

•  senior in right of payment to any future Subordinated Indebtedness (as defined with respect to the senior notes) of the Issuers; and

•  initially guaranteed on a senior unsecured basis by each Restricted Subsidiary that guarantees the obligations under the Senior Credit Facilities.

Subsidiary Co-Issuers and Guarantors

The Issuers are joint and several obligors under the Senior Note Indenture and the senior notes. The Guarantors, as primary obligors and not merely as sureties, initially jointly and severally irrevocably and unconditionally guarantee, on a senior unsecured basis, the performance and full and punctual payment when due, whether at maturity, by acceleration or otherwise, of all obligations of the Issuers under the Senior Note Indenture and the senior notes, whether for payment of principal of or interest on or Additional Interest in respect of the senior notes, expenses, indemnification or otherwise, on the terms set forth in the Senior Note Indenture.

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Each of the Company’s Restricted Subsidiaries that initially Guaranteed the Obligations under Senior Credit Facilities (other than the subsidiary co-issuers) initially guaranteed the senior notes. Each of the Guarantees of the senior notes is a general unsecured Obligation of each Guarantor. The Guarantees are pari passu in right of payment with all existing and future Indebtedness of such entity that is not expressly subordinated to such Guarantees, are effectively subordinated to all secured Indebtedness of each such entity and are senior in right of payment to all existing and future Subordinated Indebtedness of each such entity. The senior notes are structurally subordinated to Indebtedness of Subsidiaries of the Issuers that do not Guarantee the senior notes.

The obligations of each Guarantor under its Guarantees are limited as necessary to prevent the Guarantees from constituting a fraudulent conveyance under applicable law.

Any entity that makes a payment under its Guarantee is entitled upon payment in full of all guaranteed obligations under the Senior Note Indenture to a contribution from each other Guarantor in an amount equal to such other Guarantor’s pro rata portion of such payment based on the respective net assets of all the Guarantors at the time of such payment determined in accordance with GAAP.

If a Guarantee was rendered voidable, it could be subordinated by a court to all other indebtedness (including guarantees and other contingent liabilities) of the Guarantor, and, depending on the amount of such indebtedness, a Guarantor’s liability on its Guarantee could be reduced to zero. See “Risk Factors — Risks Related to the Exchange Notes — The subsidiary co-issuers’ obligations under the exchange notes or the subsidiary guarantees could be deemed a fraudulent conveyance under certain circumstances and a court may subordinate or void them.”

The Senior Note Indenture provides that the Obligations of each subsidiary co-issuer under the Senior Note Indenture, and a Guarantee by each Guarantor provides by its terms that it, shall be automatically and unconditionally released and discharged upon:

(1) (a) any sale, exchange or transfer (by merger or otherwise) of the Capital Stock of such subsidiary co-issuer or Guarantor (including any sale, exchange or transfer), after which the applicable subsidiary co-issuer or Guarantor is no longer a Restricted Subsidiary or all or substantially all the assets of such subsidiary co-issuer or Guarantor which sale, exchange or transfer is made in compliance with the applicable provisions of the Senior Note Indenture;

(b) in the case of a Guarantee, the release or discharge of the guarantee by such Guarantor of the Senior Credit Facilities or the guarantee which resulted in the creation of such Guarantee, except a discharge or release by or as a result of payment under such guarantee;

(c) the proper designation of any Restricted Subsidiary that is a subsidiary co-issuer or a Guarantor as an Unrestricted Subsidiary; or

(d) the Issuers’ exercising the legal defeasance option or covenant defeasance option as described under “Legal Defeasance and Covenant Defeasance” or the Issuers’ obligations under the Senior Note Indenture being discharged in accordance with the terms of the Senior Note Indenture; and

(2) the Company delivering to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in the Senior Note Indenture relating to such transaction have been complied with.

Ranking

The payment of the principal of, premium, if any, and interest on the senior notes and the payment of any Guarantee rank pari passu in right of payment to all senior Indebtedness of the Issuers or the relevant Guarantor, as the case may be, including the obligations of the Issuers and such Guarantor under the Senior Credit Facilities.

The senior notes are effectively subordinated in right of payment to all of the Issuers’ and the Guarantors’ existing and future secured Indebtedness to the extent of the value of the assets securing such Indebtedness.

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As of July 31, 2006, the Company had $11 million of secured Indebtedness, consisting entirely of secured Indebtedness under the Senior Credit Facilities.

Although the Senior Note Indenture contains limitations on the amount of additional Indebtedness that the Issuers and the Guarantors may incur, under certain circumstances the amount of such Indebtedness could be substantial and, in any case, such Indebtedness may be senior Indebtedness. See “Certain Covenants — Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock.”

Paying Agent and Registrar for the Senior Notes

The Issuers maintain one or more paying agents for the senior notes in the Borough of Manhattan, City of New York. The initial paying agent for the senior notes is the Trustee.

The Issuers also maintain a registrar with offices in the Borough of Manhattan, City of New York. The initial registrar is the Trustee. The registrar maintains a register reflecting ownership of the senior notes outstanding from time to time and makes payments on and facilitates transfer of senior notes on the Issuers’ behalf.

The Issuers may change the paying agents or the registrars without prior notice to the Holders. The Company or any of its Subsidiaries may act as a paying agent or registrar.

Transfer and Exchange

A Holder may transfer or exchange senior notes in accordance with the Senior Note Indenture. The registrar and the Trustee may require a Holder to furnish appropriate endorsements and transfer documents in connection with a transfer of senior notes. Holders are required to pay all taxes due on transfer. The Issuers are not required to transfer or exchange any senior note selected for redemption. Also, the Issuers are not required to transfer or exchange any senior note for a period of 15 days before a selection of senior notes to be redeemed.

Principal and Maturity

The Issuers issued $750 million aggregate principal amount of outstanding senior notes, $500 million aggregate principal amount of which are outstanding fixed rate senior notes and $250 million aggregate principal amount of which are outstanding floating rate senior notes. The outstanding fixed rate senior notes and the exchange fixed rate senior notes (together, the “fixed rate senior notes”) will mature on December 1, 2013 and the outstanding floating rate senior notes and the exchange floating rate senior notes (together, the “floating rate senior notes”) will mature on June 1, 2013. Subject to compliance with the covenant described below under the caption “Certain Covenants — Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock,” the Issuers may issue additional fixed rate senior notes and/or floating rate senior notes from time to time under the Senior Note Indenture (the “Additional Notes”). The fixed rate senior notes and the floating rate senior notes are each separate series of senior notes but are treated as a single class of securities under the Senior Note Indenture, except as otherwise stated herein. As a result, Holders of each series of senior notes do not have separate rights to, among other things, give notice of Defaults or to direct the Trustee to exercise remedies during Event of Default or otherwise. The senior notes and any Additional Notes subsequently issued under the Senior Note Indenture are treated as a single class for all purposes under the Senior Note Indenture, including waivers, amendments, redemptions and offers to purchase. Unless the context requires otherwise, references to “senior notes” for all purposes of the Senior Note Indenture and this “Description of Exchange Senior Notes” include any Additional Notes that are actually issued.

Interest

Fixed Rate Senior Notes

Interest on the fixed rate senior notes accrues at the rate of 101/8% per annum and is payable semiannually in arrears on June 1 and December 1, commencing on June 1, 2006, to the Holders of fixed rate senior notes

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of record on the immediately preceding May 15 and November 15. Interest on the fixed rate senior notes accrues from the most recent date to which interest has been paid or, if no interest has been paid, from and including the Issue Date. Interest on the fixed rate senior notes is computed on the basis of a 360-day year comprised of twelve 30-day months.

Floating Rate Senior Notes

The floating rate senior notes bear interest at a rate per annum, reset quarterly, equal to LIBOR plus 5.50%, as determined by the calculation agent (the “Calculation Agent”), which is initially the Trustee. Interest on the floating rate senior notes is payable quarterly in arrears on March 1, June 1, September 1 and December 1 to the Holders of floating rate senior notes of record on the immediately preceding February 15, May 15, August 15 and November 15. Interest on the floating rate senior notes accrues from the most recent date to which interest has been paid or, if no interest has been paid, from and including the Issue Date.

Set forth below is a summary of certain of the defined terms used in the Senior Note Indenture relating solely to the floating rate senior notes.

“Determination Date,” with respect to an Interest Period, is the second London Banking Day preceding the first day of the Interest Period.

“Interest Period” means the period commencing on and including an interest payment date and ending on and including the day immediately preceding the next succeeding interest payment date, with the exception that the first Interest Period commenced on and include the Issue Date and ended on and included February 28, 2006.

“LIBOR,” with respect to an Interest Period, is the rate (expressed as a percentage per annum) for deposits in United States dollars for a three-month period beginning on the second London Banking Day after the Determination Date that appears on Telerate Page 3750 as of 11:00 a.m., London time, on the Determination Date. If Telerate Page 3750 does not include such a rate or is unavailable on a Determination Date, the Calculation Agent will request the principal London office of each of four major banks in the London interbank market, as selected by the Calculation Agent, to provide such bank’s offered quotation (expressed as a percentage per annum), as of approximately 11:00 a.m., London time, on such Determination Date, to prime banks in the London interbank market for deposits in a Representative Amount in U.S. dollars for a three-month period beginning on the second London Banking Day after the Determination Date. If at least two such offered quotations are so provided, LIBOR for the Interest Period will be the arithmetic mean of such quotations. If fewer than two such quotations are so provided, the Calculation Agent will request each of three major banks in New York City, as selected by the Calculation Agent, to provide such bank’s rate (expressed as a percentage per annum), as of approximately 11:00 a.m., New York City time, on such Determination Date, for loans in a Representative Amount in U.S. dollars to leading European banks for a three-month period beginning on the second London Banking Day after the Determination Date. If at least two such rates are so provided, LIBOR for the Interest Period will be the arithmetic mean of such rates. If fewer than two such rates are so provided, then LIBOR for the Interest Period will be LIBOR in effect with respect to the immediately preceding Interest Period.

“London Banking Day” is any day in which dealings in U.S. dollars are transacted or, with respect to any future date, are expected to be transacted in the London interbank market.

“Representative Amount” means a principal amount of not less than $1.0 million for a single transaction in the relevant market at the relevant time.

“Telerate Page 3750” means the display designated as “Page 3750” on the Moneyline Telerate service (or such other page as may replace Page 3750 on that service).

The amount of interest for each day that the floating rate senior notes are outstanding (the “Daily Interest Amount”) is calculated by dividing the interest rate in effect for such day by 360 and multiplying the result by the principal amount of the floating rate senior notes. The amount of interest to be paid on the floating rate

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senior notes for each Interest Period is calculated by adding the Daily Interest Amounts for each day in the Interest Period.

All percentages resulting from any of the above calculations are rounded, if necessary, to the nearest one hundred-thousandth of a percentage point, with five one-millionths of a percentage point being rounded upwards (e.g., 9.876545% (or .09876545) being rounded to 9.87655% (or .0987655)) and all dollar amounts used in or resulting from such calculations are rounded to the nearest cent (with one-half cent being rounded upwards).

The interest rate on the floating rate senior notes will in no event be higher than the maximum rate permitted by applicable law.

Additional Amounts

All payments of, or in respect of, principal of, and premium and interest on, the senior notes or under the Guarantees are made without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature imposed or levied by or on behalf of the Republic of Singapore, including any political subdivision or taxing authority thereof, or any other jurisdiction in which any Guarantor is organized or resident for tax purposes or from or through which payment is made, other than the United States or any State or taxing authority thereof (including, in each case, any political subdivision thereof) (the “Relevant Jurisdiction”) or any authority thereof or therein having power to tax unless these taxes, duties, assessments or governmental charges are required to be withheld or deducted. In that event, the Issuers (or the Guarantor, as the case may be), jointly and severally, agree to pay such additional amount as will result (after deduction of such taxes, duties, assessments or governmental charges and any additional taxes, duties, assessments or governmental charges of the Relevant Jurisdiction) in the payment to each holder of a senior note of the amounts that would have been payable in respect of such senior notes or under the Guarantees had no withholding or deduction been required (such amounts, “Additional Amounts”), except that no Additional Amounts shall be payable for or on account of:

(1) any tax, duty, assessment or other governmental charge that would not have been imposed but for the fact that such holder:

(a) is or has been a domiciliary, national or resident of, engages or has been engaged in business, maintains or has maintained a permanent establishment, or is or has been physically present in Singapore or the other jurisdiction, or otherwise has or has had some connection with the Relevant Jurisdiction other than the mere ownership of, or receipt of payment under, such senior note or under the Guarantees (including, without limitation, the holder being a resident in the Relevant Jurisdiction for tax purposes); or

(b) presented such senior note more than 30 days after the date on which the payment in respect of such senior note first became due and payable or provided for, whichever is later, except to the extent that the holder would have been entitled to such Additional Amounts if it had presented such note for payment on any day within such period of 30 days;

(2) any estate, inheritance, gift, sale, transfer, personal property or similar tax, assessment or other governmental charge;

(3) any tax, duty, assessment or other governmental charge which is payable otherwise than by deduction or withholding from payment of interest, principal or premium on the senior notes or under the Guarantees;

(4) any tax, duty, assessment or other governmental charge that is imposed or withheld by reason of the failure to duly and timely comply by the holder or the beneficial owner of a senior note with a request by the Company addressed to the holder (A) to provide information concerning the nationality, residence, identity or connection with the Relevant Jurisdiction of the holder or such beneficial owner or connection with the Relevant Jurisdiction or (B) to make any declaration or other similar claim or satisfy any information or reporting requirement, which, in the case of (A) and (B), is required or imposed by a

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statute, treaty, regulation or administrative practice of the taxing jurisdiction as a precondition to exemption from all or part of such tax, duty, assessment or other governmental charge;

(5) any payment of the principal of or premium or interest on any senior note to any holder who is a fiduciary or partnership or person other than the sole beneficial owner of the payment to the extent that, if the beneficial owner had held the senior note directly, such beneficial owner would not have been entitled to the Additional Amounts;

(6) except in the case of a winding up of the Company, any tax, duty, assessment or other governmental charge which would not have been imposed but for the presentation of a senior note for payment (where presentation is required) in the Relevant Jurisdiction (unless by reason of the Company’s actions, presentment could not have been made elsewhere); or

(7) any combination of the items listed above.

Such Additional Amounts are also not payable where, had the beneficial owner of the senior note been the Holder, it would not have been entitled to payment of Additional Amounts by reason of clauses (1) through (7) above.

If any taxes are required to be deducted or withheld from payments on the senior notes or under the Guarantees, the Company shall promptly provide a receipt of the payment of such taxes (or if such receipt is not available, any other evidence of payment reasonably acceptable to the Trustee).

Any reference herein to the payment of the principal or interest on any senior note shall be deemed to include the payment of Additional Amounts provided for in the Senior Note Indenture to the extent that, in such context, Additional Amounts are, were or would be payable under the Senior Note Indenture.

Additional Interest

Additional Interest may accrue on the senior notes in certain circumstances pursuant to the registration rights agreement relating to the senior notes. All references in the Senior Note Indenture, in any context, to any interest or other amount payable on or with respect to the senior notes shall be deemed to include any Additional Interest pursuant to the registration rights agreement. Principal of, premium, if any, and interest on the senior notes will be payable at the office or agency of the Issuers maintained for such purpose within the City and State of New York or, at the option of the Issuers, payment of interest may be made by check mailed to the Holders of the senior notes at their respective addresses set forth in the register of Holders; provided, however, that all payments of principal, premium, if any, and interest with respect to the senior notes represented by one or more global notes registered in the name of or held by DTC or its nominee will be made by wire transfer of immediately available funds to the accounts specified by the Holder or Holders thereof. Until otherwise designated by the Issuers, the Issuers’ office or agency in New York will be the office of the Trustee maintained for such purpose.

Mandatory Redemption; Offers to Purchase; Open Market Purchases

The Issuers are not required to make any mandatory redemption or sinking fund payments with respect to the senior notes. However, under certain circumstances, the Issuers may be required to offer to purchase senior notes as described under the caption “Repurchase at the Option of Holders.” The Issuers may at any time and from time to time purchase senior notes in the open market or otherwise.

Optional Redemption

Fixed Rate Senior Notes

At any time prior to December 1, 2009, the Issuers may redeem all or a part of the fixed rate senior notes, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to each Holder’s registered address or otherwise delivered in accordance with the procedures of DTC, at a redemption price equal to 100% of the principal amount of the fixed rate senior notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Additional Interest, if any, to the redemption date, subject to the right

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of Holders of record of fixed rate senior notes on the relevant record date to receive interest due on the relevant interest payment date.

On and after December 1, 2009, the Issuers may redeem the fixed rate senior notes, in whole or in part, upon notice as described under the heading “Repurchase at the Option of Holders — Selection and Notice,” at the redemption prices (expressed as percentages of principal amount of the fixed rate senior notes to be redeemed) set forth below, plus accrued and unpaid interest thereon and Additional Interest, if any, to the applicable redemption date, subject to the right of Holders of record of fixed rate senior notes on the relevant record date to receive interest due on the relevant interest payment date, if redeemed during the 12 month period beginning on December 1 of each of the years indicated below:

Year	Percentage
2009		105.063	%
2010		102.531	%
2011 and thereafter		100.000	%

In addition, until December 1, 2008, the Issuers may, at their option, on one or more occasions redeem up to 35% of the aggregate principal amount of fixed rate senior notes at a redemption price equal to 110.125% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon and Additional Interest, if any, to the applicable redemption date, subject to the right of Holders of record of fixed rate senior notes on the relevant record date to receive interest due on the relevant interest payment date, with the net cash proceeds of one or more Equity Offerings and redeem up to 35% of the aggregate principal amount of the fixed rate senior notes at a redemption price equal to 110.125% of the aggregate principal amount thereof, plus and unpaid interest thereon and Additional Interest, if any, to the applicable redemption date, subject to the right of the Holders of record of fixed rate senior notes on the relevant record date to receive interest due on the relevant interest payment date, with the net proceeds of one or more Designated Asset Sales; provided, however, that at least 50% of the sum of the aggregate principal amount of fixed rate senior notes originally issued under the Senior Note Indenture and any Additional Notes that are fixed rate senior notes issued under the Senior Note Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further, however, that each such redemption occurs within 90 days of the date of closing of each such Equity Offering or Designated Asset Sale, as the case may be.

Notice of any redemption upon any Equity Offering or Designated Asset Sale may be given prior to the completion thereof, and any such redemption or notice may, at their discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering or Designated Asset Sale.

If the Issuers redeem less than all outstanding fixed rate senior notes, the Trustee shall select the fixed rate senior notes to be redeemed in the manner described under “Repurchase at the Option of Holders — Selection and Notice.”

Floating Rate Senior Notes

At any time prior to December 1, 2007 the Issuers may redeem all or a part of the floating rate senior notes, upon not less than 30 nor more than 60 days’ prior notice mailed by first class mail to each Holder’s registered address or otherwise delivered in accordance with the procedures of DTC, at a redemption price equal to 100% of the principal amount of floating rate senior notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Additional Interest, if any, to the Redemption Date, subject to the rights of Holders of record of floating rate senior notes on the relevant record date to receive interest due on the relevant interest payment date.

On and after December 1, 2007, the Issuers may redeem the floating rate senior notes, in whole or in part, upon notice as described under the heading “Repurchase at the Option of Holders — Selection and Notice” at the redemption prices (expressed as percentages of principal amount of the floating rate senior notes to be redeemed) set forth below, plus accrued and unpaid interest thereon and Additional Interest, if any, to the applicable redemption date, subject to the right of Holders of record of floating rate senior notes on the

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relevant record date to receive interest due on the relevant interest payment date, if redeemed during the 12 month period beginning on December 1 of each of the years indicated below:

Year	Percentage
2007		102.000	%
2008		101.000	%
2009 and thereafter		100.000	%

In addition, until December 1, 2007, the Issuers may, at their option, on one or more occasions redeem up to 35% of the aggregate principal amount of floating rate senior notes issued by the Issuers’ at a redemption price equal to 100% of the aggregate principal amount thereof, plus a premium equal to the rate per annum on the floating rate senior notes applicable on the date on which notice of redemption is given, plus accrued and unpaid interest thereon and Additional Interest, if any, to the applicable redemption date, subject to the right of Holders of record of floating rate senior notes on the relevant record date to receive interest due on the relevant interest payment date, with the net cash proceeds of one or more Equity Offerings and redeem up to 35% of the aggregate principal amount of the floating rate senior notes at a redemption price equal to 100% of the aggregate principal amount thereof, plus a premium equal to the rate per annum on the floating rate senior notes applicable on the date on which notice of redemption is given, plus any unpaid interest thereon and Additional Interest, if any, to the applicable redemption date, subject to the right of the Holders of record of floating rate senior notes on the relevant record date to receive interest due on the relevant interest payment date, with the net proceeds of one or more Designated Asset Sales; provided, however, that at least 50% of the sum of the aggregate principal amount of floating rate senior notes originally issued under the Senior Note Indenture and any Additional Notes that are floating rate senior notes issued under the Senior Note Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further, however, that each such redemption occurs within 90 days of the date of closing of each such Equity Offering or Designated Asset Sale, as the case may be.

Notice of any redemption upon any Equity Offering or Designated Asset Sale may be given prior to the completion thereof, and any such redemption or notice may, at their discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering or Designated Asset Sale.

If the Issuers redeem less than all outstanding floating rate senior notes, the Trustee shall select the floating rate senior notes to be redeemed in the manner described under “Repurchase at the Option of Holders — Selection and Notice.”

Redemption Upon Changes in Withholding Taxes

If, as a result of:

(1) any amendment after the date of the Senior Note Indenture to, or change after the date of the Senior Note Indenture in, the laws or regulations of any Relevant Jurisdiction, or

(2) any change after the date of the Senior Note Indenture in the general application or general or official interpretation of the laws, treaties or regulations of any Relevant Jurisdiction applicable to the Company or any Guarantor,

the Issuers or any Guarantor would be obligated to pay, on the next date for any payment and as a result of that change, Additional Amounts as described above under “— Additional Amounts” with respect to the Relevant Jurisdiction, which the Company or any Guarantor cannot avoid by the use of reasonable measures available to it, then the Issuers may redeem all or part of the senior notes, at any time thereafter, upon not less than 30 nor more than 60 days’ notice, at a redemption price of 100% of the principal amount, plus accrued and unpaid interest and Additional Interest, if any, to the redemption date. Such redemption shall also be permitted if the Company or any Guarantor determines that, as a result of any action take by any legislative body of, taxing authority of, or any action brought in a court of competent jurisdiction, in any Relevant Jurisdiction, which action is taken or brought on or after the Issue Date, there is a substantial probability that

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any Issuer or any Guarantor would be required to pay Additional Amounts. Prior to the giving of any notice of redemption described in this paragraph, the Company will deliver an Officer’s Certificate stating that:

(1) the obligation to pay such Additional Amounts cannot be avoided by any Issuer or any Guarantor taking reasonable measures available to it; and

(2) any Issuer or any Guarantor has or will become, or there is a substantial probability that it will become, obligated to pay such Additional Amounts as a result of an amendment or change in the laws, treaties or regulations of any Relevant Jurisdiction or a change in the application or interpretation of the laws, treaties or regulations of the Relevant Jurisdiction.

Repurchase at the Option of Holders

Change of Control

The senior notes provide that if a Change of Control occurs, unless the Issuers have previously or concurrently mailed a redemption notice with respect to all the outstanding senior notes as described under “Optional Redemption,” the Issuers will make an offer to purchase all of the senior notes pursuant to the offer described below (the “Change of Control Offer”) at a price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Additional Interest, if any, to the date of purchase, subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date. Within 30 days following any Change of Control, the Issuers will send notice of such Change of Control Offer, with a copy to the Trustee, to each Holder of senior notes by first-class mail to the address of such Holder appearing in the security register or otherwise in accordance with the procedures of DTC, with the following information:

(1) that a Change of Control Offer is being made pursuant to the covenant entitled “Change of Control,” and the circumstances and relevant facts regarding such Change of Control;

(2) the purchase price and the purchase date, which will be no earlier than 30 days nor later than 60 days from the date of such notice (the “Change of Control Payment Date”);

(3) that all senior notes properly tendered pursuant to such Change of Control Offer will be accepted for payment by us, that any senior note not properly tendered will remain outstanding and continue to accrue interest, and that unless the Issuers default in the payment of the Change of Control Payment, all senior notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on the Change of Control Payment Date; and

(4) the instructions, as determined by us, consistent with the covenant described hereunder, that a Holder must follow in connection with the Change of Control Offer.

The Issuers will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of senior notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of the Senior Note Indenture, the Issuers will comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations described in the Senior Note Indenture by virtue thereof.

On the Change of Control Payment Date, the Issuers will, to the extent permitted by law,

(1) accept for payment all senior notes or portions thereof properly tendered pursuant to the Change of Control Offer,

(2) deposit with the paying agent an amount equal to the aggregate Change of Control Payment in respect of all senior notes or portions thereof so tendered, and

(3) deliver, or cause to be delivered, to the Trustee for cancellation the senior notes so accepted together with an Officer’s Certificate to the Trustee stating that such senior notes or portions thereof have been tendered to and purchased by us.

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The Senior Credit Facilities presently do, and future credit agreements to which the Issuers become parties may, provide that certain change of control events with respect to them (including a Change of Control under the Senior Note Indenture) would constitute a default thereunder. If the Issuers experience a change of control that triggers a default under the Senior Credit Facilities, the Issuers could seek a waiver of such default or seek to refinance the Senior Credit Facilities. In the event the Issuers do not obtain such a waiver or refinance the Senior Credit Facilities, such default could result in amounts outstanding under the Senior Credit Facilities being declared due and payable.

The Issuers’ ability to pay cash to the Holders of senior notes following the occurrence of a Change of Control may be limited by their then-existing financial resources. Sufficient funds may not be available when necessary to make any required repurchases.

The Change of Control purchase feature of the senior notes may in certain circumstances make more difficult or discourage a sale or takeover of the Company and, thus, the removal of incumbent management. The Change of Control purchase feature is a result of negotiations between the Initial Purchasers and the Issuers. The Issuers have no present intention to engage in a transaction involving a Change of Control, although it is possible that the Issuers could decide to do so in the future. Subject to the limitations discussed below, the Issuers could, in the future, enter into certain transactions, including acquisitions, refinancings or other recapitalizations, that would not constitute a Change of Control under the Senior Note Indenture, but that could increase the amount of indebtedness outstanding at such time or otherwise affect the Issuers’ capital structure or credit ratings. Restrictions on the Issuers’ ability to incur additional Indebtedness are contained in the covenants described under “Certain Covenants — Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock” and “Certain Covenants — Liens.” Such restrictions in the Senior Note Indenture can be waived only with the consent of the Holders of a majority in principal amount of the senior notes then outstanding. Except for the limitations contained in such covenants, however, the Senior Note Indenture does not contain any covenants or provisions that may afford Holders of the senior notes protection in the event of a highly leveraged transaction.

The Issuers will not be required to make a Change of Control Offer following a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the Senior Note Indenture applicable to a Change of Control Offer made by the Issuers and purchases all senior notes validly tendered and not withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control, conditional upon completion of the transaction constituting such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.

The definition of “Change of Control” includes a disposition of all or substantially all of the Company’s assets to any Person. Although there is a limited body of case law interpreting the phrase “substantially all,” there is no precise established definition of the phrase under applicable law. Accordingly, in certain circumstances there may be a degree of uncertainty as to whether a particular transaction would involve a disposition of “all or substantially all” of the Company’s assets. As a result, it may be unclear as to whether a Change of Control has occurred and whether a Holder of senior notes may require the Issuers to make an offer to repurchase the senior notes as described above.

The provisions under the Senior Note Indenture relative to the Issuers’ obligation to make an offer to repurchase the senior notes as a result of a Change of Control may be waived or modified with the written consent of the Holders of a majority in principal amount of the senior notes.

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Asset Sales

The Senior Note Indenture provides that the Company will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale, unless:

(1) the Company or such Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value (as determined in good faith by the Company) of the assets sold or otherwise disposed of; and

(2) except in the case of a Permitted Asset Swap, at least 75% of the consideration therefor received by the Company or such Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents; provided, however, that, for purposes of this provision and for no other purpose, each of the following shall be deemed to be cash:

(a) any liabilities (as shown on the Company’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto) of the Company or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the senior notes, that are assumed by the transferee of such assets and with respect to which the Company and all of its Restricted Subsidiaries have been validly released by all creditors in writing,

(b) any securities received by the Company or such Restricted Subsidiary from such transferee that are converted by the Company or such Restricted Subsidiary into cash (to the extent of the cash received) within 180 days following the closing of such Asset Sale to the extent of the cash received in such conversion, and

(c) any Designated Non-cash Consideration received by the Company or such Restricted Subsidiary having an aggregate fair market value (as determined in good faith by the Company), taken together with all other Designated Non-cash Consideration received pursuant to this clause (c) that is at that time outstanding, not to exceed the greater of $150.0 million and 6% of Total Assets at the time of the receipt of such Designated Non-cash Consideration, with the fair market value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value.

Within 450 days after the receipt of any Net Proceeds of any Asset Sale, the Company or any Restricted Subsidiary, at its option, may apply the Net Proceeds from such Asset Sale,

(1) to permanently reduce:

(a) Obligations under the Senior Credit Facilities, and to correspondingly reduce commitments with respect thereto;

(b) Obligations under Indebtedness (other than Subordinated Indebtedness) that is secured by a Lien, which Lien is permitted by the Senior Note Indenture, and to correspondingly reduce commitments with respect thereto;

(c) Obligations under other Indebtedness (other than Subordinated Indebtedness) (and to correspondingly reduce commitments with respect thereto); provided, however, that the Company shall equally and ratably reduce Obligations under the senior notes as provided under “Optional Redemption,” through open-market purchases (to the extent such purchases are at or above 100% of the principal amount thereof) or by making an offer (in accordance with the procedures set forth below for an Asset Sale Offer) to all Holders to purchase their senior notes at 100% of the principal amount thereof, plus the amount of accrued but unpaid interest, if any, on the amount of senior notes that would otherwise be prepaid; or

(d) Indebtedness of a Restricted Subsidiary that is not a subsidiary co-issuer or Guarantor, other than Indebtedness owed to the Company or another Restricted Subsidiary; or

(2) to:

(a) make capital expenditures;

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(b) either (i) make Restricted Payments pursuant to clause (17) of the second paragraph of the covenant described under “Certain Covenants — Limitation on Restricted Payments” or (ii) redeem Notes in accordance with “Optional Redemption,” in each case with the proceeds of Designated Asset Sales;

(c) make an Investment in any one or more businesses; provided, however, that any such Investment is in the form of the acquisition of Capital Stock and results in such business becoming a Restricted Subsidiary; or

(d) acquire properties or other assets,

that, in the case of each of clauses (c) and (d), are either used or useful in a Similar Business or replace the businesses, properties and/or assets that are the subject of such Asset Sale; provided further, however, that a binding commitment shall be treated as a permitted application of the Net Proceeds from the date of such commitment so long as the Company or such other Restricted Subsidiary enters into such commitment with the good faith expectation that such Net Proceeds will be applied to satisfy such commitment within 180 days of such commitment (an “Acceptable Commitment”) and, in the event any Acceptable Commitment is later cancelled or terminated for any reason before the Net Proceeds are applied in connection therewith, the Company or such Restricted Subsidiary enters into another Acceptable Commitment (a “Second Commitment”) within 180 days of such cancellation or termination; provided, however, that if any Second Commitment is later cancelled or terminated for any reason before such Net Proceeds are applied, then such Net Proceeds shall constitute Excess Proceeds.

Any Net Proceeds from the Asset Sale that are not invested or applied as provided and within the time period set forth in the preceding paragraph will be deemed to constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $25.0 million, the Issuers shall make an offer to all Holders of the senior notes and, if required by the terms of any Indebtedness that is pari passu with the senior notes (“Pari Passu Indebtedness”), to the holders of such Pari Passu Indebtedness (an “Asset Sale Offer”), to purchase the maximum aggregate principal amount (or accreted value, as applicable) of the senior notes and such Pari Passu Indebtedness that is an integral multiple of $1,000 that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest, if any, to the date fixed for the closing of such offer, in accordance with the procedures set forth in the Senior Note Indenture. The Issuers will commence an Asset Sale Offer with respect to Excess Proceeds within ten Business Days after the date that Excess Proceeds exceed $25.0 million by delivering the notice required pursuant to the terms of the Senior Note Indenture, with a copy to the Trustee.

To the extent that the aggregate amount of senior notes and such Pari Passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Issuers may use any remaining Excess Proceeds for general corporate purposes, subject to other covenants contained in the Senior Note Indenture. If the aggregate principal amount of senior notes or the Pari Passu Indebtedness surrendered by such holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the senior notes and such Pari Passu Indebtedness to be purchased on a pro rata basis based on the accreted value or principal amount of the senior notes or such Pari Passu Indebtedness tendered. Upon completion of any such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero.

Pending the final application of any Net Proceeds pursuant to this covenant, the holder of such Net Proceeds may apply such Net Proceeds temporarily to reduce Indebtedness outstanding under a revolving credit facility or otherwise invest such Net Proceeds in any manner not prohibited by the Senior Note Indenture.

The Issuers will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of the senior notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of the Senior Note Indenture, the Issuers will

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comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations described in the Senior Note Indenture by virtue thereof.

On February 28, 2006, we sold our Storage Business to PMC-Sierra, Inc. for $420 million in cash. We used the net proceeds from the sale of our Storage Business to permanently repay borrowings under our term loan facility. On May 1, 2006, we sold our Printer ASICs Business to Marvell Technology Group Ltd. (“Marvell”). Our agreement with Marvell also provides for up to $35 million in additional performance-based payments by Marvell to us upon the achievement of certain revenue targets by the acquired business. We used $245 million of net proceeds from the sale of our Printer ASICs Business to permanently repay borrowings under our term loan facility.

Selection and Notice

If the Issuers are redeeming less than all of the senior notes outstanding at any time, the Trustee will select the senior notes to be redeemed (a) if the senior notes are listed on any national securities exchange, in compliance with the requirements of the principal national securities exchange on which the senior notes are listed or (b) on a pro rata basis, by lot or by such other method as the Trustee shall deem fair and appropriate. No senior notes of $2,000 or less can be redeemed in part.

Notices of purchase or redemption shall be mailed by first-class mail, postage prepaid, to such Holder’s registered address or otherwise in accordance with the procedures of DTC, at least 30 but not more than 60 days before the purchase or redemption date to each Holder of senior notes, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the senior notes or a satisfaction and discharge of the Senior Note Indenture. If any senior note is to be purchased or redeemed in part only, any notice of purchase or redemption that relates to such senior note shall state the portion of the principal amount thereof that has been or is to be purchased or redeemed.

The Issuers will issue a new senior note in a principal amount equal to the unredeemed portion of the original senior note in the name of the Holder upon cancellation of the original senior note. Senior notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest ceases to accrue on senior notes or portions of them called for redemption.

Certain Covenants

Set forth below are summaries of certain covenants contained in the Senior Note Indenture. During any period of time that: (i) the notes have Investment Grade Ratings from both Rating Agencies and (ii) no Default or Event of Default has occurred and is continuing under the Senior Note Indenture (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”), the Company and the Restricted Subsidiaries will not be subject to the following provisions of the Senior Note Indenture:

(1) “— Limitation on Restricted Payments,”

(2) “— Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock,”

(3) “— Transactions with Affiliates,”

(4) “— Limitation on Guarantees of Indebtedness by Restricted Subsidiaries,”

(5) “— Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries,”

(6) “Repurchase at the Option of Holders — Asset Sales,” and

(7) clause (4) of the first paragraph of “Merger, Consolidation or Sale of All or Substantially All Assets”

(collectively, the “Suspended Covenants”). Upon the occurrence of a Covenant Suspension Event, the amount of Excess Proceeds from Net Proceeds shall be reset at zero. In addition, the Guarantees of the Guarantors

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will be suspended as of such date (the “Suspension Date”). In the event that the Company and the Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) one or both of the Rating Agencies withdraws its Investment Grade Rating or downgrades the rating assigned to the notes below an Investment Grade Rating, then the Company and the Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants with respect to future events and the Guarantees will be reinstated. The period of time between the Suspension Date and the Reversion Date is referred to in this description as the “Suspension Period.” Notwithstanding that the Suspended Covenants may be reinstated, no Default or Event of Default will be deemed to have occurred as a result of a failure to comply with the Suspended Covenants during the Suspension Period (or upon termination of the Suspension Period or after that time based solely on events that occurred during the Suspension Period).

During any Suspension Period, the Company will not, and will not permit any Restricted Subsidiary to, enter into any Sale and Lease-Back Transaction; provided, however, that the Company or any Restricted Subsidiary may enter into a Sale and Lease-Back Transaction if:

(a) the Company or such Restricted Subsidiary could have incurred a Lien to secure the Indebtedness attributable to such Sale and Leaseback Transaction pursuant to “— Liens” below without equally and ratably securing the senior notes pursuant to the covenant described under such covenant; and

(b) the consideration received by the Company or such Restricted Subsidiary in that Sale and Lease-Back Transaction is at least equal to the fair market value of the property sold and otherwise complies with “— Repurchase at the Option of Holders — Asset Sales” above;

provided further, that the foregoing provisions shall cease to apply on and subsequent to the Reversion Date following such Suspension Period.

On the Reversion Date, all Indebtedness incurred, or Disqualified Stock issued, during the Suspension Period will be classified to have been incurred or issued pursuant to clause (3) of the second paragraph of “— Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock.” Calculations made after the Reversion Date of the amount available to be made as Restricted Payments under “— Limitation on Restricted Payments” will be made as though the covenant described under “— Limitation on Restricted Payments” had been in effect since the Issue Date and prior to, but not during, the Suspension Period.

Limitation on Restricted Payments

The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly:

(I) declare or pay any dividend or make any payment or distribution on account of the Company’s or any of its Restricted Subsidiaries’ Equity Interests, including any dividend or distribution payable in connection with any merger or consolidation other than:

(a) dividends or distributions by the Company payable solely in Equity Interests (other than Disqualified Stock) of the Company; or

(b) dividends or distributions by a Restricted Subsidiary so long as, in the case of any dividend or distribution payable on or in respect of any class or series of Equity Interests issued by a Restricted Subsidiary other than a Wholly Owned Subsidiary, the Company or a Restricted Subsidiary receives at least its pro rata share of such dividend or distribution in accordance with its Equity Interests in such class or series of Equity Interests;

(II) purchase, redeem, defease or otherwise acquire or retire for value any Equity Interests of the Company or any direct or indirect parent of the Company, including in connection with any merger or consolidation;

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(III) make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value, in each case prior to any scheduled repayment, sinking fund payment or Stated Maturity, any Subordinated Indebtedness, other than:

(a) with respect to Indebtedness permitted to be incurred pursuant to clauses (7) and (8) of the second paragraph of the covenant described under “— Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock;” or

(b) a payment of interest, principal or related Obligations at Stated Maturity; or

(c) the purchase, redemption, defeasance or other acquisition or retirement of Subordinated Indebtedness in anticipation of satisfying a sinking fund obligation or principal installment at Stated Maturity, in each case due within one year of the date of purchase, redemption, defeasance or acquisition or retirement; or

(IV) make any Restricted Investment;

(each such payment or other action set forth in clauses (I) through (IV) above being referred to as a “Restricted Payment”), unless, at the time of and immediately after giving effect to such Restricted Payment:

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

(2) the Company would have been permitted to incur at least $1.00 of additional Indebtedness pursuant to the provisions of the first paragraph of the covenant described under “— Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock;” and

(3) such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by the Company and its Restricted Subsidiaries after the Issue Date (including Restricted Payments permitted by clauses (1), (2) (with respect to the payment of dividends on Refunding Capital Stock (as defined below) pursuant to clause (b) thereof only), (6)(c) and (9) of the next succeeding paragraph, but excluding all other Restricted Payments permitted by the next succeeding paragraph), is less than the sum of (without duplication):

(a) 50% of the Consolidated Net Income of the Company for the period (taken as one accounting period) beginning November 1, 2005, to the end of the Company’s most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment, or, if such Consolidated Net Income for such period is a deficit, minus 100% of such deficit; plus

(b) 100% of the aggregate net cash proceeds and the fair market value, as determined in good faith by the Company, of marketable securities or other property received by the Company after the Issue Date (other than net cash proceeds to the extent such net cash proceeds have been relied upon to incur Indebtedness, Disqualified Stock or Preferred Stock pursuant to clause (12)(a) of the second paragraph of “— Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock”) from the issue or sale of:

(i) (A) Equity Interests of the Company, including Treasury Capital Stock (as defined below), but excluding such proceeds and such fair market value, as determined in good faith by the Company, of marketable securities or other property received from the sale of:

(x) Equity Interests to members of management, directors or consultants of the Company, any direct or indirect parent company of the Company and the Company’s Subsidiaries after the Issue Date to the extent such amounts have been applied to make Restricted Payments in accordance with clause (4) of the next succeeding paragraph; and

(y) Designated Preferred Stock; and

(B) to the extent such net cash proceeds are actually contributed to the Company, Equity Interests of any direct or indirect parent company of the Company (excluding contributions of the proceeds from the

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sale of Designated Preferred Stock of any such parent company or contributions to the extent such amounts have been applied to make Restricted Payments in accordance with clause (4) of the next succeeding paragraph); or

(ii) debt securities of the Company that have been converted into or exchanged for Equity Interests of the Company;

provided, however, that the calculation set forth in this clause (b) shall not include the net cash proceeds or fair market value of marketable securities or other property received from the sale of (W) Refunding Capital Stock (as defined below), (X) Equity Interests or debt securities of the Company that are convertible into or exchangeable for Equity Interests of the Company, in each case sold to a Restricted Subsidiary, (Y) Disqualified Stock or debt securities that have been converted into Disqualified Stock or (Z) Excluded Contributions; plus

(c) 100% of the aggregate amount of net cash proceeds and the fair market value, as determined in good faith by the Company, of marketable securities or other property contributed to the capital of the Company after the Issue Date (other than net cash proceeds (A) to the extent such net cash proceeds have been relied upon to incur Indebtedness, Disqualified Stock or Preferred Stock pursuant to clause (12)(a) of the second paragraph of “— Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock,” (B) contributed by a Restricted Subsidiary and (C) constituting an Excluded Contribution); plus

(d) 100% of the aggregate amount received in cash and the fair market value, as determined in good faith by the Company, of marketable securities or other property received from:

(i) the sale or other disposition (other than to the Company or a Restricted Subsidiary) of Restricted Investments made by the Company or its Restricted Subsidiaries and repurchases and redemptions of such Restricted Investments from the Company or its Restricted Subsidiaries and repayments of loans or advances, and releases of guarantees, which constitute Restricted Investments by the Company or its Restricted Subsidiaries, in each case after the Issue Date; or

(ii) the sale (other than to the Company or a Restricted Subsidiary) of the Capital Stock of an Unrestricted Subsidiary or a distribution or dividend from an Unrestricted Subsidiary, in each case after the Issue Date (other than in each case to the extent the Investment in such Unrestricted Subsidiary was made by the Company or a Restricted Subsidiary pursuant to clause (7) of the next succeeding paragraph or to the extent such Investment constituted a Permitted Investment); plus

(e) in the case of the redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary after the Issue Date, the fair market value of the Investment in such Unrestricted Subsidiary, as determined by the Company in good faith or if such fair market value exceeds $25.0 million, in writing by an Independent Financial Advisor, at the time of such redesignation (other than an Unrestricted Subsidiary to the extent the Investment in such Unrestricted Subsidiary was made by the Company or a Restricted Subsidiary pursuant to clause (7) of the next succeeding paragraph or to the extent such Investment constituted a Permitted Investment).

The foregoing provisions will not prohibit:

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

(2) (a) the purchase, redemption, defeasance or other acquisition or retirement for value of any Equity Interests (“Treasury Capital Stock”) or Subordinated Indebtedness of the Company or any Equity Interests of any direct or indirect parent company of the Company, in exchange for, or out of the proceeds of the substantially concurrent sale (other than to a Restricted Subsidiary of the Company) of, Equity Interests of the Company or any direct or indirect parent company of the Company to the extent contributed to the Company (in each case, other than any Disqualified Stock) (“Refunding Capital Stock”) and (b) if immediately prior to the retirement of Treasury Capital Stock, the declaration and

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payment of dividends thereon was permitted under clause (6) of this paragraph, the declaration and payment of dividends on the Refunding Capital Stock (other than Refunding Capital Stock the proceeds of which were used to purchase, redeem, defease or otherwise acquire or retire for value any Equity Interests of any direct or indirect parent company of the Company) in an aggregate amount in any calendar year no greater than the aggregate amount of dividends per annum that were declarable and payable on such Treasury Capital Stock immediately prior to such retirement;

(3) the purchase, redemption, defeasance or other acquisition or retirement for value of Subordinated Indebtedness of the Issuers or a Guarantor made by exchange for, or out of the proceeds of the substantially concurrent sale of, Refinancing Indebtedness of the Issuers or a Guarantor, as the case may be that is incurred in compliance with the covenant described under “— Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock;”

(4) the purchase, redemption, defeasance or other acquisition or retirement for value of Equity Interests (other than Disqualified Stock) of the Company or any of its direct or indirect parent companies held by any future, present or former employee, director or consultant of the Company, any of its Subsidiaries or any of its direct or indirect parent companies pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement; provided, however, that the aggregate Restricted Payments made under this clause (4) shall not exceed in any calendar year $20.0 million (with unused amounts in any calendar year being carried over to succeeding calendar years subject to a maximum (without giving effect to the following proviso) of $40.0 million in any calendar year); provided further, however, that such amount in any calendar year may be increased by an amount not to exceed:

(a) the net cash proceeds from the sale of Equity Interests (other than Disqualified Stock) of the Company and, to the extent contributed to the Company, Equity Interests of any of the Company’s direct or indirect parent companies, in each case to members of management, directors or consultants of the Company, any of its Subsidiaries or any of its direct or indirect parent companies that occurs after the Issue Date, to the extent such net cash proceeds have not otherwise been applied to make Restricted Payments pursuant to clause (3) of the preceding paragraph; plus

(b) the net cash proceeds of key man life insurance policies received by the Company or its Restricted Subsidiaries after the Issue Date; less

(c) the amount of any Restricted Payments previously made with the cash proceeds described in clauses (a) and (b) of this clause (4);

provided, further, that cancellation of Indebtedness owing to the Company from members of management of the Company, any of the Company’s direct or indirect parent companies or any of the Company’s Restricted Subsidiaries in connection with a repurchase of Equity Interests of the Company or any of its direct or indirect parent companies will not be deemed to constitute a Restricted Payment for purposes of this covenant or any other provision of the Senior Note Indenture;

(5) the declaration and payment of dividends to holders of any class or series of Disqualified Stock of the Company or any of its Restricted Subsidiaries issued in accordance with and to the extent permitted by the covenant described under “— Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock” to the extent such dividends are included in the definition of “Fixed Charges;”

(6) the declaration and payment of dividends:

(a) to holders of any class or series of Designated Preferred Stock (other than Disqualified Stock) issued by the Company after the Issue Date;

(b) to a direct or indirect parent company of the Company, to the extent that the proceeds of which are used to fund the payment of dividends to holders of any class or series of Designated Preferred Stock (other than Disqualified Stock) of such parent company issued after the Issue Date; provided, however, that the amount of dividends paid pursuant to this clause (b) shall not exceed the

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aggregate amount of cash actually contributed to the Company from the sale of such Designated Preferred Stock;

(c) to holders of Refunding Capital Stock that is Preferred Stock and that was exchanged for, or the proceeds of which were used to purchase, redeem, defease or otherwise acquire or retire for value, any Preferred Stock (other than Preferred Stock of the Company outstanding on the Issue Date) in excess of the dividends declarable and payable thereon pursuant to clause (2) of this paragraph;

provided, however, in the case of each of clauses (a), (b) and (c) of this clause (6), that for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date of declaration of any such dividends, after giving effect to such declaration on a pro forma basis, the Company and its Restricted Subsidiaries on a consolidated basis would have had a Fixed Charge Coverage Ratio of at least 2.00 to 1.00;

(7) Investments in Unrestricted Subsidiaries having an aggregate fair market value, taken together with all other Investments made pursuant to this clause (7) that are at the time outstanding, without giving effect to the sale of an Unrestricted Subsidiary to the extent the proceeds of such sale do not consist of cash or marketable securities, not to exceed the greater of $50.0 million and 2% of Total Assets at the time of such Investment (with the fair market value of each Investment being determined in good faith by the Company at the time made and without giving effect to subsequent changes in value);

(8) repurchases of Equity Interests deemed to occur upon exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants;

(9) the declaration and payment of dividends on the Company’s common stock (or the payment of dividends to any direct or indirect parent company to fund a payment of dividends on such company’s common stock), following the consummation of an underwritten public offering of the Company’s common stock or the common stock of any of its direct or indirect parent companies after the Issue Date, of up to 6% per annum of the net cash proceeds received by or contributed to the Company in or from any such public offering, other than public offerings with respect to common stock registered on Form S-8 and other than any public sale constituting an Excluded Contribution;

(10) Restricted Payments that are made with Excluded Contributions;

(11) other Restricted Payments in an aggregate amount, taken together with all other Restricted Payments made pursuant to this clause (11), not to exceed the greater of $50.0 million and 2% of Total Assets at the time made;

(12) distributions or payments of Receivables Fees;

(13) any Restricted Payment used to fund the Transactions and the fees and expenses related thereto or owed to Affiliates, in each case to the extent permitted by the covenant described under “— Transactions with Affiliates;”

(14) the repurchase, redemption or other acquisition or retirement for value of any Subordinated Indebtedness pursuant to provisions similar to those described under the captions “Repurchase at the Option of Holders — Change of Control” and “Repurchase at the Option of Holders — Asset Sales;” provided that all senior notes tendered by Holders in connection with a Change of Control Offer or Asset Sale Offer, as applicable, have been purchased, redeemed, defeased or acquired for value;

(15) the declaration and payment of dividends by the Company to, or the making of loans to, any direct or indirect parent in amounts required for any direct or indirect parent companies to pay, in each case without duplication:

(a) franchise taxes and other fees, taxes and expenses required to maintain their corporate existence;

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(b) federal, state and local income taxes, to the extent such income taxes are attributable to the income of the Company and its Restricted Subsidiaries and, to the extent of the amount actually received from its Unrestricted Subsidiaries, in amounts required to pay such taxes to the extent attributable to the income of such Unrestricted Subsidiaries; provided, however, that in each case the amount of such payments in any fiscal year does not exceed the amount that the Company and its Restricted Subsidiaries would be required to pay in respect of federal, state and local taxes for such fiscal year were the Company, its Restricted Subsidiaries and its Unrestricted Subsidiaries (to the extent described above) to pay such taxes separately from any such parent company;

(c) customary salary, bonus and other benefits payable to officers and employees of any direct or indirect parent company the Company to the extent such salaries, bonuses and other benefits are attributable to the ownership or operation of the Company and its Restricted Subsidiaries;

(d) general corporate operating and overhead costs and expenses of any direct or indirect parent company of the Company to the extent such costs and expenses are attributable to the ownership or operation of the Company and its Restricted Subsidiaries; and

(e) fees and expenses other than to Affiliates of the Company related to any unsuccessful equity or debt offering of such parent company;

(16) the distribution, by dividend or otherwise, by the Company or a Restricted Subsidiary, of shares of Capital Stock of, or Indebtedness owed to the Company or a Restricted Subsidiary by Unrestricted Subsidiaries;

(17) at any time on or prior to the third anniversary of the Issue Date, Restricted Payments that are made with the proceeds from Designated Asset Sales; or

(18) at any time on or prior to July 31, 2006, Restricted Payments that are made with the proceeds from any Tranche B-2 Term Loan Commitment (as defined in the Senior Credit Facilities) to the extent permitted by the Senior Credit Facilities;

provided, however, that at the time of, and after giving effect to, any Restricted Payment permitted under clauses (11), (17) and (18) no Default shall have occurred and be continuing or would occur as a consequence thereof.

As of the date of this prospectus, all of the Company’s Subsidiaries (including the subsidiary co-issuers) are Restricted Subsidiaries. The Company will not permit any Unrestricted Subsidiary to become a Restricted Subsidiary except pursuant to the last sentence of the definition of “Unrestricted Subsidiary.” For purposes of designating any Restricted Subsidiary as an Unrestricted Subsidiary, all outstanding Investments by the Company and its Restricted Subsidiaries (except to the extent repaid) in the Subsidiary so designated will be deemed to be Restricted Payments in an amount determined as set forth in the last sentence of the definition of “Investment.” Such designation will be permitted only if a Restricted Payment in such amount would be permitted at such time, whether pursuant to the first paragraph of this covenant or under clause (7), (10) or (11) of the second paragraph of this covenant, or pursuant to the definition of “Permitted Investments,” and if such Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. Unrestricted Subsidiaries will not be subject to any of the restrictive covenants set forth in the Senior Note Indenture.

Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock

The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise (collectively, “incur” and collectively, an “incurrence”) with respect to any Indebtedness (including Acquired Indebtedness) and the Company will not issue any shares of Disqualified Stock and will not permit any Restricted Subsidiary to issue any shares of Disqualified Stock or Preferred Stock; provided, however, that the Company may incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and any of its Restricted Subsidiaries may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of Preferred Stock, if the Fixed Charge Coverage Ratio on a

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consolidated basis for the Company and its Restricted Subsidiaries’ most recently ended four fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock or Preferred Stock is issued would have been at least 2.00 to 1.00, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred, or the Disqualified Stock or Preferred Stock had been issued, as the case may be, and the application of proceeds therefrom had occurred at the beginning of such four-quarter period; provided, however, that Restricted Subsidiaries that are not Guarantors may not incur Indebtedness or issue Disqualified Stock or Preferred Stock if, after giving pro forma effect to such incurrence or issuance (including a pro forma application of the net proceeds therefrom), more than an aggregate of $125.0 million of Indebtedness or Disqualified Stock or Preferred Stock of Restricted Subsidiaries that are not Guarantors is outstanding pursuant to this paragraph at such time.

The foregoing limitations will not apply to:

(1) the incurrence of Indebtedness under Credit Facilities by the Company or any of its Restricted Subsidiaries and the issuance and creation of letters of credit and bankers’ acceptances thereunder (with letters of credit and bankers’ acceptances being deemed to have a principal amount equal to the face amount thereof), up to an aggregate principal amount of $975.0 million outstanding at any one time, less up to $215.0 million in the aggregate of mandatory principal payments actually made by the borrower thereunder in respect of Indebtedness thereunder with the proceeds of the Storage Sale;

(2) the incurrence by the Issuers and any Guarantor of Indebtedness represented by the senior notes and the Subordinated Notes (including any Guarantee) (other than any Additional Notes) and any notes and guarantees issued in exchange for the senior notes, the Subordinated Notes and Guarantees pursuant to a registration rights agreement;

(3) Indebtedness of the Company and its Restricted Subsidiaries in existence on the Issue Date (other than Indebtedness described in clauses (1) and (2));

(4) (a) Indebtedness (including Capitalized Lease Obligations), Disqualified Stock and Preferred Stock incurred by the Company or any of its Restricted Subsidiaries, to finance the purchase, lease or improvement of property (real or personal) or equipment that is used or useful in a Similar Business, whether through the direct purchase of assets or the Capital Stock of any Person owning such assets, in an aggregate principal amount at the date of such incurrence (including all Refinancing Debt Incurred to refinance any other Indebtedness incurred pursuant to this clause (4)(a)) not to exceed the greater of $100.0 million and 4% of Total Assets; provided, however, that such Indebtedness exists at the date of such purchase or transaction, or is created within 270 days thereafter, and (b) other Indebtedness under Capitalized Lease Obligations in a principal amount that does not exceed $50.0 million in the aggregate at any time outstanding, together with other Indebtedness under Capitalized Lease Obligations incurred under this clause (4)(b) (including all Refinancing Debt Incurred to refinance any other Indebtedness incurred pursuant to this clause (4)(b));

(5) Indebtedness incurred by the Company or any of its Restricted Subsidiaries constituting reimbursement obligations with respect to letters of credit issued in the ordinary course of business, including letters of credit in respect of workers’ compensation claims, or other Indebtedness with respect to reimbursement type obligations regarding workers’ compensation claims; provided, however, that upon the drawing of such letter of credit or the incurrence of such Indebtedness, such obligations are reimbursed within 30 days following such drawing or incurrence;

(6) Indebtedness arising from agreements of the Company or its Restricted Subsidiaries providing for indemnification, adjustment of purchase price or similar obligations, in each case, incurred or assumed in connection with the disposition of any business, assets or the Capital Stock of a Subsidiary, other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or Capital Stock for the purpose of financing such acquisition; provided, however, that the maximum assumable liability in respect of all such Indebtedness shall at no time exceed the gross proceeds, including non-cash proceeds (the fair market value of such non-cash proceeds being measured at the time

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received and without giving effect to any subsequent changes in value), actually received by the Company and its Restricted Subsidiaries in connection with such disposition;

(7) Indebtedness of the Company to a Restricted Subsidiary; provided, however, that any subsequent issuance or transfer of any Capital Stock or any other event which results in such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such Indebtedness (except to the Company or another Restricted Subsidiary) shall be deemed, in each case, to be an incurrence of such Indebtedness; provided further, however, that any such Indebtedness owing to a Restricted Subsidiary that is not a subsidiary co-issuer or a Guarantor shall be expressly subordinated in right of payment to the senior notes;

(8) Indebtedness of a Restricted Subsidiary to the Company or another Restricted Subsidiary; provided, however, that if a subsidiary co-issuer or a Guarantor incurs such Indebtedness to a Restricted Subsidiary that is not a subsidiary co-issuer or a Guarantor, such Indebtedness is expressly subordinated in right of payment to the Notes in the case of a subsidiary co-issuer or the Guarantee of the senior notes of such a Guarantor; provided further, however, that any subsequent transfer of any such Indebtedness (except to the Company or another Restricted Subsidiary) shall be deemed, in each case, to be an incurrence of such Indebtedness;

(9) shares of Preferred Stock of a Restricted Subsidiary issued to the Company or another Restricted Subsidiary, provided that any subsequent issuance or transfer of any Capital Stock or any other event which results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such shares of Preferred Stock (except to the Company or another of its Restricted Subsidiaries) shall be deemed in each case to be an issuance of such shares of Preferred Stock;

(10) Hedging Obligations (excluding Hedging Obligations entered into for speculative purposes) for the purpose of limiting interest rate risk with respect to any Indebtedness permitted to be incurred pursuant to this covenant, exchange rate risk or commodity pricing risk;

(11) obligations in respect of performance, bid, appeal and surety bonds and completion guarantees provided by the Company or any of its Restricted Subsidiaries in the ordinary course of business;

(12) (a) Indebtedness or Disqualified Stock of the Company and Indebtedness, Disqualified Stock or Preferred Stock of any Restricted Subsidiary equal to 200.0% of the net cash proceeds received by the Company after the Issue Date from the issue or sale of Equity Interests of the Company or cash contributed to the capital of the Company (in each case, other than proceeds of Disqualified Stock or sales of Equity Interests to the Company or any of its Subsidiaries) as determined in accordance with clauses (3)(b) and (3)(c) of the first paragraph of the covenant described under “— Limitation on Restricted Payments” to the extent such net cash proceeds or cash have not been applied pursuant to such clauses to make Restricted Payments or to make other Investments, payments or exchanges pursuant to the second paragraph of the covenant described under “— Limitation on Restricted Payments” or to make Permitted Investments (other than Permitted Investments specified in clauses (1) and (3) of the definition thereof) and (b) Indebtedness or Disqualified Stock of the Company and Indebtedness, Disqualified Stock or Preferred Stock of any Restricted Subsidiary not otherwise permitted hereunder in an aggregate principal amount or liquidation preference, which when aggregated with the principal amount and liquidation preference of all other Indebtedness, Disqualified Stock and Preferred Stock then outstanding and incurred pursuant to this clause (12)(b), does not at any one time outstanding exceed $175.0 million;

(13) the incurrence by the Company or any Restricted Subsidiary of the Company of Indebtedness, Disqualified Stock or Preferred Stock which serves to refund or refinance any Indebtedness, Disqualified Stock or Preferred Stock incurred pursuant to the first paragraph of this covenant, clauses (2), (3), (4) or (12)(a) above, this clause (13) or clause (14) below or any Indebtedness, Disqualified Stock or Preferred Stock incurred to so refund or refinance such Indebtedness, Disqualified Stock or Preferred Stock (the “Refinancing Indebtedness”); provided, however, that:

(a) the principal amount of such Refinancing Indebtedness does not exceed the principal amount of (or accreted value, if applicable), plus any accrued and unpaid interest on, the

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Indebtedness being so refunded or refinanced, plus the amount of any premium (including any tender premium and any defeasance costs, fees and premium required to be paid under the terms of the instrument governing such Indebtedness) and any fees and expenses incurred in connection with the issuance of such new Indebtedness;

(b) such Refinancing Indebtedness shall have a Weighted Average Life to Maturity at the time such Refinancing Indebtedness is incurred equal to or greater than the remaining Weighted Average Life to Maturity of the Indebtedness, Disqualified Stock or Preferred Stock being refunded or refinanced;

(c) if such Refinancing Indebtedness constitutes Subordinated Indebtedness, such Refinancing Indebtedness shall have a final scheduled maturity date equal to or later than the final scheduled maturity date of the Indebtedness being refunded or refinanced;

(d) to the extent such Refinancing Indebtedness refunds or refinances (i) Subordinated Indebtedness, such Refinancing Indebtedness shall be subordinated to the senior notes or the Guarantee at least to the same extent as the Indebtedness being refinanced or refunded or (ii) Disqualified Stock or Preferred Stock, such Refinancing Indebtedness must be Disqualified Stock or Preferred Stock, respectively; and

(e) Refinancing Indebtedness shall not include:

(i) Indebtedness, Disqualified Stock or Preferred Stock of a Subsidiary of the Company that is not a subsidiary co-issuer or a Guarantor that refunds or refinances Indebtedness, Disqualified Stock or Preferred Stock of either an Issuer or a Guarantor; or

(ii) Indebtedness, Disqualified Stock or Preferred Stock of the Company or a Restricted Subsidiary that refunds or refinances Indebtedness, Disqualified Stock or Preferred Stock of an Unrestricted Subsidiary;

(14) Indebtedness, Disqualified Stock or Preferred Stock of (x) the Company or a Restricted Subsidiary incurred to finance an acquisition or (y) Persons that are acquired by the Company or any Restricted Subsidiary or merged with or into the Company or a Restricted Subsidiary in accordance with the terms of the Senior Note Indenture; provided, however, that after giving effect to such acquisition or merger, either

(a) the Company would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first sentence of this covenant, or

(b) the Fixed Charge Coverage Ratio of the Company and the Restricted Subsidiaries would be greater than immediately prior to such acquisition or merger;

(15) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, provided that such Indebtedness is extinguished within two Business Days of its incurrence;

(16) Indebtedness of the Company or any of its Restricted Subsidiaries supported by a letter of credit issued pursuant to Credit Facilities, in a principal amount not in excess of the stated amount of such letter of credit;

(17) (a) any guarantee by the Company or a Restricted Subsidiary of Indebtedness or other obligations of any Restricted Subsidiary so long as the incurrence of such Indebtedness incurred by such Restricted Subsidiary is permitted under the terms of the Senior Note Indenture, or

(b) any guarantee by a Restricted Subsidiary of Indebtedness of the Company; provided, however, that such guarantee is incurred in accordance with the covenant described below under “— Limitation on Guarantees of Indebtedness by Restricted Subsidiaries;” and

(18) Indebtedness owed by the Company or any of its Restricted Subsidiaries to current or former officers, directors and employees thereof, their respective estates, spouses or former spouses, in each case

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to finance the purchase or redemption of Equity Interests of the Company or any direct or indirect parent company of the Company to the extent described in clause (4) of the second paragraph under the caption “— Limitation on Restricted Payments.”

For purposes of determining compliance with this covenant:

(1) in the event that an item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) meets the criteria of more than one of the categories of permitted Indebtedness, Disqualified Stock or Preferred Stock described in clauses (1) through (18) above or is entitled to be incurred pursuant to the first paragraph of this covenant, the Company, in its sole discretion, will classify, and may thereafter reclassify, such item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) and will only be required to include the amount and type of such Indebtedness, Disqualified Stock or Preferred Stock in one of the above clauses; provided, however, that all Indebtedness outstanding under the Credit Facilities after the application of the net proceeds from the sale of the senior notes shall first be applied to clause (1) of the preceding paragraph; and

(2) at the time of incurrence, the Company will be entitled to divide and classify an item of Indebtedness in more than one of the types of Indebtedness described in the first and second paragraphs above (it being understood that any Indebtedness, Disqualified Stock or Preferred Stock incurred pursuant to clause (12)(b) or clause (4) of the second paragraph of this covenant shall cease to be deemed incurred or outstanding for purposes of first, clause (12)(b) and second, clause (4) and shall be deemed incurred for the purposes of the first paragraph of this covenant from and after the first date on which, and to the extent that, the Company or such Restricted Subsidiary could have incurred such Indebtedness, Disqualified Stock or Preferred Stock under the first paragraph of this covenant without reliance on clause (12)(b) or (4), as applicable).

Accrual of interest, the accretion of accreted value and the payment of interest or dividends in the form of additional Indebtedness, Disqualified Stock or Preferred Stock will not be deemed to be an incurrence of Indebtedness, Disqualified Stock or Preferred Stock for purposes of this covenant.

For purposes of determining compliance with any U.S. dollar-denominated restriction on the incurrence of Indebtedness, the U.S. dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was incurred, in the case of term debt, or first committed, in the case of revolving credit Indebtedness; provided, however, that if such Indebtedness is incurred to refinance other Indebtedness denominated in a foreign currency, and such refinancing would cause the applicable U.S. dollar denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed the principal amount of such Indebtedness being refinanced.

The principal amount of any Indebtedness incurred to refinance other Indebtedness, if incurred in a different currency from the Indebtedness being refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in which such respective Indebtedness is denominated that is in effect on the date of such refinancing.

The Senior Note Indenture provides that the Company will not, and will not permit any subsidiary co-issuer or Guarantor to, directly or indirectly, incur any Indebtedness (including Acquired Indebtedness) that is subordinated or junior in right of payment to any Indebtedness of the Company or such subsidiary co-issuer or Guarantor, as the case may be, unless such Indebtedness is expressly subordinated in right of payment to the senior notes or such Guarantor’s Guarantee to the extent and in the same manner as such Indebtedness is subordinated to other Indebtedness of the Company or such subsidiary co-issuer or Guarantor, as the case may be.

The Senior Note Indenture does not treat (1) unsecured Indebtedness as subordinated or junior to Secured Indebtedness merely because it is unsecured or (2) Indebtedness (other than Subordinated Indebtedness) as

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subordinated or junior to any other such Indebtedness merely because it has a junior priority with respect to the same collateral.

Liens

The Company will not, and will not permit any subsidiary co-issuer or Guarantor to, directly or indirectly, create, incur, assume or suffer to exist any Lien (except Permitted Liens) that secures obligations under any Indebtedness or any related Guarantee, on any asset or property of the Company or any subsidiary co-issuer or Guarantor, or any income or profits therefrom, or assign or convey any right to receive income therefrom, unless:

(1) in the case of Liens securing Subordinated Indebtedness, the senior notes and related Guarantees are secured by a Lien on such property, assets or proceeds that is senior in priority to such Liens; or

(2) in all other cases, the senior notes or the Guarantees are equally and ratably secured, except that the foregoing shall not apply to (a) Liens securing Indebtedness incurred under Credit Facilities, including any letter of credit facility relating thereto, pursuant to clause (1) of the second paragraph of the covenant described under “— Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock,” and (b) Liens securing Obligations in respect of any Indebtedness incurred pursuant to the covenant described under “— Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock;” provided that, with respect to Liens securing Obligations incurred pursuant to this clause (b), at the time of incurrence of and after giving pro forma effect thereto, the Consolidated Secured Debt Ratio would be no greater than 3.5 to 1.0.

Merger, Consolidation or Sale of All or Substantially All Assets

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

(1) the Company is the surviving Person or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a Person organized or existing under the laws of the jurisdiction of organization of the Company or the laws of the Republic of Singapore or of the United States, any state thereof, the District of Columbia, or any territory thereof (such Person, as the case may be, being herein called the “Successor Company”);

(2) the Successor Company, if other than the Company, expressly assumes all the obligations of the Company under the senior notes pursuant to supplemental indentures or other documents or instruments in form reasonably satisfactory to the Trustee;

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

(4) immediately after giving pro forma effect to such transaction and any related financing transactions, as if such transactions had occurred at the beginning of the applicable four-quarter period,

(a) the Successor Company would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first sentence of the covenant described under “— Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock,” or

(b) the Fixed Charge Coverage Ratio for the Successor Company, the Company and its Restricted Subsidiaries would be greater than such Ratio for the Company and its Restricted Subsidiaries immediately prior to such transaction;

(5) each subsidiary co-issuer and Guarantor, unless it is the other party to the transactions described above, in which case clause (b) of the second succeeding paragraph shall apply, shall have by supplemental indenture confirmed that its obligations under the Senior Note Indenture and the senior

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notes or Guarantee, as the case may be, shall apply to such Person’s obligations under the Senior Note Indenture, the senior notes and any registration rights agreement relating to the senior notes;

(6) if the merging corporation is organized and existing under the laws of the Republic of Singapore and the Successor Company is organized and existing under the laws of the United States of America, any state thereof, the District of Columbia or any territory thereof or if the merging corporation is organized and existing under the laws of the United States of America, any state thereof, the District of Columbia or any territory thereof and the Successor Company is organized and existing under the laws of the Republic of Singapore, the Company shall have delivered to the Trustee an Opinion of Counsel that the holders of the senior notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of the transaction and will be taxed for U.S. federal income tax purposes on the same amounts and at the same times as would have been the case if the transaction had not occurred;

(7) in the event that the Successor Company is organized and existing under the laws of a jurisdiction other than the merging corporation’s jurisdiction and an opinion is not delivered pursuant to clause (6) above, the Successor Company shall agree to withhold any taxes, duties, assessments or similar charges that arise as a consequence of such consolidation, merger or sale with respect to the payment of principal, premium or interest on the senior notes or Guarantees and to pay such additional amounts as may be necessary to ensure that the net amounts receivable by holders of the senior notes after any such withholding or deduction will equal the respective amounts of principal, premium and interest which would have been receivable in respect of the senior notes in the absence of such consolidation, merger or sale, to the extent that such additional amounts would be required by and subject to the terms (including all relevant exceptions) contained in “— Additional Amounts;” and

(8) the Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indentures, if any, comply with the Senior Note Indenture.

The Successor Company will succeed to, and be substituted for the Company, as the case may be, under the Senior Note Indenture, the Guarantees and the senior notes, as applicable. Notwithstanding the foregoing clauses (3) and (4),

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

(2) the Company may merge with an Affiliate of the Company solely for the purpose of reincorporating the Company in a state of the United States, the District of Columbia, any territory thereof or the Republic of Singapore so long as the amount of Indebtedness of the Company and its Restricted Subsidiaries is not increased thereby.

Subject to certain limitations described in the Senior Note Indenture governing release of a subsidiary co-issuer from its obligations under the Senior Note Indenture and senior notes and a Guarantor from its Guarantee upon the sale, disposition or transfer of a guarantor, no subsidiary co-issuer or Guarantor will, and the Company will not permit any subsidiary co-issuer or Guarantor to, consolidate or merge with or into or wind up into (whether or not an Issuer or Guarantor is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets, in one or more related transactions, to any Person unless:

(1) (a) such subsidiary co-issuer or Guarantor is the surviving corporation or the Person formed by or surviving any such consolidation or merger (if other than such subsidiary co-issuer or Guarantor) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation organized or existing under the laws of the jurisdiction of organization of such Guarantor, as the case may be, or the laws of the Republic of Singapore, the United States, any state thereof, the District of Columbia, or any territory thereof (such Guarantor or such Person, as the case may be, being herein called the “Successor Person”);

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(b) the Successor Person, if other than such subsidiary co-issuer or Guarantor, expressly assumes all the obligations of such subsidiary co-issuer or Guarantor under the Senior Note Indenture and such related Guarantor’s Guarantee pursuant to supplemental indentures or other documents or instruments in form reasonably satisfactory to the Trustee;

(c) immediately after giving effect to such transaction, no Default or Event of Default exists; and

(d) the Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indentures, if any, comply with the Senior Note Indenture; or

(2) the transaction is made in compliance with the covenant described under “Repurchase at the Option of Holders — Asset Sales.”

Subject to certain limitations described in the Senior Note Indenture, the Successor Person will succeed to, and be substituted for, such subsidiary co-issuer or Guarantor under the Senior Note Indenture and such Guarantor’s Guarantee. Notwithstanding the foregoing, any subsidiary co-issuer or Guarantor may merge into or transfer all or part of its properties and assets to another subsidiary co-issuer or Guarantor or the Company.

Transactions with Affiliates

The Company will not, and will not permit any of its Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of the Company (each of the foregoing, an “Affiliate Transaction”) involving aggregate payments or consideration in excess of $5.0 million, unless:

(1) such Affiliate Transaction is on terms that are not materially less favorable to Company or its relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Company or such Restricted Subsidiary with an unrelated Person on an arm’s-length basis; and

(2) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate payments or consideration in excess of $20.0 million, the Company delivers to the Trustee a resolution adopted by the majority of the board of directors of the Company approving such Affiliate Transaction and set forth in an Officer’s Certificate certifying that such Affiliate Transaction complies with clause (1) above.

The foregoing provisions will not apply to the following:

(1) transactions between or among the Company or any of its Restricted Subsidiaries;

(2) Restricted Payments permitted by the provisions of the Senior Note Indenture described above under the covenant “— Limitation on Restricted Payments” and the definition of “Permitted Investments;”

(3) the payment of management, consulting, monitoring and advisory fees and related expenses to the Investors pursuant to the Sponsor Advisory Agreement;

(4) the payment of reasonable and customary fees paid to, and indemnities provided on behalf of, officers, directors, employees or consultants of the Company, any of its direct or indirect parent companies or any of its Restricted Subsidiaries;

(5) transactions in which the Company or any of its Restricted Subsidiaries, as the case may be, delivers to the Trustee a letter from an Independent Financial Advisor stating that such transaction is fair to the Company or such Restricted Subsidiary from a financial point of view or stating that the terms are not materially less favorable to the Company or its relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Company or such Restricted Subsidiary with an unrelated Person on an arm’s-length basis;

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(6) any agreement as in effect as of the Issue Date, or any amendment thereto (so long as any such amendment is not disadvantageous to the Company when taken as a whole as compared to the applicable agreement as in effect on the Issue Date);

(7) the existence of, or the performance by the Company or any of its Restricted Subsidiaries of its obligations under the terms of, any stockholders agreement (including any registration rights agreement or purchase agreement related thereto) to which it is a party as of the Issue Date and any similar agreements which it may enter into thereafter; provided, however, that the existence of, or the performance by the Company or any of its Restricted Subsidiaries of obligations under any future amendment to any such existing agreement or under any similar agreement entered into after the Issue Date shall only be permitted by this clause (7) to the extent that the terms of any such amendment or new agreement are not otherwise disadvantageous to the Holders when taken as a whole;

(8) the Transactions and the payment of all fees and expenses related to the Transactions, in each case as disclosed in the this prospectus;

(9) transactions with customers, clients, suppliers, or purchasers or sellers of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of the Senior Note Indenture, which are fair to the Company and its Restricted Subsidiaries, in the reasonable determination of the board of directors of the Company or the senior management thereof, or are on terms at least as favorable as are reasonably likely to have been obtained at such time from an unaffiliated party;

(10) the issuance of Equity Interests (other than Disqualified Stock) of Company to any Permitted Holder or to any director, officer, employee or consultant;

(11) sales of accounts receivable, or participations therein, in connection with any Receivables Facility;

(12) payments by the Company or any of its Restricted Subsidiaries to any of the Investors for financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, including, without limitation, in connection with acquisitions or divestitures, which payments are approved in good faith by a majority of the board of directors of the Company;

(13) payments or loans (or cancellation of loans) to employees or consultants of the Company, any of its direct or indirect parent companies or any of its Restricted Subsidiaries and employment agreements, stock option plans and other similar arrangements with such employees or consultants which, in each case, are approved in good faith by the Company; and

(14) investments by the Investors in securities of the Company or any of its Restricted Subsidiaries so long as (i) the investment is being offered generally to other investors on the same or more favorable terms and (ii) the investment constitutes less than 5% of the proposed or outstanding issue amount of such class of securities.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries

The Company will not, and will not permit any of its Restricted Subsidiaries that is not a subsidiary co-issuer or a Guarantor to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any such Restricted Subsidiary to:

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

(b) pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries;

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

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(3) sell, lease or transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries,

except (in each case) for such encumbrances or restrictions existing under or by reason of:

(a) contractual encumbrances or restrictions in effect on the Issue Date, including pursuant to the Senior Credit Facilities and the related documentation;

(b) the Senior Note Indenture, the senior notes, the indenture governing the Subordinated Notes and the Subordinated Notes;

(c) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature discussed in clause (3) above on the property so acquired;

(d) applicable law or any applicable rule, regulation or order;

(e) any agreement or other instrument of a Person acquired by the Company or any of its Restricted Subsidiaries in existence at the time of such acquisition (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired;

(f) contracts for the sale of assets, including customary restrictions with respect to a Subsidiary of the Company pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary;

(g) Secured Indebtedness otherwise permitted to be incurred pursuant to the covenants described under “— Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock” and “— Liens” that limit the right of the debtor to dispose of the assets securing such Indebtedness;

(h) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;

(i) other Indebtedness, Disqualified Stock or Preferred Stock of Restricted Subsidiaries that are not subsidiary co-issuers or Guarantors permitted to be incurred subsequent to the Issue Date pursuant to the provisions of the covenant described under “— Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock;”

(j) customary provisions in joint venture agreements and other similar agreements relating solely to such joint venture;

(k) customary provisions contained in leases or licenses of intellectual property and other agreements, in each case, entered into in the ordinary course of business;

(l) any encumbrances or restrictions of the type referred to in clauses (1), (2) and (3) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (a) through (k) above; provided, however, that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Company, no more restrictive with respect to such encumbrance and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing; and

(m) restrictions created in connection with any Receivables Facility that, in the good faith determination of the Company are necessary or advisable to effect transactions contemplated under such Receivables Facility.

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Limitation on Guarantees of Indebtedness by Restricted Subsidiaries

The Company will not permit any of its Wholly Owned Subsidiaries that are Restricted Subsidiaries (and non-Wholly Owned Subsidiaries if such non-Wholly Owned Subsidiaries guarantee other Indebtedness) other than a subsidiary co-issuer or a Guarantor, to guarantee the payment of any Indebtedness of the Company or any Restricted Subsidiary unless:

(1) such Restricted Subsidiary within 30 days executes and delivers a supplemental indenture to the Senior Note Indenture providing for a Guarantee by such Restricted Subsidiary, except that with respect to a guarantee of Indebtedness of any Issuer or any Guarantor, if such Indebtedness is by its express terms subordinated in right of payment to the senior notes or such Guarantor’s Guarantee, any such guarantee by such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Guarantee substantially to the same extent as such Indebtedness is subordinated to the senior notes;

(2) such Restricted Subsidiary waives and will not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Company or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Guarantee; and

(3) such Restricted Subsidiary shall deliver to the Trustee an Opinion of Counsel to the effect that:

(a) such Guarantee has been duly executed and authorized; and

(b) such Guarantee constitutes a valid, binding and enforceable obligation of such Restricted Subsidiary, except insofar as enforcement thereof may be limited by bankruptcy, insolvency or similar laws (including, without limitation, all laws relating to fraudulent transfers) and except insofar as enforcement thereof is subject to general principles of equity;

provided, however, that this covenant shall not be applicable to any guarantee of any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary and was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary.

Reports and Other Information

Notwithstanding that the Company may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, the Senior Note Indenture requires the Company to file with the SEC (and make available to the Trustee and Holders of the senior notes (without exhibits), without cost to any Holder, within 15 days after it files them with the SEC) from and after the Issue Date,

(1) within 90 days after the end of each fiscal year (or such shorter period that would be applicable to the company if it were a U.S. company that is not a foreign private issuer and that is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act (a “U.S. Filer”) as the SEC may in the future prescribe), an annual report on Form 10-K (or any successor form) or Form 20-F (or any successor form) containing substantially the same information (including applicable certifications) that the Company would be required to include in Form 10-K (or any successor form) if the Company were a U.S. Filer; provided, that the financial statements included therein shall be prepared in accordance with U.S. GAAP; provided, further, that if any annual report is filed on Form 20-F, the certifications required by Form 10-K, but not Form 20-F, shall be made to the Holders of the senior notes and the Trustee as if such report had been made on Form 10-K and provided to the Trustee and made available to Holders, in lieu of being filed with the SEC;

(2) within 45 days after the end of each of the first three fiscal quarters of each fiscal year (or such shorter period that would be applicable to the Company if it were a U.S. Filer as the SEC may in the future prescribe), a report containing substantially the same information (including applicable certifications) required to be contained in Form 10-Q (or any successor form) that would be required if the

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Company were a U.S. Filer; provided, that the financial statements included therein shall be prepared in accordance with U.S. GAAP; provided, further, that if any quarterly report is filed on Form 6-K, the certifications required by Form 10-Q, but not Form 6-K, shall be made to the Holders of the senior notes and the Trustee as if such report had been made on Form 10-Q and provided to the Trustee and made available to Holders, in lieu of being filed with the SEC;

(3) within the time periods specified on Form 8-K after the occurrence of an event required to be therein reported, such other reports on the appropriate form for reporting current events containing substantially the same information required to be contained in Form 8-K (or any successor form) that would be required if the Company were a U.S. Filer; provided, that such reports may be furnished, rather than filed, to the extent U.S. Filers are permitted to do so by the SEC; and

(4) any other information, documents and other reports which the Company would be required to file with the SEC if it were a U.S. Filer; provided, that such reports may be furnished, rather than filed, to the extent U.S. Filers are permitted to do so by the SEC;

in each case, in a manner that complies in all material respects with the requirements specified in such form; provided, however, that the Company shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Company will make available such information to prospective purchasers of senior notes, in addition to providing such information to the Trustee and the Holders of the senior notes, in each case within 15 days after the time the Company would be required to file such information with the SEC, if it were subject to Section 13 or 15(d) of the Exchange Act. In addition, to the extent not satisfied by the foregoing, the Company will agree that, for so long as any senior notes are outstanding, it will furnish to Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

In the event that any direct or indirect parent company of the Company becomes a guarantor of the senior notes, the Senior Note Indenture permits the Company to satisfy its obligations in this covenant with respect to financial information relating to the Company by furnishing financial information relating to such parent; provided, however, that the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such parent, on the one hand, and the information relating to the Company and its Restricted Subsidiaries on a standalone basis, on the other hand.

Notwithstanding the foregoing, such requirements shall be deemed satisfied prior to the commencement of the exchange offer or the effectiveness of the shelf registration statement by (1) the filing with the SEC of the exchange offer registration statement or shelf registration statement, and any amendments thereto, with such financial information that satisfies Regulation S-X of the Securities Act or (2) by posting on its website or providing to the Trustee within 15 days of the time periods after the Company would have been required to file annual and interim reports with the SEC, the financial information (including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section) that would be required to be included in such reports, subject to exceptions consistent with the presentation of financial information in the Offering Memorandum.

Events of Default and Remedies

The Senior Note Indenture provides that each of the following is an Event of Default:

(1) default in payment when due and payable, upon redemption, acceleration or otherwise, of principal of, or premium, if any, on the senior notes;

(2) default for 30 days or more in the payment when due of interest or Additional Interest on or with respect to the senior notes;

(3) failure by any Issuer or any Guarantor for 60 days after receipt of written notice given by the Trustee or the Holders of not less than 30% in principal amount of the senior notes to comply with any of its obligations, covenants or agreements (other than a default referred to in clauses (1) and (2) above) contained in the Senior Note Indenture or the senior notes;

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(4) default under any mortgage, indenture or instrument under which there is issued or by which there is secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiaries or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries, other than Indebtedness owed to the Company or a Restricted Subsidiary, whether such Indebtedness or guarantee now exists or is created after the issuance of the senior notes, if both:

(a) such default either results from the failure to pay any principal of such Indebtedness at its stated final maturity (after giving effect to any applicable grace periods) or relates to an obligation other than the obligation to pay principal of any such Indebtedness at its stated final maturity and results in the holder or holders of such Indebtedness causing such Indebtedness to become due prior to its stated maturity; and

(b) the principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at stated final maturity (after giving effect to any applicable grace periods), or the maturity of which has been so accelerated, aggregate $50.0 million or more at any one time outstanding;

(5) failure by the Company or any Significant Subsidiary to pay final judgments aggregating in excess of $50.0 million, which final judgments remain unpaid, undischarged and unstayed for a period of more than 60 days after such judgment becomes final, and in the event such judgment is covered by insurance, an enforcement proceeding has been commenced by any creditor upon such judgment or decree which is not promptly stayed;

(6) certain events of bankruptcy or insolvency with respect to the Company or any Significant Subsidiary; or

(7) the Guarantee of any Significant Subsidiary shall for any reason cease to be in full force and effect or be declared null and void or any responsible officer of any Guarantor that is a Significant Subsidiary, as the case may be, denies that it has any further liability under its Guarantee or gives notice to such effect, other than by reason of the termination of the related Senior Note Indenture or the release of any such Guarantee in accordance with the Senior Note Indenture.

If any Event of Default (other than of a type specified in clause (6) above) occurs and is continuing under the Senior Note Indenture, the Trustee or the Holders of at least 30% in principal amount of the then total outstanding senior notes may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding senior notes to be due and payable immediately.

Upon the effectiveness of such declaration, such principal and interest will be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising under clause (6) of the first paragraph of this section, all outstanding senior notes will become due and payable without further action or notice. The Senior Note Indenture provides that the Trustee may withhold from the Holders notice of any continuing Default, except a Default relating to the payment of principal, premium, if any, or interest, if it determines that withholding notice is in their interest. In addition, the Trustee shall have no obligation to accelerate the senior notes if in the best judgment of the Trustee acceleration is not in the best interest of the Holders of the senior notes.

The Senior Note Indenture provides that the Holders of a majority in aggregate principal amount of the then outstanding senior notes by notice to the Trustee may on behalf of the Holders of all of the senior notes waive any existing Default and its consequences under the Senior Note Indenture except a continuing Default in the payment of interest on, premium, if any, or the principal of any senior note held by a non-consenting Holder. In the event of any Event of Default specified in clause (4) above, such Event of Default and all consequences thereof (excluding any resulting payment default, other than as a result of acceleration of the senior notes) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders, if within 20 days after such Event of Default arose:

(1) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged; or

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(2) holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default; or

(3) the default that is the basis for such Event of Default has been cured.

Subject to the provisions of the Senior Note Indenture relating to the duties of the Trustee thereunder, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Senior Note Indenture at the request or direction of any of the Holders of the senior notes unless the Holders have offered to the Trustee reasonable indemnity or security against any loss, liability or expense. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder of a senior note may pursue any remedy with respect to the Senior Note Indenture or the senior notes unless:

(1) such Holder has previously given the Trustee notice that an Event of Default is continuing;

(2) Holders of at least 30% in principal amount of the total outstanding senior notes have requested the Trustee to pursue the remedy;

(3) Holders of the senior notes have offered the Trustee reasonable security or indemnity against any loss, liability or expense;

(4) the Trustee has not complied with such request within 60 days after the receipt thereof and the offer of security or indemnity; and

(5) Holders of a majority in principal amount of the total outstanding senior notes have not given the Trustee a direction inconsistent with such request within such 60-day period.

Subject to certain restrictions, under the Senior Note Indenture the Holders of a majority in principal amount of the total outstanding senior notes are given the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Senior Note Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder of a senior note or that would involve the Trustee in personal liability.

The Senior Note Indenture provides that the Company is required to deliver to the Trustee annually a statement regarding compliance with the Senior Note Indenture, and the Company is required, within five Business Days, upon becoming aware of any Default, to deliver to the Trustee a statement specifying such Default.

No Personal Liability of Directors, Officers, Employees and Stockholders

No director, officer, employee, incorporator or stockholder of any Issuer or any Guarantor or any of their parent companies has any liability for any obligations of the Issuers or the Guarantors under the senior notes, the Guarantees or the Senior Note Indenture or for any claim based on, in respect of, or by reason of such obligations or their creation. Each Holder by accepting senior notes waives and releases all such liability. The waiver and release are part of the consideration for issuance of the senior notes. Such waiver may not be effective to waive liabilities under the federal securities laws and it is the view of the SEC that such a waiver is against public policy.

Legal Defeasance and Covenant Defeasance

The Issuers may, at their option and at any time, elect to have all of their obligations discharged with respect to the senior notes and to have each Guarantor’s obligation discharged with respect to its Guarantee (“Legal Defeasance”), and cure all then existing Events of Default, except for:

(1) the rights of Holders of senior notes to receive payments in respect of the principal of, premium, if any, and interest on the senior notes when such payments are due solely out of the trust created pursuant to the Senior Note Indenture;

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(2) the Issuers’ obligations with respect to senior notes concerning issuing temporary senior notes, registration of such senior notes, mutilated, destroyed, lost or stolen senior notes and the maintenance of an office or agency for payment and money for security payments held in trust;

(3) the rights, powers, trusts, duties and immunities of the Trustee, and the Issuers’ obligations in connection therewith; and

(4) the Legal Defeasance provisions of the Senior Note Indenture.

In addition, the Issuers may, at their option and at any time, elect to have their obligations and those of each Guarantor released with respect to certain covenants that are described in the Senior Note Indenture (“Covenant Defeasance”) and thereafter any omission to comply with such obligations shall not constitute a Default with respect to the senior notes. In the event Covenant Defeasance occurs, certain events (not including bankruptcy, receivership, rehabilitation and insolvency events pertaining to the Issuers) described under “Events of Default and Remedies” will no longer constitute an Event of Default with respect to the senior notes.

In order to exercise either Legal Defeasance or Covenant Defeasance with respect to the senior notes:

(1) the Issuers must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of the senior notes, cash in U.S. dollars, Government Securities, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, premium, if any, and interest due on the senior notes on the stated maturity date or on the redemption date, as the case may be, of such principal, premium, if any, or interest on such senior notes and the Issuers must specify whether such senior notes are being defeased to maturity or to a particular redemption date;

(2) in the case of Legal Defeasance, the Company shall have delivered to the Trustee (x) an Opinion of Counsel reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, (a) the Company has received from, or there has been published by, the United States Internal Revenue Service a ruling, or (b) since the issuance of the senior notes, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, subject to customary assumptions and exclusions, the Holders of the senior notes will not recognize income, gain or loss for U.S. federal income tax purposes, as applicable, as a result of such Legal Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred and (y) an opinion of Singapore counsel and of any other jurisdiction in which the Issuers are organized, resident or engaged in business for tax purposes that (a) Holders of the outstanding senior notes who are not resident or engaged in business in that jurisdiction will not become subject to tax in the jurisdiction as a result of such Legal Defeasance and will be subject for purposes of the tax laws of that jurisdiction to income tax on the same amounts, in the same manner and at the same times as would have been the case if Legal Defeasance had not occurred and (b) payments from the defeasance trust will be free or exempt from any and all withholding and other taxes of whatever nature of such jurisdiction or any political subdivision or taxing authority thereof or therein, except in the same manner and at the same times as would have been the case if Legal Defeasance had not occurred;

(3) in the case of Covenant Defeasance, the Company shall have delivered to the Trustee (x) an Opinion of Counsel reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, the Holders of the senior notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to such tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred and (y) an opinion of Singapore counsel and of any other jurisdiction in which the Issuers are organized, resident or engaged in business for tax purposes that (a) Holders of the outstanding senior notes who are not resident or engaged in business in that jurisdiction will not become subject to tax in the jurisdiction as a result of such Covenant Defeasance and will be subject for purposes of the tax laws of that jurisdiction to income tax on the same amounts, in the same

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manner and at the same times as would have been the case if Covenant Defeasance had not occurred and (b) payments from the defeasance trust will be free or exempt from any and all withholding and other taxes of whatever nature of such jurisdiction or any political subdivision or taxing authority thereof or therein, except in the same manner and at the same times as would have been the case if Covenant Defeasance had not occurred;

(4) no Default (other than that resulting from borrowing funds to be applied to make such deposit and the granting of Liens in connection therewith) shall have occurred and be continuing on the date of such deposit;

(5) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under the Senior Credit Facilities or any other material agreement or instrument (other than the Senior Note Indenture) to which, any Issuer or any Guarantor is a party or by which any Issuer or any Guarantor is bound;

(6) the Company shall have delivered to the Trustee an Officer’s Certificate stating that the deposit was not made by the Issuers with the intent of defeating, hindering, delaying or defrauding any creditors of the Issuers or any Guarantor or others; and

(7) the Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions and exclusions) each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance, as the case may be, have been complied with.

Satisfaction and Discharge

The Senior Note Indenture will be discharged and will cease to be of further effect as to all senior notes, when either:

(1) all senior notes theretofore authenticated and delivered, except lost, stolen or destroyed senior notes which have been replaced or paid and senior notes for whose payment money has theretofore been deposited in trust, have been delivered to the Trustee for cancellation; or

(2) (a) all senior notes not theretofore delivered to the Trustee for cancellation have become due and payable by reason of the making of a notice of redemption or otherwise, will become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by such Trustee in the name, and at the expense, of the Issuers and the Issuers or any Guarantor have irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders of the senior notes, cash in U.S. dollars, Government Securities, or a combination thereof, in such amounts as will be sufficient without consideration of any reinvestment of interest to pay and discharge the entire indebtedness on the senior notes not theretofore delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption;

(b) no Default (other than that resulting from borrowing funds to be applied to make such deposit) with respect to the Senior Note Indenture or the senior notes shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under the Senior Credit Facilities or any other material agreement or instrument (other than the Senior Note Indenture) to which any Issuer or any Guarantor is a party or by which any Issuer or any Guarantor is bound;

(c) the Issuers have paid or caused to be paid all sums payable by it under the Senior Note Indenture; and

(d) the Issuers have delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the senior notes at maturity or the redemption date, as the case may be.

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In addition, the Company must deliver an Officer’s Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied.

Amendment, Supplement and Waiver

Except as provided in the next two succeeding paragraphs, the Senior Note Indenture, any Guarantee and the senior notes may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the senior notes then outstanding, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, senior notes, and any existing Default or compliance with any provision of the Senior Note Indenture or the senior notes issued thereunder may be waived with the consent of the Holders of a majority in principal amount of the then outstanding senior notes, other than senior notes beneficially owned by any Issuer or its Affiliates (including consents obtained in connection with a purchase of or tender offer or exchange offer for the senior notes).

The Senior Note Indenture provides that, without the consent of each affected Holder of senior notes, an amendment or waiver may not, with respect to any senior notes held by a non-consenting Holder:

(1) reduce the principal amount of such senior notes whose Holders must consent to an amendment, supplement or waiver;

(2) reduce the principal of or change the fixed final maturity of any such senior note or alter or waive the provisions with respect to the redemption of such senior notes (other than provisions relating to the covenants described above under the caption “Repurchase at the Option of Holders”);

(3) reduce the rate of or change the time for payment of interest on any senior note;

(4) waive a Default in the payment of principal of or premium, if any, or interest on the senior notes, except a rescission of acceleration of the senior notes by the Holders of at least a majority in aggregate principal amount of the senior notes and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in the Senior Note Indenture or any Guarantee which cannot be amended or modified without the consent of all Holders;

(5) make any senior note payable in money other than that stated therein;

(6) make any change in the provisions of the Senior Note Indenture relating to waivers of past Defaults or the rights of Holders to receive payments of principal of or premium, if any, or interest on the senior notes;

(7) make any change in these amendment and waiver provisions;

(8) impair the right of any Holder to receive payment of principal of, or interest on such Holder’s senior notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s senior notes;

(9) make any change to or modify the ranking of the senior notes that would adversely affect the Holders;

(10) except as expressly permitted by the Senior Note Indenture, modify the Guarantees of any Significant Subsidiary in any manner adverse to the Holders of the senior notes; or

(11) amend or modify the provisions described under “— Additional Amounts.”

Notwithstanding the foregoing, the Issuers, any Guarantor (with respect to a Guarantee or the Senior Note Indenture to which it is a party) and the Trustee may amend or supplement the Senior Note Indenture and any Guarantee or senior notes without the consent of any Holder;

(1) to cure any ambiguity, omission, mistake, defect or inconsistency;

(2) to provide for uncertificated senior notes of such series in addition to or in place of certificated senior notes;

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(3) to comply with the covenant relating to mergers, consolidations and sales of assets;

(4) to provide the assumption of the Issuers’ or any Guarantor’s obligations to the Holders;

(5) to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights under the Senior Note Indenture of any such Holder;

(6) to add covenants for the benefit of the Holders or to surrender any right or power conferred upon any Issuer or any Guarantor;

(7) to comply with requirements of the SEC in order to effect or maintain the qualification of the Senior Note Indenture under the Trust Indenture Act;

(8) to evidence and provide for the acceptance and appointment under the Senior Note Indenture of a successor Trustee thereunder pursuant to the requirements thereof;

(9) to provide for the issuance of exchange notes or private exchange notes, which are identical to exchange notes except that they are not freely transferable;

(10) to add a Guarantor under the Senior Note Indenture;

(11) to conform the text of the Senior Note Indenture, Guarantees or the senior notes to any provision of this “Description of Exchange Senior Notes” to the extent that such provision in this “Description of Exchange Senior Notes” was intended to be a verbatim recitation of a provision of the Senior Note Indenture, Guarantee or senior notes;

(12) to make any amendment to the provisions of the Senior Note Indenture relating to the transfer and legending of senior notes as permitted by the Senior Note Indenture, including, without limitation to facilitate the issuance and administration of the senior notes; provided, however, that (i) compliance with the Senior Note Indenture as so amended would not result in senior notes being transferred in violation of the Securities Act or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer senior notes; or

(13) to make any other modifications to the senior notes or the Senior Note Indenture of a formal, minor or technical nature or necessary to correct a manifest error or upon Opinion of Counsel to comply with mandatory provisions of the law of Singapore or other foreign law requirement, so long as such modification does not adversely affect the rights of any Holder of the senior notes in any material respect.

The consent of the Holders is not necessary under the Senior Note Indenture to approve the particular form of any proposed amendment. It is sufficient if such consent approves the substance of the proposed amendment.

Notices

Notices given by publication will be deemed given on the first date on which publication is made and notices given by first-class mail, postage prepaid, will be deemed given five calendar days after mailing.

Enforceability of Judgments

Since a majority of the assets of the Company and its Subsidiaries are outside the United States, any judgment obtained in the United States against the Company or a Guarantor, including judgments relating to the payment of principal, interest, Additional Interest, Additional Amounts, redemption price and any purchase price of the senior notes, may not be entirely collectible, or collectible at all, within the United States.

The Company has been advised that the applicable laws of Singapore permit an action for debt to be brought in a court of competent jurisdiction in Singapore on a final and conclusive judgment in personam on merits properly obtained against the Company in a United States federal court or a court of the State of New York sitting in the Borough of Manhattan in the City of New York, respecting the enforcement of the senior notes, the Senior Note Indenture or the registration rights agreement relating to the senior notes that is not impeachable as void or voidable under the laws of the State of New York and that is for a specified sum in

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money and which could be enforced by execution against the Company in the jurisdiction of the relevant court and has not been stayed or satisfied in whole if:

•  the relevant court that rendered the judgment has jurisdiction over the Company, as recognized by the courts of Singapore and in compliance with Singapore’s conflict of laws rules and submission by the Company in the Senior Note Indenture to the jurisdiction of the New York court will be sufficient for this purpose;

•  the judgment was not obtained by fraud or in a manner contrary to natural justice and the enforcement thereof would not be inconsistent with public policy, as that term is understood under the applicable laws of Singapore;

•  the enforcement of the judgment does not constitute, directly or indirectly, the enforcement of foreign revenue, expropriatory, public or penal laws; and

•  the action to enforce the judgment is commenced within the applicable limitation period.

Concerning the Trustee

The Senior Note Indenture contains certain limitations on the rights of the Trustee thereunder, should it become a creditor of the Issuers, to obtain payment of claims in certain cases, or to realize on certain property received in respect of any such claim as security or otherwise. The Trustee will be permitted to engage in other transactions; however, if it acquires any conflicting interest it must eliminate such conflict within 90 days, apply to the SEC for permission to continue or resign.

The Senior Note Indenture provides that the Holders of a majority in principal amount of the outstanding senior notes have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee, subject to certain exceptions. The Senior Note Indenture provides that in case an Event of Default shall occur (which shall not be cured), the Trustee will be required, in the exercise of its power, to use the degree of care of a prudent person in the conduct of his own affairs. Subject to such provisions, the Trustee will be under no obligation to exercise any of its rights or powers under the Senior Note Indenture at the request of any Holder of the senior notes, unless such Holder shall have offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense.

Governing Law

The Senior Note Indenture, the senior notes and any Guarantee are governed by and construed in accordance with the laws of the State of New York.

Certain Definitions

Set forth below are certain defined terms used in the Senior Note Indenture. For purposes of the Senior Note Indenture, unless otherwise specifically indicated, the term “consolidated” with respect to any Person refers to such Person consolidated with its Restricted Subsidiaries, and excludes from such consolidation any Unrestricted Subsidiary as if such Unrestricted Subsidiary were not an Affiliate of such Person.

“Acquired Indebtedness” means, with respect to any specified Person,

(1) Indebtedness of any other Person existing at the time such other Person is merged with or into or became a Restricted Subsidiary of such specified Person, including Indebtedness incurred in connection with, or in contemplation of, such other Person merging with or into or becoming a Restricted Subsidiary of such specified Person, and

(2) Indebtedness secured by a Lien encumbering any asset acquired by such specified Person.

“Additional Amounts” shall have the definition set forth under “— Additional Amounts.” All references in this prospectus to payments of principal of, premium, if any, and interest on the senior notes shall be deemed to include any applicable Additional Amounts that may become payable in respect of the senior notes.

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“Additional Interest” means all additional interest then owing pursuant to a registration rights agreement.

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

“Agilent” means Agilent Technologies, Inc.

“Applicable Premium” means, with respect to any senior note on any redemption date, the greater of:

(1) 1.0% of the principal amount of such senior note; and

(2) the excess, if any, of (a) the present value at such Redemption Date of (i) the redemption price of such senior note at December 1, 2007 (with respect to any floating rate senior note) or December 1, 2009 (with respect to any fixed rate senior note) (each such redemption price being set forth in the table appearing above under the caption “Optional Redemption”), plus (ii) all required interest payments due on such senior note through December 1, 2007 (with respect to any floating rate senior note, assuming that the rate of interest on the floating rate senior notes for the period from the Redemption Date through December 1, 2007 will be equal to the rate of interest on the floating rate senior notes in effect on the date on which the applicable notice of redemption is given) or December 1, 2009 (with respect to any fixed rate senior note) (excluding accrued but unpaid interest to the Redemption Date), computed using a discount rate equal to the Treasury Rate as of such Redemption Date plus 50 basis points; over (b) the principal amount of such senior note.

“Asset Sale” means:

(1) the sale, conveyance, transfer or other disposition, whether in a single transaction or a series of related transactions, of property or assets (including by way of a Sale and Lease-Back Transaction) of the Company or any of its Restricted Subsidiaries (each referred to in this definition as a “disposition”); or

(2) the issuance or sale of Equity Interests of any Restricted Subsidiary (other than Preferred Stock of Restricted Subsidiaries issued in compliance with the covenant described under “— Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock”), whether in a single transaction or a series of related transactions;

in each case, other than:

(a) any disposition of Cash Equivalents or Investment Grade Securities or obsolete or worn out equipment in the ordinary course of business or any disposition of inventory or goods (or other assets) held for sale in the ordinary course of business;

(b) the disposition of all or substantially all of the assets of the Company in a manner permitted pursuant to the provisions described above under “Certain Covenants — Merger, Consolidation or Sale of All or Substantially All Assets” or any disposition that constitutes a Change of Control pursuant to the Senior Note Indenture;

(c) the making of any Restricted Payment or Permitted Investment that is permitted to be made, and is made, under the covenant described above under “Certain Covenants — Limitation on Restricted Payments;”

(d) any disposition of assets or issuance or sale of Equity Interests of any Restricted Subsidiary in any transaction or series of transactions with an aggregate fair market value of less than $15.0 million;

(e) any disposition of property or assets or issuance of securities by a Restricted Subsidiary of the Company to the Company or by the Company or a Restricted Subsidiary of the Company to another Restricted Subsidiary of the Company;

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(f) to the extent allowable under Section 1031 of the Internal Revenue Code of 1986 or comparable law or regulation, any exchange of like property (excluding any boot thereon) for use in a Similar Business;

(g) the lease, assignment or sub-lease of any real or personal property in the ordinary course of business;

(h) any issuance or sale of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary;

(i) foreclosures on assets;

(j) sales of accounts receivable, or participations therein, in connection with any Receivables Facility; and

(k) any financing transaction with respect to property built or acquired by the Company or any Restricted Subsidiary after the Issue Date, including Sale and Lease-Back Transactions and asset securitizations permitted by the Senior Note Indenture.

“Business Day” means each day which is not a Legal Holiday.

“Capitalized Lease Obligation” means, at the time any determination thereof is to be made, the amount of the liability in respect of a capital lease that would at such time be required to be capitalized and reflected as a liability on a balance sheet (excluding the footnotes thereto) in accordance with GAAP.

“Capital Stock” means:

(1) in the case of a corporation, corporate stock;

(2) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;

(3) in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and

(4) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person.

“Cash Equivalents” means:

(1) United States dollars;

(2) (a) euro or any national currency of any participating member state of the EMU; or (b) in the case of any Foreign Subsidiary that is a Restricted Subsidiary, such local currencies held by them from time to time in the ordinary course of business;

(3) securities issued or directly and fully and unconditionally guaranteed or insured by the U.S. government or any agency or instrumentality thereof, the government of the Republic of Singapore, the World Bank or the Asian Development Bank, the securities of which are unconditionally guaranteed as a full faith and credit obligation of any such government or entity with maturities of 24 months or less from the date of acquisition;

(4) certificates of deposit, time deposits and eurodollar time deposits with maturities of one year or less from the date of acquisition, bankers’ acceptances with maturities not exceeding one year and overnight bank deposits, in each case with any commercial bank having capital and surplus of not less than $500.0 million in the case of U.S. banks and $100.0 million (or the U.S. dollar equivalent as of the date of determination) in the case of non-U.S. banks;

(5) repurchase obligations for underlying securities of the types described in clauses (3) and (4) entered into with any financial institution meeting the qualifications specified in clause (4) above;

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(6) commercial paper rated at least P-1 by Moody’s or at least A-1 by S&P and in each case maturing within 24 months after the date of creation thereof;

(7) marketable short-term money market and similar securities having a rating of at least P-2 or A-2 from either Moody’s or S&P, respectively (or, if at any time neither Moody’s nor S&P shall be rating such obligations, an equivalent rating from another Rating Agency) and in each case maturing within 24 months after the date of creation thereof;

(8) investment funds investing 95% of their assets in securities of the types described in clauses (1) through (7) above;

(9) readily marketable direct obligations issued by any state, commonwealth or territory of the United States or any political subdivision or taxing authority thereof having an Investment Grade Rating from either Moody’s or S&P with maturities of 24 months or less from the date of acquisition; and

(10) Indebtedness or Preferred Stock issued by Persons with a rating of “A” or higher from S&P or “A2” or higher from Moody’s with maturities of 24 months or less from the date of acquisition.

Notwithstanding the foregoing, Cash Equivalents shall include amounts denominated in currencies other than those set forth in clauses (1) and (2) above, provided that such amounts are converted into any currency listed in clauses (1) and (2) as promptly as practicable and in any event within ten Business Days following the receipt of such amounts.

“Change of Control” means the occurrence of any of the following:

(1) the sale, lease or transfer, in one or a series of related transactions, of all or substantially all of the assets of the Company and its Subsidiaries, taken as a whole, to any Person other than a Permitted Holder; or

(2) the Company becomes aware of (by way of a report or any other filing pursuant to Section 13(d) of the Exchange Act, proxy, vote, written notice or otherwise) the acquisition by any Person or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision), including any group acting for the purpose of acquiring, holding or disposing of securities (within the meaning of Rule 13d-5(b)(1) under the Exchange Act), other than the Permitted Holders, in a single transaction or in a related series of transactions, by way of merger, consolidation or other business combination or purchase of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act, or any successor provision) of 50% or more of the total voting power of the Voting Stock of the Company or any of its direct or indirect parent companies holding directly or indirectly 100% of the total voting power of the Voting Stock of the Company.

“Company” has the meaning set forth in the first paragraph under “General,” provided that when used in the context of determining the fair market value of an asset or liability under the Senior Note Indenture, “Company” shall be deemed to mean the board of directors of the Company when the fair market value is equal to or in excess of $50.0 million (unless otherwise expressly stated).

“Consolidated Depreciation and Amortization Expense” means, with respect to any Person for any period, the total amount of depreciation and amortization expense, including the amortization of deferred financing fees of such Person and its Restricted Subsidiaries for such period on a consolidated basis and otherwise determined in accordance with GAAP.

“Consolidated Interest Expense” means, with respect to any Person for any period, without duplication, the sum of:

(1) consolidated interest expense of such Person and its Restricted Subsidiaries for such period, to the extent such expense was deducted (and not added back) in computing Consolidated Net Income (including (a) amortization of original issue discount resulting from the issuance of Indebtedness at less than par, (b) all commissions, discounts and other fees and charges owed with respect to letters of credit or bankers acceptances, (c) non-cash interest payments (but excluding any non-cash interest expense attributable to the movement in the mark to market valuation of Hedging Obligations or other derivative

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instruments pursuant to GAAP), (d) the interest component of Capitalized Lease Obligations, and (e) net payments, if any, pursuant to interest rate Hedging Obligations with respect to Indebtedness, and excluding (t) accretion or accrual of discounted liabilities other than Indebtedness, (u) any expense resulting from the discounting of any Indebtedness in connection with the application of purchase accounting in connection with any acquisition, (v) any Additional Interest and any comparable “Additional Interest” with respect to the Subordinated Notes or other securities (w) amortization of deferred financing fees, debt issuance costs, commissions, fees and expenses, (x) any expensing of bridge, commitment and other financing fees, (y) interest with respect to Indebtedness of any direct or indirect parent of such Person appearing upon the balance sheet of such Person solely by reason of push-down accounting under GAAP, and (z) Receivables Fees and any other commissions, discounts, yield and other fees and charges (including any interest expense) related to a Receivables Facility); plus

(2) consolidated capitalized interest of such Person and its Restricted Subsidiaries for such period, whether paid or accrued; less

(3) interest income for such period.

For purposes of this definition, interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by such Person to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP.

“Consolidated Net Income” means, with respect to any Person for any period, the aggregate of the Net Income of such Person and its Restricted Subsidiaries for such period, on a consolidated basis, and otherwise determined in accordance with GAAP; provided, however, that, without duplication,

(1) any after-tax effect of extraordinary, non-recurring or unusual gains or losses (less all fees and expenses relating thereto) or extraordinary, non-recurring or unusual expenses, severance, relocation costs and curtailments or modifications to pension and post-retirement employee benefit plans and, to the extent incurred on or prior to April 30, 2007, other expenses (including start-up and transition costs) relating to the Transactions, shall be excluded,

(2) the cumulative effect of a change in accounting principles during such period shall be excluded,

(3) any after-tax effect of income (loss) from disposed, abandoned, transferred, closed or discontinued operations and any net after-tax gains or losses on disposal of disposed, abandoned, transferred, closed or discontinued operations shall be excluded,

(4) any after-tax effect of gains or losses (less all fees and expenses relating thereto) attributable to asset dispositions other than in the ordinary course of business, as determined in good faith by the Company, shall be excluded,

(5) the Net Income for such period of any Person that is not a Subsidiary, or is an Unrestricted Subsidiary, or that is accounted for by the equity method of accounting, shall be excluded; provided, however, that Consolidated Net Income of the Company shall be increased by the amount of dividends or distributions or other payments that are actually paid in cash (or to the extent converted into cash) to the referent Person or a Restricted Subsidiary thereof in respect of such period,

(6) solely for the purpose of determining the amount available for Restricted Payments under clause (3)(a) of the first paragraph of “Certain Covenants — Limitation on Restricted Payments,” the Net Income for such period of any Restricted Subsidiary (other than any subsidiary co-issuer or any Guarantor) shall be excluded if the declaration or payment of dividends or similar distributions by that Restricted Subsidiary of its Net Income is not at the date of determination wholly permitted without any prior governmental approval (which has not been obtained) or, directly or indirectly, by the operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule, or governmental regulation applicable to that Restricted Subsidiary or its stockholders, unless such restriction with respect to the payment of dividends or similar distributions has been legally waived, provided that Consolidated Net Income of the Company will be increased by the amount of dividends or other distributions or other payments actually paid in cash (or to the extent converted into cash) to the

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Company or a Restricted Subsidiary thereof in respect of such period, to the extent not already included therein,

(7) effects of adjustments (including the effects of such adjustments pushed down to the Company and its Restricted Subsidiaries) in the property and equipment, inventory, intangible assets, deferred revenue and debt line items in such Person’s consolidated financial statements pursuant to GAAP resulting from the application of purchase accounting in relation to the Transactions or any consummated acquisition or the amortization or write-off (including the write-off of in-process research and development in connection with the Transactions) of any amounts thereof, net of taxes, shall be excluded,

(8) any after-tax effect of income (loss) from the early extinguishment of Indebtedness or Hedging Obligations or other derivative instruments shall be excluded,

(9) any impairment charge or asset write-off, in each case, pursuant to GAAP and the amortization of intangibles arising pursuant to GAAP shall be excluded,

(10) any non-cash compensation expense recorded from grants of stock appreciation or similar rights, stock options, restricted stock or other rights shall be excluded,

(11) any fees and expenses incurred during such period, or any amortization thereof for such period, in connection with any acquisition, disposition, recapitalization, Investment, Asset Sale, issuance or repayment of Indebtedness, issuance of Equity Interests, refinancing transaction or amendment or modification of any debt instrument (in each case, including any such transaction consummated prior to the Issue Date and any such transaction undertaken but not completed) and any charges or non-recurring merger costs incurred during such period as a result of any such transaction shall be excluded, and

(12) accruals and reserves that are established or adjusted as a result of the Transactions in accordance with GAAP or changes as a result of adoption of or modification of accounting policies, in each case, within twelve months after the Issue Date, shall be excluded.

Notwithstanding the foregoing, for the purpose of the covenant described under “Certain Covenants — Limitation on Restricted Payments” only (other than clause (3)(d) thereof), there shall be excluded from Consolidated Net Income any income arising from any sale or other disposition of Restricted Investments made by the Company and its Restricted Subsidiaries, any repurchases and redemptions of Restricted Investments from the Company and its Restricted Subsidiaries, any repayments of loans and advances which constitute Restricted Investments by the Company or any of its Restricted Subsidiaries, any sale of the stock of an Unrestricted Subsidiary or any distribution or dividend from an Unrestricted Subsidiary, in each case only to the extent such amounts increase the amount of Restricted Payments permitted under such covenant pursuant to clause (3)(d) thereof.

“Consolidated Net Tangible Assets” means the total amount of assets (less applicable reserves and other properly deductible items) after deducting (i) all current liabilities (excluding the amount of those which are by their terms extendable or renewable at the option of the obligor to a date more than 12 months after the date as of which the amount is being determined) and (2) all goodwill, tradenames, patents, unamortized debt discount and expense and other intangible assets, all as set forth on the most recent balance sheet of the Company and its consolidated Restricted Subsidiaries and determined in accordance with GAAP.

“Consolidated Secured Debt Ratio” as of any date of determination means, the ratio of (1) Consolidated Total Indebtedness of the Company and its Restricted Subsidiaries that is secured by Liens as of the end of the most recent fiscal period for which internal financial statements are available immediately preceding the date on which such event for which such calculation is being made shall occur to (2) the Company’s EBITDA for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such event for which such calculation is being made shall occur, in each case with such pro forma adjustments to Consolidated Total Indebtedness and EBITDA as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of Fixed Charge Coverage Ratio.

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“Consolidated Senior Credit Facilities Debt Ratio” as of any date of determination means, the ratio of (1) Indebtedness of the Company and its Restricted Subsidiaries outstanding under the Senior Credit Facilities (other than any second lien tranche of Indebtedness under the Senior Credit Facilities issued subsequent to the Issue Date) as of the end of the most recent fiscal period for which internal financial statements are available immediately preceding the date on which such event for which such calculation is being made shall occur, minus the aggregate cash included in the cash accounts listed on the consolidated balance sheet of the Company and its Restricted Subsidiaries in excess of $15.0 million and undrawn letters of credit to (2) the Company’s EBITDA for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such event for which such calculation is being made shall occur, in each case with such pro forma adjustments to (a) Indebtedness under the Senior Credit Facilities and EBITDA as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of Fixed Charge Coverage Ratio and (b) cash accounts, after giving pro forma effect to any Restricted Payments pursuant to clause (17) of the covenant described under “Certain Covenants — Limitation on Restricted Payments.”

“Consolidated Total Indebtedness” means, as at any date of determination, an amount equal to the sum of (1) the aggregate amount of all outstanding Indebtedness of the Company and its Restricted Subsidiaries on a consolidated basis consisting of Indebtedness for borrowed money, Obligations in respect of Capitalized Lease Obligations and debt obligations evidenced by promissory notes and similar instruments (and excluding, for the avoidance of doubt, all obligations relating to Receivables Facilities) and (2) the aggregate amount of all outstanding Disqualified Stock of the Company and all Preferred Stock of its Restricted Subsidiaries on a consolidated basis, with the amount of such Disqualified Stock and Preferred Stock equal to the greater of their respective voluntary or involuntary liquidation preferences and maximum fixed repurchase prices, in each case determined on a consolidated basis in accordance with GAAP. For purposes hereof, the “maximum fixed repurchase price” of any Disqualified Stock or Preferred Stock that does not have a fixed repurchase price shall be calculated in accordance with the terms of such Disqualified Stock or Preferred Stock as if such Disqualified Stock or Preferred Stock were purchased on any date on which Consolidated Total Indebtedness shall be required to be determined pursuant to the Senior Note Indenture, and if such price is based upon, or measured by, the fair market value of such Disqualified Stock or Preferred Stock, such fair market value shall be determined reasonably and in good faith by the Company.

“Consolidated Total Leverage Ratio” as of any date of determination means, the ratio of (1) Consolidated Total Indebtedness of the Company and its Restricted Subsidiaries as of the end of the most recent fiscal period for which internal financial statements are available immediately preceding the date on which such event for which such calculation is being made shall occur to (2) the Company’s EBITDA for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such event for which such calculation is being made shall occur, in each case with such pro forma adjustments to Consolidated Total Indebtedness and EBITDA as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of Fixed Charge Coverage Ratio.

“Contingent Obligations” means, with respect to any Person, any obligation of such Person guaranteeing any leases, dividends or other obligations that do not constitute Indebtedness (“primary obligations”) of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, including, without limitation, any obligation of such Person, whether or not contingent,

(1) to purchase any such primary obligation or any property constituting direct or indirect security therefor,

(2) to advance or supply funds

(a) for the purchase or payment of any such primary obligation, or

(b) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, or

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(3) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation against loss in respect thereof.

“Credit Facilities” means, with respect to the Company or any of its Restricted Subsidiaries, one or more debt facilities, including the Senior Credit Facilities, or other financing arrangements (including, without limitation, commercial paper facilities or indentures) providing for revolving credit loans, term loans, letters of credit or other long-term indebtedness, including any notes, mortgages, guarantees, collateral documents, instruments and agreements executed in connection therewith, and any amendments, supplements, modifications, extensions, renewals, restatements or refundings thereof and any indentures or credit facilities or commercial paper facilities that replace, refund or refinance any part of the loans, notes, other credit facilities or commitments thereunder, including any such replacement, refunding or refinancing facility or indenture that increases the amount permitted to be borrowed thereunder or alters the maturity thereof (provided that such increase in borrowings is permitted under “Certain Covenants — Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock”) or adds Restricted Subsidiaries as additional borrowers or guarantors thereunder and whether by the same or any other agent, lender or group of lenders.

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

“Designated Asset Sales” means Asset Sales of business units or product lines and related assets (other than the Electronics Components Business Unit), in each case substantially as an entirety, which are designated as “Designated Asset Sales,” pursuant to an Officer’s Certificate executed by the principal financial officer of the Company on the date of sale, the net proceeds of which shall be permitted to be used to redeem the senior notes in accordance with the covenant described under “Optional Redemption” or to make Restricted Payments set forth in clause (17) of the second paragraph of the covenant described under “Certain Covenants — Limitation on Restricted Payments;” provided, however, (i) that after giving pro forma effect to any such Designated Asset Sale and the application of such net proceeds, the Company’s Consolidated Senior Credit Facilities Debt Ratio would be less than or equal to (x) the Company’s Consolidated Senior Credit Facilities Debt Ratio immediately prior to such asset sale and (y) 1.5 to 1.0, (ii) after giving pro forma effect to any such Designated Asset Sale and the application of such net proceeds, the Company’s Consolidated Total Leverage Ratio shall be less than or equal to (x) the Company’s Consolidated Total Leverage Ratio immediately prior to such asset sale and (y) 3.0 to 1.0, and (iii) at the time of such Designated Asset Sale, at least $250.0 million of outstanding term Indebtedness under the Senior Credit Facilities outstanding on the Issue Date or subsequent to the Issue Date pursuant to the Tranche B-2 Term Loan Commitment (as defined in the Senior Credit Facilities as in effect on the Issue Date) shall have been repaid since the Issue Date; provided further, however, that the Company will not be required to satisfy the conditions under clause (2) of the first paragraph of “Repurchase at the Option of Holders — Asset Sales” if the Company intends in good faith at the time such Designated Asset Sale is consummated, as evidenced in the Officer’s Certificate, to use any non-cash consideration in excess of the amount otherwise permitted by the provisions of such clause (2) to make Restricted Payments pursuant to clause (17) of the second paragraph of “Certain Covenants — Limitation on Restricted Payments.”

“Designated Non-cash Consideration” means the fair market value of non-cash consideration received by the Company or a Restricted Subsidiary in connection with an Asset Sale that is so designated as Designated Non-cash Consideration pursuant to an Officer’s Certificate, setting forth the basis of such valuation, executed by the principal financial officer of the Company, less the amount of cash or Cash Equivalents received in connection with a subsequent sale of or collection on such Designated Non-cash Consideration.

“Designated Preferred Stock” means Preferred Stock of the Company or any parent corporation thereof (in each case other than Disqualified Stock) that is issued for cash (other than to a Restricted Subsidiary or an employee stock ownership plan or trust established by the Company or any of its Subsidiaries) and is so designated as Designated Preferred Stock, pursuant to an Officer’s Certificate executed by the principal financial officer of the Company or the applicable parent corporation thereof, as the case may be, on the

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issuance date thereof, the cash proceeds of which are excluded from the calculation set forth in clause (3) of the first paragraph of the “Certain Covenants — Limitation on Restricted Payments” covenant.

“Disqualified Stock” means, with respect to any Person, any Capital Stock of such Person which, by its terms, or by the terms of any security into which it is convertible or for which it is putable or exchangeable, or upon the happening of any event, matures or is mandatorily redeemable (other than solely as a result of a change of control or asset sale) pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the holder thereof (other than solely as a result of a change of control or asset sale), in whole or in part, in each case prior to the date 91 days after the earlier of the maturity date of the senior notes or the date the senior notes are no longer outstanding; provided, however, that if such Capital Stock is issued to any plan for the benefit of employees of the Company or its Subsidiaries or by any such plan to such employees, such Capital Stock shall not constitute Disqualified Stock solely because it may be required to be repurchased by the Company or its Subsidiaries in order to satisfy applicable statutory or regulatory obligations.

“EBITDA” means, with respect to any Person for any period, the Consolidated Net Income of such Person for such period

(1) increased (without duplication) by:

(a) provision for taxes based on income or profits or capital, including, without limitation, state, franchise and similar taxes and foreign withholding taxes of such Person paid or accrued during such period deducted (and not added back) in computing Consolidated Net Income; plus

(b) Fixed Charges of such Person for such period including (x) net losses or Hedging Obligations or other derivative instruments entered into for the purpose of hedging interest rate risk and (y) costs of surety bonds in connection with financing activities, in each case, to the extent included in Fixed Charges to the extent the same was deducted (and not added back) in calculating such Consolidated Net Income; plus

(c) Consolidated Depreciation and Amortization Expense of such Person for such period to the extent the same were deducted (and not added back) in computing Consolidated Net Income; plus

(d) the amount of any restructuring charge or reserve deducted (and not added back) in such period in computing Consolidated Net Income, including any one-time costs incurred in connection with acquisitions after the Issue Date and costs related to the closure and/or consolidation of facilities; plus

(e) any other non-cash charges, including any write off or write downs, reducing Consolidated Net Income for such period (provided that if any such non-cash charges represent an accrual or reserve for potential cash items in any future period, the cash payment in respect thereof in such future period shall be subtracted from EBITDA to such extent, and excluding amortization of a prepaid cash item that was paid in a prior period); plus

(f) the amount of any minority interest expense consisting of Subsidiary income attributable to minority equity interests of third parties in any non-Wholly Owned Subsidiary deducted (and not added back) in such period in calculating Consolidated Net Income; plus

(g) the amount of management, monitoring, consulting and advisory fees and related expenses paid in such period to the Investors to the extent otherwise permitted under “Certain Covenants — Transactions with Affiliates;” plus

(h) for any period that includes a fiscal quarter occurring prior to the fifth fiscal quarter after the Issue Date, the excess of (A) any expenses allocated by Agilent to the historical financial statements of its Semiconductor Products Business segment for services and other items provided previously by Agilent, and any expenses of the type previously allocated by Agilent that are incurred by the Company and its Restricted Subsidiaries on or after the Issue Date and prior to the fifth fiscal quarter after the Issue Date, over (B) the portion of the $157 million of annual stand-alone expenses allocated in lieu of the expenses described in clause (A) applicable to such period (which

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adjustments may be incremental to, but not duplicative of, pro forma adjustments made pursuant to the second paragraph of the definition of “Fixed Charge Coverage Ratio”); plus

(i) commencing with the fifth fiscal quarter following the Issue Date, the amount of net cost savings projected by the Company in good faith to be realized as a result of specified actions taken by the Company and its Restricted Subsidiaries (calculated on a pro forma basis as though such cost savings had been realized on the first day of such period), net of the amount of actual benefits realized during such period from such actions; provided, however, that (x) such cost savings are reasonably identifiable and factually supportable, (y) such actions are taken on or prior to the third anniversary of the Issue Date and (z) the aggregate amount of cost savings added pursuant to this clause (i) shall not exceed $15.0 million for any four consecutive quarter period (which adjustments may be incremental to, but not duplicative of, pro forma adjustments made pursuant to the second paragraph of the definition of “Fixed Charge Coverage Ratio”); plus

(j) any costs or expense incurred by the Company or a Restricted Subsidiary pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or any stock subscription or shareholder agreement, to the extent that such cost or expenses are funded with cash proceeds contributed to the capital of the Company or net cash proceeds of an issuance of Equity Interest of the Company (other than Disqualified Stock) solely to the extent that such net cash proceeds are excluded from the calculation set forth in clause (3) of the first paragraph under “Certain Covenants — Limitation on Restricted Payments;”

(2) decreased by (without duplication) non-cash gains increasing Consolidated Net Income of such Person for such period, excluding any non-cash gains to the extent they represent the reversal of an accrual or reserve for a potential cash item that reduced EBITDA in any prior period, and

(3) increased or decreased by (without duplication):

(a) any net gain or loss resulting in such period from Hedging Obligations and the application of Statement of Financial Accounting Standards No. 133; plus or minus, as applicable,

(b) any net gain or loss resulting in such period from currency translation gains or losses related to currency remeasurements of Indebtedness (including any net loss or gain resulting from hedge agreements for currency exchange risk).

“Electronics Components Business Unit” means only the Company’s optocoupler, optoelectronic/LED, optical mouse sensor, infrared transceiver and motion controller product lines.

“EMU” means economic and monetary union as contemplated in the Treaty on European Union.

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

“Equity Offering” means any public or private sale for cash of common stock or Preferred Stock of the Company or any of its direct or indirect parent companies (excluding Disqualified Stock), other than:

(1) public offerings with respect to the Company’s or any direct or indirect parent company’s common stock registered on Form S-8;

(2) issuances to any Subsidiary of the Company; and

(3) any such public or private sale that constitutes an Excluded Contribution. “euro” means the single currency of participating member states of the EMU.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder.

“Excluded Contribution” means net cash proceeds, marketable securities or Qualified Proceeds received by the Company from

(1) contributions to its common equity capital, and

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(2) the sale (other than to a Subsidiary of the Company or to any management equity plan or stock option plan or any other management or employee benefit plan or agreement of the Company) of Capital Stock (other than Disqualified Stock and Designated Preferred Stock) of the Company,

in each case designated as Excluded Contributions pursuant to an officer’s certificate executed by the principal financial officer of the Company on the date such capital contributions are made or the date such Equity Interests are sold, as the case may be, which are excluded from the calculation set forth in clause (3) of the first paragraph under “Certain Covenants — Limitation on Restricted Payments.”

“Fixed Charge Coverage Ratio” means, with respect to any Person for any period, the ratio of EBITDA of such Person for such period to the Fixed Charges of such Person for such period. In the event that the Company or any Restricted Subsidiary incurs, assumes, guarantees, redeems, defeases, retires or extinguishes any Indebtedness (other than Indebtedness incurred under any revolving credit facility unless such Indebtedness has been permanently repaid and has not been replaced) or issues or redeems Disqualified Stock or Preferred Stock subsequent to the commencement of the period for which the Fixed Charge Coverage Ratio is being calculated but prior to or simultaneously with the event for which the calculation of the Fixed Charge Coverage Ratio is made (the “Fixed Charge Coverage Ratio Calculation Date”), then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect to such incurrence, assumption, guarantee, redemption, defeasance, retirement or extinguishment of Indebtedness, or such issuance or redemption of Disqualified Stock or Preferred Stock, as if the same had occurred at the beginning of the applicable four-quarter period.

For purposes of making the computation referred to above, the disposition of the Company’s camera module business and any other Investments, acquisitions, dispositions, mergers, consolidations and disposed operations that have been made by the Company or any of its Restricted Subsidiaries, including the Transactions, during the four-quarter reference period or subsequent to such reference period and on or prior to or simultaneously with the Fixed Charge Coverage Ratio Calculation Date shall be calculated on a pro forma basis assuming that all such Investments, acquisitions, dispositions, mergers, consolidations and disposed operations (and the change in any associated fixed charge obligations and the change in EBITDA resulting therefrom) had occurred on the first day of the four-quarter reference period. If since the beginning of such period any Person that subsequently became a Restricted Subsidiary or was merged with or into the Company or any of its Restricted Subsidiaries since the beginning of such period shall have made any Investment, acquisition, disposition, merger, consolidation or disposed operation that would have required adjustment pursuant to this definition, then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect thereto for such period as if such Investment, acquisition, disposition, merger, consolidation or disposed operation had occurred at the beginning of the applicable four-quarter period.

For purposes of this definition, whenever pro forma effect is to be given to a transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Company. If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the Fixed Charge Coverage Ratio Calculation Date had been the applicable rate for the entire period (taking into account any Hedging Obligations applicable to such Indebtedness). Interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Company to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP. For purposes of making the computation referred to above, interest on any Indebtedness under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such Indebtedness during the applicable period except as set forth in the first paragraph of this definition. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rate, shall be deemed to have been based upon the rate actually chosen, or, if none, then based upon such optional rate chosen as the Company may designate.

“Fixed Charges” means, with respect to any Person for any period, the sum of:

(1) Consolidated Interest Expense of such Person for such period;

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(2) all cash dividends or other distributions paid (excluding items eliminated in consolidation) on any series of Preferred Stock during such period; and

(3) all cash dividends or other distributions paid (excluding items eliminated in consolidation) on any series of Disqualified Stock during such period.

“Foreign Subsidiary” means, with respect to any Person, any Restricted Subsidiary of such Person that is not organized or existing under the laws of the United States, any state thereof, the District of Columbia, or any territory thereof and any Restricted Subsidiary of such Foreign Subsidiary.

“GAAP” means generally accepted accounting principles in the United States which are in effect on the Issue Date.

“Government Securities” means securities that are:

(1) direct obligations of the United States of America for the timely payment of which its full faith and credit is pledged; or

(2) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the timely payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America, which, in either case, are not callable or redeemable at the option of the issuers thereof, and shall also include a depository receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act), as custodian with respect to any such Government Securities or a specific payment of principal of or interest on any such Government Securities held by such custodian for the account of the holder of such depository receipt; provided, however, that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the Government Securities or the specific payment of principal of or interest on the Government Securities evidenced by such depository receipt.

“guarantee” means a guarantee (other than by endorsement of negotiable instruments for collection in the ordinary course of business), direct or indirect, in any manner (including letters of credit and reimbursement agreements in respect thereof), of all or any part of any Indebtedness or other obligations.

“Guarantee” means the guarantee by any Guarantor of the Company’s Obligations under the Senior Note Indenture.

“Guarantor” means, each Restricted Subsidiary that Guarantees the senior notes in accordance with the terms of the Senior Note Indenture.

“Hedging Obligations” means, with respect to any Person, the obligations of such Person under any interest rate swap agreement, interest rate cap agreement, interest rate collar agreement, commodity swap agreement, commodity cap agreement, commodity collar agreement, foreign exchange contract, currency swap agreement or similar agreement providing for the transfer or mitigation of interest rate or currency risks either generally or under specific contingencies.

“Holder” means the Person in whose name a senior note is registered on the registrar’s books.

“Indebtedness” means, with respect to any Person, without duplication:

(1) any indebtedness (including principal and premium) of such Person, whether or not contingent:

(a) in respect of borrowed money;

(b) evidenced by bonds, notes, debentures or similar instruments or letters of credit or bankers’ acceptances (or, without duplication, reimbursement agreements in respect thereof);

(c) representing the balance deferred and unpaid of the purchase price of any property (including Capitalized Lease Obligations), except (i) any such balance that constitutes a trade payable or similar obligation to a trade creditor, in each case accrued in the ordinary course of

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business and (ii) any earn-out obligations until such obligation becomes a liability on the balance sheet of such Person in accordance with GAAP;

(d) representing any Hedging Obligations; or

(e) during a Suspension Period only, obligations in respect of Sale and Leaseback Transactions in an amount equal to the present value of such obligations during the remaining term of the lease using a discount rate equal to the rate of interest implicit in such transaction determined in accordance with GAAP, if and to the extent that any of the foregoing Indebtedness (other than letters of credit and Hedging Obligations) would appear as a liability upon the balance sheet (excluding the footnotes thereto) of such Person prepared in accordance with GAAP; provided, however, that Indebtedness of any direct or indirect parent of the Company appearing upon the balance sheet of the Company solely by reason of push-down accounting under GAAP, shall be excluded;

(2) to the extent not otherwise included, any obligation by such Person to be liable for, or to pay, as obligor, guarantor or otherwise, on the obligations of the type referred to in clause (1) of a third Person (whether or not such items would appear upon the balance sheet of the such obligor or guarantor), other than by endorsement of negotiable instruments for collection in the ordinary course of business; and

(3) to the extent not otherwise included, the obligations of the type referred to in clause (1) of a third Person secured by a Lien on any asset owned by such first Person, whether or not such Indebtedness is assumed by such first Person;

provided, however, that notwithstanding the foregoing, Indebtedness shall be deemed not to include (a) Contingent Obligations incurred in the ordinary course of business or (b) obligations under or in respect of Receivables Facilities.

“Independent Financial Advisor” means an accounting, appraisal, investment banking firm or consultant to Persons engaged in Similar Businesses of nationally recognized standing that is, in the good faith judgment of the Company, qualified to perform the task for which it has been engaged.

“Initial Purchasers” means Lehman Brothers Inc., Citigroup Global Markets Singapore Pte. Ltd. and Credit Suisse First Boston (Singapore) Limited.

“Investment Grade Rating” means a rating equal to or higher than Baa3 (or the equivalent) by Moody’s and BBB- (or the equivalent) by S&P, or an equivalent rating by any other Rating Agency.

“Investment Grade Securities” means:

(1) securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality thereof (other than Cash Equivalents);

(2) debt securities or debt instruments with an Investment Grade Rating, but excluding any debt securities or instruments constituting loans or advances among the Company and its Subsidiaries;

(3) investments in any fund that invests exclusively in investments of the type described in clauses (1) and (2) which fund may also hold immaterial amounts of cash pending investment or distribution; and

(4) corresponding instruments in countries other than the United States customarily utilized for high quality investments.

“Investments” means, with respect to any Person, all investments by such Person in other Persons (including Affiliates) in the form of loans (including guarantees), advances or capital contributions (excluding accounts receivable, trade credit, advances to customers, commission, travel and similar advances to officers and employees, in each case made in the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities issued by any other Person and investments that are required by GAAP to be classified on the balance sheet (excluding the footnotes) of the Company in the same manner as the other investments included in this definition to the extent such transactions involve the

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transfer of cash or other property. For purposes of the definition of “Unrestricted Subsidiary” and the covenant described under “Certain Covenants — Limitation on Restricted Payments:”

(1) “Investments” shall include the portion (proportionate to the Company’s equity interest in such Subsidiary) of the fair market value of the net assets of a Subsidiary of the Company at the time that such Subsidiary is designated an Unrestricted Subsidiary; provided, however, that upon a redesignation of such Subsidiary as a Restricted Subsidiary, the Company shall be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary in an amount (if positive) equal to:

(b) the Company “Investment” in such Subsidiary at the time of such redesignation; less

(c) the portion (proportionate to the Company equity interest in such Subsidiary) of the fair market value of the net assets of such Subsidiary at the time of such redesignation; and

(2) any property transferred to or from an Unrestricted Subsidiary shall be valued at its fair market value at the time of such transfer, in each case as determined in good faith by the Company.

“Investors” means Kohlberg Kravis Roberts & Co. L.P., Silver Lake Partners, and each of their respective Affiliates but not including, however, any portfolio companies of any of the foregoing.

“Issue Date” means December 1, 2005.

“Legal Holiday” means a Saturday, a Sunday or a day on which commercial banking institutions are not required to be open in the State of New York.

“Lien” means, with respect to any asset, any mortgage, lien (statutory or otherwise), pledge, hypothecation, charge, security interest, preference, priority or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction; provided, however, that in no event shall an operating lease be deemed to constitute a Lien.

“Moody’s” means Moody’s Investors Service, Inc. and any successor to its rating agency business.

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

“Net Proceeds” means the aggregate cash proceeds received by the Company or any of its Restricted Subsidiaries in respect of any Asset Sale, including any cash received upon the sale or other disposition of any Designated Non-cash Consideration received in any Asset Sale, net of the direct costs relating to such Asset Sale and the sale or disposition of such Designated Non-cash Consideration, including legal, accounting and investment banking fees, and brokerage and sales commissions, any relocation expenses incurred as a result thereof, taxes paid or payable as a result thereof (after taking into account any available tax credits or deductions and any tax sharing arrangements), amounts required to be applied to the repayment of principal, premium, if any, and interest on Indebtedness (other than Subordinated Indebtedness) required (other than required by clause (1) of the second paragraph of “Repurchase at the Option of Holders — Asset Sales”) to be paid as a result of such transaction and any deduction of appropriate amounts to be provided by the Company or any of its Restricted Subsidiaries as a reserve in accordance with GAAP against any liabilities associated with the asset disposed of in such transaction and retained by the Company or any of its Restricted Subsidiaries after such sale or other disposition thereof, including pension and other post-employment benefit liabilities and liabilities related to environmental matters or against any indemnification obligations associated with such transaction.

“Obligations” means any principal, interest (including any interest accruing subsequent to the filing of a petition in bankruptcy, reorganization or similar proceeding at the rate provided for in the documentation with respect thereto, whether or not such interest is an allowed claim under applicable state, federal or foreign law), penalties, fees, indemnifications, reimbursements (including reimbursement obligations with respect to letters of credit and banker’s acceptances), damages and other liabilities, and guarantees of payment of such principal,

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interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities, payable under the documentation governing any Indebtedness.

“Offering Memorandum” means the offering memorandum, dated November 25, 2005, relating to the outstanding notes.

“Officer” means the Chairman of the Board, the Chief Executive Officer, the Chief Financial Officer, the President, any Executive Vice President, Senior Vice President or Vice President, the Treasurer or the Secretary of the Company.

“Officer’s Certificate” means a certificate signed on behalf of the Company by an Officer of the Company, who must be the principal executive officer, the principal financial officer, the treasurer or the principal accounting officer of the Company, that meets the requirements set forth in the Senior Note Indenture.

“Opinion of Counsel” means a written opinion from legal counsel who is acceptable to the Trustee. The counsel may be an employee of or counsel to the Company or the Trustee.

“Permitted Asset Swap” means the concurrent purchase and sale or exchange of Related Business Assets or a combination of Related Business Assets and cash or Cash Equivalents between the Company or any of its Restricted Subsidiaries and another Person; provided, however, that any cash or Cash Equivalents received must be applied in accordance with the “Repurchase at the Option of Holders — Asset Sales” covenant.

“Permitted Holders” means each of the Investors and members of management of the Company (or its direct or indirect parent companies) who are holders of Equity Interests of the Company (or any of its direct or indirect parent companies) on the Issue Date and any group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act or any successor provision) of which any of the foregoing are members; provided, however, that in the case of such group and without giving effect to the existence of such group or any other group, such Investors and members of management, collectively, have beneficial ownership of more than 50% of the total voting power of the Voting Stock of the Company or any of its direct or indirect parent companies.

“Permitted Investments” means:

(1) any Investment in the Company or any of its Restricted Subsidiaries;

(2) any Investment in cash and Cash Equivalents or Investment Grade Securities;

(3) any Investment by the Company or any of its Restricted Subsidiaries in a Person that is engaged in a Similar Business if as a result of such Investment:

(a) such Person becomes a Restricted Subsidiary; or

(b) such Person, in one transaction or a series of related transactions, is merged or consolidated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, the Company or a Restricted Subsidiary, and, in each case, any Investment held by such Person; provided, however, that such Investment was not acquired by such Person in contemplation of such acquisition, merger, consolidation or transfer;

(4) any Investment in securities or other assets not constituting cash, Cash Equivalents or Investment Grade Securities and received in connection with an Asset Sale made pursuant to the provisions of “Repurchase at the Option of Holders — Asset Sales” or any other disposition of assets not constituting an Asset Sale;

(5) any Investment existing on the Issue Date;

(6) any Investment acquired by the Company or any of its Restricted Subsidiaries:

(a) in exchange for any other Investment or accounts receivable held by the Company or any such Restricted Subsidiary in connection with or as a result of a bankruptcy, workout, reorganization or recapitalization of the Company of such other Investment or accounts receivable; or

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(b) as a result of a foreclosure by the Company or any of its Restricted Subsidiaries with respect to any secured Investment or other transfer of title with respect to any secured Investment in default;

(7) Hedging Obligations permitted under clause (10) of the covenant described in “Certain Covenants — Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock;”

(8) Investments the payment for which consists of Equity Interests (exclusive of Disqualified Stock) of the Company, or any of its direct or indirect parent companies; provided, however, that such Equity Interests will not increase the amount available for Restricted Payments under clause (3) of the first paragraph under the covenant described in “Certain Covenants — Limitation on Restricted Payments;”

(9) guarantees of Indebtedness permitted under the covenant described in “Certain Covenants — Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock;”

(10) any transaction to the extent it constitutes an Investment that is permitted and made in accordance with the provisions of the second paragraph of the covenant described under “Certain Covenants — Transactions with Affiliates” (except transactions described in clauses (2), (5) and (9) of such paragraph);

(11) Investments relating to a Receivables Subsidiary that, in the good faith determination of the Company are necessary or advisable to effect transactions contemplated under the Receivables Facility;

(12) additional Investments having an aggregate fair market value, taken together with all other Investments made pursuant to this clause (12) that are at that time outstanding (without giving effect to the sale of an Unrestricted Subsidiary to the extent the proceeds of such sale do not consist of cash or marketable securities), not to exceed the greater of $100.0 million and 4.0% of Total Assets at the time of such Investment (with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value);

(13) any Investment in a Qualified Joint Venture having an aggregate fair market value, taken together with all other Investments made pursuant to this clause (13) that are at that time outstanding, not to exceed $50.0 million and 2.0% of Total Assets at the time of such Investment (with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value);

(14) advances to, or guarantees of Indebtedness of, employees not in excess of $15.0 million outstanding at any one time, in the aggregate; and

(15) loans and advances to officers, directors and employees for business-related travel expenses, moving expenses and other similar expenses, in each case incurred in the ordinary course of business or consistent with past practices or to fund such Person’s purchase of Equity Interests of the Company or any direct or indirect parent company thereof.

“Permitted Liens” means, with respect to any Person:

(1) pledges or deposits by such Person under workmen’s compensation laws, unemployment insurance laws or similar legislation, or good faith deposits in connection with bids, tenders, contracts (other than for the payment of Indebtedness) or leases to which such Person is a party, or deposits to secure public or statutory obligations of such Person or deposits of cash or U.S. government bonds to secure surety or appeal bonds to which such Person is a party, or deposits as security for contested taxes or import duties or for the payment of rent, in each case incurred in the ordinary course of business;

(2) Liens imposed by law, such as carriers’, warehousemen’s and mechanics’ Liens, in each case for sums not yet overdue for a period of more than 30 days or being contested in good faith by appropriate proceedings or other Liens arising out of judgments or awards against such Person with respect to which such Person shall then be proceeding with an appeal or other proceedings for review if adequate reserves with respect thereto are maintained on the books of such Person in accordance with GAAP;

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(3) Liens for taxes, assessments or other governmental charges not yet overdue for a period of more than 30 days or payable or subject to penalties for nonpayment or which are being contested in good faith by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of such Person in accordance with GAAP;

(4) Liens in favor of issuers of performance and surety bonds or bid bonds or with respect to other regulatory requirements or letters of credit issued pursuant to the request of and for the account of such Person in the ordinary course of its business;

(5) minor survey exceptions, minor encumbrances, easements or reservations of, or rights of others for, licenses, rights-of-way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions as to the use of real properties or Liens incidental, to the conduct of the business of such Person or to the ownership of its properties which were not incurred in connection with Indebtedness and which do not in the aggregate materially adversely affect the value of said properties or materially impair their use in the operation of the business of such Person;

(6) Liens securing Indebtedness permitted to be incurred pursuant to clause (4) or (12)(b) of the second paragraph under “Certain Covenants — Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock;”

(7) Liens existing on the Issue Date;

(8) Liens on property or shares of stock of a Person at the time such Person becomes a Subsidiary; provided, however, such Liens are not created or incurred in connection with, or in contemplation of, such other Person becoming such a Subsidiary; provided, further, however, that such Liens may not extend to any other property owned by the Company or any of its Restricted Subsidiaries;

(9) Liens on property at the time the Company or a Restricted Subsidiary acquired the property, including any acquisition by means of a merger or consolidation with or into the Company or any of its Restricted Subsidiaries; provided, however, that such Liens are not created or incurred in connection with, or in contemplation of, such acquisition; provided, further, however, that the Liens may not extend to any other property owned by the Company or any of its Restricted Subsidiaries;

(10) Liens securing Indebtedness or other obligations of a Restricted Subsidiary owing to the Company or another Restricted Subsidiary permitted to be incurred in accordance with the covenant described under “Certain Covenants — Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock;”

(11) Liens securing Hedging Obligations so long as related Indebtedness is, and is permitted to be under the Senior Note Indenture, secured by a Lien on the same property securing such Hedging Obligations;

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

(13) leases, subleases, licenses or sublicenses granted to others in the ordinary course of business which do not materially interfere with the ordinary conduct of the business of the Company or any of its Restricted Subsidiaries and do not secure any Indebtedness;

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

(15) Liens in favor of any Issuer or any Guarantor;

(16) Liens on equipment of the Company or any of its Restricted Subsidiaries granted in the ordinary course of business to the Company’s clients;

(17) Liens on accounts receivable and related assets incurred in connection with a Receivables Facility;

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(18) Liens to secure any refinancing, refunding, extension, renewal or replacement (or successive refinancing, refunding, extensions, renewals or replacements) as a whole, or in part, of any Indebtedness secured by any Lien referred to in the foregoing clauses (6), (7), (8) and (9); provided, however, that (a) such new Lien shall be limited to all or part of the same property that secured the original Lien (plus improvements on such property), and (b) the Indebtedness secured by such Lien at such time is not increased to any amount greater than the sum of (i) the outstanding principal amount or, if greater, committed amount of the Indebtedness described under clauses (6), (7), (8) and (9) at the time the original Lien became a Permitted Lien under the Senior Note Indenture, and (ii) an amount necessary to pay any fees and expenses, including premiums, related to such refinancing, refunding, extension, renewal or replacement;

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

(20) other Liens securing obligations incurred in the ordinary course of business which obligations do not exceed $25.0 million at any one time outstanding;

(21) Liens securing judgments for the payment of money not constituting an Event of Default under clause (5) under the caption “Events of Default and Remedies” so long as such Liens are adequately bonded and any appropriate legal proceedings that may have been duly initiated for the review of such judgment have not been finally terminated or the period within which such proceedings may be initiated has not expired;

(22) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods in the ordinary course of business;

(23) Liens (i) of a collection bank arising under Section 4-210 of the Uniform Commercial Code, or any successor or comparable provision, on items in the course of collection, (ii) attaching to commodity trading accounts or other commodity brokerage accounts incurred in the ordinary course of business; and (iii) in favor of banking institutions arising as a matter of law encumbering deposits (including the right of set-off) and which are within the general parameters customary in the banking industry;

(24) Liens deemed to exist in connection with Investments in repurchase agreements permitted under “Certain Covenants — Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock;” provided that such Liens do not extend to any assets other than those that are the subject of such repurchase agreement;

(25) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes;

(26) Liens that are contractual rights of set-off (i) relating to the establishment of depository relations with banks not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts of the Company or any of its Restricted Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Company and its Restricted Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Company or any of its Restricted Subsidiaries in the ordinary course of business; and

(27) during a Suspension Period only, Liens securing Indebtedness, and Indebtedness represented by Sale and Leaseback Transactions in an amount that does not exceed 15% of Consolidated Net Tangible Assets of the Company and its Restricted Subsidiaries at any one time outstanding.

For purposes of this definition, the term “Indebtedness” shall be deemed to include interest on such Indebtedness. Additionally, solely for purposes of this definition and the covenant described under “Certain Covenants — Liens,” any Indebtedness incurred during a Suspension Period shall be deemed to have been incurred in compliance with the covenant described under “Certain Covenants — Limitation on Incurrence of Indebtedness and Incurrence of Disqualified Stock and Preferred Stock.”

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

“Preferred Stock” means any Equity Interest with preferential rights of payment of dividends or upon liquidation, dissolution, or winding up.

“Qualified Joint Venture” means a Person (i) at least 50% of the Voting Stock of which is beneficially owned by the Company or a Restricted Subsidiary and (ii) which engages in only a Similar Business.

“Qualified Proceeds” means assets that are used or useful in, or Capital Stock of any Person engaged in, a Similar Business; provided, however, that the fair market value of any such assets or Capital Stock shall be determined by the Company in good faith.

“Rating Agencies” means Moody’s and S&P or if Moody’s or S&P or both shall not make a rating on the senior notes publicly available, a nationally recognized statistical rating agency or agencies, as the case may be, selected by the Company which shall be substituted for Moody’s or S&P or both, as the case may be.

“Receivables Facility” means one or more receivables financing facilities as amended, supplemented, modified, extended, renewed, restated or refunded from time to time, the Obligations of which are non-recourse (except for customary representations, warranties, covenants and indemnities made in connection with such facilities) to the Company or any of its Restricted Subsidiaries (other than a Receivables Subsidiary) pursuant to which the Company or any of its Restricted Subsidiaries sells its accounts receivable to either (a) a Person that is not a Restricted Subsidiary or (b) a Receivables Subsidiary that in turn sells its accounts receivable to a Person that is not a Restricted Subsidiary.

“Receivables Fees” means distributions or payments made directly or by means of discounts with respect to any accounts receivable or participation interest therein issued or sold in connection with, and other fees paid to a Person that is not a Restricted Subsidiary in connection with, any Receivables Facility.

“Receivables Subsidiary” means any Subsidiary formed for the purpose of, and that solely engages only in one or more Receivables Facilities and other activities reasonably related thereto.

“registration rights agreement” means the registration rights agreement dated as of the Issue Date, among the Issuers, the Guarantors and the Initial Purchasers, with respect to the senior notes, and any similar registration rights agreement governing Additional Notes, unless the context indicates otherwise.

“Related Business Assets” means assets (other than cash or Cash Equivalents) used or useful in a Similar Business; provided, however, that any assets received by the Company or a Restricted Subsidiary in exchange for assets transferred by the Company or a Restricted Subsidiary shall not be deemed to be Related Business Assets if they consist of securities of a Person, unless upon receipt of the securities of such Person, such Person would become a Restricted Subsidiary.

“Relevant Jurisdiction” shall have the definition set forth in “Additional Amounts.”

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

“Restricted Subsidiary” means, at any time, any direct or indirect Subsidiary of the Company (including the subsidiary co-issuers) that is not then an Unrestricted Subsidiary; provided, however, that upon the occurrence of an Unrestricted Subsidiary ceasing to be an Unrestricted Subsidiary, such Subsidiary shall be included in the definition of “Restricted Subsidiary.”

“S&P” means Standard & Poor’s, a division of The McGraw-Hill Companies, Inc., and any successor to its rating agency business.

“Sale and Lease-Back Transaction” means any arrangement providing for the leasing by the Company or any of its Restricted Subsidiaries of any real or tangible personal property, which property has been or is to be sold or transferred by the Company or such Restricted Subsidiary to a third Person in contemplation of such leasing.

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“SEC” means the U.S. Securities and Exchange Commission.

“Secured Indebtedness” means any Indebtedness of the Company or any of its Restricted Subsidiaries secured by a Lien.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder.

“Senior Credit Facilities” means the Credit Facility under the credit agreement to be entered into as of the Issue Date by and among Avago Technologies Finance Pte. Ltd. and certain of its subsidiaries, as Borrowers, Avago Technologies Holding Pte. Ltd., Citicorp North America, Inc., as administrative agent, Citigroup Global Markets Inc., as joint lead arranger and joint lead bookrunner, Lehman Brothers Inc., as joint lead arranger, joint lead bookrunner and syndication agent, and Credit Suisse, as documentation agent, including any guarantees, collateral documents, instruments and agreements executed in connection therewith.

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

“Similar Business” means any business conducted or proposed to be conducted by the Company and its Restricted Subsidiaries on the Issue Date or any business that is similar, reasonably related, incidental or ancillary thereto.

“Sponsor Advisory Agreement” means the Sponsor Advisory Agreement between certain of the management companies associated with the Investors as in effect on the Issue Date.

“Stated Maturity” means, except as otherwise provided, with respect to any Indebtedness, the dates specified in such Indebtedness as the fixed dates on which the principal and/or interest of such Indebtedness are due and payable, including pursuant to any mandatory redemption provision (but excluding any provision providing for the repurchase or repayment of such Indebtedness at the option of the holder thereof or the lender thereunder upon the happening of any contingency unless such contingency has occurred).

“Storage Sale” means the sale by the Company of the storage products business of the Company and its Restricted Subsidiaries as described in the Offering Memorandum.

“Subordinated Indebtedness” means, with respect to a series of senior notes,

(1) any Indebtedness of any Issuer which is by its terms subordinated in right of payment to the senior notes, including the Subordinated Notes, and

(2) any Indebtedness of any Guarantor which is by its terms subordinated in right of payment to the Guarantee of such entity of the senior notes.

“Subordinated Notes” means the 117/8% Senior Subordinated Notes due 2015 of the Issuers.

“Subsidiary” means, with respect to any Person:

(1) any corporation, association, or other business entity (other than a partnership, joint venture, limited liability company or similar entity) of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time of determination owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof or is consolidated under GAAP with such Person at such time; and

(2) any partnership, joint venture, limited liability company or similar entity of which

(a) more than 50% of the capital accounts, distribution rights, total equity and voting interests or general or limited partnership interests, as applicable, are owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof whether in the form of membership, general, special or limited partnership or otherwise, and

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(b) such Person or any Restricted Subsidiary of such Person is a controlling general partner or otherwise controls such entity.

“Total Assets” means the total assets of the Company and its Restricted Subsidiaries on a consolidated basis, as shown on the most recent balance sheet of the Company or such other Person as may be expressly stated.

“Transactions” means the transactions contemplated by the Transaction Agreement, the issuance of the senior notes and the Subordinated Notes and the Senior Credit Facilities as in effect on the Issue Date.

“Transaction Agreement” means the Asset Purchase Agreement, dated as of August 14, 2005, between Agilent and Argos Acquisition Pte. Ltd.

“Treasury Rate” means, as of any redemption date, the yield to maturity as of such redemption date of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available at least two Business Days prior to the redemption date (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from the redemption date to December 1, 2007 (in the case of floating rate senior notes) or December 1, 2009 (in the case of fixed rate senior notes); provided, however, that if the period from the redemption date to December 1, 2007 (in the case of floating rate senior notes) or December 1, 2009 (in the case of fixed rate senior notes) is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year will be used.

“Trust Indenture Act” means the Trust Indenture Act of 1939, as amended (15 U.S.C §§ 77aaa-777bbbb).

“Unrestricted Subsidiary” means:

(1) any Subsidiary of the Company which at the time of determination is an Unrestricted Subsidiary (as designated by the Company, as provided below); and

(2) any Subsidiary of an Unrestricted Subsidiary.

The Company may designate any Subsidiary of the Company (including any existing Subsidiary and any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on, any property of, the Company or any Subsidiary of the Company (other than solely any Subsidiary of the Subsidiary to be so designated); provided, however, that

(1) any Unrestricted Subsidiary must be an entity of which the Equity Interests entitled to cast at least a majority of the votes that may be cast by all Equity Interests having ordinary voting power for the election of directors or Persons performing a similar function are owned, directly or indirectly, by the Company;

(2) such designation complies with the covenants described under “Certain Covenants — Limitation on Restricted Payments;” and

(3) each of:

(a) the Subsidiary to be so designated; and

(b) its Subsidiaries

has not at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of the Company or any Restricted Subsidiary.

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The Company may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that, immediately after giving effect to such designation, no Default shall have occurred and be continuing and either:

(1) the Company could incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test described in the first paragraph under “Certain Covenants — Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock;” or

(2) the Fixed Charge Coverage Ratio for the Company its Restricted Subsidiaries would be greater than such ratio for the Company and its Restricted Subsidiaries immediately prior to such designation, in each case on a pro forma basis taking into account such designation.

Any such designation by the Company shall be notified by the Company to the Trustee by promptly filing with the Trustee a copy of the resolution of the board of directors of the Company or any committee thereof giving effect to such designation and an Officer’s Certificate certifying that such designation complied with the foregoing provisions.

“Voting Stock” of any Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the board of directors of such Person.

“Weighted Average Life to Maturity” means, when applied to any Indebtedness, Disqualified Stock or Preferred Stock, as the case may be, at any date, the quotient obtained by dividing:

(1) the sum of the products of the number of years from the date of determination to the date of each successive scheduled principal payment of such Indebtedness or redemption or similar payment with respect to such Disqualified Stock or Preferred Stock multiplied by the amount of such payment; by

(2) the sum of all such payments.

“Wholly Owned Subsidiary” of any Person means a Subsidiary of such Person, 100% of the outstanding Equity Interests of which (other than directors’ qualifying shares) shall at the time be owned by such Person or by one or more Wholly Owned Subsidiaries of such Person.

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DESCRIPTION OF EXCHANGE SENIOR SUBORDINATED NOTES

General

Certain terms used in this description are defined under the subheading “Certain Definitions.” In this description, the term “the Company” refers to Avago Technologies Finance Pte. Ltd, a Singapore limited company, and not any of its Affiliates or Subsidiaries, the term “subsidiary co-issuers” refers collectively to Avago Technologies U.S. Inc. and Avago Technologies Wireless (U.S.A.) Manufacturing Inc., and not any of their respective Affiliates or Subsidiaries, and the term “Issuers” refers collectively to the Company and the subsidiary co-issuers.

The Issuers issued the outstanding senior subordinated notes, and will issue the exchange senior subordinated notes under an indenture, dated December 1, 2005 (the “Senior Subordinated Note Indenture”) among the Issuers, the Guarantors and The Bank of New York, as trustee (the “Trustee”). The outstanding senior subordinated notes were issued in a private transaction that was not subject to the registration requirements of the Securities Act. The terms of the exchange senior subordinated notes are substantially identical to the outstanding senior subordinated notes, except that upon the completion of the exchange offers, the exchange senior subordinated notes will be registered under the Securities Act and free of any covenants regarding registration rights.

The exchange senior subordinated notes are new issues of securities and will not be listed on any securities exchange or included in any automated quotation system. The Senior Subordinated Note Indenture contains provisions which define your rights under the senior subordinated notes. The terms of the senior subordinated notes include those stated in the Senior Subordinated Note Indenture and those made part of the Senior Subordinated Note Indenture by reference to the Trust Indenture Act. The following description is only a summary of the material provisions of the Senior Subordinated Note Indenture and is qualified in its entirety by reference to the provisions of that agreement, including the definitions therein of certain terms used below. You should read the Senior Subordinated Note Indenture because it, not this description, defines your rights as Holders of the senior subordinated notes. You may request copies of the Senior Subordinated Note Indenture at our address set forth under the heading “Prospectus Summary.”

The registered holder of a senior subordinated note is treated as the owner of it for all purposes. Only registered holders have rights under the Senior Subordinated Note Indenture.

Brief Description of Senior Subordinated Notes

The senior subordinated notes are:

•  unsecured senior subordinated obligations of the Issuers;

•  subordinated in right of payment to all existing and future Senior Indebtedness (including the Senior Credit Facilities and the senior notes) of the Issuers;

•  pari passu in right of payment with any future senior subordinated Indebtedness of the Issuers;

•  effectively subordinated to all secured Indebtedness of the Issuers; and

•  initially guaranteed on a senior subordinated unsecured basis by each Restricted Subsidiary that guarantees the obligations under the Senior Credit Facilities.

Subsidiary Co-Issuers and Guarantors

The Issuers are joint and several obligors under the Senior Subordinated Note Indenture and the senior subordinated notes. The Guarantors, as primary obligors and not merely as sureties, initially jointly and severally irrevocably and unconditionally guarantee, on a senior subordinated unsecured basis, the performance and full and punctual payment when due, whether at maturity, by acceleration or otherwise, of all obligations of the Issuers under the Senior Subordinated Note Indenture and the senior subordinated notes, whether for

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payment of principal of or interest on or Additional Interest in respect of the senior subordinated notes, expenses, indemnification or otherwise, on the terms set forth in the Senior Subordinated Note Indenture.

Each of the Company’s Restricted Subsidiaries that initially Guaranteed the Obligations under the Senior Credit Facilities (other than the subsidiary co-issuers) initially guaranteed the senior subordinated notes. Each of the Guarantees of the senior subordinated notes is a general unsecured Obligation of each Guarantor. The Guarantees are subordinated in right of payment to all existing and future Senior Indebtedness of such entity, are pari passu in right of payment to all existing and future Senior Subordinated Indebtedness of each such entity and are effectively subordinated to all secured Indebtedness of each such entity. The senior subordinated notes are structurally subordinated to Indebtedness of Subsidiaries of the Issuers that do not Guarantee the senior subordinated notes.

The obligations of each Guarantor under its Guarantees are limited as necessary to prevent the Guarantees from constituting a fraudulent conveyance under applicable law.

Any entity that makes a payment under its Guarantee is entitled upon payment in full of all guaranteed obligations under the Senior Subordinated Note Indenture to a contribution from each other Guarantor in an amount equal to such other Guarantor’s pro rata portion of such payment based on the respective net assets of all the Guarantors at the time of such payment determined in accordance with GAAP.

If a Guarantee was rendered voidable, it could be subordinated by a court to all other indebtedness (including guarantees and other contingent liabilities) of the Guarantor, and, depending on the amount of such indebtedness, a Guarantor’s liability on its Guarantee could be reduced to zero. See “Risk Factors — Risks Related to the Exchange Notes — The subsidiary co-issuers’ obligations under the exchange notes on the subsidiary guarantees could be deemed a fraudulent conveyance under certain circumstances and a court may subordinate or void them.”

The Senior Subordinated Note Indenture provides that the Obligations of each subsidiary co-issuer under the Senior Subordinated Note Indenture, and a Guarantee by each Guarantor provides by its terms that it shall be automatically and unconditionally released and discharged upon:

(1) (a) any sale, exchange or transfer (by merger or otherwise) of the Capital Stock of such subsidiary co-issuer or Guarantor (including any sale, exchange or transfer), after which the applicable subsidiary co-issuer or Guarantor is no longer a Restricted Subsidiary or all or substantially all the assets of such subsidiary co-issuer or Guarantor which sale, exchange or transfer is made in compliance with the applicable provisions of the Senior Subordinated Note Indenture;

(b) in the case of a Guarantee, the release or discharge of the guarantee by such Guarantor of the Senior Credit Facilities or the guarantee which resulted in the creation of such Guarantee, except a discharge or release by or as a result of payment under such guarantee;

(c) the proper designation of any Restricted Subsidiary that is a subsidiary co-issuer or a Guarantor as an Unrestricted Subsidiary; or

(d) the Issuers’ exercising the legal defeasance option or covenant defeasance option as described under “Legal Defeasance and Covenant Defeasance” or the Issuers’ obligations under the Senior Subordinated Note Indenture being discharged in accordance with the terms of the Senior Subordinated Note Indenture; and

(2) the Company delivering to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in the Senior Subordinated Note Indenture relating to such transaction have been complied with.

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Subordination of Senior Subordinated Notes

The payment of principal, interest and premium and Additional Interest and Additional Amounts, if any, on the senior subordinated notes are subordinated to the prior payment in full of all Senior Indebtedness of the Issuers or the relevant Guarantor, including the senior subordinated notes, the Senior Credit Facilities and Senior Indebtedness incurred after the date of the Senior Subordinated Note Indenture.

Only Indebtedness of the Issuers or a Guarantor that is Senior Indebtedness ranks senior to the senior subordinated notes and the Guarantees in accordance with the provisions of the Senior Subordinated Note Indenture. The senior subordinated notes and Guarantees in all respects rank pari passu with all other Senior Subordinated Indebtedness of the Issuers and the relevant Guarantor, respectively.

The Issuers agreed in the Senior Subordinated Note Indenture that the Issuers and the Guarantors will not incur any Indebtedness that is subordinate or junior in right of payment to the Senior Indebtedness of such Person, unless such Indebtedness is Senior Subordinated Indebtedness of the applicable Person or is expressly subordinated in right of payment to Senior Subordinated Indebtedness of such Person. The Senior Subordinated Note Indenture does not treat (i) unsecured Indebtedness as subordinated or junior to Secured Indebtedness merely because it is unsecured or (ii) Senior Indebtedness as subordinated or junior to any other Senior Indebtedness merely because it has a junior priority with respect to the same collateral.

Neither any Issuer nor any Guarantor is permitted to pay principal of, premium, if any, or interest on the senior subordinated notes (or pay any other obligations relating to the senior subordinated notes, including Additional Interest, fees, costs, expenses, indemnities and rescission or damage claims) or make any deposit pursuant to the provisions described under “Legal Defeasance and Covenant Defeasance” or “Satisfaction and Discharge” below and may not purchase, redeem or otherwise retire any senior subordinated notes (collectively, “pay the notes”) (except in the form of Permitted Junior Securities) if either of the following occurs (a “Payment Default”):

(1) any Obligation on any Designated Senior Indebtedness of the Issuers is not paid in full in cash when due (after giving effect to any applicable grace period); or

(2) any other default on Designated Senior Indebtedness of the Issuers occurs and the maturity of such Designated Senior Indebtedness is accelerated in accordance with its terms;

unless, in either case, the Payment Default has been cured or waived and any such acceleration has been rescinded or such Designated Senior Indebtedness has been paid in full in cash. Regardless of the foregoing, the Issuers are permitted to pay the senior subordinated notes if the Company and the Trustee receive written notice approving such payment from the Representatives of all Designated Senior Indebtedness with respect to which the Payment Default has occurred and is continuing.

During the continuance of any default (other than a Payment Default) (a “Non-Payment Default”) with respect to any Designated Senior Indebtedness pursuant to which the maturity thereof may be accelerated without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, the Issuers are not permitted to pay the senior subordinated notes (except in the form of Permitted Junior Securities) for a period (a “Payment Blockage Period”) commencing upon the receipt by the Trustee (with a copy to the Company) of written notice (a “Blockage Notice”) of such Non-Payment Default from the Representative of such Designated Senior Indebtedness specifying an election to effect a Payment Blockage Period and ending 179 days thereafter. The Payment Blockage Period will end earlier if such Payment Blockage Period is terminated:

(1) by written notice to the Trustee and the Company from the Person or Persons who gave such Blockage Notice;

(2) because the default giving rise to such Blockage Notice is cured, waived or otherwise no longer continuing; or

(3) because such Designated Senior Indebtedness has been discharged or repaid in full in cash.

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Notwithstanding the provisions described above, unless the holders of such Designated Senior Indebtedness or the Representative of such Designated Senior Indebtedness have accelerated the maturity of such Designated Senior Indebtedness, the Company and related Guarantors are permitted to resume paying the senior subordinated notes after the end of such Payment Blockage Period. The senior subordinated notes shall not be subject to more than one Payment Blockage Period in any consecutive 360-day period irrespective of the number of defaults with respect to Designated Senior Indebtedness during such period; provided that if any Blockage Notice is delivered to the Trustee by or on behalf of the holders of Designated Senior Indebtedness of the Issuers (other than the holders of Indebtedness under the Senior Credit Facilities), a Representative of holders of Indebtedness under the Senior Credit Facilities may give another Blockage Notice within such period. However, in no event may the total number of days during which any Payment Blockage Period or Periods on the senior subordinated notes is in effect exceed 179 days in the aggregate during any consecutive 360-day period, and there must be at least 181 days during any consecutive 360-day period during which no Payment Blockage Period is in effect. Notwithstanding the foregoing, however, no default that existed or was continuing on the date of delivery of any Blockage Notice to the Trustee will be, or be made, the basis for a subsequent Blockage Notice unless such default has been waived for a period of not less than 90 days (it being acknowledged that any subsequent action, or any breach of any financial covenants during the period after the date of delivery of a Blockage Notice, that, in either case, would give rise to a Non-Payment Default pursuant to any provisions under which a Non-Payment Default previously existed or was continuing shall constitute a new Non-Payment Default for this purpose).

In connection with the senior subordinated notes, in the event of any payment or distribution of the assets of the Issuers upon a total or partial liquidation or dissolution or reorganization of or similar proceeding relating to the Issuers or their property:

(1) the holders of Senior Indebtedness of the Issuers will be entitled to receive payment in full in cash of such Senior Indebtedness before the Holders of the senior subordinated notes are entitled to receive any payment;

(2) until the Senior Indebtedness of the Issuers is paid in full in cash, any payment or distribution to which Holders of the senior subordinated notes would be entitled but for the subordination provisions of the Senior Subordinated Note Indenture will be made to holders of such Senior Indebtedness as their interests may appear, except that Holders of senior subordinated notes may receive Permitted Junior Securities; and

(3) if a distribution is made to Holders of the senior subordinated notes that, due to the subordination provisions, should not have been made to them, such Holders of the senior subordinated notes are required to hold it in trust for the holders of Senior Indebtedness of the Issuers and pay it over to them as their interests may appear.

The subordination and payment blockage provisions described above will not prevent a Default from occurring under the Senior Subordinated Note Indenture upon the failure of the Issuers to pay interest or principal with respect to the senior subordinated notes when due by their terms. If payment of the senior subordinated notes is accelerated because of an Event of Default, the Issuers must promptly notify the holders of Designated Senior Indebtedness or the Representative of such Designated Senior Indebtedness of the acceleration. So long as there shall remain outstanding any Senior Indebtedness under the Senior Credit Facilities, a Blockage Notice may be given only by the administrative agent thereunder unless otherwise agreed to in writing by the requisite lenders named therein. If any Designated Senior Indebtedness of the Company is outstanding, neither any Issuer nor any Guarantor may pay the senior subordinated notes until five Business Days after the Representatives of all the issuers of such Designated Senior Indebtedness receive notice of such acceleration and, thereafter, may pay the senior subordinated notes only if the Senior Subordinated Note Indenture otherwise permits payment at that time.

Each Guarantor’s obligations under its Guarantee are senior subordinated obligations of that Guarantor. As such, the rights of Holders to receive payment pursuant to such Guarantee will be subordinated in right of payment to the rights of holders of Senior Indebtedness of such Guarantor. The terms of the subordination and

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payment blockage provisions described above with respect to the Company’s obligations under the senior subordinated notes apply equally to the obligations of such Guarantor under its Guarantee.

A Holder by its acceptance of senior subordinated notes agrees to be bound by such provisions and authorizes and expressly directs the Trustee, on its behalf, to take such action as may be necessary or appropriate to effectuate the subordination provided for in the Senior Subordinated Note Indenture and appoints the Trustee its attorney-in-fact for such purpose.

By reason of the subordination provisions contained in the Senior Subordinated Note Indenture, in the event of a liquidation or insolvency proceeding, creditors of an Issuer or a Guarantor who are holders of Senior Indebtedness of such Issuer or such Guarantor, as the case may be, may recover more, ratably, than the Holders of the senior subordinated notes, and creditors who are not holders of Senior Indebtedness may recover less, ratably, than holders of Senior Indebtedness and may recover more, ratably, than the Holders of the senior subordinated notes.

The terms of the subordination provisions described above will not apply to payments from money or the proceeds of Government Securities held in trust by the Trustee for the payment of principal of and interest on the senior subordinated notes pursuant to the provisions described under “Legal Defeasance and Covenant Defeasance” or “Satisfaction and Discharge,” if the foregoing subordination provisions were not violated at the time the applicable amounts were deposited in trust pursuant to such provisions.

Paying Agent and Registrar for the Senior Notes

The Issuers maintain one or more paying agents for the senior subordinated notes in the Borough of Manhattan, City of New York. The initial paying agent for the senior subordinated notes is the Trustee.

The Issuers maintain a registrar with offices in the Borough of Manhattan, City of New York. The initial registrar is the Trustee. The registrar maintains a register reflecting ownership of the senior subordinated notes outstanding from time to time makes payments on and facilitates transfer of senior subordinated notes on the Issuers’ behalf.

The Issuers may change the paying agents or the registrars without prior notice to the Holders. The Company or any of its Subsidiaries may act as a paying agent or registrar.

Transfer and Exchange

A Holder may transfer or exchange senior subordinated notes in accordance with the Senior Subordinated Note Indenture. The registrar and the Trustee may require a Holder to furnish appropriate endorsements and transfer documents in connection with a transfer of senior subordinated notes. Holders are required to pay all taxes due on transfer. The Issuers are not required to transfer or exchange any senior subordinated note selected for redemption. Also, the Issuers are not required to transfer or exchange any senior subordinated note for a period of 15 days before a selection of senior subordinated notes to be redeemed.

Principal and Maturity

The Issuers issued $250 million aggregate principal amount of senior subordinated notes. The outstanding senior subordinated notes will mature on December 1, 2015. Subject to compliance with the covenant described below under the caption “Certain Covenants — Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock,” the Issuers may issue additional senior subordinated notes from time to time after this offering under the Senior Subordinated Note Indenture (the “Additional Notes”). The senior subordinated notes and any Additional Notes subsequently issued under the Senior Subordinated Note Indenture are treated as a single class for all purposes under the Senior Subordinated Note Indenture, including waivers, amendments, redemptions and offers to purchase. Unless the context requires otherwise, references to “senior subordinated notes” for all purposes of the Senior Subordinated Note Indenture and this “Description of Exchange Senior Subordinated Notes” include any Additional Notes that are actually issued.

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Interest

Interest on the senior subordinated notes accrues at the rate of 117/8% per annum and is payable semiannually in arrears on June 1 and December 1, commencing on June 1, 2006, to the Holders of senior subordinated notes of record on the immediately preceding May 15 and November 15. Interest on the senior subordinated notes accrues from the most recent date to which interest has been paid or, if no interest has been paid, from and including the Issue Date. Interest on the senior subordinated notes is computed on the basis of a 360-day year comprised of twelve 30-day months.

Additional Amounts

All payments of, or in respect of, principal of, and premium and interest on, the senior subordinated notes or under the Guarantees are made without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature imposed or levied by or on behalf of the Republic of Singapore, including any political subdivision or taxing authority thereof, or any other jurisdiction in which any Guarantor is organized or resident for tax purposes or from or through which payment is made, other than the United States or any State or taxing authority thereof (including, in each case, any political subdivision thereof) (the “Relevant Jurisdiction”) or any authority thereof or therein having power to tax unless these taxes, duties, assessments or governmental charges are required to be withheld or deducted. In that event, the Issuers (or the Guarantor, as the case may be), jointly and severally, agree to pay such additional amount as will result (after deduction of such taxes, duties, assessments or governmental charges and any additional taxes, duties, assessments or governmental charges of the Relevant Jurisdiction) in the payment to each holder of a senior subordinated note of the amounts that would have been payable in respect of such senior subordinated notes or under the Guarantees had no withholding or deduction been required (such amounts, “Additional Amounts”), except that no Additional Amounts shall be payable for or on account of:

(1) any tax, duty, assessment or other governmental charge that would not have been imposed but for the fact that such holder:

(a) is or has been a domiciliary, national or resident of, engages or has been engaged in business, maintains or has maintained a permanent establishment, or is or has been physically present in Singapore or the other jurisdiction, or otherwise has or has had some connection with the Relevant Jurisdiction other than the mere ownership of, or receipt of payment under, such senior subordinate note or under the Guarantees (including, without limitation, the holder being a resident in the Relevant Jurisdiction for tax purposes); or

(b) presented such senior subordinate noted more than 30 days after the date on which the payment in respect of such senior subordinated note first became due and payable or provided for, whichever is later, except to the extent that the holder would have been entitled to such Additional Amounts if it had presented such note for payment on any day within such period of 30 days;

(2) any estate, inheritance, gift, sale, transfer, personal property or similar tax, assessment or other governmental charge;

(3) any tax, duty, assessment or other governmental charge which is payable otherwise than by deduction or withholding from payment of interest, principal or premium on the senior subordinated notes or under the Guarantees;

(4) any tax, duty, assessment or other governmental charge that is imposed or withheld by reason of the failure to duly and timely comply by the holder or the beneficial owner of a senior subordinated note with a request by the Company addressed to the holder (A) to provide information concerning the nationality, residence, identity or connection with the Relevant Jurisdiction of the holder or such beneficial owner or connection with the Relevant Jurisdiction r (B) to make any declaration or other similar claim or satisfy any information or reporting requirement, which, in the case of (A) and (B), is required or imposed by a statute, treaty, regulation or administrative practice of the taxing jurisdiction as a precondition to exemption from all or part of such tax, duty, assessment or other governmental charge;

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(5) any payment of the principal of or premium or interest on any senior subordinated note to any holder who is a fiduciary, partnership or person other than the sole beneficial owner of the payment to the extent that, if the beneficial owner had held the senior subordinated note directly, such beneficial owner would not have been entitled to the Additional Amounts;

(6) except in the case of a winding up of the Company, any tax, duty, assessment or other governmental charge which would not have been imposed but for the presentation of a senior subordinated note for payment (where presentation is required) in the Relevant Jurisdiction (unless by reason of the Company’s actions, presentment could not have been made elsewhere); or

(7) any combination of the items listed above.

Such Additional Amounts are also not be payable where, had the beneficial owner of the senior subordinated note been the Holder, it would not have been entitled to payment of Additional Amounts by reason of clauses (1) through (7) above.

If any taxes are required to be deducted or withheld from payments on the senior subordinated notes or under the Guarantees, the Company shall promptly provide a receipt of the payment of such taxes (or if such receipt is not available, any other evidence of payment reasonably acceptable to the Trustee).

Any reference herein to the payment of the principal or interest on any senior subordinated note shall be deemed to include the payment of Additional Amounts provided for in the Senior Subordinated Note Indenture to the extent that, in such context, Additional Amounts are, were or would be payable under the Senior Subordinated Note Indenture.

Additional Interest

Additional Interest may accrue on the senior subordinated notes in certain circumstances pursuant to the registration rights agreement relating to the senior subordinated notes. All references in the Senior Subordinated Note Indenture, in any context, to any interest or other amount payable on or with respect to the senior subordinated notes shall be deemed to include any Additional Interest pursuant to the registration rights agreement. Principal of, premium, if any, and interest on the senior subordinated notes will be payable at the office or agency of the Issuers maintained for such purpose within the City and State of New York or, at the option of the Issuers, payment of interest may be made by check mailed to the Holders of the senior subordinated notes at their respective addresses set forth in the register of Holders; provided, however, that all payments of principal, premium, if any, and interest with respect to the senior subordinated notes represented by one or more global notes registered in the name of or held by DTC or its nominee will be made by wire transfer of immediately available funds to the accounts specified by the Holder or Holders thereof. Until otherwise designated by the Issuers, the Issuers’ office or agency in New York will be the office of the Trustee maintained for such purpose.

Mandatory Redemption; Offers to Purchase; Open Market Purchases

The Issuers are not required to make any mandatory redemption or sinking fund payments with respect to the senior subordinated notes. However, under certain circumstances, the Issuers may be required to offer to purchase senior subordinated notes as described under the caption “Repurchase at the Option of Holders.” The Issuers may at any time and from time to time purchase senior subordinated notes in the open market or otherwise.

Optional Redemption

At any time prior to December 1, 2010, the Issuers may redeem all or a part of the senior subordinated notes, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to each Holder’s registered address or otherwise delivered in accordance with the procedures of DTC, at a redemption price equal to 100% of the principal amount of the senior subordinated notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Additional Interest, if any, to the redemption date, subject

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to the right of Holders of record of senior subordinated notes on the relevant record date to receive interest due on the relevant interest payment date.

On and after December 1, 2010, the Issuers may redeem the senior subordinated notes, in whole or in part, upon notice as described under the heading “Repurchase at the Option of Holders — Selection and Notice,” at the redemption prices (expressed as percentages of principal amount of the senior subordinated notes to be redeemed) set forth below, plus accrued and unpaid interest thereon and Additional Interest, if any, to the applicable redemption date, subject to the right of Holders of record of senior subordinated notes on the relevant record date to receive interest due on the relevant interest payment date, if redeemed during the 12 month period beginning on December 1 of each of the years indicated below:

Year	Percentage
2010		105.938	%
2011		103.958	%
2012		101.979	%
2013 and thereafter		100.000	%

In addition, until December 1, 2008, the Issuers may, at their option, on one or more occasions redeem up to 35% of the aggregate principal amount of senior subordinated notes at a redemption price equal to 111.875% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon and Additional Interest, if any, to the applicable redemption date, subject to the right of Holders of record of senior subordinated notes on the relevant record date to receive interest due on the relevant interest payment date, with the net cash proceeds of one or more Equity Offerings and redeem up to 35% of the aggregate principal amount of the Subordinated Notes at a redemption price equal to 111.875% of the aggregate principal amount thereof, plus and unpaid interest thereon and Additional Interest, if any, to the applicable redemption date, subject to the right of the Holders of record of senior subordinated notes on the relevant record date to receive interest due on the relevant interest payment date, with the net proceeds of one or more Designated Asset Sales; provided, however, that at least $150 million aggregate principal amount of senior subordinated notes and at least 50% of the sum of the aggregate principal amount of senior subordinated notes originally issued under the Senior Subordinated Note Indenture and any Additional Notes issued under the Senior Subordinated Note Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further, however, that each such redemption occurs within 90 days of the date of closing of each such Equity Offering or Designated Asset Sales, as the case may be.

Notice of any redemption upon any Equity Offering or Designated Asset Sale may be given prior to the completion thereof, and any such redemption or notice may, at the Issuers’ discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering or Designated Asset Sale.

If the Issuers redeem less than all outstanding senior subordinated notes, the Trustee shall select the senior subordinated notes to be redeemed in the manner described under “Repurchase at the Option of Holders — Selection and Notice.”

Redemption Upon Changes in Withholding Taxes

If, as a result of:

(1) any amendment after the date of the Senior Subordinated Note Indenture to, or change after the date of the Senior Subordinated Note Indenture in, the laws or regulations of any Relevant Jurisdiction, or

(2) any change after the date of the Senior Subordinated Note Indenture in the general application or general or official interpretation of the laws, treaties or regulations of any Relevant Jurisdiction applicable any Issuer or any Guarantor,

any Issuer or any Guarantor would be obligated to pay, on the next date for any payment and as a result of that change, Additional Amounts as described above under “— Additional Amounts” with respect to the Relevant Jurisdiction, which any Issuer or any Guarantor cannot avoid by the use of reasonable measures

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available to it, then the Company may redeem all or part of the senior subordinated notes, at any time thereafter, upon not less than 30 nor more than 60 days’ notice, at a redemption price of 100% of the principal amount, plus accrued and unpaid interest and Additional Interest, if any, to the redemption date. Such redemption shall also be permitted if any Issuer or any Guarantor determines that, as a result of any action take by any legislative body of, taxing authority of, or any action brought in a court of competent jurisdiction, in any Relevant Jurisdiction, which action is taken or brought on or after the Issue Date, there is a substantial probability that any Issuer or any Guarantor would be required to pay Additional Amounts. Prior to the giving of any notice of redemption described in this paragraph, the Company will deliver an Officer’s Certificate stating that:

(1) the obligation to pay such Additional Amounts cannot be avoided by any Issuer or any Guarantor taking reasonable measures available to it; and

(2) any Issuer or any Guarantor has or will become, or there is a substantial probability that it will become obligated to pay such Additional Amounts as a result of an amendment or change in the laws, treaties or regulations of any Relevant Jurisdiction or a change in the application or interpretation of the laws, treaties or regulations of the Relevant Jurisdiction.

Repurchase at the Option of Holders

Change of Control

The senior subordinated notes provide that if a Change of Control occurs, unless the Issuers have previously or concurrently mailed a redemption notice with respect to all the outstanding senior subordinated notes as described under “Optional Redemption,” the Issuers will make an offer to purchase all of the senior subordinated notes pursuant to the offer described below (the “Change of Control Offer”) at a price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Additional Interest, if any, to the date of purchase, subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date. Within 30 days following any Change of Control, the Issuers will send notice of such Change of Control Offer, with a copy to the Trustee, to each Holder of senior subordinated notes by first-class mail to the address of such Holder appearing in the security register or otherwise in accordance with the procedures of DTC, with the following information:

(1) that a Change of Control Offer is being made pursuant to the covenant entitled “Change of Control,” and the circumstances and relevant facts regarding such Change of Control;

(2) the purchase price and the purchase date, which will be no earlier than 30 days nor later than 60 days from the date of such notice (the “Change of Control Payment Date”);

(3) that all senior subordinated notes properly tendered pursuant to such Change of Control Offer will be accepted for payment by us, that any senior subordinated note not properly tendered will remain outstanding and continue to accrue interest, and that unless the Issuers default in the payment of the Change of Control Payment, all senior subordinated notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on the Change of Control Payment Date; and

(4) the instructions, as determined by us, consistent with the covenant described hereunder, that a Holder must follow in connection with the Change of Control Offer.

The Issuers will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of senior subordinated notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of the Senior Subordinated Note Indenture, the Issuers will comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations described in the Senior Subordinated Note Indenture by virtue thereof.

On the Change of Control Payment Date, the Issuers will, to the extent permitted by law,

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(1) accept for payment all senior subordinated notes or portions thereof properly tendered pursuant to the Change of Control Offer,

(2) deposit with the paying agent an amount equal to the aggregate Change of Control Payment in respect of all senior subordinated notes or portions thereof so tendered, and

(3) deliver, or cause to be delivered, to the Trustee for cancellation the senior subordinated notes so accepted together with an Officer’s Certificate to the Trustee stating that such senior subordinated notes or portions thereof have been tendered to and purchased by us.

The Senior Credit Facilities presently do, and future credit agreements to which the Issuers become a party may, provide that certain change of control events with respect to us (including a Change of Control under the Senior Subordinated Note Indenture) would constitute a default thereunder. If the Issuers experience a change of control that triggers a default under the Senior Credit Facilities, the Issuers could seek a waiver of such default or seek to refinance the Senior Credit Facilities. In the event the Issuers do not obtain such a waiver or refinance the Senior Credit Facilities, such default could result in amounts outstanding under the Senior Credit Facilities being declared due and payable. In such circumstances, the subordination provisions in the Senior Subordinated Note Indenture would likely restrict payments to the holders of the senior subordinated notes.

The Issuers’ ability to pay cash to the Holders of senior subordinated notes following the occurrence of a Change of Control may be limited by their then-existing financial resources. Sufficient funds may not be available when necessary to make any required repurchases.

The Change of Control purchase feature of the senior subordinated notes may in certain circumstances make more difficult or discourage a sale or takeover of the Company and, thus, the removal of incumbent management. The Change of Control purchase feature is a result of negotiations between the Initial Purchasers and the Issuers. The Issuers have no present intention to engage in a transaction involving a Change of Control, although it is possible that the Issuers could decide to do so in the future. Subject to the limitations discussed below, the Issuers could, in the future, enter into certain transactions, including acquisitions, refinancings or other recapitalizations, that would not constitute a Change of Control under the Senior Subordinated Note Indenture, but that could increase the amount of indebtedness outstanding at such time or otherwise affect the Issuers’ capital structure or credit ratings. Restrictions on the Issuers’ ability to incur additional Indebtedness are contained in the covenants described under “Certain Covenants — Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock” and “Certain Covenants — Liens.” Such restrictions in the Senior Subordinated Note Indenture can be waived only with the consent of the Holders of a majority in principal amount of the senior subordinated notes then outstanding. Except for the imitations contained in such covenants, however, the Senior Subordinated Note Indenture does not contain any covenants or provisions that may afford Holders of the senior subordinated notes protection in the event of a highly leveraged transaction.

The Issuers will not be required to make a Change of Control Offer following a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the Senior Subordinated Note Indenture applicable to a Change of Control Offer made by us and purchases all senior subordinated notes validly tendered and not withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control, conditional upon completion of the transaction constituting such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.

The definition of “Change of Control” includes a disposition of all or substantially all of the Issuers’ assets to any Person. Although there is a limited body of case law interpreting the phrase “substantially all,” there is no precise established definition of the phrase under applicable law. Accordingly, in certain circumstances there may be a degree of uncertainty as to whether a particular transaction would involve a disposition of “all or substantially all” of the Issuers’ assets. As a result, it may be unclear as to whether a

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Change of Control has occurred and whether a Holder of senior subordinated notes may require us to make an offer to repurchase the senior subordinated notes as described above.

The provisions under the Senior Subordinated Note Indenture relative to the Issuers’ obligation to make an offer to repurchase the senior subordinated notes as a result of a Change of Control may be waived or modified with the written consent of the Holders of a majority in principal amount of the senior subordinated notes.

Asset Sales

The Senior Subordinated Note Indenture provides that the Company will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale, unless:

(1) the Company or such Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value (as determined in good faith by the Company) of the assets sold or otherwise disposed of; and

(2) except in the case of a Permitted Asset Swap, at least 75% of the consideration therefor received by the Company or such Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents; provided, however, that, for purposes of this provision and for no other purpose, each of the following shall be deemed to be cash:

(a) any liabilities (as shown on the Company’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto) of the Company or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the senior subordinated notes, that are assumed by the transferee of such assets and with respect to which the Company and all of its Restricted Subsidiaries have been validly released by all creditors in writing,

(b) any securities received by the Company or such Restricted Subsidiary from such transferee that are converted by the Company or such Restricted Subsidiary into cash (to the extent of the cash received) within 180 days following the closing of such Asset Sale to the extent of the cash received in such conversion, and

(c) any Designated Non-cash Consideration received by the Company or such Restricted Subsidiary having an aggregate fair market value (as determined in good faith by the Company), taken together with all other Designated Non-cash Consideration received pursuant to this clause (c) that is at that time outstanding, not to exceed the greater of $150.0 million and 6% of Total Assets at the time of the receipt of such Designated Non-cash Consideration, with the fair market value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value.

Within 450 days after the receipt of any Net Proceeds of any Asset Sale, the Company or any Restricted Subsidiary, at its option, may apply the Net Proceeds from such Asset Sale,

(1) to permanently reduce:

(a) Obligations under the Senior Indebtedness, and to correspondingly reduce commitments with respect thereto;

(b) Obligations under other Senior Subordinated Indebtedness (and to correspondingly reduce commitments with respect thereto), provided, however, that the Company shall equally and ratably reduce Obligations under the senior subordinated notes as provided under “Optional Redemption, “through open-market purchases (to the extent such purchases are at or above 100% of the principal amount thereof) or by making an offer (in accordance with the procedures set forth below for an Asset Sale Offer) to all Holders to purchase their senior subordinated notes at 100% of the principal amount thereof, plus the amount of accrued but unpaid interest, if any, on the amount of senior subordinated notes that would otherwise be prepaid; or

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(c) Indebtedness of a Restricted Subsidiary that is not a subsidiary co-issuer or a Guarantor, other than Indebtedness owed to the Company or another Restricted Subsidiary; or

(2) to:

(a) make capital expenditures,

(b) either (i) make Restricted Payments pursuant to clause (17) of the second paragraph of the covenant described under “Certain Covenants — Limitation on Restricted Payments,” or (ii) redeem senior notes and senior subordinated notes in accordance with “Optional Redemption,” in each case with the proceeds of Designated Asset Sales;

(c) make an Investment in any one or more businesses; provided, however, that any such Investment is in the form of the acquisition of Capital Stock and results in such business becoming a Restricted Subsidiary, or

(d) acquire properties or other assets

that, in the case of each of clauses (c) and (d), are either used or useful in a Similar Business or replace the businesses, properties and/or assets that are the subject of such Asset Sale; provided further, however, that a binding commitment shall be treated as a permitted application of the Net Proceeds from the date of such commitment so long as the Company or such other Restricted Subsidiary enters into such commitment with the good faith expectation that such Net Proceeds will be applied to satisfy such commitment within 180 days of such commitment (an “Acceptable Commitment”) and, in the event any Acceptable Commitment is later cancelled or terminated for any reason before the Net Proceeds are applied in connection therewith, the Company or such Restricted Subsidiary enters into another Acceptable Commitment (a “Second Commitment”) within 180 days of such cancellation or termination; provided, however, that if any Second Commitment is later cancelled or terminated for any reason before such Net Proceeds are applied, then such Net Proceeds shall constitute Excess Proceeds.

Any Net Proceeds from the Asset Sale that are not invested or applied as provided and within the time period set forth in the preceding paragraph will be deemed to constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $25.0 million, the Issuers shall make an offer to all Holders of the senior subordinated notes and, if required by the terms of any Indebtedness that is pari passu with the senior subordinated notes (“Pari Passu Indebtedness”), to the holders of such Pari Passu Indebtedness (an “Asset Sale Offer”), to purchase the maximum aggregate principal amount (or accreted value, as applicable) of the senior subordinated notes and such Pari Passu Indebtedness that is an integral multiple of $1,000 that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest, if any, to the date fixed for the closing of such offer, in accordance with the procedures set forth in the Senior Subordinated Note Indenture. The Issuers will commence an Asset Sale Offer with respect to Excess Proceeds within ten Business Days after the date that Excess Proceeds exceed $25.0 million by delivering the notice required pursuant to the terms of the Senior Subordinated Note Indenture, with a copy to the Trustee.

To the extent that the aggregate amount of senior subordinated notes and such Pari Passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Issuers may use any remaining Excess Proceeds for general corporate purposes, subject to other covenants contained in the Senior Subordinated Note Indenture. If the aggregate principal amount of senior subordinated notes or the Pari Passu Indebtedness surrendered by such holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the senior subordinated notes and such Pari Passu Indebtedness to be purchased on a pro rata basis based on the accreted value or principal amount of the senior subordinated notes or such Pari Passu Indebtedness tendered. Upon completion of any such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero.

Pending the final application of any Net Proceeds pursuant to this covenant, the holder of such Net Proceeds may apply such Net Proceeds temporarily to reduce Indebtedness outstanding under a revolving

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credit facility or otherwise invest such Net Proceeds in any manner not prohibited by the Senior Subordinated Note Indenture.

The Issuers will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of the senior subordinated notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of the Senior Subordinated Note Indenture, the Issuers will comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations described in the Senior Subordinated Note Indenture by virtue thereof.

On February 28, 2006, we sold our Storage Business to PMC-Sierra, Inc. for $420 million in cash. We used the net proceeds from the sale of our Storage Business to permanently repay borrowings under our term loan facility. On May 1, 2006, we sold our Printer ASICs Business to Marvell Technology Group Ltd. (“Marvell”). Our agreement with Marvell also provides for up to $35 million in additional performance-based payments by Marvell to us upon the achievement of certain revenue targets by the acquired business. We used $245 million of net proceeds from the sale of our Printer ASICs Business to permanently repay borrowings under our term loan facility.

Selection and Notice

If the Issuers are redeeming less than all of the senior subordinated notes outstanding at any time, the Trustee will select the senior subordinated notes to be redeemed (a) if the senior subordinated notes are listed on any national securities exchange, in compliance with the requirements of the principal national securities exchange on which the senior subordinated notes are listed or (b) on a pro rata basis, by lot or by such other method as the Trustee shall deem fair and appropriate. No senior subordinated notes of $2,000 or less can be redeemed in part.

Notices of purchase or redemption shall be mailed by first-class mail, postage prepaid, at such Holder’s registered address or otherwise in accordance with the procedures of DTC, at least 30 but not more than 60 days before the purchase or redemption date to each Holder of senior subordinated notes, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the senior subordinated notes or a satisfaction and discharge of the Senior Subordinated Note Indenture. If any senior subordinated note is to be purchased or redeemed in part only, any notice of purchase or redemption that relates to such senior subordinated note shall state the portion of the principal amount thereof that has been or is to be purchased or redeemed.

The Issuers will issue a new senior subordinated note in a principal amount equal to the unredeemed portion of the original senior subordinated note in the name of the Holder upon cancellation of the original senior subordinated note. senior subordinated notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest ceases to accrue on senior subordinated notes or portions of them called for redemption.

Certain Covenants

Set forth below are summaries of certain covenants contained in the Senior Subordinated Note Indenture. During any period of time that: (i) the notes have Investment Grade Ratings from both Rating Agencies and (ii) no Default or Event of Default has occurred and is continuing under the Senior Subordinated Note Indenture (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”), the Company and the Restricted Subsidiaries will not be subject to the following provisions of the Senior Subordinated Note Indenture:

(1) “— Limitation on Restricted Payments,”

(2) ‘‘— Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock,”

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(3) “— Transactions with Affiliates,”

(4) “— Limitation on Guarantees of Indebtedness by Restricted Subsidiaries,”

(4) “— Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries,”

(5) “— Limitation on Layering;”

(6) “Repurchase at the Option of Holders — Asset Sales,” and

(7) clause (4) of the first paragraph of “Merger, Consolidation or Sale of All or Substantially All Assets”

(collectively, the “Suspended Covenants”). Upon the occurrence of a Covenant Suspension Event, the amount of Excess Proceeds from Net Proceeds shall be reset at zero. In addition, the Guarantees of the Guarantors will be suspended as of such date (the “Suspension Date”). In the event that the Company and the Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) one or both of the Rating Agencies withdraws its Investment Grade Rating or downgrades the rating assigned to the notes below an Investment Grade Rating, then the Company and the Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants with respect to future events and the Guarantees will be reinstated. The period of time between the Suspension Date and the Reversion Date is referred to in this description as the “Suspension Period.” Notwithstanding that the Suspended Covenants may be reinstated, no Default or Event of Default will be deemed to have occurred as a result of a failure to comply with the Suspended Covenants during the Suspension Period (or upon termination of the Suspension Period or after that time based solely on events that occurred during the Suspension Period).

On the Reversion Date, all Indebtedness incurred, or Disqualified Stock issued, during the Suspension Period will be classified to have been incurred or issued pursuant to clause (3) of the second paragraph of “— Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock.” Calculations made after the Reversion Date of the amount available to be made as Restricted Payments under “— Limitation on Restricted Payments” will be made as though the covenant described under “— Limitation on Restricted Payments” had been in effect since the Issue Date and prior to, but not during, the Suspension Period.

Limitation on Restricted Payments

The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly:

(I) declare or pay any dividend or make any payment or distribution on account of the Company’s or any of its Restricted Subsidiaries’ Equity Interests including any dividend or distribution payable in connection with any merger or consolidation other than:

(a) dividends or distributions by the Company payable solely in Equity Interests (other than Disqualified Stock) of the Company; or

(b) dividends or distributions by a Restricted Subsidiary so long as, in the case of any dividend or distribution payable on or in respect of any class or series of Equity Interests issued by a Restricted Subsidiary other than a Wholly Owned Subsidiary, the Company or a Restricted Subsidiary receives at least its pro rata share of such dividend or distribution in accordance with its Equity Interests in such class or series of Equity Interests;

(II) purchase, redeem, defease or otherwise acquire or retire for value any Equity Interests of the Company or any direct or indirect parent of the Company, including in connection with any merger or consolidation;

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(III) make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value, in each case prior to any scheduled repayment, sinking fund payment or Stated Maturity, any Subordinated Indebtedness, other than:

(a) with respect to Indebtedness permitted to be incurred pursuant to clauses (7) and (8) of the second paragraph of the covenant described under “— Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock;”

(b) a payment of interest, principal or related Obligations at Stated Maturity;

(c) the purchase, redemption, defeasance or other acquisition or retirement of Subordinated Indebtedness in anticipation of satisfying a sinking fund obligation or principal installment at Stated Maturity, in each case due within one year of the date of purchase, redemption, defeasance or acquisition or retirement; or

(IV) make any Restricted Investment;

(each such payment or other action set forth in clauses (I) through (IV) above being referred to as a “Restricted Payment”), unless, at the time of and immediately after giving effect to such Restricted Payment:

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

(2) the Company would have been permitted to incur at least $1.00 of additional Indebtedness pursuant to the provisions of the first paragraph of the covenant described under “— Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock;” and

(3) such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by the Company and its Restricted Subsidiaries after the Issue Date (including Restricted Payments permitted by clauses (1), (2) (with respect to the payment of dividends on Refunding Capital Stock (as defined below) pursuant to clause (b) thereof only), (6)(c) and (9) of the next succeeding paragraph, but excluding all other Restricted Payments permitted by the next succeeding paragraph), is less than the sum of (without duplication):

(a) 50% of the Consolidated Net Income of the Company for the period (taken as one accounting period) beginning November 1, 2005, to the end of the Company’s most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment, or, if such Consolidated Net Income for such period is a deficit, minus 100% of such deficit; plus

(b) 100% of the aggregate net cash proceeds and the fair market value, as determined in good faith by the Company, of marketable securities or other property received by the Company after the Issue Date (other than net cash proceeds to the extent such net cash proceeds have been relied upon to incur Indebtedness, Disqualified Stock or Preferred Stock pursuant to clause (12)(a) of the second paragraph of “— Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock”) from the issue or sale of:

(i) (A) Equity Interests of the Company, including Treasury Capital Stock (as defined below), but excluding such proceeds and such fair market value, as determined in good faith by the Company, of marketable securities or other property received from the sale of:

(x) Equity Interests to members of management, directors or consultants of the Company, any direct or indirect parent company of the Company and the Company’s Subsidiaries after the Issue Date to the extent such amounts have been applied to make Restricted Payments in accordance with clause (4) of the next succeeding paragraph; and

(y) Designated Preferred Stock; and

(B) to the extent such net cash proceeds are actually contributed to the Company, Equity Interests of any direct or indirect parent company of the Company (excluding contributions of the proceeds from the sale of Designated Preferred Stock of any such parent company or

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contributions to the extent such amounts have been applied to make Restricted Payments in accordance with clause (4) of the next succeeding paragraph); or

(ii) debt securities of the Company that have been converted into or exchanged for Equity Interests of the Company;

provided, however, that the calculation set forth in this clause (b) shall not include the net cash proceeds or fair market value of marketable securities or other property received from the sale of (W) Refunding Capital Stock (as defined below), (X) Equity Interests or debt securities of the Company that are convertible into or exchangeable for Equity Interests of the Company, in each case sold to a Restricted Subsidiary (Y) Disqualified Stock or debt securities that have been converted into Disqualified Stock or (Z) Excluded Contributions; plus

(c) 100% of the aggregate amount of net cash proceeds and the fair market value, as determined in good faith by the Company, of marketable securities or other property contributed to the capital of the Company after the Issue Date (other than net cash proceeds (A) to the extent such net cash proceeds have been relied upon to incur Indebtedness, Disqualified Stock or Preferred Stock pursuant to clause (12)(a) of the second paragraph of “— Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock,” (B) contributed by a Restricted Subsidiary and (C) constituting an Excluded Contribution); plus

(d) 100% of the aggregate amount received in cash and the fair market value, as determined in good faith by the Company, of marketable securities or other property received from:

(i) the sale or other disposition (other than to the Company or a Restricted Subsidiary) of Restricted Investments made by the Company or its Restricted Subsidiaries and repurchases and redemptions of such Restricted Investments from the Company or its Restricted Subsidiaries and repayments of loans or advances, and releases of guarantees, which constitute Restricted Investments by the Company or its Restricted Subsidiaries, in each case after the Issue Date; or

(ii) the sale (other than to the Company or a Restricted Subsidiary) of the Capital Stock of an Unrestricted Subsidiary or a distribution or dividend from an Unrestricted Subsidiary, in each case after the Issue Date (other than in each case to the extent the investment in such Unrestricted Subsidiary was made by the Company or a Restricted Subsidiary pursuant to clause (7) of the next succeeding paragraph or to the extent such Investment constituted a Permitted Investment); plus

(e) in the case of the redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary after the Issue Date, the fair market value of the Investment in such Unrestricted Subsidiary, as determined by the Company in good faith or if such fair market value exceeds $25.0 million, in writing by an Independent Financial Advisor, at the time of such redesignation (other than an Unrestricted Subsidiary to the extent the Investment in such Unrestricted Subsidiary was made by the Company or a Restricted Subsidiary pursuant to clause (7) of the next succeeding paragraph or to the extent such Investment constituted a Permitted Investment).

The foregoing provisions will not prohibit:

(1) the payment of any dividend within 60 days after the date of declaration thereof, if at the date of declaration such payment would have complied with the provisions of the Senior Subordinated Note Indenture;

(2) (a) the purchase, redemption, defeasance or other acquisition or retirement for value of any Equity Interests (“Treasury Capital Stock”) or Subordinated Indebtedness of the Company or any Equity Interests of any direct or indirect parent company of the Company, in exchange for, or out of the proceeds of the substantially concurrent sale (other than to a Restricted Subsidiary of the Company) of, Equity Interests of the Company or any direct or indirect parent company of the Company to the extent contributed to the Company (in each case, other than any Disqualified Stock) (“Refunding Capital

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Stock”) and (b) if immediately prior to the retirement of Treasury Capital Stock, the declaration and payment of dividends thereon was permitted under clause (6) of this paragraph, the declaration and payment of dividends on the Refunding Capital Stock (other than Refunding Capital Stock the proceeds of which were used to purchase, redeem, defease or otherwise acquire or retire for value any Equity Interests of any direct or indirect parent company of the Company) in an aggregate amount in any calendar year no greater than the aggregate amount of dividends per annum that were declarable and payable on such Treasury Capital Stock immediately prior to such retirement;

(3) the purchase, redemption, defeasance or other acquisition or retirement for value of Subordinated Indebtedness of the Issuers or a Guarantor made by exchange for, or out of the proceeds of the substantially concurrent sale of, Refinancing Indebtedness of the Issuers or a Guarantor, as the case may be that is incurred in compliance with the covenant described under “— Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock;”

(4) the purchase, redemption, defeasance or other acquisition or retirement for value of Equity Interests (other than Disqualified Stock) of the Company or any of its direct or indirect parent companies held by any future, present or former employee, director or consultant of the Company, any of its Subsidiaries or any of its direct or indirect parent companies pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement; provided, however, that the aggregate Restricted Payments made under this clause (4) shall not exceed in any calendar year $20.0 million (with unused amounts in any calendar year being carried over to succeeding calendar years subject to a maximum (without giving effect to the following proviso) of $40.0 million in any calendar year); provided further, however, that such amount in any calendar year may be increased by an amount not to exceed:

(a) the net cash proceeds from the sale of Equity Interests (other than Disqualified Stock) of the Company and, to the extent contributed to the Company, Equity Interests of any of the Company’s direct or indirect parent companies, in each case to members of management, directors or consultants of the Company, any of its Subsidiaries or any of its direct or indirect parent companies that occurs after the Issue Date, to the extent such net cash proceeds have not otherwise been applied to make Restricted Payments pursuant to clause (3) of the preceding paragraph; plus

(b) the net cash proceeds of key man life insurance policies received by the Company or its Restricted Subsidiaries after the Issue Date; less

(c) the amount of any Restricted Payments previously made with the cash proceeds described in clauses (a) and (b) of this clause (4);

provided, further, that cancellation of Indebtedness owing to the Company from members of management of the Company, any of the Company’s direct or indirect parent companies or any of the Company’s Restricted Subsidiaries in connection with a repurchase of Equity Interests of the Company or any of its direct or indirect parent companies will not be deemed to constitute a Restricted Payment for purposes of this covenant or any other provision of the Senior Subordinated Note Indenture;

(5) the declaration and payment of dividends to holders of any class or series of Disqualified Stock of the Company or any of its Restricted Subsidiaries issued in accordance with and to the extent permitted by the covenant described under “— Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock” to the extent such dividends are included in the definition of “Fixed Charges;”

(6) the declaration and payment of dividends:

(a) to holders of any class or series of Designated Preferred Stock (other than Disqualified Stock) issued by the Company after the Issue Date;

(b) to a direct or indirect parent company of the Company, to the extent that the proceeds of which are used to fund the payment of dividends to holders of any class or series of Designated

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Preferred Stock (other than Disqualified Stock) of such parent company issued after the Issue Date, provided, however, that the amount of dividends paid pursuant to this clause (b) shall not exceed the aggregate amount of cash actually contributed to the Company from the sale of such Designated Preferred Stock;

(c) to holders of Refunding Capital Stock that is Preferred Stock and that was exchanged for, or the proceeds of which were used to purchase, redeem, defease or otherwise acquire or retire for value, any Preferred Stock (other than Preferred Stock of the Company outstanding on the Issue Date) in excess of the dividends declarable and payable thereon pursuant to clause (2) of this paragraph;

provided, however, in the case of each of clauses (a), (b) and (c) of this clause (6), that for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date of declaration of any such dividends, after giving effect to such declaration on a pro forma basis, the Company and its Restricted Subsidiaries on a consolidated basis would have had a Fixed Charge Coverage Ratio of at least 2.00 to 1.00;

(7) Investments in Unrestricted Subsidiaries having an aggregate fair market value, taken together with all other Investments made pursuant to this clause (7) that are at the time outstanding, without giving effect to the sale of an Unrestricted Subsidiary to the extent the proceeds of such sale do not consist of cash or marketable securities, not to exceed the greater of $50.0 million and 2% of Total Assets at the time of such Investment (with the fair market value of each Investment being determined in good faith by the Company at the time made and without giving effect to subsequent changes in value);

(8) repurchases of Equity Interests deemed to occur upon exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants;

(9) the declaration and payment of dividends on the Company’s common stock (or the payment of dividends to any direct or indirect parent company to fund a payment of dividends on such company’s common stock), following the consummation of an underwritten public offering of the Company’s common stock or the common stock of any of its direct or indirect parent companies after the Issue Date, of up to 6% per annum of the net cash proceeds received by or contributed to the Company in or from any such public offering, other than public offerings with respect to common stock registered on Form S-8 and other than any public sale constituting an Excluded Contribution;

(10) Restricted Payments that are made with Excluded Contributions;

(11) other Restricted Payments in an aggregate amount, taken together with all other Restricted Payments made pursuant to this clause (11), not to exceed the greater of $50.0 million and 2% of Total Assets at the time made;

(12) distributions or payments of Receivables Fees;

(13) any Restricted Payment used to fund the Transactions and the fees and expenses related thereto or owed to Affiliates, in each case to the extent permitted by the covenant described under “— Transactions with Affiliates;”

(14) the repurchase, redemption or other acquisition or retirement for value of any Subordinated Indebtedness pursuant to provisions similar to those described under the captions “Repurchase at the Option of Holders — Change of Control” and “Repurchase at the Option of Holders — Asset Sales;” provided that all senior subordinated notes tendered by Holders in connection with a Change of Control Offer or Asset Sale Offer, as applicable, have been purchased, redeemed, defeased or acquired for value;

(15) the declaration and payment of dividends by the Company to, or the making of loans to, any direct or indirect parent in amounts required for any direct or indirect parent companies to pay, in each case without duplication:

(a) franchise taxes and other fees, taxes and expenses required to maintain their corporate existence;

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(b) federal, state and local income taxes, to the extent such income taxes are attributable to the income of the Company and its Restricted Subsidiaries and, to the extent of the amount actually received from its Unrestricted Subsidiaries, in amounts required to pay such taxes to the extent attributable to the income of such Unrestricted Subsidiaries; provided, however, that in each case the amount of such payments in any fiscal year does not exceed the amount that the Company and its Restricted Subsidiaries would be required to pay in respect of federal, state and local taxes for such fiscal year were the Company, its Restricted Subsidiaries and its Unrestricted Subsidiaries (to the extent described above) to pay such taxes separately from any such parent company;

(c) customary salary, bonus and other benefits payable to officers and employees of any direct or indirect parent company the Company to the extent such salaries, bonuses and other benefits are attributable to the ownership or operation of the Company and its Restricted Subsidiaries;

(d) general corporate operating and overhead costs and expenses of any direct or indirect parent company of the Company to the extent such costs and expenses are attributable to the ownership or operation of the Company and its Restricted Subsidiaries; and

(e) fees and expenses other than to Affiliates of the Company related to any unsuccessful equity or debt offering of such parent company;

(16) the distribution, by dividend or otherwise, by the Company or a Restricted Subsidiary, of shares of Capital Stock of, or Indebtedness owed to the Company or a Restricted Subsidiary by Unrestricted Subsidiaries;

(17) at any time on or prior to the third anniversary of the Issue Date, Restricted Payments that are made with the proceeds from Designated Asset Sales; or

(18) at any time on or prior to July 31, 2006, Restricted Payments that are made with the proceeds from any Tranche B-2 Term Loan Commitment (as defined in the Senior Credit Facilities) to the extent permitted by the Senior Credit Facilities;

provided, however, that at the time of, and after giving effect to, any Restricted Payment permitted under clauses (11), (17) and (18) no Default shall have occurred and be continuing or would occur as a consequence thereof.

As of the date of this prospectus, all of the Company’s Subsidiaries (including the subsidiary co-issuers) are Restricted Subsidiaries. The Company will not permit any Unrestricted Subsidiary to become a Restricted Subsidiary except pursuant to the last sentence of the definition of “Unrestricted Subsidiary.” For purposes of designating any Restricted Subsidiary as an Unrestricted Subsidiary, all outstanding Investments by the Company and its Restricted Subsidiaries (except to the extent repaid) in the Subsidiary so designated will be deemed to be Restricted Payments in an amount determined as set forth in the last sentence of the definition of “Investment.” Such designation will be permitted only if a Restricted Payment in such amount would be permitted at such time, whether pursuant to the first paragraph of this covenant or under clause (7), (10) or (11) of the second paragraph of this covenant, or pursuant to the definition of “Permitted Investments,” and if such Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. Unrestricted Subsidiaries will not be subject to any of the restrictive covenants set forth in the Senior Subordinated Note Indenture.

Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock

The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise (collectively, “incur” and collectively, an “incurrence”) with respect to any Indebtedness (including Acquired Indebtedness) and the Company will not issue any shares of Disqualified Stock and will not permit any Restricted Subsidiary to issue any shares of Disqualified Stock or Preferred Stock; provided, however, that the Company may incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and any of its Restricted Subsidiaries may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of Preferred Stock, if the Fixed Charge Coverage Ratio on a

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consolidated basis for the Company and its Restricted Subsidiaries’ most recently ended four fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock or Preferred Stock is issued would have been at least 2.00 to 1.00, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred, or the Disqualified Stock or Preferred Stock had been issued, as the case may be, and the application of proceeds therefrom had occurred at the beginning of such four-quarter period; provided, however, that Restricted Subsidiaries that are not Guarantors may not incur Indebtedness or issue Disqualified Stock or Preferred Stock if, after giving pro forma effect to such incurrence or issuance (including a pro forma application of the net proceeds therefrom), more than an aggregate of $125.0 million of Indebtedness or Disqualified Stock or Preferred Stock of Restricted Subsidiaries that are not Guarantors is outstanding pursuant to this paragraph at such time.

The foregoing limitations will not apply to:

(1) the incurrence of Indebtedness under Credit Facilities by the Company or any of its Restricted Subsidiaries and the issuance and creation of letters of credit and bankers’ acceptances thereunder (with letters of credit and bankers’ acceptances being deemed to have a principal amount equal to the face amount thereof), up to an aggregate principal amount of $975.0 million outstanding at any one time, less up to $215.0 million in the aggregate of mandatory principal payments actually made by the borrower thereunder in respect of Indebtedness thereunder with the proceeds of the Storage Sale;

(2) the incurrence by the Issuers and any Guarantor of Indebtedness represented by the senior subordinated notes and the senior notes (including any Guarantee) (other than any Additional Notes) and any notes and guarantees issued in exchange for the senior subordinated notes, the senior notes and Guarantees pursuant to a registration rights agreement;

(3) Indebtedness of the Company and its Restricted Subsidiaries in existence on the Issue Date (other than Indebtedness described in clauses (1) and (2));

(4) (a) Indebtedness (including Capitalized Lease Obligations), Disqualified Stock and Preferred Stock incurred by the Company or any of its Restricted Subsidiaries, to finance the purchase, lease or improvement of property (real or personal) or equipment that is used or useful in a Similar Business, whether through the direct purchase of assets or the Capital Stock of any Person owning such assets, in an aggregate principal amount at the date of such incurrence (including all Refinancing Debt Incurred to refinance any other Indebtedness incurred pursuant to this clause (4)(a)) not to exceed the greater of $100.0 million and 4% of Total Assets; provided, however, that such Indebtedness exists at the date of such purchase or transaction, or is created within 270 days thereafter, and (b) other Indebtedness under Capitalized Lease Obligations in a principal amount that does not exceed $50.0 million in the aggregate at any time outstanding, together with other Indebtedness under Capitalized Lease Obligations incurred under this clause (4)(b) (including all Refinancing Debt Incurred to refinance any other Indebtedness incurred pursuant to this clause (4)(b));

(5) Indebtedness incurred by the Company or any of its Restricted Subsidiaries constituting reimbursement obligations with respect to letters of credit issued in the ordinary course of business, including letters of credit in respect of workers’ compensation claims, or other Indebtedness with respect to reimbursement type obligations regarding workers’ compensation claims; provided, however, that upon the drawing of such letter of credit or the incurrence of such Indebtedness, such obligations are reimbursed within 30 days following such drawing or incurrence;

(6) Indebtedness arising from agreements of the Company or its Restricted Subsidiaries providing for indemnification, adjustment of purchase price or similar obligations, in each case, incurred or assumed in connection with the disposition of any business, assets or the Capital Stock of a Subsidiary, other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or Capital Stock for the purpose of financing such acquisition; provided, however, that the maximum assumable liability in respect of all such Indebtedness shall at no time exceed the gross proceeds, including non-cash proceeds (the fair market value of such non-cash proceeds being measured at the time

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received and without giving effect to any subsequent changes in value), actually received by the Company and its Restricted Subsidiaries in connection with such disposition;

(7) Indebtedness of the Company to a Restricted Subsidiary; provided, however, that any subsequent issuance or transfer of any Capital Stock or any other event which results in such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such Indebtedness (except to the Company or another Restricted Subsidiary) shall be deemed, in each case, to be an incurrence of such Indebtedness; provided further, however, that any such Indebtedness owing to a Restricted Subsidiary that is not a subsidiary co-issuer or a Guarantor shall be expressly subordinated in right of payment to the senior subordinated notes;

(8) Indebtedness of a Restricted Subsidiary to the Company or another Restricted Subsidiary; provided, however, that if a subsidiary co-issuer or a Guarantor incurs such Indebtedness to a Restricted Subsidiary that is not a subsidiary co-issuer or a Guarantor, such Indebtedness is expressly subordinated in right of payment to the Notes in the case of a subsidiary co-issuer or the Guarantee of the senior subordinated notes of a Guarantor; provided further, however, that any subsequent transfer of any such Indebtedness (except to the Company or another Restricted Subsidiary) shall be deemed, in each case, to be an incurrence of such Indebtedness;

(9) shares of Preferred Stock of a Restricted Subsidiary issued to the Company or another Restricted Subsidiary, provided that any subsequent issuance or transfer of any Capital Stock or any other event which results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such shares of Preferred Stock (except to the Company or another of its Restricted Subsidiaries) shall be deemed in each case to be an issuance of such shares of Preferred Stock;

(10) Hedging Obligations (excluding Hedging Obligations entered into for speculative purposes) for the purpose of limiting interest rate risk with respect to any Indebtedness permitted to be incurred pursuant to this covenant, exchange rate risk or commodity pricing risk;

(11) obligations in respect of performance, bid, appeal and surety bonds and completion guarantees provided by the Company or any of its Restricted Subsidiaries in the ordinary course of business;

(12) (a) Indebtedness or Disqualified Stock of the Company and Indebtedness, Disqualified Stock or Preferred Stock of any Restricted Subsidiary equal to 200.0% of the net cash proceeds received by the Company after the Issue Date from the issue or sale of Equity Interests of the Company or cash contributed to the capital of the Company (in each case, other than proceeds of Disqualified Stock or sales of Equity Interests to the Company or any of its Subsidiaries) as determined in accordance with clauses (3)(b) and (3)(c) of the first paragraph of the covenant described under “— Limitation on Restricted Payments” to the extent such net cash proceeds or cash have not been applied pursuant to such clauses to make Restricted Payments or to make other Investments, payments or exchanges pursuant to the second paragraph of the covenant described under “— Limitation on Restricted Payments” or to make Permitted Investments (other than Permitted Investments specified in clauses (1) and (3) of the definition thereof) and (b) Indebtedness or Disqualified Stock of the Company and Indebtedness, Disqualified Stock or Preferred Stock of any Restricted Subsidiary not otherwise permitted hereunder in an aggregate principal amount or liquidation preference, which when aggregated with the principal amount and liquidation preference of all other Indebtedness, Disqualified Stock and Preferred Stock then outstanding and incurred pursuant to this clause (12)(b), does not at any one time outstanding exceed $175.0 million;

(13) the incurrence by the Company or any Restricted Subsidiary of the Company of Indebtedness, Disqualified Stock or Preferred Stock which serves to refund or refinance any Indebtedness, Disqualified Stock or Preferred Stock incurred pursuant to the first paragraph of this covenant, clauses (2), (3), (4) or (12)(a) above, this clause (13) or clause (14) below or any Indebtedness, Disqualified Stock or Preferred Stock incurred to so refund or refinance such Indebtedness, Disqualified Stock or Preferred Stock (the “Refinancing Indebtedness”); provided, however, that:

(a) the principal amount of such Refinancing Indebtedness does not exceed the principal amount of (or accreted value, if applicable), plus any accrued and unpaid interest on, the

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Indebtedness being so refunded or refinanced, plus the amount of any premium (including any tender premium and any defeasance costs, fees and premium required to be paid under the terms of the instrument governing such Indebtedness) and any fees and expenses incurred in connection with the issuance of such new Indebtedness;

(b) such Refinancing Indebtedness shall have a Weighted Average Life to Maturity at the time such Refinancing Indebtedness is incurred equal to or greater than the remaining Weighted Average Life to Maturity of the Indebtedness, Disqualified Stock or Preferred Stock being refunded or refinanced;

(c) if such Refinancing Indebtedness constitutes Subordinated Indebtedness, such Refinancing Indebtedness shall have a final scheduled maturity date equal to or later than the final scheduled maturity date of the Indebtedness being refunded or refinanced;

(d) to the extent such Refinancing Indebtedness refunds or refinances (i) Indebtedness that is subordinated to or pari passu with the senior subordinated notes, such Refinancing Indebtedness shall be subordinated to or pari passu with the senior subordinated notes or the Guarantee at least to the same extent as the Indebtedness being refinanced or refunded or (ii) Disqualified Stock or Preferred Stock, such Refinancing Indebtedness must be Disqualified Stock or Preferred Stock, respectively; and

(e) Refinancing Indebtedness shall not include:

(i) Indebtedness, Disqualified Stock or Preferred Stock of a Subsidiary of the Company that is not a subsidiary co-issuer or a Guarantor that refunds or refinances Indebtedness, Disqualified Stock or Preferred Stock of either an Issuer or a Guarantor; or

(ii) Indebtedness, Disqualified Stock or Preferred Stock of the Company or a Restricted Subsidiary that refunds or refinances Indebtedness, Disqualified Stock or Preferred Stock of an Unrestricted Subsidiary;

provided further, however, that subclause (b) of this clause (13) will not apply to any refunding or refinancing of any Indebtedness outstanding under Senior Indebtedness;

(14) Indebtedness, Disqualified Stock or Preferred Stock of (x) the Company or a Restricted Subsidiary incurred to finance an acquisition or (y) Persons that are acquired by the Company or any Restricted Subsidiary or merged with or into the Company or a Restricted Subsidiary in accordance with the terms of the Senior Subordinated Note Indenture; provided, however, that after giving effect to such acquisition or merger, either

(a) the Company would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first sentence of this covenant, or

(b) the Fixed Charge Coverage Ratio of the Company and the Restricted Subsidiaries would be greater than immediately prior to such acquisition or merger;

(15) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, provided, however, that such Indebtedness is extinguished within two Business Days of its incurrence;

(16) Indebtedness of the Company or any of its Restricted Subsidiaries supported by a letter of credit issued pursuant to Credit Facilities, in a principal amount not in excess of the stated amount of such letter of credit;

(17) (a) any guarantee by the Company or a Restricted Subsidiary of Indebtedness or other obligations of any Restricted Subsidiary so long as the incurrence of such Indebtedness incurred by such Restricted Subsidiary is permitted under the terms of the Senior Subordinated Note Indenture, or

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(b) any guarantee by a Restricted Subsidiary of Indebtedness of the Company; provided, however, that such guarantee is incurred in accordance with the covenant described below under “— Limitation on Guarantees of Indebtedness by Restricted Subsidiaries;” and

(18) Indebtedness owed by the Company or any of its Restricted Subsidiaries to current or former officers, directors and employees thereof, their respective estates, spouses or former spouses, in each case to finance the purchase or redemption of Equity Interests of the Company or any direct or indirect parent company of the Company to the extent described in clause (4) of the second paragraph under the caption “— Limitation on Restricted Payments.”

For purposes of determining compliance with this covenant:

(1) in the event that an item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) meets the criteria of more than one of the categories of permitted Indebtedness, Disqualified Stock or Preferred Stock described in clauses (1) through (18) above or is entitled to be incurred pursuant to the first paragraph of this covenant, the Company, in its sole discretion, will classify, and may thereafter reclassify, such item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) and will only be required to include the amount and type of such Indebtedness, Disqualified Stock or Preferred Stock in one of the above clauses; provided, however, that all Indebtedness outstanding under the Credit Facilities after the application of the net proceeds from the sale of the senior subordinated notes shall first be applied to clause (1) of the preceding paragraph; and

(2) at the time of incurrence, the Company will be entitled to divide and classify an item of Indebtedness in more than one of the types of Indebtedness described in the first and second paragraphs above (it being understood that any Indebtedness, Disqualified Stock or Preferred Stock incurred pursuant to clause (12)(b) or clause (4) of the second paragraph of this covenant shall cease to be deemed incurred or outstanding for purposes of first, clause (12)(b) and second, clause (4) and shall be deemed incurred for the purposes of the first paragraph of this covenant from and after the first date on which, and to the extent that, the Company or such Restricted Subsidiary could have incurred such Indebtedness, Disqualified Stock or Preferred Stock under the first paragraph of this covenant without reliance on clause (12)(b) or (4), as applicable).

Accrual of interest, the accretion of accreted value and the payment of interest or dividends in the form of additional Indebtedness, Disqualified Stock or Preferred Stock will not be deemed to be an incurrence of Indebtedness, Disqualified Stock or Preferred Stock for purposes of this covenant.

For purposes of determining compliance with any U.S. dollar-denominated restriction on the incurrence of Indebtedness, the U.S. dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was incurred, in the case of term debt, or first committed, in the case of revolving credit Indebtedness; provided, however, that if such Indebtedness is incurred to refinance other Indebtedness denominated in a foreign currency, and such refinancing would cause the applicable U.S. dollar denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed the principal amount of such Indebtedness being refinanced.

The principal amount of any Indebtedness incurred to refinance other Indebtedness, if incurred in a different currency from the Indebtedness being refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in which such respective Indebtedness is denominated that is in effect on the date of such refinancing.

Liens

The Company will not, and will not permit any subsidiary co-issuer or Guarantor to, directly or indirectly, create, incur, assume or suffer to exist any Lien (except Permitted Liens) that secures obligations under any Indebtedness ranking pari passu with or subordinated to the senior subordinated notes or any related

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Guarantee, on any asset or property of the Company or any subsidiary co-issuer or Guarantor, or any income or profits therefrom, or assign or convey any right to receive income therefrom, unless:

(1) in the case of Liens securing Subordinated Indebtedness, the senior subordinated notes and related Guarantees are secured by a Lien on such property, assets or proceeds that is senior in priority to such Liens; or

(2) in all other cases, the senior subordinated notes or the Guarantees are equally and ratably secured, except that the foregoing shall not apply to (a) Liens securing Indebtedness incurred under Credit Facilities, including any letter of credit facility relating thereto, pursuant to clause (1) of the second paragraph of the covenant described under “— Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock,” and (b) Liens securing Obligations in respect of any Senior Indebtedness.

Merger, Consolidation or Sale of All or Substantially All Assets

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

(1) the Company is the surviving Person or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a Person organized or existing under the laws of the jurisdiction of organization of the Company or the laws of the Republic of Singapore or of the United States, any state thereof, the District of Columbia, or any territory thereof (such Person, as the case may be, being herein called the “Successor Company”);

(2) the Successor Company, if other than the Company, expressly assumes all the obligations of the Company under the senior subordinated notes pursuant to supplemental indentures or other documents or instruments in form reasonably satisfactory to the Trustee;

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

(4) immediately after giving pro forma effect to such transaction and any related financing transactions, as if such transactions had occurred at the beginning of the applicable four-quarter period,

(a) the Successor Company would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first sentence of the covenant described under “— Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock,” or

(b) the Fixed Charge Coverage Ratio for the Successor Company, the Company and its Restricted Subsidiaries would be greater than such Ratio for the Company and its Restricted Subsidiaries immediately prior to such transaction;

(5) each subsidiary co-issuer and Guarantor, unless it is the other party to the transactions described above, in which case clause (b) of the second succeeding paragraph shall apply, shall have by supplemental indenture confirmed that its obligations under the Senior Subordinated Note Indenture and the senior notes or Guarantee, as the case may be, shall apply to such Person’s obligations under the Senior Subordinated Note Indenture, the senior subordinated notes and any registration rights agreement relating to the senior subordinated notes;

(6) if the merging corporation is organized and existing under the laws of the Republic of Singapore and the Successor Company is organized and existing under the laws of the United States of America, any state thereof, the District of Columbia or any territory thereof or if the merging corporation is organized and existing under the laws of the United States of America, any state thereof, the District of Columbia or any territory thereof and the Successor Company is organized and existing under the laws of the Republic of Singapore, the Company shall have delivered to the Trustee an Opinion of Counsel that

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the holders of the senior subordinated notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of the transaction and will be taxed for U.S. federal income tax purposes on the same amounts and at the same times as would have been the case if the transaction had not occurred;

(7) in the event that the Successor Company is organized and existing under the laws of a jurisdiction other than the merging corporation’s jurisdiction and an opinion is not delivered pursuant to clause (6) above, the Successor Company shall agree to withhold any taxes, duties, assessments or similar charges that arise as a consequence of such consolidation, merger or sale with respect to the payment of principal, premium or interest on the senior subordinated notes or Guarantees and to pay such additional amounts as may be necessary to ensure that the net amounts receivable by holders of the senior subordinated notes after any such withholding or deduction will equal the respective amounts of principal, premium and interest which would have been receivable in respect of the senior subordinated notes in the absence of such consolidation, merger or sale, to the extent that such additional amounts would be required by and subject to the terms (including all relevant exceptions) contained in “— Additional Amounts;” and

(8) the Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indentures, if any, comply with the Senior Subordinated Note Indenture.

The Successor Company will succeed to, and be substituted for the Company, as the case may be, under the Senior Subordinated Note Indenture, the Guarantees and the senior subordinated notes, as applicable. Notwithstanding the foregoing clauses (3) and (4),

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

(2) the Company may merge with an Affiliate of the Company solely for the purpose of reincorporating the Company in a state of the United States, the District of Columbia, any territory thereof or the Republic of Singapore so long as the amount of Indebtedness of the Company and its Restricted Subsidiaries is not increased thereby.

Subject to certain limitations described in the Senior Subordinated Note Indenture governing release of a subsidiary co-issuer from its obligations under the Senior Subordinated Note Indenture and senior notes and a Guarantor from its Guarantee upon the sale, disposition or transfer of a guarantor, no subsidiary co-issuer or Guarantor will, and the Company will not permit any subsidiary co-issuer or Guarantor to, consolidate or merge with or into or wind up into (whether or not an Issuer or Guarantor is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets, in one or more related transactions, to any Person unless:

(1) (a) such subsidiary co-issuer or Guarantor is the surviving corporation or the Person formed by or surviving any such consolidation or merger (if other than such subsidiary co-issuer or Guarantor) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation organized or existing under the laws of the jurisdiction of organization of such subsidiary co-issuer or Guarantor, as the case may be, or the laws of the Republic of Singapore, the United States, any state thereof, the District of Columbia, or any territory thereof (such Guarantor or such Person, as the case may be, being herein called the “Successor Person”);

(b) the Successor Person, if other than such subsidiary co-issuer or Guarantor, expressly assumes all the obligations of such subsidiary co-issuer or Guarantor under the Senior Subordinated Note Indenture and such related Guarantor’s Guarantee pursuant to supplemental indentures or other documents or instruments in form reasonably satisfactory to the Trustee;

(c) immediately after giving effect to such transaction, no Default or Event of Default exists; and

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(d) the Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indentures, if any, comply with the Senior Subordinated Note Indenture; or

(2) the transaction is made in compliance with the covenant described under “Repurchase at the Option of Holders — Asset Sales.”

Subject to certain limitations described in the Senior Subordinated Note Indenture, the Successor Person will succeed to, and be substituted for, such subsidiary co-issuer or Guarantor under the Senior Subordinated Note Indenture and such Guarantor’s Guarantee. Notwithstanding the foregoing, any subsidiary co-issuer or Guarantor may merge into or transfer all or part of its properties and assets to another subsidiary co-issuer or Guarantor or the Company.

Transactions with Affiliates

The Company will not, and will not permit any of its Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of the Company (each of the foregoing, an “Affiliate Transaction”) involving aggregate payments or consideration in excess of $5.0 million, unless:

(1) such Affiliate Transaction is on terms that are not materially less favorable to Company or its relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Company or such Restricted Subsidiary with an unrelated Person on an arm’s-length basis; and

(2) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate payments or consideration in excess of $20.0 million, the Company delivers to the Trustee a resolution adopted by the majority of the board of directors of the Company approving such Affiliate Transaction and set forth in an Officer’s Certificate certifying that such Affiliate Transaction complies with clause (1) above.

The foregoing provisions will not apply to the following:

(1) transactions between or among the Company or any of its Restricted Subsidiaries;

(2) Restricted Payments permitted by the provisions of the Senior Subordinated Note Indenture described above under the covenant “— Limitation on Restricted Payments” and the definition of “Permitted Investments;”

(3) the payment of management, consulting, monitoring and advisory fees and related expenses to the Investors pursuant to the Sponsor Advisory Agreement;

(4) the payment of reasonable and customary fees paid to, and indemnities provided on behalf of, officers, directors, employees or consultants of the Company, any of its direct or indirect parent companies or any of its Restricted Subsidiaries;

(5) transactions in which the Company or any of its Restricted Subsidiaries, as the case may be, delivers to the Trustee a letter from an Independent Financial Advisor stating that such transaction is fair to the Company or such Restricted Subsidiary from a financial point of view or stating that the terms are not materially less favorable to the Company or its relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Company or such Restricted Subsidiary with an unrelated Person on an arm’s-length basis;

(6) any agreement as in effect as of the Issue Date, or any amendment thereto (so long as any such amendment is not disadvantageous to the Company when taken as a whole as compared to the applicable agreement as in effect on the Issue Date);

(7) the existence of, or the performance by the Company or any of its Restricted Subsidiaries of its obligations under the terms of, any stockholders agreement (including any registration rights agreement or

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purchase agreement related thereto) to which it is a party as of the Issue Date and any similar agreements which it may enter into thereafter; provided, however, that the existence of, or the performance by the Company or any of its Restricted Subsidiaries of obligations under any future amendment to any such existing agreement or under any similar agreement entered into after the Issue Date shall only be permitted by this clause (7) to the extent that the terms of any such amendment or new agreement are not otherwise disadvantageous to the Holders when taken as a whole;

(8) the Transactions and the payment of all fees and expenses related to the Transactions, in each case as disclosed in this prospectus;

(9) transactions with customers, clients, suppliers, or purchasers or sellers of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of the Senior Subordinated Note Indenture, which are fair to the Company and its Restricted Subsidiaries, in the reasonable determination of the board of directors of the Company or the senior management thereof, or are on terms at least as favorable as are reasonably likely to have been obtained at such time from an unaffiliated party;

(10) the issuance of Equity Interests (other than Disqualified Stock) of Company to any Permitted Holder or to any director, officer, employee or consultant;

(11) sales of accounts receivable, or participations therein, in connection with any Receivables Facility;

(12) payments by the Company or any of its Restricted Subsidiaries to any of the Investors for financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, including, without limitation, in connection with acquisitions or divestitures, which payments are approved in good faith by a majority of the board of directors of the Company;

(13) payments or loans (or cancellation of loans) to employees or consultants of the Company, any of its direct or indirect parent companies or any of its Restricted Subsidiaries and employment agreements, stock option plans and other similar arrangements with such employees or consultants which, in each case, are approved in good faith by the Company; and

(14) investments by the Investors in securities of the Company or any of its Restricted Subsidiaries so long as (i) the investment is being offered generally to other investors on the same or more favorable terms and (ii) the investment constitutes less than 5% of the proposed or outstanding issue amount of such class of securities.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries

The Company will not, and will not permit any of its Restricted Subsidiaries that is not a subsidiary co-issuer or a Guarantor to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any such Restricted Subsidiary to:

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

(b) pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries;

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

(3) sell, lease or transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries,

except (in each case) for such encumbrances or restrictions existing under or by reason of:

(a) contractual encumbrances or restrictions in effect on the Issue Date, including pursuant to the Senior Credit Facilities and the related documentation;

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(b) the Senior Subordinated Note Indenture, the senior subordinated notes, the indenture governing the senior notes and the senior notes;

(c) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature discussed in clause (3) above on the property so acquired;

(d) applicable law or any applicable rule, regulation or order;

(e) any agreement or other instrument of a Person acquired by the Company or any of its Restricted Subsidiaries in existence at the time of such acquisition (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired;

(f) contracts for the sale of assets, including customary restrictions with respect to a Subsidiary of the Company pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary;

(g) Secured Indebtedness otherwise permitted to be incurred pursuant to the covenants described under “— Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock” and “— Liens” that limit the right of the debtor to dispose of the assets securing such Indebtedness;

(h) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;

(i) other Indebtedness, Disqualified Stock or Preferred Stock of Restricted Subsidiaries that are not subsidiary co-issuers or Guarantors permitted to be incurred subsequent to the Issue Date pursuant to the provisions of the covenant described under “— Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock;”

(j) customary provisions in joint venture agreements and other similar agreements relating solely to such joint venture;

(k) customary provisions contained in leases or licenses of intellectual property and other agreements, in each case, entered into in the ordinary course of business;

(l) any encumbrances or restrictions of the type referred to in clauses (1), (2) and (3) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (a) through (j) above; provided, however, that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Company, no more restrictive with respect to such encumbrance and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing; and

(m) restrictions created in connection with any Receivables Facility that, in the good faith determination of the Company are necessary or advisable to effect transactions contemplated under such Receivables Facility.

Limitation on Guarantees of Indebtedness by Restricted Subsidiaries

The Company will not permit any of its Wholly Owned Subsidiaries that are Restricted Subsidiaries (and non-Wholly Owned Subsidiaries if such non-Wholly Owned Subsidiaries guarantee other Indebtedness), other

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than a subsidiary co-issuer or a Guarantor, to guarantee the payment of any Indebtedness of the Company or any Restricted Subsidiary unless:

(1) such Restricted Subsidiary within 30 days executes and delivers a supplemental indenture to the Senior Subordinated Note Indenture providing for a Guarantee by such Restricted Subsidiary, except that with respect to a guarantee of Indebtedness of any Issuer or any Guarantor:

(a) if the senior subordinated notes or such Guarantor’s Guarantee are subordinated in right of payment to such Indebtedness, the Guarantee under the supplemental indenture shall be subordinated to such Restricted Subsidiary’s guarantee with respect to such Indebtedness substantially to the same extent as the senior subordinated notes are subordinated to such Indebtedness; and

(b) if such Indebtedness is by its express terms subordinated in right of payment to the senior subordinated notes or such Guarantor’s Guarantee, any such guarantee by such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Guarantee substantially to the same extent as such Indebtedness is subordinated to the senior subordinated notes;

(2) such Restricted Subsidiary waives and will not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Company or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Guarantee; and

(3) such Restricted Subsidiary shall deliver to the Trustee an Opinion of Counsel to the effect that:

(a) such Guarantee has been duly executed and authorized; and

(b) such Guarantee constitutes a valid, binding and enforceable obligation of such Restricted Subsidiary, except insofar as enforcement thereof may be limited by bankruptcy, insolvency or similar laws (including, without limitation, all laws relating to fraudulent transfers) and except insofar as enforcement thereof is subject to general principles of equity; provided, however, that this covenant shall not be applicable to any guarantee of any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary and was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary.

Limitation on Layering

The Senior Subordinated Note Indenture provides that the Company will not, and will not permit any Guarantor to, directly or indirectly, incur any Indebtedness (including Acquired Indebtedness) that is subordinate in right of payment to any Senior Indebtedness of the Company or such Guarantor, as the case may be, unless such Indebtedness is either:

(1) equal in right of payment with the senior subordinated notes or such Guarantor’s Guarantee of the senior subordinated notes, as the case may be; or

(2) expressly subordinated in right of payment to the senior subordinated notes or such Guarantor’s Guarantee of the senior subordinated notes, as the case may be.

The Senior Subordinated Note Indenture does not treat (1) unsecured Indebtedness as subordinated or junior to Secured Indebtedness merely because it is unsecured or (2) Senior Indebtedness as subordinated or junior to any other Senior Indebtedness merely because it has a junior priority with respect to the same collateral.

Reports and Other Information

Notwithstanding that the Company may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, the Senior Subordinated Note Indenture requires the Company to file with the SEC (and make available to the Trustee

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and Holders of the senior subordinated notes (without exhibits), without cost to any Holder, within 15 days after it files them with the SEC) from and after the Issue Date,

(1) within 90 days after the end of each fiscal year (or such shorter period that would be applicable to the Company if it were a U.S. company that is not a foreign private issuer and that is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act (a “U.S. Filer”) as the SEC may in the future prescribe), an annual report on Form 10-K (or any successor form) or Form 20-F (or any successor form) containing substantially the same information (including applicable certifications) that the Company would be required to include in Form 10-K (or any successor form) if the Company were a U.S. Filer; provided, that the financial statements included therein shall be prepared in accordance with U.S. GAAP; provided, further, that if any annual report is filed on Form 20-F, the certifications required by Form 10-K, but not Form 20-F, shall be made to the Holders of the senior subordinated notes and the Trustee as if such report had been made on Form 10-K and provided to the Trustee and made available to Holders, in lieu of being filed with the SEC;

(2) within 45 days after the end of each of the first three fiscal quarters of each fiscal year (or such shorter period that would be applicable to the Company if it were a U.S. filer as the SEC may in the future prescribe), a report containing substantially the same information (including applicable certifications) required to be contained in Form 10-Q (or any successor form) that would be required if the Company were a U.S. Filer; provided, that the financial statements included therein shall be prepared in accordance with U.S. GAAP; provided, further, that if any quarterly report is filed on Form 6-K, the certifications required by Form 10-Q, but not Form 6-K, shall be made to the Holders of the senior subordinated notes and the Trustee as if such report had been made on Form 10-Q and provided to the Trustee and made available to Holders, in lieu of being filed with the SEC;

(3) within the time periods specified on Form 8-K after the occurrence of an event required to be therein reported, such other reports on the appropriate form for reporting current events containing substantially the same information required to be contained in Form 8-K (or any successor form) that would be required if the Company were a U.S. Filer; provided, that such reports may be furnished, rather than filed, to the extent U.S. Filers are permitted to do so by the SEC; and

(4) any other information, documents and other reports which the Company would be required to file with the SEC if it were a U.S. Filer; provided, that such reports may be furnished, rather than filed, to the extent U.S. Filers are permitted to do so by the SEC;

in each case, in a manner that complies in all material respects with the requirements specified in such form; provided that the Company shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Company will make available such information to prospective purchasers of senior subordinated notes, in addition to providing such information to the Trustee and the Holders of the senior subordinated notes, in each case within 15 days after the time the Company would be required to file such information with the SEC, if it were subject to Section 13 or 15(d) of the Exchange Act. In addition, to the extent not satisfied by the foregoing, the Company will agree that, for so long as any senior subordinated notes are outstanding, it will furnish to Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

In the event that any direct or indirect parent company of the Company becomes a guarantor of the senior subordinated notes, the Senior Subordinated Note Indenture permits the Company to satisfy its obligations in this covenant with respect to financial information relating to the Company by furnishing financial information relating to such parent; provided, however, that the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such parent, on the one hand, and the information relating to the Company and its Restricted Subsidiaries on a standalone basis, on the other hand.

Notwithstanding the foregoing, such requirements shall be deemed satisfied prior to the commencement of the exchange offer or the effectiveness of the shelf registration statement by (1) the filing with the SEC of the exchange offer registration statement or shelf registration statement, and any amendments thereto, with

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such financial information that satisfies Regulation S-X of the Securities Act or (2) by posting on its website or providing to the Trustee within 15 days of the time periods after the Company would have been required to file annual and interim reports with the SEC, the financial information (including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section) that would be required to be included in such reports, subject to exceptions consistent with the presentation of financial information in the Offering Memorandum.

Events of Default and Remedies

The Senior Subordinated Note Indenture provides that each of the following is an Event of Default:

(1) default in payment when due and payable, upon redemption, acceleration or otherwise, of principal of, or premium, if any, on the senior subordinated notes (whether or not prohibited by the subordination provisions of the Senior Subordinated Note Indenture);

(2) default for 30 days or more in the payment when due of interest or Additional Interest on or with respect to the senior subordinated notes (whether or not prohibited by the subordination provisions of the Senior Subordinated Note Indenture);

(3) failure by any Issuer or any Guarantor for 60 days after receipt of written notice given by the Trustee or the Holders of not less than 30% in principal amount of the senior subordinated notes to comply with any of its obligations, covenants or agreements (other than a default referred to in clauses (1) and (2) above) contained in the Senior Subordinated Note Indenture or the senior subordinated notes;

(4) default under any mortgage, indenture or instrument under which there is issued or by which there is secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiaries or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries, other than Indebtedness owed to the Company or a Restricted Subsidiary, whether such Indebtedness or guarantee now exists or is created after the issuance of the senior subordinated notes, if both:

(a) such default either results from the failure to pay any principal of such Indebtedness at its stated final maturity (after giving effect to any applicable grace periods) or relates to an obligation other than the obligation to pay principal of any such Indebtedness at its stated final maturity and results in the holder or holders of such Indebtedness causing such Indebtedness to become due prior to its stated maturity; and

(b) the principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at stated final maturity (after giving effect to any applicable grace periods), or the maturity of which has been so accelerated, aggregate $50.0 million or more at any one time outstanding;

(5) failure by the Company or any Significant Subsidiary to pay final judgments aggregating in excess of $50.0 million, which final judgments remain unpaid, undischarged and unstayed for a period of more than 60 days after such judgment becomes final, and in the event such judgment is covered by insurance, an enforcement proceeding has been commenced by any creditor upon such judgment or decree which is not promptly stayed;

(6) certain events of bankruptcy or insolvency with respect to the Company or any Significant Subsidiary; or

(7) the Guarantee of any Significant Subsidiary shall for any reason cease to be in full force and effect or be declared null and void or any responsible officer of any Guarantor that is a Significant Subsidiary, as the case may be, denies that it has any further liability under its Guarantee or gives notice to such effect, other than by reason of the termination of the related Senior Subordinated Note Indenture or the release of any such Guarantee in accordance with the Senior Subordinated Note Indenture.

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If any Event of Default (other than of a type specified in clause (6) above) occurs and is continuing under the Senior Subordinated Note Indenture, the Trustee or the Holders of at least 30% in principal amount of the then total outstanding senior subordinated notes may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding senior subordinated notes to be due and payable immediately; provided, however, that so long as any Indebtedness permitted to be incurred under the Senior Subordinated Note Indenture as part of the Senior Credit Facilities shall be outstanding, no such acceleration shall be effective until the earlier of:

(1) acceleration of any such Indebtedness under the Senior Credit Facilities; or

(2) five Business Days after the giving of written notice of such acceleration to the Issuer and the administrative agent under the Senior Credit Facilities.

Upon the effectiveness of such declaration, such principal and interest will be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising under clause (6) of the first paragraph of this section, all outstanding senior subordinated notes will become due and payable without further action or notice. The Senior Subordinated Note Indenture provides that the Trustee may withhold from the Holders notice of any continuing Default, except a Default relating to the payment of principal, premium, if any, or interest, if it determines that withholding notice is in their interest. In addition, the Trustee shall have no obligation to accelerate the senior subordinated notes if in the best judgment of the Trustee acceleration is not in the best interest of the Holders of the senior subordinated notes.

The Senior Subordinated Note Indenture provides that the Holders of a majority in aggregate principal amount of the then outstanding senior subordinated notes by notice to the Trustee may on behalf of the Holders of all of the senior subordinated notes waive any existing Default and its consequences under the Senior Subordinated Note Indenture except a continuing Default in the payment of interest on, premium, if any, or the principal of any senior subordinated note held by a non-consenting Holder. In the event of any Event of Default specified in clause (4) above, such Event of Default and all consequences thereof (excluding any resulting payment default, other than as a result of acceleration of the senior subordinated notes) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders, if within 20 days after such Event of Default arose:

(1) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged; or

(2) holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default; or

(3) the default that is the basis for such Event of Default has been cured.

Subject to the provisions of the Senior Subordinated Note Indenture relating to the duties of the Trustee thereunder, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Senior Subordinated Note Indenture at the request or direction of any of the Holders of the senior subordinated notes unless the Holders have offered to the Trustee reasonable indemnity or security against any loss, liability or expense. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder of a senior subordinated note may pursue any remedy with respect to the Senior Subordinated Note Indenture or the senior subordinated notes unless:

(1) such Holder has previously given the Trustee notice that an Event of Default is continuing;

(2) Holders of at least 30% in principal amount of the total outstanding senior subordinated notes have requested the Trustee to pursue the remedy;

(3) Holders of the senior subordinated notes have offered the Trustee reasonable security or indemnity against any loss, liability or expense;

(4) the Trustee has not complied with such request within 60 days after the receipt thereof and the offer of security or indemnity; and

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(5) Holders of a majority in principal amount of the total outstanding senior subordinated notes have not given the Trustee a direction inconsistent with such request within such 60-day period.

Subject to certain restrictions, under the Senior Subordinated Note Indenture the Holders of a majority in principal amount of the total outstanding senior subordinated notes are given the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Senior Subordinated Note Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder of a senior subordinated note or that would involve the Trustee in personal liability.

The Senior Subordinated Note Indenture provides that the Company is required to deliver to the Trustee annually a statement regarding compliance with the Senior Subordinated Note Indenture, and the Company is required, within five Business Days, upon becoming aware of any Default, to deliver to the Trustee a statement specifying such Default.

No Personal Liability of Directors, Officers, Employees and Stockholders

No director, officer, employee, incorporator or stockholder of any Issuer or any Guarantor or any of their parent companies shall have any liability for any obligations of the Issuers or the Guarantors under the senior subordinated notes, the Guarantees or the Senior Subordinated Note Indenture or for any claim based on, in respect of, or by reason of such obligations or their creation. Each Holder by accepting senior subordinated notes waives and releases all such liability. The waiver and release are part of the consideration for issuance of the senior subordinated notes. Such waiver may not be effective to waive liabilities under the federal securities laws and it is the view of the SEC that such a waiver is against public policy.

Legal Defeasance and Covenant Defeasance

The Issuers may, at their option and at any time, elect to have all of their obligations discharged with respect to the senior subordinated notes and to have each Guarantor’s obligation discharged with respect to its Guarantee (“Legal Defeasance”), and cure all then existing Events of Default, except for:

(1) the rights of Holders of senior subordinated notes to receive payments in respect of the principal of, premium, if any, and interest on the senior subordinated notes when such payments are due solely out of the trust created pursuant to the Senior Subordinated Note Indenture;

(2) the Issuers’ obligations with respect to senior subordinated notes concerning issuing temporary senior subordinated notes, registration of such senior subordinated notes, mutilated, destroyed, lost or stolen senior subordinated notes and the maintenance of an office or agency for payment and money for security payments held in trust;

(3) the rights, powers, trusts, duties and immunities of the Trustee, and the Issuers’ obligations in connection therewith; and

(4) the Legal Defeasance provisions of the Senior Subordinated Note Indenture.

In addition, the Issuers may, at their option and at any time, elect to have their obligations and those of each Guarantor released with respect to certain covenants that are described in the Senior Subordinated Note Indenture (“Covenant Defeasance”) and thereafter any omission to comply with such obligations shall not constitute a Default with respect to the senior subordinated notes. In the event Covenant Defeasance occurs, certain events (not including bankruptcy, receivership, rehabilitation and insolvency events pertaining to the Issuers) described under “Events of Default and Remedies” will no longer constitute an Event of Default with respect to the senior subordinated notes.

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In order to exercise either Legal Defeasance or Covenant Defeasance with respect to the senior subordinated notes:

(1) the Issuers must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of the senior subordinated notes, cash in U.S. dollars, Government Securities, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, premium, if any, and interest due on the senior subordinated notes on the stated maturity date or on the redemption date, as the case may be, of such principal, premium, if any, or interest on such senior subordinated notes and the Issuers must specify whether such senior subordinated notes are being defeased to maturity or to a particular redemption date;

(2) in the case of Legal Defeasance, the Issuers shall have delivered to the Trustee (x) an Opinion of Counsel reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, (a) the Issuers have received from, or there has been published by, the United States Internal Revenue Service a ruling, or (b) since the issuance of the senior subordinated notes, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, subject to customary assumptions and exclusions, the Holders of the senior subordinated notes will not recognize income, gain or loss for U.S. federal income tax purposes, as applicable, as a result of such Legal Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred and (y) an opinion of Singapore counsel and of any other jurisdiction in which the Issuers are organized, resident or engaged in a business for tax purposes that (a) Holders of the outstanding senior subordinated notes who are not resident or engaged in a business in that jurisdiction will not become subject to tax in the jurisdiction as a result of such Legal Defeasance and will be subject for purposes of the tax laws of that jurisdiction to income tax on the same amounts, in the same manner and at the same times as would have been the case if Legal Defeasance had not occurred and (b) payments from the defeasance trust will be free or exempt from any and all withholding and other taxes of whatever nature of such jurisdiction or any political subdivision or taxing authority thereof or therein except in the same manner and at the same times as would have been the case if Legal Defeasance had not occurred;

(3) in the case of Covenant Defeasance, the Issuers shall have delivered to the Trustee (x) an Opinion of Counsel reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, the Holders of the senior subordinated notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to such tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred and (y) an opinion of Singapore counsel and of any other jurisdiction in which the Issuers are organized, resident or engaged in business for tax purposes that (a) Holders of the outstanding senior subordinated notes who are not resident or engaged in business in that jurisdiction will not become subject to tax in the jurisdiction as a result of such Covenant Defeasance and will be subject for purposes of the tax laws of that jurisdiction to income tax on the same amounts, in the same manner and at the same times as would have been the case if Covenant Defeasance had not occurred and (b) payments from the defeasance trust will be free or exempt from any and all withholding and other taxes of whatever nature of such jurisdiction or any political subdivision or taxing authority thereof or therein except in the same manner and at the same times as would have been the case if Covenant Defeasance had not occurred;

(4) no Default (other than that resulting from borrowing funds to be applied to make such deposit and the granting of Liens in connection therewith) shall have occurred and be continuing on the date of such deposit;

(5) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under the Senior Credit Facilities or any other material agreement or instrument (other than the Senior Subordinated Note Indenture) to which, any Issuer or any Guarantor is a party or by which any Issuer or any Guarantor is bound;

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(6) the Issuers shall have delivered to the Trustee an Officer’s Certificate stating that the deposit was not made by the Issuers with the intent of defeating, hindering, delaying or defrauding any creditors of any Issuer or any Guarantor or others; and

(7) the Issuers shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions and exclusions) each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance, as the case may be, have been complied with.

Satisfaction and Discharge

The Senior Subordinated Note Indenture will be discharged and will cease to be of further effect as to all senior subordinated notes, when either:

(1) all senior subordinated notes theretofore authenticated and delivered, except lost, stolen or destroyed senior subordinated notes which have been replaced or paid and senior subordinated notes for whose payment money has theretofore been deposited in trust, have been delivered to the Trustee for cancellation; or

(2) (a) all senior subordinated notes not theretofore delivered to the Trustee for cancellation have become due and payable by reason of the making of a notice of redemption or otherwise, will become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by such Trustee in the name, and at the expense, of any Issuer or any Guarantor have irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders of the senior subordinated notes, cash in U.S. dollars, Government Securities, or a combination thereof, in such amounts as will be sufficient without consideration of any reinvestment of interest to pay and discharge the entire indebtedness on the senior subordinated notes not theretofore delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption;

(b) no Default (other than that resulting from borrowing funds to be applied to make such deposit) with respect to the Senior Subordinated Note Indenture or the senior subordinated notes shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under the Senior Credit Facilities or any other material agreement or instrument (other than the Senior Subordinated Note Indenture) to which any Issuer or any Guarantor is a party or by which any Issuer or any Guarantor is bound;

(c) the Issuers have paid or caused to be paid all sums payable by it under the Senior Subordinated Note Indenture; and

(d) the Issuers have delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the senior subordinated notes at maturity or the redemption date, as the case may be.

In addition, the Issuers must deliver an Officer’s Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied.

Amendment, Supplement and Waiver

Except as provided in the next two succeeding paragraphs, the Senior Subordinated Note Indenture, any Guarantee and the senior subordinated notes may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the senior subordinated notes then outstanding, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, senior subordinated notes, and any existing Default or compliance with any provision of the Senior Subordinated Note Indenture or the senior subordinated notes issued thereunder may be waived with the consent of the Holders of a majority in principal amount of the then outstanding senior subordinated notes, other than senior subordinated notes beneficially

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owned by any Issuer or its Affiliates (including consents obtained in connection with a purchase of or tender offer or exchange offer for the senior subordinated notes).

The Senior Subordinated Note Indenture provides that, without the consent of each affected Holder of senior subordinated notes, an amendment or waiver may not, with respect to any senior subordinated notes held by a non-consenting Holder:

(1) reduce the principal amount of such senior subordinated notes whose Holders must consent to an amendment, supplement or waiver;

(2) reduce the principal of or change the fixed final maturity of any such senior subordinated note or alter or waive the provisions with respect to the redemption of such senior subordinated notes (other than provisions relating to the covenants described above under the caption “Repurchase at the Option of Holders”);

(3) reduce the rate of or change the time for payment of interest on any senior subordinated note;

(4) waive a Default in the payment of principal of or premium, if any, or interest on the senior subordinated notes, except a rescission of acceleration of the senior subordinated notes by the Holders of at least a majority in aggregate principal amount of the senior subordinated notes and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in the Senior Subordinated Note Indenture or any Guarantee which cannot be amended or modified without the consent of all Holders;

(5) make any senior subordinated note payable in money other than that stated therein;

(6) make any change in the provisions of the Senior Subordinated Note Indenture relating to waivers of past Defaults or the rights of Holders to receive payments of principal of or premium, if any, or interest on the senior subordinated notes;

(7) make any change in these amendment and waiver provisions;

(8) impair the right of any Holder to receive payment of principal of, or interest on such Holder’s senior subordinated notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s senior subordinated notes;

(9) except as expressly permitted by the Senior Subordinated Note Indenture, modify the Guarantees of any Significant Subsidiary in any manner adverse to the Holders of the senior subordinated notes;

(10) amend or modify the provisions described under “— Additional Amounts;” or

(11) make any change to the subordination provisions of the Senior Subordinated Note Indenture (including applicable definitions) that would adversely affect the Holders of the senior subordinated notes.

Notwithstanding the foregoing, the Issuers, any Guarantor (with respect to a Guarantee or the Senior Subordinated Note Indenture to which it is a party) and the Trustee may amend or supplement the Senior Subordinated Note Indenture and any Guarantee or senior subordinated notes without the consent of any Holder;

(1) to cure any ambiguity, omission, mistake, defect or inconsistency;

(2) to provide for uncertificated senior subordinated notes of such series in addition to or in place of certificated senior subordinated notes;

(3) to comply with the covenant relating to mergers, consolidations and sales of assets;

(4) to provide the assumption of the Issuers’ or any Guarantor’s obligations to the Holders;

(5) to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights under the Senior Subordinated Note Indenture of any such Holder;

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(6) to add covenants for the benefit of the Holders or to surrender any right or power conferred upon any Issuer or any Guarantor;

(7) to comply with requirements of the SEC in order to effect or maintain the qualification of the Senior Subordinated Note Indenture under the Trust Indenture Act;

(8) to evidence and provide for the acceptance and appointment under the Senior Subordinated Note Indenture of a successor Trustee thereunder pursuant to the requirements thereof;

(9) to provide for the issuance of exchange notes or private exchange notes, which are identical to exchange notes except that they are not freely transferable;

(10) to add a Guarantor under the Senior Subordinated Note Indenture;

(11) to conform the text of the Senior Subordinated Note Indenture, Guarantees or the senior subordinated notes to any provision of this “Description of Exchange Senior Subordinated Notes” to the extent that such provision in this “Description of Exchange Senior Subordinated Notes” was intended to be a verbatim recitation of a provision of the Senior Subordinated Note Indenture, Guarantee or senior subordinated notes;

(12) to make any amendment to the provisions of the Senior Subordinated Note Indenture relating to the transfer and legending of senior subordinated notes as permitted by the Senior Subordinated Note Indenture, including, without limitation to facilitate the issuance and administration of the senior subordinated notes; provided, however, that (i) compliance with the Senior Subordinated Note Indenture as so amended would not result in senior subordinated notes being transferred in violation of the Securities Act or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer senior subordinated notes; or

(13) to make any other modifications to the senior subordinated notes or the Senior Subordinated Note Indenture of a formal, minor or technical nature or necessary to correct a manifest error or upon Opinion of Counsel to comply with mandatory provisions of the law of Singapore or other foreign law requirement, so long as such modification does not adversely affect the rights of any Holder of the senior subordinated notes in any material respect.

The consent of the Holders is not necessary under the Senior Subordinated Note Indenture to approve the particular form of any proposed amendment. It is sufficient if such consent approves the substance of the proposed amendment.

Notices

Notices given by publication will be deemed given on the first date on which publication is made and notices given by first-class mail, postage prepaid, will be deemed given five calendar days after mailing.

Enforceability of Judgments

Since a majority of the assets of the Company and its Subsidiaries are outside the United States, any judgment obtained in the United States against the Company or a Guarantor, including judgments relating to the payment of principal, interest, Additional Interest, Additional Amounts, redemption price and any purchase price of the senior subordinated notes, may not be entirely collectible, or collectible at all, within the United States.

The Company has been advised that the applicable laws of Singapore permit an action for debt to be brought in a court of competent jurisdiction in Singapore on a final and conclusive judgment in personam on merits properly obtained against the Company in a United States federal court or a court of the State of New York sitting in the Borough of Manhattan in the City of New York, respecting the enforcement of the senior subordinated notes, the Senior Subordinated Note Indenture or the registration rights agreement relating to the senior subordinated notes that is not impeachable as void or voidable under the laws of the State of New York

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and that is for a specified sum in money and which could be enforced by execution against the Company in the jurisdiction of the relevant court and has not been stayed or satisfied in whole if:

•  the relevant court that rendered the judgment has jurisdiction over the Company, as recognized by the courts of Singapore and in compliance with Singapore’s conflict of laws rules and submission by the Company in the Senior Subordinated Note Indenture to the jurisdiction of the New York court will be sufficient for this purpose;

•  the judgment was not obtained by fraud or in a manner contrary to natural justice and the enforcement thereof would not be inconsistent with public policy, as that term is understood under the applicable laws of Singapore;

•  the enforcement of the judgment does not constitute, directly or indirectly, the enforcement of foreign revenue, expropriatory, public or penal laws; and

•  the action to enforce the judgment is commenced within the applicable limitation period.

Concerning the Trustee

The Senior Subordinated Note Indenture contains certain limitations on the rights of the Trustee thereunder, should it become a creditor of the Issuers, to obtain payment of claims in certain cases, or to realize on certain property received in respect of any such claim as security or otherwise. The Trustee will be permitted to engage in other transactions; however, if it acquires any conflicting interest it must eliminate such conflict within 90 days, apply to the SEC for permission to continue or resign.

The Senior Subordinated Note Indenture provides that the Holders of a majority in principal amount of the outstanding senior subordinated notes have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee, subject to certain exceptions. The Senior Subordinated Note Indenture provides that in case an Event of Default shall occur (which shall not be cured), the Trustee will be required, in the exercise of its power, to use the degree of care of a prudent person in the conduct of his own affairs. Subject to such provisions, the Trustee will be under no obligation to exercise any of its rights or powers under the Senior Subordinated Note Indenture at the request of any Holder of the senior subordinated notes, unless such Holder shall have offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense.

Governing Law

The Senior Subordinated Note Indenture, the senior subordinated notes and any Guarantee are governed by and construed in accordance with the laws of the State of New York.

Certain Definitions

Set forth below are certain defined terms used in the Senior Subordinated Note Indenture. For purposes of the Senior Subordinated Note Indenture, unless otherwise specifically indicated, the term “consolidated” with respect to any Person refers to such Person consolidated with its Restricted Subsidiaries, and excludes from such consolidation any Unrestricted Subsidiary as if such Unrestricted Subsidiary were not an Affiliate of such Person.

“Acquired Indebtedness” means, with respect to any specified Person,

(1) Indebtedness of any other Person existing at the time such other Person is merged with or into or became a Restricted Subsidiary of such specified Person, including Indebtedness incurred in connection with, or in contemplation of, such other Person merging with or into or becoming a Restricted Subsidiary of such specified Person, and

(2) Indebtedness secured by a Lien encumbering any asset acquired by such specified Person.

“Additional Amounts” shall have the definition set forth under “— Additional Amounts.” All references in this prospectus to payments of principal of, premium, if any, and interest on the senior subordinated notes

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shall be deemed to include any applicable Additional Amounts that may become payable in respect of the senior subordinated notes.

“Additional Interest” means all additional interest then owing pursuant to a registration rights agreement.

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

“Agilent” means Agilent Technologies, Inc.

“Applicable Premium” means, with respect to any senior subordinate note on any redemption date, the greater of:

(1) 1.0% of the principal amount of such senior subordinated note; and

(2) the excess, if any, of (a) the present value at such Redemption Date of (i) the redemption price of such senior subordinated note at December 1, 2010 (each such redemption price being set forth in the table appearing above under the caption “Optional Redemption”), plus (ii) all required interest payments due on such senior subordinated note through December 1, 2010 (excluding accrued but unpaid interest to the Redemption Date), computed using a discount rate equal to the Treasury Rate as of such Redemption Date plus 50 basis points; over (b) the principal amount of such senior subordinated note.

“Asset Sale” means:

(1) the sale, conveyance, transfer or other disposition, whether in a single transaction or a series of related transactions, of property or assets (including by way of a Sale and Lease-Back Transaction) of the Company or any of its Restricted Subsidiaries (each referred to in this definition as a “disposition”); or

(2) the issuance or sale of Equity Interests of any Restricted Subsidiary (other than Preferred Stock of Restricted Subsidiaries issued in compliance with the covenant described under “— Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock”), whether in a single transaction or a series of related transactions;

in each case, other than:

(a) any disposition of Cash Equivalents or Investment Grade Securities or obsolete or worn out equipment in the ordinary course of business or any disposition of inventory or goods (or other assets) held for sale in the ordinary course of business;

(b) the disposition of all or substantially all of the assets of the Company in a manner permitted pursuant to the provisions described above under “Certain Covenants — Merger, Consolidation or Sale of All or Substantially All Assets” or any disposition that constitutes a Change of Control pursuant to the Senior Subordinated Note Indenture;

(c) the making of any Restricted Payment or Permitted Investment that is permitted to be made, and is made, under the covenant described above under “Certain Covenants — Limitation on Restricted Payments;”

(d) any disposition of assets or issuance or sale of Equity Interests of any Restricted Subsidiary in any transaction or series of transactions with an aggregate fair market value of less than $15.0 million;

(e) any disposition of property or assets or issuance of securities by a Restricted Subsidiary of the Company to the Company or by the Company or a Restricted Subsidiary of the Company to another Restricted Subsidiary of the Company;

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(f) to the extent allowable under Section 1031 of the Internal Revenue Code of 1986 or comparable law or regulation, any exchange of like property (excluding any boot thereon) for use in a Similar Business;

(g) the lease, assignment or sub-lease of any real or personal property in the ordinary course of business;

(h) any issuance or sale of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary;

(i) foreclosures on assets;

(j) sales of accounts receivable, or participations therein, in connection with any Receivables Facility; and

(k) any financing transaction with respect to property built or acquired by the Company or any Restricted Subsidiary after the Issue Date, including Sale and Lease-Back Transactions and asset securitizations permitted by the Senior Subordinated Note Indenture.

“Business Day” means each day which is not a Legal Holiday.

“Capitalized Lease Obligation” means, at the time any determination thereof is to be made, the amount of the liability in respect of a capital lease that would at such time be required to be capitalized and reflected as a liability on a balance sheet (excluding the footnotes thereto) in accordance with GAAP.

“Capital Stock” means:

(1) in the case of a corporation, corporate stock;

(2) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;

(3) in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and

(4) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person.

“Cash Equivalents” means:

(1) United States dollars;

(2) (a) euro or any national currency of any participating member state of the EMU; or (b) in the case of any Foreign Subsidiary that is a Restricted Subsidiary, such local currencies held by them from time to time in the ordinary course of business;

(3) securities issued or directly and fully and unconditionally guaranteed or insured by the U.S. government or any agency or instrumentality thereof, the government of the Republic of Singapore, the World Bank or the Asian Development Bank, the securities of which are unconditionally guaranteed as a full faith and credit obligation of any such government or entity with maturities of 24 months or less from the date of acquisition;

(4) certificates of deposit, time deposits and eurodollar time deposits with maturities of one year or less from the date of acquisition, bankers’ acceptances with maturities not exceeding one year and overnight bank deposits, in each case with any commercial bank having capital and surplus of not less than $500.0 million in the case of U.S. banks and $100.0 million (or the U.S. dollar equivalent as of the date of determination) in the case of non-U.S. banks;

(5) repurchase obligations for underlying securities of the types described in clauses (3) and (4) entered into with any financial institution meeting the qualifications specified in clause (4) above;

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(6) commercial paper rated at least P-1 by Moody’s or at least A-1 by S&P and in each case maturing within 24 months after the date of creation thereof;

(7) marketable short-term money market and similar securities having a rating of at least P-2 or A-2 from either Moody’s or S&P, respectively (or, if at any time neither Moody’s nor S&P shall be rating such obligations, an equivalent rating from another Rating Agency) and in each case maturing within 24 months after the date of creation thereof;

(8) investment funds investing 95% of their assets in securities of the types described in clauses (1) through (7) above;

(9) readily marketable direct obligations issued by any state, commonwealth or territory of the United States or any political subdivision or taxing authority thereof having an Investment Grade Rating from either Moody’s or S&P with maturities of 24 months or less from the date of acquisition; and

(10) Indebtedness or Preferred Stock issued by Persons with a rating of “A” or higher from S&P or “A2” or higher from Moody’s with maturities of 24 months or less from the date of acquisition.

Notwithstanding the foregoing, Cash Equivalents shall include amounts denominated in currencies other than those set forth in clauses (1) and (2) above, provided that such amounts are converted into any currency listed in clauses (1) and (2) as promptly as practicable and in any event within ten Business Days following the receipt of such amounts.

“Change of Control” means the occurrence of any of the following:

(1) the sale, lease or transfer, in one or a series of related transactions, of all or substantially all of the assets of the Company and its Subsidiaries, taken as a whole, to any Person other than a Permitted Holder; or

(2) the Company becomes aware of (by way of a report or any other filing pursuant to Section 13(d) of the Exchange Act, proxy, vote, written notice or otherwise) the acquisition by any Person or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision), including any group acting for the purpose of acquiring, holding or disposing of securities (within the meaning of Rule 13d-5(b)(1) under the Exchange Act), other than the Permitted Holders, in a single transaction or in a related series of transactions, by way of merger, consolidation or other business combination or purchase of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act, or any successor provision) of 50% or more of the total voting power of the Voting Stock of the Company or any of its direct or indirect parent companies holding directly or indirectly 100% of the total voting power of the Voting Stock of the Company.

“Company” has the meaning set forth in the first paragraph under “General ,” provided that when used in the context of determining the fair market value of an asset or liability under the Senior Subordinated Note Indenture, “Company” shall be deemed to mean the board of directors of the Company when the fair market value is equal to or in excess of $50.0 million (unless otherwise expressly stated).

“Consolidated Depreciation and Amortization Expense” means with respect to any Person for any period, the total amount of depreciation and amortization expense, including the amortization of deferred financing fees of such Person and its Restricted Subsidiaries for such period on a consolidated basis and otherwise determined in accordance with GAAP.

“Consolidated Interest Expense” means, with respect to any Person for any period, without duplication, the sum of:

(1) consolidated interest expense of such Person and its Restricted Subsidiaries for such period, to the extent such expense was deducted (and not added back) in computing Consolidated Net Income (including (a) amortization of original issue discount resulting from the issuance of Indebtedness at less than par, (b) all commissions, discounts and other fees and charges owed with respect to letters of credit or bankers acceptances, (c) non-cash interest payments (but excluding any non-cash interest expense attributable to the movement in the mark to market valuation of Hedging Obligations or other derivative

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instruments pursuant to GAAP), (d) the interest component of Capitalized Lease Obligations, and (e) net payments, if any, pursuant to interest rate Hedging Obligations with respect to Indebtedness, and excluding (t) accretion or accrual of discounted liabilities other than Indebtedness, (u) any expense resulting from the discounting of any Indebtedness in connection with the application of purchase accounting in connection with any acquisition, (v) any Additional Interest and any comparable “Additional Interest” with respect to the senior notes or other securities (w) amortization of deferred financing fees, debt issuance costs, commissions, fees and expenses, (x) any expensing of bridge, commitment and other financing fees, (y) interest with respect to Indebtedness of any direct or indirect parent of such Person appearing upon the balance sheet of such Person solely by reason of push-down accounting under GAAP, and (z) Receivables Fees and any other commissions, discounts, yield and other fees and charges (including any interest expense) related to a Receivables Facility); plus

(2) consolidated capitalized interest of such Person and its Restricted Subsidiaries for such period, whether paid or accrued; less

(3) interest income for such period.

For purposes of this definition, interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by such Person to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP.

“Consolidated Net Income” means, with respect to any Person for any period, the aggregate of the Net Income of such Person and its Restricted Subsidiaries for such period, on a consolidated basis, and otherwise determined in accordance with GAAP; provided, however, that, without duplication,

(1) any after-tax effect of extraordinary, non-recurring or unusual gains or losses (less all fees and expenses relating thereto) or extraordinary, non-recurring or unusual expenses, severance, relocation costs and curtailments or modifications to pension and post-retirement employee benefit plans and, to the extent incurred on or prior to April 30, 2007, other expenses (including start-up and transition costs) relating to the Transactions, shall be excluded,

(2) the cumulative effect of a change in accounting principles during such period shall be excluded,

(3) any after-tax effect of income (loss) from disposed, abandoned, transferred, closed or discontinued operations and any net after-tax gains or losses on disposal of disposed, abandoned, transferred, closed or discontinued operations shall be excluded,

(4) any after-tax effect of gains or losses (less all fees and expenses relating thereto) attributable to asset dispositions other than in the ordinary course of business, as determined in good faith by the Company, shall be excluded,

(5) the Net Income for such period of any Person that is not a Subsidiary, or is an Unrestricted Subsidiary, or that is accounted for by the equity method of accounting, shall be excluded; provided, however, that Consolidated Net Income of the Company shall be increased by the amount of dividends or distributions or other payments that are actually paid in cash (or to the extent converted into cash) to the referent Person or a Restricted Subsidiary thereof in respect of such period,

(6) solely for the purpose of determining the amount available for Restricted Payments under clause (3)(a) of the first paragraph of “Certain Covenants — Limitation on Restricted Payments,” the Net Income for such period of any Restricted Subsidiary (other than any subsidiary co-issuer or any Guarantor) shall be excluded if the declaration or payment of dividends or similar distributions by that Restricted Subsidiary of its Net Income is not at the date of determination wholly permitted without any prior governmental approval (which has not been obtained) or, directly or indirectly, by the operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule, or governmental regulation applicable to that Restricted Subsidiary or its stockholders, unless such restriction with respect to the payment of dividends or similar distributions has been legally waived, provided, however, that Consolidated Net Income of the Company will be increased by the amount of dividends or other distributions or other payments actually paid in cash (or to the extent converted into cash) to the

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Company or a Restricted Subsidiary thereof in respect of such period, to the extent not already included therein,

(7) effects of adjustments (including the effects of such adjustments pushed down to the Company and its Restricted Subsidiaries) in the property and equipment, inventory, intangible assets, deferred revenue and debt line items in such Person’s consolidated financial statements pursuant to GAAP resulting from the application of purchase accounting in relation to the Transactions or any consummated acquisition or the amortization or write-off (including the write-off of in-process research and development in connection with the Transactions) of any amounts thereof, net of taxes, shall be excluded,

(8) any after-tax effect of income (loss) from the early extinguishment of Indebtedness or Hedging Obligations or other derivative instruments shall be excluded,

(9) any impairment charge or asset write-off, in each case, pursuant to GAAP and the amortization of intangibles arising pursuant to GAAP shall be excluded,

(10) any non-cash compensation expense recorded from grants of stock appreciation or similar rights, stock options, restricted stock or other rights shall be excluded,

(11) any fees and expenses incurred during such period, or any amortization thereof for such period, in connection with any acquisition, disposition, recapitalization, Investment, Asset Sale, issuance or repayment of Indebtedness, issuance of Equity Interests, refinancing transaction or amendment or modification of any debt instrument (in each case, including any such transaction consummated prior to the Issue Date and any such transaction undertaken but not completed) and any charges or non-recurring merger costs incurred during such period as a result of any such transaction shall be excluded, and

(12) accruals and reserves that are established or adjusted as a result of the Transactions in accordance with GAAP or changes as a result of adoption of or modification of accounting policies, in each case, within twelve months after the Issue Date, shall be excluded.

Notwithstanding the foregoing, for the purpose of the covenant described under “Certain Covenants — Limitation on Restricted Payments” only (other than clause (3)(d) thereof), there shall be excluded from Consolidated Net Income any income arising from any sale or other disposition of Restricted Investments made by the Company and its Restricted Subsidiaries, any repurchases and redemptions of Restricted Investments from the Company and its Restricted Subsidiaries, any repayments of loans and advances which constitute Restricted Investments by the Company or any of its Restricted Subsidiaries, any sale of the stock of an Unrestricted Subsidiary or any distribution or dividend from an Unrestricted Subsidiary, in each case only to the extent such amounts increase the amount of Restricted Payments permitted under such covenant pursuant to clause (3)(d) thereof.

“Consolidated Net Tangible Assets” means the total amount of assets (less applicable reserves and other properly deductible items) after deducting (i) all current liabilities (excluding the amount of those which are by their terms extendable or renewable at the option of the obligor to a date more than 12 months after the date as of which the amount is being determined) and (2) all goodwill, tradenames, patents, unamortized debt discount and expense and other intangible assets, all as set forth on the most recent balance sheet of the Company and its consolidated Restricted Subsidiaries and determined in accordance with GAAP.

“Consolidated Senior Credit Facilities Debt Ratio” as of any date of determination means, the ratio of (1) Indebtedness of the Company and its Restricted Subsidiaries outstanding under the Senior Credit Facilities (other than any second lien tranche of Indebtedness under the Senior Credit Facilities issued subsequent to the Issue Date) as of the end of the most recent fiscal period for which internal financial statements are available immediately preceding the date on which such event for which such calculation is being made shall occur, minus the aggregate cash included in the cash accounts listed on the consolidated balance sheet of the Company and its Restricted Subsidiaries in excess of $15.0 million and undrawn letters of credit to (2) the Company’s EBITDA for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such event for which such calculation is being made shall occur, in each case with such pro forma adjustments to (a) Indebtedness under the Senior

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Credit Facilities and EBITDA as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of Fixed Charge Coverage Ratio and (b) cash accounts, after giving pro forma effect to any Restricted Payments pursuant to clause (17) of the covenant described under “Certain Covenants — Limitation on Restricted Payments.”

“Consolidated Total Indebtedness” means, as at any date of determination, an amount equal to the sum of (1) the aggregate amount of all outstanding Indebtedness of the Company and its Restricted Subsidiaries on a consolidated basis consisting of Indebtedness for borrowed money, Obligations in respect of Capitalized Lease Obligations and debt obligations evidenced by promissory notes and similar instruments (and excluding, for the avoidance of doubt, all obligations relating to Receivables Facilities) and (2) the aggregate amount of all outstanding Disqualified Stock of the Company and all Preferred Stock of its Restricted Subsidiaries on a consolidated basis, with the amount of such Disqualified Stock and Preferred Stock equal to the greater of their respective voluntary or involuntary liquidation preferences and maximum fixed repurchase prices, in each case determined on a consolidated basis in accordance with GAAP. For purposes hereof, the “maximum fixed repurchase price” of any Disqualified Stock or Preferred Stock that does not have a fixed repurchase price shall be calculated in accordance with the terms of such Disqualified Stock or Preferred Stock as if such Disqualified Stock or Preferred Stock were purchased on any date on which Consolidated Total Indebtedness shall be required to be determined pursuant to the Senior Subordinated Note Indenture, and if such price is based upon, or measured by, the fair market value of such Disqualified Stock or Preferred Stock, such fair market value shall be determined reasonably and in good faith by the Company.

“Consolidated Total Leverage Ratio” as of any date of determination means, the ratio of (1) Consolidated Total Indebtedness of the Company and its Restricted Subsidiaries as of the end of the most recent fiscal period for which internal financial statements are available immediately preceding the date on which such event for which such calculation is being made shall occur to (2) the Company’s EBITDA for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such event for which such calculation is being made shall occur, in each case with such pro forma adjustments to Consolidated Total Indebtedness and EBITDA as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of Fixed Charge Coverage Ratio.

“Contingent Obligations” means, with respect to any Person, any obligation of such Person guaranteeing any leases, dividends or other obligations that do not constitute Indebtedness (“primary obligations”) of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, including, without limitation, any obligation of such Person, whether or not contingent,

(1) to purchase any such primary obligation or any property constituting direct or indirect security therefor,

(2) to advance or supply funds

(a) for the purchase or payment of any such primary obligation, or

(b) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, or

(3) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation against loss in respect thereof.

“Credit Facilities” means, with respect to the Company or any of its Restricted Subsidiaries, one or more debt facilities, including the Senior Credit Facilities, or other financing arrangements (including, without limitation, commercial paper facilities or indentures) providing for revolving credit loans, term loans, letters of credit or other long-term indebtedness, including any notes, mortgages, guarantees, collateral documents, instruments and agreements executed in connection therewith, and any amendments, supplements, modifications, extensions, renewals, restatements or refundings thereof and any indentures or credit facilities or commercial paper facilities that replace, refund or refinance any part of the loans, notes, other credit facilities

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or commitments thereunder, including any such replacement, refunding or refinancing facility or indenture that increases the amount permitted to be borrowed thereunder or alters the maturity thereof (provided that such increase in borrowings is permitted under “Certain Covenants — Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock”) or adds Restricted Subsidiaries as additional borrowers or guarantors thereunder and whether by the same or any other agent, lender or group of lenders.

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

“Designated Asset Sales” means Asset Sales of business units or product lines and related assets (other than the Electronics Components Business Unit), in each case substantially as an entirety, which are designated as “Designated Asset Sales,” pursuant to an Officer’s Certificate executed by the principal financial officer of the Company on the date of sale, the net proceeds of which shall be permitted to be used to redeem the senior subordinated notes in accordance with the covenant described under “Optional Redemption” or to make Restricted Payments set forth in clause (17) of the second paragraph of the covenant described under “Certain Covenants — Limitation on Restricted Payments;” provided, however, (i) that after giving pro forma effect to any such Designated Asset Sale and the application of such net proceeds, the Company’s Consolidated Senior Credit Facilities Debt Ratio would be less than or equal to (x) the Company’s Consolidated Senior Credit Facilities Debt Ratio immediately prior to such asset sale and (y) 1.5 to 1.0, (ii) after giving pro forma effect to any such Designated Asset Sale and the application of such net proceeds, the Company’s Consolidated Total Leverage Ratio shall be less than or equal to (x) the Company’s Consolidated Total Leverage Ratio immediately prior to such asset sale and (y) 3.0 to 1.0, and (iii) at the time of such Designated Asset Sale, at least $250.0 million of outstanding term Indebtedness under the Senior Credit Facilities outstanding on the Issue Date or subsequent to the Issue Date pursuant to the Tranche B-2 Term Loan Commitment (as defined in the Senior Credit Facilities as in effect on the Issue Date) shall have been repaid since the Issue Date; provided further, however, that the Company will not be required to satisfy the conditions under clause (2) of the first paragraph of “Repurchase at the Option of Holders — Asset Sales” if the Company intends in good faith at the time such Designated Asset Sale is consummated, as evidenced in the Officer’s Certificate, to use any non-cash consideration in excess of the amount otherwise permitted by the provisions of such clause (2) to make Restricted Payments pursuant to clause (17) of the second paragraph of “Certain Covenants — Limitation on Restricted Payments.”

“Designated Non-cash Consideration” means the fair market value of non-cash consideration received by the Company or a Restricted Subsidiary in connection with an Asset Sale that is so designated as Designated Non-cash Consideration pursuant to an Officer’s Certificate, setting forth the basis of such valuation, executed by the principal financial officer of the Company, less the amount of cash or Cash Equivalents received in connection with a subsequent sale of or collection on such Designated Non-cash Consideration.

“Designated Preferred Stock” means Preferred Stock of the Company or any parent corporation thereof (in each case other than Disqualified Stock) that is issued for cash (other than to a Restricted Subsidiary or an employee stock ownership plan or trust established by the Company or any of its Subsidiaries) and is so designated as Designated Preferred Stock, pursuant to an Officer’s Certificate executed by the principal financial officer of the Company or the applicable parent corporation thereof, as the case may be, on the issuance date thereof, the cash proceeds of which are excluded from the calculation set forth in clause (3) of the first paragraph of the “Certain Covenants — Limitation on Restricted Payments” covenant.

“Designated Senior Indebtedness” means (i) any Indebtedness outstanding under the Senior Credit Facilities and (ii) any other Senior Indebtedness permitted hereunder the principal amount of which is $25.0 million or more and that has been designated by the Company as “Designated Senior Debt.”

“Disqualified Stock” means, with respect to any Person, any Capital Stock of such Person which, by its terms, or by the terms of any security into which it is convertible or for which it is putable or exchangeable, or upon the happening of any event, matures or is mandatorily redeemable (other than solely as a result of a change of control or asset sale) pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the holder thereof (other than solely as a result of a change of control or asset sale), in whole or in part, in each case prior to the date 91 days after the earlier of the maturity date of the senior subordinated

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notes or the date the senior subordinated notes are no longer outstanding; provided, however, that if such Capital Stock is issued to any plan for the benefit of employees of the Company or its Subsidiaries or by any such plan to such employees, such Capital Stock shall not constitute Disqualified Stock solely because it may be required to be repurchased by the Company or its Subsidiaries in order to satisfy applicable statutory or regulatory obligations.

“EBITDA” means, with respect to any Person for any period, the Consolidated Net Income of such Person for such period

(1) increased (without duplication) by:

(a) provision for taxes based on income or profits or capital, including, without limitation, state, franchise and similar taxes and foreign withholding taxes of such Person paid or accrued during such period deducted (and not added back) in computing Consolidated Net Income; plus

(b) Fixed Charges of such Person for such period including (x) net losses or Hedging Obligations or other derivative instruments entered into for the purpose of hedging interest rate risk and (y) costs of surety bonds in connection with financing activities, in each case, to the extent included in Fixed Charges to the extent the same was deducted (and not added back) in calculating such Consolidated Net Income; plus

(c) Consolidated Depreciation and Amortization Expense of such Person for such period to the extent the same were deducted (and not added back) in computing Consolidated Net Income; plus

(d) the amount of any restructuring charge or reserve deducted (and not added back) in such period in computing Consolidated Net Income, including any one-time costs incurred in connection with acquisitions after the Issue Date and costs related to the closure and/or consolidation of facilities; plus

(e) any other non-cash charges, including any write off or write downs, reducing Consolidated Net Income for such period (provided that if any such non-cash charges represent an accrual or reserve for potential cash items in any future period, the cash payment in respect thereof in such future period shall be subtracted from EBITDA to such extent, and excluding amortization of a prepaid cash item that was paid in a prior period); plus

(f) the amount of any minority interest expense consisting of Subsidiary income attributable to minority equity interests of third parties in any non-Wholly Owned Subsidiary deducted (and not added back) in such period in calculating Consolidated Net Income; plus

(g) the amount of management, monitoring, consulting and advisory fees and related expenses paid in such period to the Investors to the extent otherwise permitted under “Certain Covenants — Transactions with Affiliates;” plus

(h) for any period that includes a fiscal quarter occurring prior to the fifth fiscal quarter after the Issue Date, the excess of (A) any expenses allocated by Agilent to the historical financial statements of its Semiconductor Products Business segment for services and other items provided previously by Agilent, and any expenses of the type previously allocated by Agilent that are incurred by the Company and its Restricted Subsidiaries on or after the Issue Date and prior to the fifth fiscal quarter after the Issue Date, over (B) the portion of the $157 million of annual stand-alone expenses allocated in lieu of the expenses described in clause (A) applicable to such period (which adjustments may be incremental to, but not duplicative of, pro forma adjustments made pursuant to the second paragraph of the definition of “Fixed Charge Coverage Ratio”); plus

(i) commencing with the fifth fiscal quarter following the Issue Date, the amount of net cost savings projected by the Company in good faith to be realized as a result of specified actions taken by the Company and its Restricted Subsidiaries (calculated on a pro forma basis as though such cost savings had been realized on the first day of such period), net of the amount of actual benefits realized during such period from such actions; provided, however, that (x) such cost savings are

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reasonably identifiable and factually supportable, (y) such actions are taken on or prior to the third anniversary of the Issue Date and (z) the aggregate amount of cost savings added pursuant to this clause (i) shall not exceed $15.0 million for any four consecutive quarter period (which adjustments may be incremental to, but not duplicative of, pro forma adjustments made pursuant to the second paragraph of the definition of “Fixed Charge Coverage Ratio”); plus

(j) any costs or expense incurred by the Company or a Restricted Subsidiary pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or any stock subscription or shareholder agreement, to the extent that such cost or expenses are funded with cash proceeds contributed to the capital of the Company or net cash proceeds of an issuance of Equity Interest of the Company (other than Disqualified Stock) solely to the extent that such net cash proceeds are excluded from the calculation set forth in clause (3) of the first paragraph under “Certain Covenants — Limitation on Restricted Payments;”

(2) decreased by (without duplication) non-cash gains increasing Consolidated Net Income of such Person for such period, excluding any non-cash gains to the extent they represent the reversal of an accrual or reserve for a potential cash item that reduced EBITDA in any prior period, and

(3) increased or decreased by (without duplication):

(a) any net gain or loss resulting in such period from Hedging Obligations and the application of Statement of Financial Accounting Standards No. 133; plus or minus, as applicable,

(b) any net gain or loss resulting in such period from currency translation gains or losses related to currency remeasurements of Indebtedness (including any net loss or gain resulting from hedge agreements for currency exchange risk).

“Electronics Components Business Unit” means only the Company’s optocoupler, optoelectronic/LED, optical mouse sensor, infrared transceiver and motion controller product lines.

“EMU” means economic and monetary union as contemplated in the Treaty on European Union.

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

“Equity Offering” means any public or private sale for cash of common stock or Preferred Stock of the Company or any of its direct or indirect parent companies (excluding Disqualified Stock), other than:

(1) public offerings with respect to the Company’s or any direct or indirect parent company’s common stock registered on Form S-8;

(2) issuances to any Subsidiary of the Company; and

(3) any such public or private sale that constitutes an Excluded Contribution.

“euro” means the single currency of participating member states of the EMU.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder.

“Excluded Contribution” means net cash proceeds, marketable securities or Qualified Proceeds received by the Company from

(1) contributions to its common equity capital, and

(2) the sale (other than to a Subsidiary of the Company or to any management equity plan or stock option plan or any other management or employee benefit plan or agreement of the Company) of Capital Stock (other than Disqualified Stock and Designated Preferred Stock) of the Company,

in each case designated as Excluded Contributions pursuant to an officer’s certificate executed by the principal financial officer of the Company on the date such capital contributions are made or the date such Equity

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Interests are sold, as the case may be, which are excluded from the calculation set forth in clause (3) of the first paragraph under “Certain Covenants — Limitation on Restricted Payments.”

“Fixed Charge Coverage Ratio” means, with respect to any Person for any period, the ratio of EBITDA of such Person for such period to the Fixed Charges of such Person for such period. In the event that the Company or any Restricted Subsidiary incurs, assumes, guarantees, redeems, defeases, retires or extinguishes any Indebtedness (other than Indebtedness incurred under any revolving credit facility unless such Indebtedness has been permanently repaid and has not been replaced) or issues or redeems Disqualified Stock or Preferred Stock subsequent to the commencement of the period for which the Fixed Charge Coverage Ratio is being calculated but prior to or simultaneously with the event for which the calculation of the Fixed Charge Coverage Ratio is made (the “Fixed Charge Coverage Ratio Calculation Date”), then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect to such incurrence, assumption, guarantee, redemption, defeasance, retirement or extinguishment of Indebtedness, or such issuance or redemption of Disqualified Stock or Preferred Stock, as if the same had occurred at the beginning of the applicable four-quarter period.

For purposes of making the computation referred to above, the disposition of the Company’s camera module business and any other Investments, acquisitions, dispositions, mergers, consolidations and disposed operations that have been made by the Company or any of its Restricted Subsidiaries, including the Transactions, during the four-quarter reference period or subsequent to such reference period and on or prior to or simultaneously with the Fixed Charge Coverage Ratio Calculation Date shall be calculated on a pro forma basis assuming that all such Investments, acquisitions, dispositions, mergers, consolidations and disposed operations (and the change in any associated fixed charge obligations and the change in EBITDA resulting therefrom) had occurred on the first day of the four-quarter reference period. If since the beginning of such period any Person that subsequently became a Restricted Subsidiary or was merged with or into the Company or any of its Restricted Subsidiaries since the beginning of such period shall have made any Investment, acquisition, disposition, merger, consolidation or disposed operation that would have required adjustment pursuant to this definition, then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect thereto for such period as if such Investment, acquisition, disposition, merger, consolidation or disposed operation had occurred at the beginning of the applicable four-quarter period.

For purposes of this definition, whenever pro forma effect is to be given to a transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Company. If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the Fixed Charge Coverage Ratio Calculation Date had been the applicable rate for the entire period (taking into account any Hedging Obligations applicable to such Indebtedness). Interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Company to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP. For purposes of making the computation referred to above, interest on any Indebtedness under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such Indebtedness during the applicable period except as set forth in the first paragraph of this definition. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rate, shall be deemed to have been based upon the rate actually chosen, or, if none, then based upon such optional rate chosen as the Company may designate.

“Fixed Charges” means, with respect to any Person for any period, the sum of:

(1) Consolidated Interest Expense of such Person for such period;

(2) all cash dividends or other distributions paid (excluding items eliminated in consolidation) on any series of Preferred Stock during such period; and

(3) all cash dividends or other distributions paid (excluding items eliminated in consolidation) on any series of Disqualified Stock during such period.

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“Foreign Subsidiary” means, with respect to any Person, any Restricted Subsidiary of such Person that is not organized or existing under the laws of the United States, any state thereof, the District of Columbia, or any territory thereof and any Restricted Subsidiary of such Foreign Subsidiary.

“GAAP” means generally accepted accounting principles in the United States which are in effect on the Issue Date.

“Government Securities” means securities that are:

(1) direct obligations of the United States of America for the timely payment of which its full faith and credit is pledged; or

(2) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the timely payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America, which, in either case, are not callable or redeemable at the option of the issuers thereof, and shall also include a depository receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act), as custodian with respect to any such Government Securities or a specific payment of principal of or interest on any such Government Securities held by such custodian for the account of the holder of such depository receipt; provided, however, that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the Government Securities or the specific payment of principal of or interest on the Government Securities evidenced by such depository receipt.

“guarantee” means a guarantee (other than by endorsement of negotiable instruments for collection in the ordinary course of business), direct or indirect, in any manner (including letters of credit and reimbursement agreements in respect thereof), of all or any part of any Indebtedness or other obligations.

“Guarantee” means the guarantee by any Guarantor of the Company’s Obligations under the Senior Subordinated Note Indenture.

“Guarantor” means, each Restricted Subsidiary that Guarantees the senior subordinated notes in accordance with the terms of the Senior Subordinated Note Indenture.

“Hedging Obligations” means, with respect to any Person, the obligations of such Person under any interest rate swap agreement, interest rate cap agreement, interest rate collar agreement, commodity swap agreement, commodity cap agreement, commodity collar agreement, foreign exchange contract, currency swap agreement or similar agreement providing for the transfer or mitigation of interest rate or currency risks either generally or under specific contingencies.

“Holder” means the Person in whose name a senior subordinated note is registered on the registrar’s books.

“Indebtedness” means, with respect to any Person, without duplication:

(1) any indebtedness (including principal and premium) of such Person, whether or not contingent:

(a) in respect of borrowed money;

(b) evidenced by bonds, notes, debentures or similar instruments or letters of credit or bankers’ acceptances (or, without duplication, reimbursement agreements in respect thereof);

(c) representing the balance deferred and unpaid of the purchase price of any property (including Capitalized Lease Obligations), except (i) any such balance that constitutes a trade payable or similar obligation to a trade creditor, in each case accrued in the ordinary course of business and (ii) any earn-out obligations until such obligation becomes a liability on the balance sheet of such Person in accordance with GAAP; or

(d) representing any Hedging Obligations;

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if and to the extent that any of the foregoing Indebtedness (other than letters of credit and Hedging Obligations) would appear as a liability upon a balance sheet (excluding the footnotes thereto) of such Person prepared in accordance with GAAP; provided, however, Indebtedness of any direct or indirect parent of the Company appearing on the balance sheet of the Company solely by reason of push-down accounting under GAAP, shall be excluded;

(2) to the extent not otherwise included, any obligation by such Person to be liable for, or to pay, as obligor, guarantor or otherwise, on the obligations of the type referred to in clause (1) of a third Person (whether or not such items would appear upon the balance sheet of the such obligor or guarantor), other than by endorsement of negotiable instruments for collection in the ordinary course of business; and

(3) to the extent not otherwise included, the obligations of the type referred to in clause (1) of a third Person secured by a Lien on any asset owned by such first Person, whether or not such Indebtedness is assumed by such first Person;

provided, however, that notwithstanding the foregoing, Indebtedness shall be deemed not to include (a) Contingent Obligations incurred in the ordinary course of business or (b) obligations under or in respect of Receivables Facilities.

“Independent Financial Advisor” means an accounting, appraisal, investment banking firm or consultant to Persons engaged in Similar Businesses of nationally recognized standing that is, in the good faith judgment of the Company, qualified to perform the task for which it has been engaged.

“Initial Purchasers” means Lehman Brothers Inc., Citigroup Global Markets Singapore Pte. Ltd. and Credit Suisse First Boston (Singapore) Limited.

“Investment Grade Rating” means a rating equal to or higher than Baa3 (or the equivalent) by Moody’s and BBB- (or the equivalent) by S&P, or an equivalent rating by any other Rating Agency.

“Investment Grade Securities” means:

(1) securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality thereof (other than Cash Equivalents);

(2) debt securities or debt instruments with an Investment Grade Rating, but excluding any debt securities or instruments constituting loans or advances among the Company and its Subsidiaries;

(3) investments in any fund that invests exclusively in investments of the type described in clauses (1) and (2) which fund may also hold immaterial amounts of cash pending investment or distribution; and

(4) corresponding instruments in countries other than the United States customarily utilized for high quality investments.

“Investments” means, with respect to any Person, all investments by such Person in other Persons (including Affiliates) in the form of loans (including guarantees), advances or capital contributions (excluding accounts receivable, trade credit, advances to customers, commission, travel and similar advances to officers and employees, in each case made in the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities issued by any other Person and investments that are required by GAAP to be classified on the balance sheet (excluding the footnotes) of the Company in the same manner as the other investments included in this definition to the extent such transactions involve the transfer of cash or other property. For purposes of the definition of “Unrestricted Subsidiary” and the covenant described under “Certain Covenants — Limitation on Restricted Payments:”

(1) “Investments” shall include the portion (proportionate to the Company’s equity interest in such Subsidiary) of the fair market value of the net assets of a Subsidiary of the Company at the time that such Subsidiary is designated an Unrestricted Subsidiary; provided, however, that upon a redesignation of

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such Subsidiary as a Restricted Subsidiary, the Company shall be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary in an amount (if positive) equal to:

(a) the Company “Investment” in such Subsidiary at the time of such redesignation; less

(b) the portion (proportionate to the Company equity interest in such Subsidiary) of the fair market value of the net assets of such Subsidiary at the time of such redesignation; and

(2) any property transferred to or from an Unrestricted Subsidiary shall be valued at its fair market value at the time of such transfer, in each case as determined in good faith by the Company.

“Investors” means Kohlberg Kravis Roberts & Co. L.P., Silver Lake Partners and each of their respective Affiliates but not including, however, any portfolio companies of any of the foregoing.

“Issue Date” means December 1, 2005.

“Legal Holiday” means a Saturday, a Sunday or a day on which commercial banking institutions are not required to be open in the State of New York.

“Lien” means, with respect to any asset, any mortgage, lien (statutory or otherwise), pledge, hypothecation, charge, security interest, preference, priority or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction; provided, however, that in no event shall an operating lease be deemed to constitute a Lien.

“Moody’s” means Moody’s Investors Service, Inc. and any successor to its rating agency business.

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

“Net Proceeds” means the aggregate cash proceeds received by the Company or any of its Restricted Subsidiaries in respect of any Asset Sale, including any cash received upon the sale or other disposition of any Designated Non-cash Consideration received in any Asset Sale, net of the direct costs relating to such Asset Sale and the sale or disposition of such Designated Non-cash Consideration, including legal, accounting and investment banking fees, and brokerage and sales commissions, any relocation expenses incurred as a result thereof, taxes paid or payable as a result thereof (after taking into account any available tax credits or deductions and any tax sharing arrangements), amounts required to be applied to the repayment of principal, premium, if any, and interest on Senior Indebtedness required (other than required by clause (1) of the second paragraph of “Repurchase at the Option of Holders — Asset Sales”) to be paid as a result of such transaction and any deduction of appropriate amounts to be provided by the Company or any of its Restricted Subsidiaries as a reserve in accordance with GAAP against any liabilities associated with the asset disposed of in such transaction and retained by the Company or any of its Restricted Subsidiaries after such sale or other disposition thereof, including pension and other post-employment benefit liabilities and liabilities related to environmental matters or against any indemnification obligations associated with such transaction.

“Obligations” means any principal, interest (including any interest accruing subsequent to the filing of a petition in bankruptcy, reorganization or similar proceeding at the rate provided for in the documentation with respect thereto, whether or not such interest is an allowed claim under applicable state, federal or foreign law), penalties, fees, indemnifications, reimbursements (including reimbursement obligations with respect to letters of credit and banker’s acceptances), damages and other liabilities, and guarantees of payment of such principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities, payable under the documentation governing any Indebtedness.

“Offering Memorandum” means the offering memorandum, dated November 25, 2005, relating to the outstanding notes.

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“Officer” means the Chairman of the Board, the Chief Executive Officer, the Chief Financial Officer, the President, any Executive Vice President, Senior Vice President or Vice President, the Treasurer or the Secretary of the Company.

“Officer’s Certificate” means a certificate signed on behalf of the Company by an Officer of the Company, who must be the principal executive officer, the principal financial officer, the treasurer or the principal accounting officer of the Company, that meets the requirements set forth in the Senior Subordinated Note Indenture.

“Opinion of Counsel” means a written opinion from legal counsel who is acceptable to the Trustee. The counsel may be an employee of or counsel to the Company or the Trustee.

“Permitted Asset Swap” means the concurrent purchase and sale or exchange of Related Business Assets or a combination of Related Business Assets and cash or Cash Equivalents between the Company or any of its Restricted Subsidiaries and another Person; provided, however, that any cash or Cash Equivalents received must be applied in accordance with the “Repurchase at the Option of Holders — Asset Sales” covenant.

“Permitted Holders” means each of the Investors and members of management of the Company (or its direct or indirect parent companies) who are holders of Equity Interests of the Company (or any of its direct or indirect parent companies) on the Issue Date and any group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act or any successor provision) of which any of the foregoing are members; provided, however, that in the case of such group and without giving effect to the existence of such group or any other group, such Investors and members of management, collectively, have beneficial ownership of more than 50% of the total voting power of the Voting Stock of the Company or any of its direct or indirect parent companies.

“Permitted Investments” means:

(1) any Investment in the Company or any of its Restricted Subsidiaries;

(2) any Investment in cash and Cash Equivalents or Investment Grade Securities;

(3) any Investment by the Company or any of its Restricted Subsidiaries in a Person that is engaged in a Similar Business if as a result of such Investment:

(a) such Person becomes a Restricted Subsidiary; or

(b) such Person, in one transaction or a series of related transactions, is merged or consolidated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, the Company or a Restricted Subsidiary, and, in each case, any Investment held by such Person; provided, however, that such Investment was not acquired by such Person in contemplation of such acquisition, merger, consolidation or transfer;

(4) any Investment in securities or other assets not constituting cash, Cash Equivalents or Investment Grade Securities and received in connection with an Asset Sale made pursuant to the provisions of “Repurchase at the Option of Holders — Asset Sales” or any other disposition of assets not constituting an Asset Sale;

(5) any Investment existing on the Issue Date;

(6) any Investment acquired by the Company or any of its Restricted Subsidiaries:

(a) in exchange for any other Investment or accounts receivable held by the Company or any such Restricted Subsidiary in connection with or as a result of a bankruptcy, workout, reorganization or recapitalization of the Company of such other Investment or accounts receivable; or

(b) as a result of a foreclosure by the Company or any of its Restricted Subsidiaries with respect to any secured Investment or other transfer of title with respect to any secured Investment in default;

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(7) Hedging Obligations permitted under clause (10) of the covenant described in “Certain Covenants — Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock;”

(8) Investments the payment for which consists of Equity Interests (exclusive of Disqualified Stock) of the Company, or any of its direct or indirect parent companies; provided, however, that such Equity Interests will not increase the amount available for Restricted Payments under clause (3) of the first paragraph under the covenant described in “Certain Covenants — Limitation on Restricted Payments;”

(9) guarantees of Indebtedness permitted under the covenant described in “Certain Covenants — Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock;”

(10) any transaction to the extent it constitutes an Investment that is permitted and made in accordance with the provisions of the second paragraph of the covenant described under “Certain Covenants — Transactions with Affiliates” (except transactions described in clauses (2), (5) and (9) of such paragraph);

(11) Investments relating to a Receivables Subsidiary that, in the good faith determination of the Company are necessary or advisable to effect transactions contemplated under the Receivables Facility;

(12) additional Investments having an aggregate fair market value, taken together with all other Investments made pursuant to this clause (12) that are at that time outstanding (without giving effect to the sale of an Unrestricted Subsidiary to the extent the proceeds of such sale do not consist of cash or marketable securities), not to exceed the greater of $100.0 million and 4.0% of Total Assets at the time of such Investment (with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value);

(13) any Investment in a Qualified Joint Venture having an aggregate fair market value, taken together with all other Investments made pursuant to this clause (13) that are at that time outstanding, not to exceed $50.0 million and 2.0% of Total Assets at the time of such Investment (with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value);

(14) advances to, or guarantees of Indebtedness of, employees not in excess of $15.0 million outstanding at any one time, in the aggregate; and

(15) loans and advances to officers, directors and employees for business-related travel expenses, moving expenses and other similar expenses, in each case incurred in the ordinary course of business or consistent with past practices or to fund such Person’s purchase of Equity Interests of the Company or any direct or indirect parent company thereof.

“Permitted Junior Securities” means:

(1) Equity Interests in any Issuer, any Guarantor or any direct or indirect parent of the Company; or

(2) debt securities that are subordinated to all Senior Indebtedness and any debt securities issued in exchange for Senior Indebtedness to substantially the same extent as, or to a greater extent than, the senior subordinated notes and the related Guarantees are subordinated to Senior Indebtedness under the Senior Subordinated Note Indenture.

“Permitted Liens” means, with respect to any Person:

(1) pledges or deposits by such Person under workmen’s compensation laws, unemployment insurance laws or similar legislation, or good faith deposits in connection with bids, tenders, contracts (other than for the payment of Indebtedness) or leases to which such Person is a party, or deposits to secure public or statutory obligations of such Person or deposits of cash or U.S. government bonds to secure surety or appeal bonds to which such Person is a party, or deposits as security for contested taxes or import duties or for the payment of rent, in each case incurred in the ordinary course of business;

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(2) Liens imposed by law, such as carriers’, warehousemen’s and mechanics’ Liens, in each case for sums not yet overdue for a period of more than 30 days or being contested in good faith by appropriate proceedings or other Liens arising out of judgments or awards against such Person with respect to which such Person shall then be proceeding with an appeal or other proceedings for review if adequate reserves with respect thereto are maintained on the books of such Person in accordance with GAAP;

(3) Liens for taxes, assessments or other governmental charges not yet overdue for a period of more than 30 days or payable or subject to penalties for nonpayment or which are being contested in good faith by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of such Person in accordance with GAAP;

(4) Liens in favor of issuers of performance and surety bonds or bid bonds or with respect to other regulatory requirements or letters of credit issued pursuant to the request of and for the account of such Person in the ordinary course of its business;

(5) minor survey exceptions, minor encumbrances, easements or reservations of, or rights of others for, licenses, rights-of-way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions as to the use of real properties or Liens incidental, to the conduct of the business of such Person or to the ownership of its properties which were not incurred in connection with Indebtedness and which do not in the aggregate materially adversely affect the value of said properties or materially impair their use in the operation of the business of such Person;

(6) Liens securing Indebtedness permitted to be incurred pursuant to clause (4) or (12)(b) of the second paragraph under “Certain Covenants — Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock;”

(7) Liens existing on the Issue Date;

(8) Liens on property or shares of stock of a Person at the time such Person becomes a Subsidiary; provided, however, such Liens are not created or incurred in connection with, or in contemplation of, such other Person becoming such a Subsidiary; provided, further, however, that such Liens may not extend to any other property owned by the Company or any of its Restricted Subsidiaries;

(9) Liens on property at the time the Company or a Restricted Subsidiary acquired the property, including any acquisition by means of a merger or consolidation with or into the Company or any of its Restricted Subsidiaries; provided, however, that such Liens are not created or incurred in connection with, or in contemplation of, such acquisition; provided, further, however, that the Liens may not extend to any other property owned by the Company or any of its Restricted Subsidiaries;

(10) Liens securing Indebtedness or other obligations of a Restricted Subsidiary owing to the Company or another Restricted Subsidiary permitted to be incurred in accordance with the covenant described under “Certain Covenants — Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock;”

(11) Liens securing Hedging Obligations so long as related Indebtedness is, and is permitted to be under the Senior Subordinated Note Indenture, secured by a Lien on the same property securing such Hedging Obligations;

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

(13) leases, subleases, licenses or sublicenses granted to others in the ordinary course of business which do not materially interfere with the ordinary conduct of the business of the Company or any of its Restricted Subsidiaries and do not secure any Indebtedness;

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

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(15) Liens in favor of any Issuer or any Guarantor;

(16) Liens on equipment of the Company or any of its Restricted Subsidiaries granted in the ordinary course of business to the Company’s clients;

(17) Liens on accounts receivable and related assets incurred in connection with a Receivables Facility;

(18) Liens to secure any refinancing, refunding, extension, renewal or replacement (or successive refinancing, refunding, extensions, renewals or replacements) as a whole, or in part, of any Indebtedness secured by any Lien referred to in the foregoing clauses (6), (7), (8) and (9); provided, however, that (a) such new Lien shall be limited to all or part of the same property that secured the original Lien (plus improvements on such property), and (b) the Indebtedness secured by such Lien at such time is not increased to any amount greater than the sum of (i) the outstanding principal amount or, if greater, committed amount of the Indebtedness described under clauses (6), (7), (8) and (9) at the time the original Lien became a Permitted Lien under the Senior Subordinated Note Indenture, and (ii) an amount necessary to pay any fees and expenses, including premiums, related to such refinancing, refunding, extension, renewal or replacement;

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

(20) other Liens securing obligations incurred in the ordinary course of business which obligations do not exceed $25.0 million at any one time outstanding;

(21) Liens securing judgments for the payment of money not constituting an Event of Default under clause (5) under the caption “Events of Default and Remedies” so long as such Liens are adequately bonded and any appropriate legal proceedings that may have been duly initiated for the review of such judgment have not been finally terminated or the period within which such proceedings may be initiated has not expired;

(22) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods in the ordinary course of business;

(23) Liens (i) of a collection bank arising under Section 4-210 of the Uniform Commercial Code, or any successor or comparable provision, on items in the course of collection, (ii) attaching to commodity trading accounts or other commodity brokerage accounts incurred in the ordinary course of business; and (iii) in favor of banking institutions arising as a matter of law encumbering deposits (including the right of set-off) and which are within the general parameters customary in the banking industry;

(24) Liens deemed to exist in connection with Investments in repurchase agreements permitted under “Certain Covenants — Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock;” provided that such Liens do not extend to any assets other than those that are the subject of such repurchase agreement;

(25) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes; and

(26) Liens that are contractual rights of set-off (i) relating to the establishment of depository relations with banks not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts of the Company or any of its Restricted Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Company and its Restricted Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Company or any of its Restricted Subsidiaries in the ordinary course of business.

For purposes of this definition, the term “Indebtedness” shall be deemed to include interest on such Indebtedness.

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

“Preferred Stock” means any Equity Interest with preferential rights of payment of dividends or upon liquidation, dissolution, or winding up.

“Qualified Joint Venture” means a Person (i) at least 50% of the Voting Stock of which is beneficially owned by the Company or a Restricted Subsidiary and (ii) which engages in only a Similar Business.

“Qualified Proceeds” means assets that are used or useful in, or Capital Stock of any Person engaged in, a Similar Business; provided, however, that the fair market value of any such assets or Capital Stock shall be determined by the Company in good faith.

“Rating Agencies” means Moody’s and S&P or if Moody’s or S&P or both shall not make a rating on the senior subordinated notes publicly available, a nationally recognized statistical rating agency or agencies, as the case may be, selected by the Company which shall be substituted for Moody’s or S&P or both, as the case may be.

“Receivables Facility” means one or more receivables financing facilities as amended, supplemented, modified, extended, renewed, restated or refunded from time to time, the Obligations of which are non-recourse (except for customary representations, warranties, covenants and indemnities made in connection with such facilities) to the Company or any of its Restricted Subsidiaries (other than a Receivables Subsidiary) pursuant to which the Company or any of its Restricted Subsidiaries sells its accounts receivable to either (a) a Person that is not a Restricted Subsidiary or (b) a Receivables Subsidiary that in turn sells its accounts receivable to a Person that is not a Restricted Subsidiary.

“Receivables Fees” means distributions or payments made directly or by means of discounts with respect to any accounts receivable or participation interest therein issued or sold in connection with, and other fees paid to a Person that is not a Restricted Subsidiary in connection with, any Receivables Facility.

“Receivables Subsidiary” means any Subsidiary formed for the purpose of, and that solely engages only in one or more Receivables Facilities and other activities reasonably related thereto.

“registration rights agreement” means the registration rights agreement dated as of the Issue Date, among the Issuers, the Guarantors and the Initial Purchasers, with respect to the senior subordinated notes, and any similar registration rights agreement governing Additional Notes, unless the context indicates otherwise.

“Related Business Assets” means assets (other than cash or Cash Equivalents) used or useful in a Similar Business; provided, however, that any assets received by the Company or a Restricted Subsidiary in exchange for assets transferred by the Company or a Restricted Subsidiary shall not be deemed to be Related Business Assets if they consist of securities of a Person, unless upon receipt of the securities of such Person, such Person would become a Restricted Subsidiary.

“Relevant Jurisdiction” shall have the definition set forth in “Additional Amounts.”

“Representative” means any trustee, agent or representative (if any) for an issue of Senior Indebtedness of the Company.

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

“Restricted Subsidiary” means, at any time, any direct or indirect Subsidiary of the Company (including the subsidiary co-issuers) that is not then an Unrestricted Subsidiary; provided, however, that upon the occurrence of an Unrestricted Subsidiary ceasing to be an Unrestricted Subsidiary, such Subsidiary shall be included in the definition of “Restricted Subsidiary.”

“S&P” means Standard & Poor’s, a division of The McGraw-Hill Companies, Inc., and any successor to its rating agency business.

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“Sale and Lease-Back Transaction” means any arrangement providing for the leasing by the Company or any of its Restricted Subsidiaries of any real or tangible personal property, which property has been or is to be sold or transferred by the Company or such Restricted Subsidiary to a third Person in contemplation of such leasing.

“SEC” means the U.S. Securities and Exchange Commission.

“Secured Indebtedness” means any Indebtedness of the Company or any of its Restricted Subsidiaries secured by a Lien.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder.

“Senior Credit Facilities” means the Credit Facility under the credit agreement to be entered into as of the Issue Date by and among Avago Technologies Finance Pte. Ltd. and certain of its subsidiaries, as Borrowers, Avago Technologies Holding Pte. Ltd., Citicorp North America, Inc., as administrative agent, Citigroup Global Markets Inc., as joint lead arranger and joint lead bookrunner, Lehman Brothers Inc., as joint lead arranger, joint lead bookrunner and syndication agent, and Credit Suisse, as documentation agent, including any guarantees, collateral documents, instruments and agreements executed in connection therewith.

“Senior Indebtedness” means:

(1) all Indebtedness of any Issuer or any Guarantor outstanding under the Senior Credit Facilities or senior notes and related Guarantees (including interest accruing on or after the filing of any petition in bankruptcy or similar proceeding or for reorganization of any Issuer or any Guarantor (at the rate provided for in the documentation with respect thereto, regardless of whether or not a claim for post-filing interest is allowed in such proceedings)), and any and all other fees, expense reimbursement obligations, indemnification amounts, penalties, and other amounts (whether existing on the Issue Date or thereafter created or incurred) and all obligations of any Issuer or any Guarantor to reimburse any bank or other Person in respect of amounts paid under letters of credit, acceptances or other similar instruments;

(2) all Hedging Obligations (and guarantees thereof) owing to a Lender (as defined in the Senior Credit Facilities) or any Affiliate of such Lender (or any Person that was a Lender or an Affiliate of such Lender at the time the applicable agreement giving rise to such Hedging Obligation was entered into); provided that such Hedging Obligations are permitted to be incurred under the terms of the Senior Subordinated Note Indenture;

(3) any other Indebtedness of any Issuer or any Guarantor permitted to be incurred under the terms of the Senior Subordinated Note Indenture, unless the instrument under which such Indebtedness is incurred expressly provides that it is on a parity with or subordinated in right of payment to the senior subordinated notes or any related Guarantee; and

(4) all Obligations with respect to the items listed in the preceding clauses (1), (2) and (3); provided, however, that Senior Indebtedness shall not include:

(a) any obligation of such Person to the Company or any of its Subsidiaries;

(b) any liability for federal, state, local or other taxes owed or owing by such Person;

(c) any accounts payable or other liability to trade creditors arising in the ordinary course of business;

(d) any Indebtedness or other Obligation of such Person which is subordinate or junior in any respect to any other Indebtedness or other Obligation of such Person; or

(e) that portion of any Indebtedness which at the time of incurrence is incurred in violation of the Senior Subordinated Note Indenture.

“Senior Subordinated Indebtedness” means

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(1) with respect to the Company, Indebtedness which ranks equal in right of payment to the senior subordinated notes issued by the Company; and

(2) with respect to any Guarantor, Indebtedness which ranks equal in right of payment to the Guarantee of such entity of senior subordinated notes.

“senior notes” means the 101/8% Senior Notes due 2013 and the Floating Rate Notes due 2013 of the Issuers.

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

“Similar Business” means any business conducted or proposed to be conducted by the Company and its Restricted Subsidiaries on the Issue Date or any business that is similar, reasonably related, incidental or ancillary thereto.

“Sponsor Advisory Agreement” means the Advisory Agreement between certain of the management companies associated with the Investors as in effect on the Issue Date.

“Stated Maturity” means, except as otherwise provided, with respect to any Indebtedness, the dates specified in such Indebtedness as the fixed dates on which the principal of and/or interest on such Indebtedness are due and payable, including pursuant to any mandatory redemption provision (but excluding any provision providing for the repurchase or repayment of such Indebtedness at the option of the holder thereof or the lender thereunder upon the happening of any contingency unless such contingency has occurred).

“Storage Sale” means the sale by the Company of the storage products business of the Company and its Restricted Subsidiaries as described in the Offering Memorandum.

“Subordinated Indebtedness” means, with respect to a series of senior subordinated notes,

(1) any Indebtedness of any Issuer which is by its terms subordinated in right of payment to the senior subordinated notes, and

(2) any Indebtedness of any Guarantor which is by its terms subordinated in right of payment to the Guarantee of such entity of the senior subordinated notes.

“Subsidiary” means, with respect to any Person:

(1) any corporation, association, or other business entity (other than a partnership, joint venture, limited liability company or similar entity) of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time of determination owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof or is consolidated under GAAP with such Person at such time; and

(2) any partnership, joint venture, limited liability company or similar entity of which

(x) more than 50% of the capital accounts, distribution rights, total equity and voting interests or general or limited partnership interests, as applicable, are owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof whether in the form of membership, general, special or limited partnership or otherwise, and

(y) such Person or any Restricted Subsidiary of such Person is a controlling general partner or otherwise controls such entity.

“Total Assets” means the total assets of the Company and its Restricted Subsidiaries on a consolidated basis, as shown on the most recent balance sheet of the Company or such other Person as may be expressly stated.

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“Transactions” means the transactions contemplated by the Transaction Agreement, the issuance of the senior subordinated notes and the senior notes and the Senior Credit Facilities as in effect on the Issue Date.

“Transaction Agreement” means the Asset Purchase Agreement, dated as of August 14, 2005, between Agilent and Argos Acquisition Pte. Ltd.

“Treasury Rate” means, as of any redemption date, the yield to maturity as of such redemption date of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available at least two Business Days prior to the redemption date (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from the redemption date to December 1, 2010; provided, however, that if the period from the redemption date to December 1, 2010 is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year will be used.

“Trust Indenture Act” means the Trust Indenture Act of 1939, as amended (15 U.S.C §§ 77aaa-777bbbb).

“Unrestricted Subsidiary” means:

(1) any Subsidiary of the Company which at the time of determination is an Unrestricted Subsidiary (as designated by the Company, as provided below); and

(2) any Subsidiary of an Unrestricted Subsidiary.

The Company may designate any Subsidiary of the Company (including any existing Subsidiary and any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on, any property of, the Company or any Subsidiary of the Company (other than solely any Subsidiary of the Subsidiary to be so designated); provided, however, that

(1) any Unrestricted Subsidiary must be an entity of which the Equity Interests entitled to cast at least a majority of the votes that may be cast by all Equity Interests having ordinary voting power for the election of directors or Persons performing a similar function are owned, directly or indirectly, by the Company;

(2) such designation complies with the covenants described under “Certain Covenants — Limitation on Restricted Payments;” and

(3) each of:

(a) the Subsidiary to be so designated; and

(b) its Subsidiaries

has not at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of the Company or any Restricted Subsidiary.

The Company may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that, immediately after giving effect to such designation, no Default shall have occurred and be continuing and either:

(1) the Company could incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test described in the first paragraph under “Certain Covenants — Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock;” or

(2) the Fixed Charge Coverage Ratio for the Company its Restricted Subsidiaries would be greater than such ratio for the Company and its Restricted Subsidiaries immediately prior to such designation, in each case on a pro forma basis taking into account such designation.

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Any such designation by the Company shall be notified by the Company to the Trustee by promptly filing with the Trustee a copy of the resolution of the board of directors of the Company or any committee thereof giving effect to such designation and an Officer’s Certificate certifying that such designation complied with the foregoing provisions.

“Voting Stock” of any Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the board of directors of such Person.

“Weighted Average Life to Maturity” means, when applied to any Indebtedness, Disqualified Stock or Preferred Stock, as the case may be, at any date, the quotient obtained by dividing:

(1) the sum of the products of the number of years from the date of determination to the date of each successive scheduled principal payment of such Indebtedness or redemption or similar payment with respect to such Disqualified Stock or Preferred Stock multiplied by the amount of such payment; by

(2) the sum of all such payments.

“Wholly Owned Subsidiary” of any Person means a Subsidiary of such Person, 100% of the outstanding Equity Interests of which (other than directors’ qualifying shares) shall at the time be owned by such Person or by one or more Wholly Owned Subsidiaries of such Person.

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TAX CONSEQUENCES OF THE EXCHANGE OFFERS

United States Federal Income Tax Consequences of the Exchange Offers

The following discussion is a summary of the material U.S. federal income tax consequences relevant to the exchange of the outstanding notes pursuant to the exchange offers, but does not purport to be a complete analysis of all potential tax effects. The discussion is based upon the Internal Revenue Code of 1986, as amended, or the Code, U.S. Treasury Regulations issued thereunder, Internal Revenue Service rulings and pronouncements and judicial decisions now in effect, all of which are subject to change at any time. Any such change may be applied retroactively in a manner that could adversely affect a holder of the notes. This discussion does not address all of the U.S. federal income tax consequences that may be relevant to a holder in light of such holder’s particular circumstances or to holders subject to special rules, such as certain financial institutions, regulated investment companies, real estate investment trusts, U.S. expatriates, insurance companies, dealers in securities or currencies, traders in securities, U.S. Holders (as defined below) whose functional currency is not the U.S. dollar, holders subject to alternative minimum tax, tax-exempt organizations, tax deferred or other retirement accounts and persons holding the notes as part of a “straddle,” “hedge,” “conversion transaction” or other integrated transaction. In addition, the effect of any applicable state, local, foreign or other tax laws, including gift and estate tax laws is not discussed. The discussion deals only with notes held as “capital assets” (generally, property for investment) within the meaning of Section 1221 of the Code.

As used herein, “U.S. Holder” means a beneficial owner of the notes who or that is:

•  an individual that is a citizen or resident of the United States, including an alien individual who is a lawful permanent resident of the United States or meets the “substantial presence” test under Section 7701(b) of the Code;

•  a corporation or other entity taxable as a corporation created or organized in or under the laws of the United States or a political subdivision thereof;

•  an estate, the income of which is subject to U.S. federal income tax regardless of its source; or

•  a trust, if a U.S. court can exercise primary supervision over the administration of the trust and one or more United States persons can control all substantial trust decisions, or, if the trust was an existence on August 20, 1996, a trust that has elected to continue to be treated as a United States person.

If a partnership or other entity taxable as a partnership holds notes, the tax treatment of a partner in the partnership will generally depend upon the status of the partner and the activities of the partnership. If you are a partner of a partnership holding the notes, you should consult your tax advisor regarding the tax consequences of the ownership and disposition of the notes.

We have not sought and will not seek any rulings from the Internal Revenue Service, or the IRS, with respect to the matters discussed below. There can be no assurance that the IRS will not take a different position concerning the tax consequences of the purchase, ownership or disposition of the notes or that any such position would not be sustained.

PROSPECTIVE INVESTORS SHOULD CONSULT THEIR OWN TAX ADVISORS WITH REGARD TO THE APPLICATION OF THE TAX CONSEQUENCES DISCUSSED BELOW TO THEIR PARTICULAR SITUATIONS AS WELL AS THE APPLICATION OF ANY STATE, LOCAL, FOREIGN OR OTHER TAX LAWS, INCLUDING GIFT AND ESTATE TAX LAWS, AND ANY TAX TREATIES.

The exchange of the outstanding notes for the exchange notes will not constitute a taxable exchange because the exchange notes will not be considered to differ materially in kind or extent from the outstanding notes. As a result, (1) a U.S. Holder will not recognize taxable gain or loss as a result of exchanging such holder’s notes; (2) the holding period of the exchange notes will include the holding period of the outstanding notes exchanged therefor; and (3) the adjusted tax basis of the exchange notes received will be the same as the adjusted tax basis of the outstanding notes exchanged therefor immediately before such exchange.

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Singapore Income Tax Consequences of the Exchange Offers

The exchange of outstanding notes for exchange notes should not constitute a taxable event to holders as it is likely that no gain or loss will be recognized on receipt of the exchange notes.

So long as the exchange notes continue to qualify as “qualifying debt securities” as defined in the Singapore Income Tax Act (Chapter 134), the tax position of the outstanding notes should continue to be similarly applicable to the exchange notes, including the exemption from the withholding of tax on any interest on the exchange notes payable by the Issuers.

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CERTAIN ERISA CONSIDERATIONS

The following is a summary of certain considerations associated with the purchase of the exchange notes by employee benefit plans that are subject to Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), plans, individual retirement accounts and other arrangements that are subject to Section 4975 of the Code or provisions under any federal, state, local, non-U.S. or other laws, rules or regulations that are similar to such provisions of ERISA or the Code (collectively, “Similar Laws”), and entities whose underlying assets are considered to include “plan assets” (within the meaning of ERISA) of such plans, accounts and arrangements (each, a “Plan”).

General Fiduciary Matters

ERISA and the Code impose certain duties on persons who are fiduciaries of a Plan subject to Title I of ERISA or Section 4975 of the Code (an “ERISA Plan”) and prohibit certain transactions involving the assets of an ERISA Plan and its fiduciaries or other interested parties. Under ERISA and the Code, any person who exercises any discretionary authority or control over the administration of such an ERISA Plan or the management or disposition of the assets of such an ERISA Plan, or who renders investment advice for a fee or other compensation to such an ERISA Plan, is generally considered to be a fiduciary of the ERISA Plan.

In considering an investment in the exchange notes of a portion of the assets of any Plan, a fiduciary should determine whether the investment is in accordance with the documents and instruments governing the Plan and the applicable provisions of ERISA, the Code or any Similar Law relating to a fiduciary’s duties to the Plan including, without limitation, the prudence, diversification, delegation of control and prohibited transaction provisions of ERISA, the Code and any other applicable Similar Laws.

Prohibited Transaction Issues

Section 406 of ERISA and Section 4975 of the Code prohibit ERISA Plans from engaging in specified transactions involving “plan assets” with persons or entities who are “parties in interest,” within the meaning of ERISA, or “disqualified persons,” within the meaning of Section 4975 of the Code, unless an exemption is available. A party in interest or disqualified person who engages in a non-exempt prohibited transaction may be subject to excise taxes and other penalties and liabilities under ERISA and the Code. In addition, the fiduciary of the ERISA Plan that engages in such a non-exempt prohibited transaction may be subject to penalties and liabilities under ERISA and the Code. The acquisition and/or holding of exchange notes by an ERISA Plan with respect to which we or the initial purchasers of the outstanding notes are considered a party in interest or disqualified person may constitute or result in a direct or indirect prohibited transaction under Section 406 of ERISA and/or Section 4975 of the Code, unless the investment is acquired and is held in accordance with an applicable statutory, class or individual prohibited transaction exemption. In this regard, the statutory exemption at Section 408(b)(17) of ERISA with respect to the lending of money or other extension of credit between a Plan and a party in interest or one of the prohibited transaction class exemptions issued by the United States Department of Labor (“PTCEs”) may apply to the acquisition and holding of the exchange notes. These class exemptions include, without limitation, PTCE 84-14, respecting transactions determined by independent qualified professional asset managers, PTCE 90-1, respecting insurance company pooled separate accounts, PTCE 91-38, respecting bank collective investment funds, PTCE 95-60, respecting life insurance company general accounts and PTCE 96-23, respecting transactions determined by in-house asset managers, although there can be no assurance that all the conditions of any such exemption will be satisfied.

Because of the foregoing, the exchange notes should not be purchased or held by any person investing “plan assets” of any Plan, unless such purchase and holding (and the exchange of outstanding notes for exchange notes) will not constitute a non-exempt prohibited transaction under ERISA and the Code or similar violation of any applicable Similar Laws.

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Representation

Accordingly, by acceptance of an exchange note, each purchaser and subsequent transferee will be deemed to have represented and warranted that either (i) no portion of the assets used by such purchaser or transferee to acquire and hold the exchange notes constitutes assets of any Plan or (ii) the purchase and holding of the outstanding notes or the exchange notes (and the exchange of outstanding notes for exchange notes) by such purchaser or transferee will not constitute a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or any similar violation under any applicable Similar Laws.

The foregoing discussion is general in nature and is not intended to be all-inclusive. Due to the complexity of these rules and the penalties that may be imposed upon persons involved in non-exempt prohibited transactions, it is particularly important that fiduciaries or other persons considering purchasing the outstanding notes or the exchange notes (and holding or disposing the outstanding notes or the exchange notes) on behalf of, or with the assets of, any Plan, consult with their counsel regarding the potential applicability of ERISA, Section 4975 of the Code and any Similar Laws to such transactions and whether an exemption would be applicable to the purchase and holding and disposition of the outstanding notes or the exchange notes (and the exchange of outstanding notes for exchange notes).

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PLAN OF DISTRIBUTION

Each broker-dealer that receives exchange notes for its own account pursuant to an exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of exchange notes received in exchange for outstanding notes where such outstanding notes were acquired as a result of market-making activities or other trading activities. We have agreed that, for a period of one year after the consummation of the exchange offers, they will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, all dealers effecting transactions in the exchange notes may be required to deliver a prospectus.

We will not receive any proceeds from any sale of exchange notes by broker-dealers. Exchange notes received by broker-dealers for their own account pursuant to an exchange offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the exchange notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or at negotiated prices. Any such resale may be made directly to purchasers or through brokers or dealers. who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or the purchasers of any such exchange notes. Any broker-dealer that resells exchange notes that were received by it for its own account pursuant to an exchange offer and any broker or dealer that participates in a distribution of such exchange notes may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit of any such resale of exchange notes and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The letter of transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

For a period of 180 days after the consummation of the registered exchange offers we will promptly send additional copies of this prospectus and any amendments or supplements to this prospectus to any broker-dealer that requests such documents in the letter of transmittal. We have agreed to pay all expenses incident to the exchange offers (including the expenses of one counsel for the holders of the outstanding notes) other than commissions or concessions of any broker-dealers and will indemnify you (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

217

LEGAL MATTERS

The validity and enforceability of the exchange notes will be passed upon for us by WongPartnership, Singapore as to Singapore law matters and Latham & Watkins LLP, Menlo Park, California as to U.S. law matters. The due authorization by certain subsidiaries of their obligations under the laws of their respective jurisdictions will be passed upon for us by WongPartnership, Singapore, Latham & Watkins LLP, Menlo Park, California, Zaid Ibrahim & Co., Kuala Lumpur, Malaysia, Loyens & Loeff, Amsterdam, Netherlands, Stikeman Elliot LLP, Toronto, Canada, Latham & Watkins LLP, Hamburg, Germany, Pavia E Ansaldo, Milan, Italy, Latham & Watkins LLP, Tokyo, Japan, Kuri Breña, Sánchez Ugarte, Corcuera y Azner, S.C., Mexico City, Mexico and Latham & Watkins, London, United Kingdom.

EXPERTS

The financial statements of Avago Technologies Finance Pte. Ltd., a wholly owned subsidiary of Avago Technologies Limited, as of July 31, 2006 and for the nine-month period then ended and the financial statements of the Semiconductor Products Business, a business segment of Agilent Technologies, Inc. as of October 31, 2005, the one month period ended November 30, 2005, the nine month period ended July 31, 2005 and for each of the two years in the period ended October 31, 2005, included in this Registration Statement have been so included in reliance on the audit reports of PricewaterhouseCoopers LLP, independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

WHERE YOU CAN FIND MORE INFORMATION

We and our subsidiary co-issuers and guarantors have filed with the SEC a registration statement on Form F-4 under the Securities Act with respect to the exchange notes being offered hereby. This prospectus, which forms a part of the registration statement, does not contain all of the information set forth in the registration statement. For further information with respect to us, our subsidiary co-issuers and guarantors and the exchange notes, reference is made to the registration statement. Statements contained in this prospectus as to the contents of any contract or other document are not necessarily complete. We, our subsidiary co-issuers and guarantors are not currently subject to the informational requirements of the Exchange Act. As a result of the offering of the exchange notes, we and our subsidiary co-issuers and guarantors will become subject to the informational requirements of the Exchange Act, and, in accordance therewith, will file reports and other information with the SEC. The registration statement, such reports and other information can be inspected and copied at the Public Reference Room of the SEC located at Room 1580, 100 F Street, N.E., Washington D.C. 20549. Copies of such materials, including copies of all or any portion of the registration statement, can be obtained from the Public Reference Room of the SEC at prescribed rates. You can call the SEC at 1-800-SEC-0330 to obtain information on the operation of the Public Reference Room. Such materials may also be accessed electronically by means of the SEC’s home page on the Internet (http://www.sec.gov).

So long as we and our subsidiary co-issuers and guarantors are subject to the periodic reporting requirements of the Exchange Act, we and our subsidiary co-issuers and guarantors are required to make available the information required to be filed with the SEC to the trustee and the holders of the outstanding notes. We and our subsidiary co-issuers and guarantors have agreed that, even if they are not required under the Exchange Act to furnish such information to the SEC, they will nonetheless continue to furnish information that would be required to be furnished by them by Section 13 or 15(d) of the Exchange Act as provided in the indentures.

218

AVAGO TECHNOLOGIES FINANCE PTE. LTD.

TABLE OF CONTENTS

	Page
Consolidated Financial Statements:
Reports of Independent Registered Public Accounting Firm		F-2
Consolidated Statements of Operations		F-4
Consolidated Balance Sheets		F-5
Consolidated Statements of Cash Flows		F-6
Consolidated Statement of Shareholder’s Equity		F-7
Consolidated Statements of Invested Equity — Predecessor		F-7
Notes to Consolidated Financial Statements		F-8

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of Avago Technologies Limited:

In our opinion, the accompanying consolidated balance sheet and the related consolidated statements of operations, shareholder’s equity and cash flows present fairly, in all material respects, the financial position of Avago Technologies Finance Pte. Ltd., a wholly owned subsidiary of Avago Technologies Limited, and its subsidiaries at July 31, 2006, and the results of their operations and their cash flows for the nine months then ended in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

San Jose, California

September 29, 2006

F-2

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and Board of Directors of Agilent Technologies, Inc.:

In our opinion, the accompanying combined balance sheet and the related statements of operations, invested equity and cash flows present fairly, in all material respects, the financial position of the Semiconductor Products Business (SPG or the Business), a business segment of Agilent Technologies, Inc., at October 31, 2005, and the results of its operations and its cash flows for the one month ended November 30, 2005, for the nine months ended July 31, 2005 and for each of the two years in the period ended October 31, 2005 in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Business management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

As discussed in Note 4, the Business and its parent, Agilent Technologies, Inc., engage in extensive intercompany transactions, and the Business relies on its parent for substantially all of its operational and administrative support for which it is allocated costs on a basis that management believes is appropriate in the circumstances. The amounts recorded for these transactions and allocations are not necessarily representative of the amounts that would have been reflected in the financial statements had the Business been an entity operated independently of the parent.

As discussed in Note 3, on December 1, 2005 Agilent Technologies, Inc. sold substantially all of the assets and transferred certain liabilities of the Business to Avago Technologies Limited (formerly known as Argos Acquisition Pte. Ltd.) pursuant to an Asset Purchase Agreement dated August 14, 2005.

As discussed in Note 2, the Business changed its method of accounting for share-based payments as of November 1, 2005.

/s/ PricewaterhouseCoopers LLP

San Jose, California
June 5, 2006, except for the effects of discontinued operations discussed in Note 17, as to which the date is September 29, 2006

F-3

AVAGO TECHNOLOGIES FINANCE PTE. LTD.

CONSOLIDATED STATEMENTS OF OPERATIONS

(IN MILLIONS)

	Predecessor									Company
					Nine Months		One Month			Nine Months
	Year Ended				Ended		Ended			Ended
	October 31,				July 31		November 30,			July 31,
	2004		2005		2005		2005			2006
Net revenue	$	1,783	$	1,559	$	1,126	$	125		$	1,073
Costs and expenses:
Cost of products sold:
Cost of products sold		1,249		1,037		749		96			701
Amortization of intangible assets		—		—		—		—			41
Total cost of products sold		1,249		1,037		749		96			742
Research and development		207		218		161		24			147
Selling, general and administrative		250		256		181		28			178
Amortization of intangible assets		—		—		—		—			56
Acquired in-process research and development		—		—		—		—			2
Total costs and expenses		1,706		1,511		1,091		148			1,125
Income (loss) from operations		77		48		35		(23	)		(52	)
Interest expense		—		—		—		—			114
Other income, net		4		7		10		—			8
Income (loss) from continuing operations before income taxes		81		55		45		(23	)		(158	)
Provision for income taxes		25		33		13		2			3
Income (loss) from continuing operations		56		22		32		(25	)		(161	)
Income from discontinued operations, net of income taxes		17		9		14		1			12
Net income (loss)	$	73	$	31	$	46	$	(24	)	$	(149	)

The accompanying notes are an integral part of these consolidated financial statements.

F-4

AVAGO TECHNOLOGIES FINANCE PTE. LTD.

CONSOLIDATED BALANCE SHEETS

(IN MILLIONS, EXCEPT SHARE AMOUNTS)

	Predecessor		Company
	October 31,		July 31,
	2005		2006
ASSETS
Current assets:
Cash and cash equivalents	$	—	$	200
Trade accounts receivable, net		219		195
Inventory		178		178
Other current assets		38		54
Total current assets		435		627
Property, plant and equipment, net		263		433
Goodwill		95		116
Intangible assets, net		—		998
Other long-term assets		47		48
Total assets	$	840	$	2,222
LIABILITIES, INVESTED EQUITY AND SHAREHOLDER’S EQUITY
Current liabilities:
Accounts payable		124		162
Accrued interest		—		18
Employee compensation and benefits		80		64
Income taxes payable		90		7
Capital lease obligations — current		—		2
Other current liabilities		12		29
Total current liabilities		306		282
Long-term liabilities:
Long-term debt		—		1,000
Capital lease obligations — non-current		—		4
Other long-term liabilities		5		28
Total liabilities		311		1,314
Commitments and contingencies (Note 20)
Invested equity:
Invested equity, net of accumulated deficit		518		—
Accumulated other comprehensive income		11		—
Total invested equity		529		—
Shareholder’s equity:
Redeemable convertible preference shares, no par value; none issued and outstanding on July 31, 2006		—		—
Ordinary shares, no par value; 210,460,262 shares issued and outstanding on July 31, 2006		—		1,057
Accumulated deficit		—		(149	)
Total shareholder’s equity		—		908
Total liabilities, invested equity and shareholder’s equity	$	840	$	2,222

The accompanying notes are an integral part of these consolidated financial statements.

F-5

AVAGO TECHNOLOGIES FINANCE PTE. LTD.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(IN MILLIONS)

	Predecessor												Company
							Nine Months			One Month			Nine Months
	Year Ended						Ended			Ended			Ended
	October 31,						July 31			November 30,			July 31,
	2004			2005			2005			2005			2006
Cash flows from operating activities:
Net income (loss)	$	73		$	31		$	46		$	(24	)	$	(149	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization		74			63			46			6			159
Amortization of debt issuance costs		—			—			—			—			21
Acquired in-process research and development		—			—			—			—			2
Excess and obsolete inventory-related charges, net		17			11			10			5			1
Non-cash restructuring and asset impairment charges		7			9			6			—			—
Net (gain) loss on sale of property, plant and equipment		1			(13	)		(13	)		—			1
Goodwill adjustment charge		—			1			1			—			—
Share-based compensation		—			8			—			4			2
Changes in assets and liabilities, net of acquisitions and dispositions:
Trade accounts receivable		(39	)		37			45			1			128
Inventory		(61	)		28			22			(8	)		18
Accounts payable		(4	)		(11	)		(29	)		(6	)		29
Employee compensation and benefits		—			—			—			—			49
Income taxes payable		16			44			14			(2	)		7
Other current assets and current liabilities		11			(2	)		(30	)		(17	)		8
Other long-term assets and long-term liabilities		(23	)		5			6			2			20
Net cash provided by (used in) operating activities		72			211			124			(39	)		296
Cash flows from investing activities:
Purchases of property, plant and equipment		(34	)		(59	)		(32	)		(6	)		(47	)
Acquisitions, net of cash acquired		—			(9	)		(9	)		—			(2,707	)
Proceeds from sale of property, plant and equipment		2			14			14			—			1
Proceeds from disposition of businesses		—			3			2			—			665
Net cash used in investing activities		(32	)		(51	)		(25	)		(6	)		(2,088	)
Cash flows from financing activities:
Proceeds from borrowings, net of financing costs		—			—			—			—			1,666
Debt repayments		—			—			—			—			(725	)
Issuance of ordinary shares, net of issuance costs		—			—			—			—			1,051
Issuance of redeemable convertible preference shares, net of issuance costs		—			—			—			—			250
Redemption of redeemable convertible preference shares		—			—			—			—			(249	)
Dividend paid on redeemable convertible preference shares		—			—			—			—			(1	)
Net invested equity — Predecessor		(40	)		(160	)		(99	)		45			—
Net cash provided by (used in) financing activities		(40	)		(160	)		(99	)		45			1,992
Net increase in cash and cash equivalents		—			—			—			—			200
Cash and cash equivalents at beginning of year		—			—			—			—			—
Cash and cash equivalents at end of year	$	—		$	—		$	—		$	—		$	200

Supplemental schedule of non-cash investing
and financing activities:

	Predecessor								Company
					Nine Months		One Month		Nine Months
	Year Ended				Ended		Ended		Ended
	October 31,				July 31		November 30,		July 31,
	2004		2005		2005		2005		2006
Cash paid for interest	$	—	$	—	$	—	$	—	$	75
Cash paid for income taxes		—		—		—		—		1
Acquisition of property, plant and equipment under capital leases		—		—		—		—		6
Issuance of share options in connection with the Acquisition		—		—		—		—		4

The accompanying notes are an integral part of these consolidated financial statements.

F-6

AVAGO TECHNOLOGIES FINANCE PTE. LTD.

CONSOLIDATED STATEMENT OF SHAREHOLDER’S EQUITY

(IN MILLIONS, EXCEPT SHARE AMOUNTS)

	Redeemable
	Convertible Cumulative														Total
	Preference Shares						Ordinary Shares					Accumulated			Shareholder’s
	Shares			Amount			Shares		Amount			Deficit			Equity
Balance as of November 1, 2005		—		$	—			—	$	—		$	—		$	—
Issuance of ordinary shares to Holdings		—			—			1		—			—			—
Issuance of redeemable convertible cumulative preference shares		250,000			250			—		—			—			250
Issuance of ordinary shares to Holdings		—			—			209,840,061		1,049			—			1,049
Redemption of redeemable convertible cumulative preference shares and issuance of ordinary shares		(248,853	)		(249	)		1,500		—			—			(249	)
Dividend on redeemable convertible cumulative preference shares		—			—			—		(1	)		—			(1	)
Conversion of redeemable convertible cumulative preference shares to ordinary shares		(1,147	)		(1	)		229,400		1			—			—
Issuance of ordinary shares to Holdings		—			—			389,300		2			—			2
Issuance of options in connection with the Acquisition		—			—			—		4			—			4
Share based compensation, net of taxes		—			—			—		2			—			2
Net loss and comprehensive loss		—			—			—		—			(149	)		(149	)
Balance as of July 31, 2006		—		$	—			210,460,262	$	1,057		$	(149	)	$	908

AVAGO TECHNOLOGIES FINANCE PTE. LTD.

CONSOLIDATED STATEMENTS OF INVESTED EQUITY — PREDECESSOR

(IN MILLIONS)

				Accumulated Other
	Agilent’s Net			Comprehensive
	Investment			Income/(Loss)			Total
Invested equity as of November 1, 2004	$	631		$	19		$	650
Components of comprehensive income:
Net income		31			—			31
Foreign currency translation, net of taxes		—			(9	)		(9	)
Unrealized gain on derivatives, net of taxes		—			1			1
Total comprehensive income								23
Stock-based compensation, net of taxes		8			—			8
Net book value of assets transferred by Agilent		8			—			8
Net return of investment to Agilent		(160	)		—			(160	)
Invested equity as of October 31, 2005		518			11			529
Components of comprehensive loss:
Net loss		(24	)		—			(24	)
Foreign currency translation, net of taxes		—			(2	)		(2	)
Total comprehensive loss								(26	)
Stock-based compensation, net of taxes		4			—			4
Net return of investment to Agilent		45			—			45
Invested equity as of November 30, 2005	$	543		$	9		$	552

The accompanying notes are an integral part of these consolidated financial statements.

F-7

AVAGO TECHNOLOGIES FINANCE PTE. LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.   Overview and Basis of Presentation

Overview

Avago Technologies Finance Pte. Ltd. (“we,” the “Company,” “Avago Finance” or “Successor,”) was organized under the laws of the Republic of Singapore in September 2005. We are the successor to the Semiconductor Products Group business segment (“SPG” or “Predecessor”) of Agilent Technologies, Inc. (“Agilent”). On December 1, 2005, we acquired substantially all of the assets of SPG from Agilent for $2.7 billion (the “Acquisition”) — see Note 3. “The Acquisition.”

Avago Finance is a wholly owned subsidiary of Avago Technologies Holding Pte. Ltd. (“Holdings”), which is wholly owned by Avago Technologies Limited (“Parent”) (formerly known as Argos Acquisition Pte. Ltd. and Avago Technologies Pte. Limited). All three of these companies were formed for the purpose of facilitating the Acquisition and are collectively referred to as the “Holding Companies.”

We are a global supplier of a broad range of mostly analog semiconductors that enable digital semiconductors to effectively interpret and interface with users in the real world. We apply our design expertise and system level knowledge to serve four primary target markets: wireless communications, wired infrastructure, industrial/automotive electronics and computing peripherals.

Basis of Presentation

The Company

The accompanying consolidated balance sheets, statements of operations, cash flows and shareholder’s equity are presented as Predecessor and Company/Successor, which relate to the period preceding the Acquisition and the period succeeding the Acquisition, respectively.

We did not have any significant operating activity prior to December 1, 2005. All annual fiscal periods ended on or prior to October 31, 2005 and the one month period ended November 30, 2005 represent solely the activities of the Predecessor. The Predecessor’s combined financial statements were prepared using Agilent’s historical cost bases for the assets and liabilities. The Predecessor financial statements include allocations of certain Agilent corporate expenses, including centralized research and development, legal, accounting, employee benefits, real estate, insurance services, information technology services, treasury and other Agilent corporate and infrastructure costs. The expense allocations were determined on bases that Agilent considered to be a reasonable reflection of the utilization of services provided to or the benefit received by Predecessor. These internal allocations by Agilent ended on November 30, 2005. From and after December 1, 2005, we acquired select services on a transitional basis from Agilent under a Master Separation Agreement (“MSA”). From the Acquisition date to July 31, 2006, we have progressively reduced the services that we have been sourcing from Agilent under the MSA as we have been bringing on line substitute services either provided internally or through outsourcing vendors retained by us. Agilent’s obligations under the MSA terminated on August 31, 2006. Therefore, the financial information presented in the Predecessor’s financial statements is not necessarily indicative of what our consolidated financial position, results of operations or cash flows would have been had we been a separate, stand-alone entity. Further, our interim results to date in fiscal 2006 reflect a changing combination of Agilent-sourced and internally-sourced services and do not necessarily represent our cost structure that will apply in future periods when all such services are sourced solely by us. All references herein to the nine months ended July 31, 2006 represent the operations since the Acquisition (eight months).

The Predecessor financial information is presented on the historical basis of accounting compared to the Successor financial information, which reflects the fair value of the net assets acquired on the acquisition date rather than their historical cost (See Note 3. “The Acquisition”).

F-8

AVAGO TECHNOLOGIES FINANCE PTE. LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The Subsidiaries and Holdings Guarantors

We and our material subsidiaries are issuers or guarantors of the notes and our senior credit facilities (See Note 9. “Senior Credit Facilities and Borrowings”). Financial statements of the subsidiaries excluded from the guarantee have not been presented because they are minor.

Holdings is a guarantor of our senior credit facilities but is not a guarantor of the notes. Financial statements of Holdings have not been presented as it has no independent assets, liabilities or operations and the guarantees are full and unconditional and joint and several.

Fiscal Periods

Agilent operated with a fiscal year ending on each October 31, and we have retained that annual fiscal period. Accordingly our fiscal quarters end on January 31, April 30, July 31 and October 31.

Principles of Consolidation — Successor

Our consolidated financial statements include the accounts of Avago Finance and our wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.

Principles of Combination — Predecessor

Predecessor’s financial statements include the global historical assets, liabilities and operations for which management was responsible. All intra-company transactions within Predecessor have been eliminated in preparing and reporting the combined results. Certain assets and liabilities of Predecessor, which were included in Predecessor’s financial statements, may, or may not, be indicative of Predecessor on a stand-alone basis.

For presentation purposes, the Predecessor’s combined financial statements are referred to as consolidated financial statements.

2.   Summary of Significant Accounting Policies

Use of estimates.  The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates, and such differences could affect the results of operations reported in future periods.

Revenue recognition.  We recognize revenue, net of trade discounts and allowances, provided that (1) persuasive evidence of an arrangement exists, (2) delivery has occurred, (3) the price is fixed or determinable and (4) collectibility is reasonably assured. Delivery is considered to have occurred when title and risk of loss have transferred to the customer. We consider the price to be fixed or determinable when the price is not subject to refund or adjustments or when any such adjustments are accounted for. We evaluate the creditworthiness of our customers to determine that appropriate credit limits are established prior to the acceptance of an order. We recognize revenue from sales of our products to distributors upon delivery of products to the distributors. An allowance for distributor credits covering price adjustments and scrap allowances is made based on our estimate of historical experience rates as well as considering economic conditions and contractual terms. Actual distributor claim activity have been materially consistent with the provisions we have made based on our historical estimates.

Cash and cash equivalents.  We consider all highly liquid investment securities with original or remaining maturities of three months or less at the date of purchase to be cash equivalents. We determine the appropriate classification of our cash and cash equivalents at the time of purchase.

F-9

AVAGO TECHNOLOGIES FINANCE PTE. LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Trade accounts receivable, net.  Trade accounts receivable are recorded at the invoiced amount and do not bear interest. Such accounts receivable have been reduced by an allowance for doubtful accounts, which is our best estimate of the amount of probable credit losses in our existing accounts receivable. We determine the allowance based on customer specific experience and the aging of such receivables, among other factors. We do not have any off-balance-sheet credit exposure related to our customers. Accounts receivable are also recorded net of sales returns and distributor allowances. These amounts are recorded when it is both probable and estimable that discounts will be granted or products will be returned. Aggregate accounts receivable allowances at October 31, 2005 and July 31, 2006 were $18 million and $19 million, respectively.

Share-based compensation.  We account for employee share-based compensation in accordance with Accounting Principles Board Opinion (“APB”) No. 25, Accounting for Stock Issued to Employees, and with the disclosure provisions of Statement of Financial Accounting Standards (“SFAS”) No. 123, Accounting for Stock-Based Compensation.

During the nine months ended July 31, 2006, we recorded $1 million of compensation expense resulting from variable accounting of performance-based share options granted to our employees by our parent company.

Had we recognized compensation expense using the fair value method as prescribed under the provisions of SFAS 123, our net loss would have been increased as presented below:

	July 31, 2006
	(In millions)
Net loss — as reported	$	(149	)
APB 25 share-based compensation, net of tax		1
SFAS 123 compensation expense, net of tax		(2	)
Net loss — pro forma	$	(150	)

The fair value of options granted was estimated at grant date using the minimum value method with the following weighted-average assumptions:

	Share Option Plans
	Nine Months Ended
	July 31, 2006
Risk-free interest rate		5.04	%
Dividend yield		0.0	%
Volatility		0.0	%
Expected term (in years)		6.5

See Note 21. “Predecessor Changes in Accounting Policies” for accounting for share-based compensation by Predecessor.

Shipping and handling costs.  Our shipping and handling costs charged to customers are included in net revenue and the associated expense is recorded in cost of products sold in the statements of operations for all periods presented.

Goodwill and purchased intangible assets.  Our accounting complies with SFAS No. 142, Goodwill and Other Intangible Assets. Goodwill is not amortized but is reviewed annually (or more frequently if impairment indicators arise) for impairment. Purchased intangible assets are carried at cost less accumulated amortization. Amortization is computed using the straight-line method over the economic lives of the respective assets, generally 6 months to 20 years for the Company and generally 5 to 20 years for Predecessor. On a quarterly basis, we monitor factors and changes in circumstances that could indicate carrying amounts of long-lived assets, including goodwill and intangible assets, may not be recoverable. Factors we consider important which

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

could trigger an impairment review include (i) significant underperformance relative to historical or projected future operating results, (ii) significant changes in the manner of our use of the acquired assets or the strategy for our overall business, and (iii) significant negative industry or economic trends. An impairment loss is recognized if the sum of the expected future cash flows (undiscounted and before interest) from the use of the asset is less than the net book value of the asset. The amount of the impairment loss will generally be measured as the difference between the net book values of the asset and its estimated fair value. We intend to perform an annual impairment review of goodwill during the fourth fiscal quarter of each year, or more frequently if we believe indicators of impairment exist.

Advertising.  Business specific advertising costs are expensed as incurred and amounted to $2 million for the nine months ended July 31, 2006, were $1 million for each of the years ended October 31, 2004 and 2005, less than $1 million for the nine months ended July 31, 2005 and insignificant for the one month ended November 30, 2005. Some corporate advertising expenses were allocated to Predecessor by Agilent as part of corporate allocations described in Note 4. “Transactions with Agilent” but are not separately identifiable.

Research and development.  Costs related to research, design and development of our products are charged to research and development expense as they are incurred.

Taxes on income.  We record a tax provision for the anticipated tax consequences of the reported results of operations. In accordance with SFAS No. 109, Accounting for Income Taxes, the provision for income taxes is computed using the asset and liability method, under which deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating losses and tax credit carryforwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates that apply to taxable income in effect for the years in which those tax assets are expected to be realized or settled. We record a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized. Predecessor income tax provision is based on income or loss before taxes and was calculated on a separate return basis although SPG was included in Agilent’s U.S. Federal and State tax returns and non-U.S. jurisdiction tax returns.

Concentration of credit risk.  We sell our products through our direct sales force and distributors. Two of our customers accounted for 14% and 11%, respectively, of the accounts receivable balance at October 31, 2005, and one of our customers accounted for 13% of the accounts receivable balance at July 31, 2006.

Credit risk with respect to accounts receivable is generally diversified due to the large number of entities comprising our customer base and their dispersion across many different industries and geographies. We perform ongoing credit evaluations of our customers’ financial conditions, and require collateral, such as letters of credit and bank guarantees, in certain circumstances.

For the year ended October 31, 2004, three customers each represented 10% of net revenue from continuing operations. For the year ended October 31, 2005, two customers represented 13% and 11% of net revenue from continuing operations. For the nine months ended July 31, 2005, two customers represented 13% and 12% of net revenue from continuing operations. For the one month ended November 30, 2005, two customers represented 12% and 10% of net revenue from continuing operations. Three customers represented 15%, 15% and 10% of our net revenue from continuing operations during the nine months ended July 31, 2006.

Derivative Instruments.  We have not entered directly into any derivative instrument contracts. However, Agilent used such instruments and allocated to the Predecessor part of their gain or loss. Agilent entered into foreign exchange contracts, primarily forward contracts and purchased options. These contracts were designated at inception as hedges of the related foreign currency exposures, which include committed and anticipated intercompany revenue and expense transactions and assets and liabilities that are denominated in

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currencies other than the functional currency of the subsidiary which has the exposure. For option contracts, Agilent excluded time value from the measurement of effectiveness.

Inventory.  We value our inventory at the lower of the actual cost of the inventory or the current estimated market value of the inventory, with cost being determined under the first-in, first-out method. We record a provision for excess and obsolete inventory based primarily on our estimated forecast of product demand and production requirements. The excess balance determined by this analysis becomes the basis for our excess inventory charge and the written-down value of the inventory becomes its cost. Written-down inventory is not written up if market conditions improve.

Investments.  Investments consist of non-marketable equity securities accounted for using the cost method. Investments are evaluated for impairment quarterly. Such analysis requires significant judgment to identify events or circumstances that would likely have a significant other than temporary adverse effect on the carrying value of the investment.

Property, Plant and Equipment.  Property, plant and equipment are stated at cost less accumulated depreciation. Additions, improvements and major renewals are capitalized, and maintenance, repairs and minor renewals are expensed as incurred. When assets are retired or disposed of, the assets and related accumulated depreciation and amortization are removed from our records and the resulting gain or loss is reflected in the statement of operations. Buildings and leasehold improvements are generally depreciated over 15 to 40 years, or over the lease period, whichever is shorter, and machinery and equipment are generally depreciated over 3 to 10 years. We use the straight-line method of depreciation for all property, plant and equipment.

Earnings per Share.  Because we are a private company, information on earnings (loss) per share is not required.

Foreign currency translation.  We are primarily located in Singapore, Malaysia and the United States. These business units operate in a U.S. dollar functional environment. As such, foreign currency assets and liabilities are remeasured into U.S. dollars at current exchange rates except for non-monetary items such as inventory, property, plant and equipment and other assets, which are remeasured at historical exchange rates.

For those business units that operate in a local currency functional environment, all assets and liabilities are remeasured into U.S. dollars at current exchange rates. Revenue and expenses are generally remeasured at monthly exchange rates which approximate average exchange rates in effect during each period. Resulting translation adjustments are reported as a separate component of accumulative comprehensive income (loss).

Capitalized Software Development Cost.  We capitalize eligible costs related to the application development phase of software developed internally or obtained for internal use in accordance with Statement of Position No. 98-1, Accounting for the Costs of Computer Software Developed or Obtained for Internal Use. During the nine months ended July 31, 2006, we capitalized $22 million, including $6 million of internal-use costs, in connection with the implementation of an enterprise resource planning system which are included in property, plant and equipment. We will begin amortizing the costs associated with software developed for internal use at the time the software is ready for its intended use.

New Accounting Pronouncements

In September 2006, the Securities and Exchange Commission (the “SEC”) issued Staff Accounting Bulletin (“SAB”) No. 108, Considering the Effects of Prior Year Misstatements when Qualifying Misstatements in Current Year Financial Statement, which provides interpretive guidance on the consideration of the effects of prior year misstatements in quantifying current year misstatements for the purpose of a materiality assessment. SAB No. 108 is effective for companies with fiscal years ending after November 15, 2006 and is required to be adopted by us in our fiscal year ending October 31, 2007. However, early application is

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

encouraged in any report for an interim period of the first fiscal year ending after November 15, 2006, filed after the publication of the guidance. We are currently assessing the impact of the adoption of SAB No. 108.

In September 2006, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 157, Fair Value Measurements. SFAS No. 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. SFAS 157 applies under other accounting pronouncements that require or permit fair value measurements, the FASB having previously concluded in those accounting pronouncements that fair value is the relevant measurement attribute. Accordingly, SFAS No. 157 does not require any new fair value measurements. SFAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. SFAS No. 157 is required to be adopted by the Company in the first quarter of its fiscal year 2009. We are currently assessing the impact of the adoption of this Statement.

In July 2006, FASB issued FASB Interpretation (“FIN”) No. 48, Accounting for Uncertainty in Income Taxes — an interpretation of FASB Statement No. 109, which clarifies the accounting for uncertainty in tax positions. FIN No. 48 requires that we recognize in our financial statements the impact of a tax position if that position is more likely than not of being sustained on audit, based on the technical merits of the position. The provisions of FIN No. 48 are effective as of the beginning of our 2008 fiscal year, with the cumulative effect, if any, of the change in accounting principle recorded as an adjustment to opening retained earnings. We are currently evaluating the impact of adopting FIN No. 48 on our consolidated financial statements.

In December 2004, the FASB issued SFAS No. 123 (revised 2004), Share-Based Payment (“SFAS No. 123(R)”), which requires the measurement and recognition of compensation expense based on estimated fair value for all share-based payment awards including stock options, employee stock purchases under employee stock purchase plans, non-vested share awards (restricted stock) and stock appreciation rights. SFAS No. 123(R) supersedes APB No. 25. In March 2005, the SEC issued SAB No. 107, which provides the Staff’s views regarding implementation issues related to SFAS No. 123(R).

We will adopt SFAS No. 123(R) effective November 1, 2006 under the modified-prospective method. We are currently evaluating the impact of adopting SFAS No. 123(R) on our consolidated financial statements (See Note 21. “Predecessor Changes in Accounting Policies” for Predecessor’s adoption of SFAS No. 123(R).

3.   The Acquisition

On August 14, 2005, Agilent entered into an Asset Purchase Agreement with our ultimate parent, Avago Technologies Limited (formerly Argos Acquisition Pte. Ltd.) (“Parent”), a newly-formed limited company organized under the laws of the Republic of Singapore, providing for the sale of substantially all of the assets and certain liabilities of SPG. The Acquisition closed on December 1, 2005. The purchase price was $2,715 million and was determined as follows (in millions):

Cash	$	2,660
Transaction costs		51
Options assumed		4
	$	2,715

The Acquisition was accounted for by the purchase method of accounting for business combinations. Under the purchase method of accounting, the acquisition cost of $2,715 million was allocated to the net

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

assets acquired based on estimates of their respective fair values as of the date of acquisition as follows (in millions):

Current and other tangible assets:
Cash	$	4
Trade accounts receivable, net		323
Inventory		214
Property, plant and equipment, net		452
Other assets		72
Goodwill		193
Assets held for sale — Storage Business, including purchased intangibles and goodwill of $404 million		421
Amortizable intangible assets:
Purchased technology		843
Customer relationships		323
Distributor relationships		24
Order backlog		43
Total assets acquired		2,912
Liabilities assumed		(196	)
Liabilities held for sale		(1	)
Net assets acquired	$	2,715

The excess of the purchase price over the estimated fair value of the net assets acquired was recorded as goodwill.

The identified intangible assets acquired were assigned fair values in accordance with the guidelines established in SFAS No. 141, Business Combinations, FIN No. 4, Applicability of FASB Statement No. 2 to Business Combinations Accounted for by the Purchase Method (“FIN 4”), and other relevant guidance.

Amortizable Acquired Intangible Assets

Purchased Technology:  Existing technology comprises core and developed technology. This represents technical processes, intellectual property and products that have been completed and that will aid in the development of future products as well as the technology that currently exists in our current product offering. We valued the technology assets utilizing a discounted cash flow (“DCF”) model, which uses forecasts of future revenues and expenses related to the intangible asset. We utilized a discount rate ranging from 14% to 20% for technology. We are amortizing these intangible assets on a straight-line basis over their estimated useful lives of 5 to 20 years.

Customer Relationships:  The customer relationships asset relates to the ability to sell existing and future versions of products to existing customers and has been estimated using the income method. We valued customer relationships utilizing a DCF model and discount rates ranging from 14% to 20%. We are amortizing these intangible assets on a straight-line basis over their estimated useful lives of 3 to 15 years.

Distributor Relationships:  The distributor relationships asset relates to the ability to sell existing and future versions of products to existing distributors and has been estimated using the income method. We valued customer relationships utilizing a DCF model and discount rates ranging from 14% to 20%. We are amortizing these intangible assets on a straight-line basis over their estimated useful life of three years.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Order Backlog:  The order backlog asset represents the value of the sales and marketing costs required to establish the order backlog and was valued using the income method. We valued order backlog utilizing the DCF model and discount rates ranging from 11% to 15%. These orders were delivered and billed within three to six months of the Acquisition. Consequently, the order backlog was fully amortized as of July 31, 2006.

Goodwill

Goodwill represents the excess of the purchase price over the fair value of the net tangible and intangible assets acquired. In accordance with SFAS No. 142, goodwill resulting from business combinations is not amortized but instead is tested for impairment at least annually (more frequently if certain indicators are present). In the event that management determines that the value of goodwill has become impaired, we will incur an accounting charge for the amount of impairment during the fiscal quarter in which the determination is made (See Note 6. “Goodwill”).

The following table summarizes the unaudited pro forma financial information, assuming the Acquisition had occurred at the beginning of the period presented, after giving effect to certain purchase accounting adjustments:

	Nine Months Ended			Year Ended
	July 31, 2006			October 31, 2005
	(unaudited)
	(In millions)
Pro forma net revenue	$	1,198		$	1,559
Proforma loss from continuing operations		(202	)		(268	)

These results are presented for illustrative purposes only and are not necessarily indicative of the actual operating results that would have occurred if the transactions had been consummated on November 1, 2005.

4.   Transactions with Agilent

As a business segment within Agilent, Predecessor shared and operated under numerous agreements executed by Agilent with third parties, including but not limited to purchasing, manufacturing, supply, and distribution agreements; use of facilities owned, leased, and managed by Agilent; and software, technology and other intellectual property agreements. In conjunction with the Acquisition, Agilent cooperated with us to novate, convey, transfer, assign or sublease certain specific agreements to us.

Allocated costs included in the accompanying Predecessor statement of operations are as follows:

	Predecessor
	Year Ended					Nine Months			One Month
	October 31,					Ended			Ended
	2004			2005		July 31, 2005			November 30, 2005
	(In millions)
Cost of products sold	$	82		$	80	$	58		$	8
Research and development		71			80		58			8
Selling, general and administrative		146			146		106			15
Other income, net		(4	)		—		(1	)		—
Total allocated costs	$	295		$	306	$	221		$	31

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Predecessor Accounting

Predecessor derived revenue from the sales of products to other Agilent businesses of $7 million, $6 million and $1 million for the years ended October 31, 2004 and 2005 and the one month ended November 30, 2005, respectively. The revenue was recorded using a cost plus methodology and may not necessarily represent a price an unrelated third party would pay.

Predecessor purchased materials from other Agilent businesses of $9 million, $10 million, $8 million and $1 million for the years ended October 31, 2004 and 2005, the nine months ended July 31, 2005 and the one month ended November 30, 2005, respectively. All purchases were at cost and were recorded in cost of products or inventory for the respective periods.

Allocated Costs

The Predecessor statement of operations includes direct expenses for cost of products sold, research and development, sales and marketing, distribution, and administration as well as allocations of expenses arising from shared services and infrastructure provided by Agilent. These allocated expenses include costs of centralized research and development, legal and accounting services, employee benefits, real estate and facilities, corporate advertising, insurance services, information technology, treasury and other corporate and infrastructure services. These expenses were allocated using estimates that Predecessor considered to be a reasonable reflection of the utilization of services provided to or benefits received by Predecessor relative to Agilent’s total costs. The allocation methods include headcount, square footage, actual consumption and usage of services, adjusted invested capital and others.

5.   Balance Sheet Components

Inventory

Inventory consists of the following (in millions):

	Predecessor		Company
	October 31,		July 31,
	2005		2006
Finished goods	$	51	$	38
Work in progress		48		122
Raw materials		79		18
Total inventory	$	178	$	178

Other Current Assets

Other current assets consist of the following (in millions):

	Predecessor		Company
	October 31,		July 31,
	2005		2006
Non-U.S. transaction tax receivable	$	12	$	3
Prepayments		15		20
Other		11		31
Total other current assets	$	38	$	54

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Property, Plant and Equipment, Net

Property, plant and equipment, net consist of the following (in millions):

	Predecessor			Company
	October 31,			July 31,
	2005			2006
Land	$	1		$	12
Buildings and leasehold improvements		226			164
Machinery and equipment		921			313
Total property, plant and equipment		1,148			489
Accumulated depreciation and amortization		(885	)		(56	)
Total property, plant and equipment	$	263		$	433

Depreciation expense was $67 million, $57 million, $42 million, $5 million and $56 million for the years ended October 31, 2004 and 2005, the nine months ended July 31, 2005, the one month ended November 30, 2005 and the nine months ended July 31, 2006, respectively.

As of July 31, 2006, we had $6 million of assets under capital leases, net of accumulated amortization of $1 million.

Other Current Liabilities

Other current liabilities consist of the following (in millions):

	Predecessor		Company
	October 31,		July 31,
	2005		2006
Deferred revenue	$	1	$	6
Camera Module accrual at sale (see Note 16, “Sale of Camera Module Business”)		5		2
Restructuring		1		2
Supplier liabilities		2		—
Due to Parent		—		11
Other		3		8
Total other current liabilities	$	12	$	29

Warranty

We accrue for the estimated costs of product warranties at the time revenue is recognized. Product warranty costs are estimated based upon our historical experience and specific identification of the products requirements, which may fluctuate based on product mix.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The following table presents changes in the warranty accrual included in our balance sheets (in millions):

	Predecessor			Company
	Year Ended			Nine Months Ended
	October 31, 2005			July 31, 2006
Beginning balance	$	2		$	2
Payments		(27	)		(12	)
Charged to cost of products sold		27			11
Ending balance	$	2		$	1

6.   Goodwill

The following table summarizes changes in goodwill (in millions):

Predecessor
Balance as of October 31, 2004	$	98
Foreign currency translation impact		(7	)
Goodwill arising from acquisitions		5
Adjustments to goodwill		(1	)
Balance at October 31, 2005		95
Adjustments to goodwill		—
Balance at November 30, 2005	$	95
Company
Balance as of October 31, 2005	$	—
2006 acquisitions:
Semiconductor Products Group (Note 3. “The Acquisition”)		348
2006 divestitures:
Storage Business (Note 17. “Discontinued Operations”)		(155	)
Printer ASICs Business (Note 17. “Discontinued Operations”)		(77	)
Balance as of July 31, 2006	$	116

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

7.   Intangible Assets

The components of amortizable purchased intangibles as of October 31, 2005 and July 31, 2006 are shown in the table below:

	Gross Carrying		Accumulated
	Amount		Amortization			Net Book Value
	(In millions)
Predecessor
As of October 31, 2005:
Purchased technology	$	10	$	(8	)	$	2
Customer relationships		1		—			1
Total	$	11	$	(8	)	$	3
Company
As of July 31, 2006:
Purchased technology	$	796	$	(41	)	$	755
Customer and distributor relationships		266		(24	)		242
Order backlog		31		(31	)		—
Other		2		(1	)		1
Total	$	1,095	$	(97	)	$	998

Other intangible assets as of October 31, 2005 are included in other long-term assets in the Predecessor balance sheet.

Amortization of intangible assets included in continuing operations was $3 million, $2 million, $2 million, $0, and $97 million for the for the years ended October 31, 2004 and 2005, the nine months ended July 31, 2005, the one month ended November 30, 2005 and the nine months ended July 31, 2006.

Based on the amount of intangible assets subject to amortization at July 31, 2006, the expected amortization expense for each of the next five fiscal years and thereafter is as follows:

Fiscal Year	Amount
	(In millions)
2006 (remaining 3 months)	$	25
2007		98
2008		91
2009		82
2010		82
2011		80
Thereafter		540
	$	998

The weighted average amortization periods remaining by intangible asset category at July 31, 2006 were as follows:

	Years
Amortizable intangible assets:
Purchased technology		13.2
Customer and distributor relationships		10.5

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

8.   Retirement Plans and Post-retirement Benefits

Company

Assumed Plans.  Under the Asset Purchase Agreement with Agilent, the only defined benefit plans we were required to assume were for certain employees located in Taiwan, Korea and Germany. Generally, for each defined benefit plan we assumed, Agilent was required to transfer assets equal to the aggregate Accumulated Benefit Obligation, or ABO, of such plan on the date of Acquisition. We did not assume any other Agilent plans. These plans cover approximately 5% of our total employees.

401(k) defined contribution plan.  Our U.S. eligible employees participate in the Avago Technologies U.S. Inc. 401(k) Plan (the “401(k) Plan”). Enrollment in the 401(k) Plan is automatic for employees who meet eligibility requirements unless they decline participation. Under the 401(k) Plan, we provide matching contributions to employees up to a maximum of 4% of an employee’s annual eligible compensation. The maximum contribution to the 401(k) Plan is 50% of an employee’s annual eligible compensation, subject to regulatory and plan limitations. The 401(k) Plan expense is included in the corporate employee overhead rate allocation.

U.S. Post-Retirement Medical Benefit Plans.  Substantially all U.S. employees who meet retirement eligibility requirements as of their termination dates and who did not elect to receive retiree medical benefits from Agilent may receive post-retirement medical benefits under our retiree medical account program. Under our retiree medical account program, eligible retirees are allocated a spending account of either $40,000 or $55,000, depending on the retiree’s age as of January 1, 2005, from which the retiree can receive reimbursement for premiums paid for supplemental Medicare coverage through age 65. Certain U.S. employees who were age 50 or over on January 1, 2005 but did not satisfy Agilent’s eligibility requirements for its traditional retiree medical plan when they terminated employment with Agilent pursuant to the Acquisition may be eligible for our traditional retiree medical plan upon meeting certain eligibility requirements. Once participating in the traditional retiree medical plan, retirees are reimbursed for health insurance premiums and provided with access to group health insurance plans until age 65 with individual contributions determined based on the type of coverage chosen and the retiree’s combined length of service with us, Agilent and Hewlett-Packard. At Acquisition date, the actuarial obligation for retiree medical benefits was approximately $20 million, which was recorded in purchase accounting.

Non-U.S. Retirement Benefit Plans.  In addition to the defined benefit plan for certain employees in Taiwan, Korea, Japan, Italy and Germany, other eligible employees outside of the U.S. receive retirement benefits under various defined contribution retirement plans. Eligibility is generally determined based on the terms of our plans and local statutory requirements.

The net pension plan costs of our non-U.S defined benefit plans and post-retirement medical plan costs for the nine months ended July 31, 2006 were $1 million and $1 million, respectively.

An actuarial valuation of our plans will be performed in the fourth quarter of fiscal 2006, as the measurement date for those plans will occur then.

Predecessor

General.  Substantially all of Predecessor’s employees were covered under various defined benefit and/or defined contribution plans. Additionally, the Predecessor sponsored post-retirement health care benefit plans for Predecessor’s eligible U.S. employees.

U.S. Retirement-related Plans.  Predecessor provided U.S. employees who met eligibility criteria under the retirement and deferred profit-sharing plans, which were generally based on an employee’s highest five consecutive years’ average pay during the years of employment and on length of service.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

401(k) defined contribution plan.  Predecessor’s U.S. eligible employees participated in Agilent’s 401(k) Plan (the “Predecessor’s 401(k) Plan”). Under the Predecessor’s 401(k) Plan, Predecessor provided matching contributions to employees up to a maximum of 4% of an employee’s annual eligible compensation. The Predecessor’s 401(k) Plan expense is included in the corporate employee overhead rate allocation for Predecessor and not separately identifiable.

Post-retirement benefit plans.  U.S. employees who met retirement eligibility requirements as of their termination dates may have participated in Agilent’s Non-Medicare Medical or Medicare Medical Plans (the “Post-retirement Medical Plans”) under Agilent’s traditional retiree medical plan.

Medicare Prescription Drug, Improvement and Modernization Act of 2003.  In December 2003, the Medicare Prescription Drug, Improvement and Modernization Act of 2003 (the “Act”) was passed which expands Medicare to include an outpatient prescription drug benefit beginning in 2006. In May 2004, the FASB issued FSP 106-2, Accounting and Disclosure Requirements Related to the Medicare Prescription Drug, Improvement and Modernization Act of 2003, which provides guidance on how companies should account for the impact of the Act on its postretirement healthcare plans. Beginning in 2006, the federal government will provide a non-taxable subsidy to employers that sponsor prescription drug benefits to retirees that are “actuarially equivalent” to Medicare Part D benefits. Agilent has determined that the prescription drug benefits offered under the plans qualify for this subsidy. Effective in fourth quarter 2004, assuming that Agilent would continue to offer these benefits, Agilent has reflected the expected subsidy according to the guidance in FSP 106-2 prospectively in Agilent’s financial statements. The adoption of FSP 106-2 had no material impact on accumulated postretirement benefit obligation or net plan costs.

Non-U.S. Retirement Benefit Plans.  Eligible Predecessor employees outside the U.S. generally received retirement benefits under various retirement plans based upon factors such as years of service and employee compensation levels. Eligibility was generally determined in accordance with local statutory requirements.

For the years ended October 31, 2004 and 2005, the nine months ended July 31, 2005 and the one month ended November 30, 2005, the net pension costs of non-U.S. defined benefit plans transferred to Avago were $1 million, $1 million, $1 million and $0 million, respectively.

Funded status.  As of October 31, 2005, the funded status of the non-U.S. defined benefit plans was:

	Predecessor
	Non-U.S Defined Benefit Plans
	Year Ended
	October 31, 2005
	(In millions)
Change in fair value of plan assets:
Fair value — beginning of period	$	9
Actual return on plan assets		1
Employer contributions		—
Participants’ contributions		—
Benefits paid		—
Currency impact		—
Fair value — end of period	$	10

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

	Predecessor
	Non-U.S Defined Benefit Plans
	Year Ended
	October 31, 2005
	(In millions)
Change in benefit obligation:
Projected Benefit obligation — beginning of period	$	10
Service cost		1
Interest cost		1
Participants’ contributions		—
Plan amendment		—
Actuarial loss		0
Benefits paid		0
Currency impact		0
Projected Benefit obligation — end of period	$	12
Plan assets less than benefit obligation	$	(2	)
Unrecognized net actuarial loss		1
Unrecognized net transition obligation		—
Net accrued costs	$	(1	)
Amounts recognized in the balance sheet as of October 31, 2005 consist of:
Prepaid defined benefit plan costs	$	0
Accrued defined benefit plan costs		(2	)
Deferred tax asset		0
Accumulated other comprehensive income		1
Net accrued costs	$	(1	)

As of October 31, 2005, the non-U.S. defined benefit plans transferred, in aggregate, had projected benefit obligations (“PBO”) that were in excess of the fair value of the plan assets. The amounts of the obligations and assets for the plans were:

	Predecessor
	October 31, 2005
	(In millions)
Aggregate accumulated benefit obligation (“ABO”)	$	9
Aggregate projected benefit obligation (“PBO”)		12
Aggregate fair value of plan assets		10

Assumptions.  The assumptions used to determine the benefit obligations and expense for Predecessor’s defined benefit and post-retirement benefit plans are presented in the table below. The expected long-term return on assets below represents an estimate of long-term returns on investment portfolios consisting of a mixture of equities, fixed income and alternative investments in proportion to the asset allocations of each of the plans. Predecessor considered long-term rates of return, which are weighted based, on the asset classes (both historical and forecasted) in which Predecessor expected its pension and post-retirement funds to be invested. Discount rates reflect the current rate at which pension and post-retirement obligations could be settled based on the measurement dates of the plans (October 31). Both U.S. and non-U.S. rates are generally

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AVAGO TECHNOLOGIES FINANCE PTE. LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

based on published rates for high-quality corporate bonds. The range of assumptions that are used for non-U.S. defined benefit plans reflects the different economic environments within various countries.

	Predecessor
	Year Ended
	October 31, 2005
Non-U.S. defined benefit plans:
Discount rate		2.25-6.0%
Average increase in compensation levels		0-5.0%
Expected long-term return on assets		4.75-7.0%
U.S. post-retirement benefits plans:
Discount rate		5.75%
Expected long-term return on assets		8.50%
Current medical cost trend rate		10.00%
Ultimate medical cost trend rate		5.00%
Medical cost trend rate decreases to ultimate rate in year		2010

Assumptions used to calculate the benefit obligations and the resulting additional minimum pension liabilities were as follows:

	Predecessor
	October 31, 2005
Non-U.S. defined benefit plans:
Discount rate		5.50%
Average increase in compensation levels		3.25%
Expected long-term return on assets		6.75%

9.   Senior Credit Facilities and Borrowings

Our senior credit facilities and borrowings consist of the following (in millions):

	Company
	July 31, 2006
Senior credit facilities:
Term loan facility	$	—
Revolving credit facility		—
Notes:
101/8% senior notes due 2013	$	500
Senior floating rates notes due 2013		250
117/8% senior subordinated notes due 2015		250
Total long-term borrowings	$	1,000

Senior Credit Facilities

In connection with the Acquisition, we entered into a senior credit agreement with a syndicate of financial institutions. The senior secured credit facilities initially consisted of (i) a seven-year $725 million term loan facility and (ii) a six-year, $250 million revolving credit facility for general corporate purposes.

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AVAGO TECHNOLOGIES FINANCE PTE. LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The revolving credit facility includes borrowing capacity available for letters of credit and for borrowings on same-day or one-day notice referred to as swingline loans and is available to us and certain of our subsidiaries in U.S. dollars and other currencies. As of July 31, 2006, we have not borrowed under the revolving credit facility, although we had $11 million of letters of credits outstanding under the facility. The term loan credit facility was available for drawdown until April 30, 2006. We drew $475 million under our term loan facility to finance a portion of the Acquisition. On January 26, 2006, as permitted by our senior credit agreement and the indentures governing the outstanding notes, we drew the full $250 million under the delayed-draw portion of our term loan facility to retire all of our redeemable convertible preference shares. We used the net proceeds from the sale of our Storage Business and Printer ASICs Business to permanently repay borrowings under our term loan facility. As of July 31, 2006, the term loan facility had been permanently repaid. Costs of approximately $19 million incurred in relation to the term loan facility were initially capitalized as debt issuance costs, amortized over the expected term as additional interest expense and unamortized costs were written off in conjunction with the repayment of the term loan facility.

Interest Rate and Fees:  Borrowings under the senior credit agreement bear interest at a rate equal to an applicable margin plus, at our option, either (a) a base rate determined by reference to the higher of (1) the United States prime rate and (2) the federal funds rate plus 0.5% (or an equivalent base rate for loans originating outside the United States, to the extent available) or (b) a LIBOR rate (or the equivalent thereof in the relevant jurisdiction) determined by reference to the costs of funds for deposits in the currency of such borrowing for the interest period relevant to such borrowing adjusted for certain additional costs. The applicable margin for borrowings under the revolving credit facility is 1% with respect to base rate borrowings and 2% with respect to LIBOR borrowings. At July 31, 2006, the lender’s base rate was 8.25% and the one-month LIBOR rate was 5.39%. The applicable margin for borrowings under the revolving credit facility may be reduced subject to us maintaining certain leverage ratios.

We are required to pay a commitment fee to the lenders under the revolving credit facility with respect to any unutilized commitments thereunder. The commitment fee on the revolving credit facility is 0.375% per annum, which is subject to us maintaining certain leverage ratios. We must also pay customary letter of credit fees. The commitment fee is expensed as additional interest expense.

Maturity:  Principal amounts outstanding under the revolving credit facility are due and payable in full on December 1, 2011. As of July 31, 2006 we have not borrowed against the revolving credit facility, although we had $11 million of letters of credit outstanding under the facility.

Certain Covenants and Events of Default:  The senior credit agreement contains a number of covenants that, among other things, restrict, subject to certain exceptions, our ability to:

•  incur additional debt or issue certain preferred shares;

•  create liens on assets;

•  enter into sale-leaseback transactions;

•  engage in mergers or consolidations;

•  sell assets;

•  pay dividends and distributions, or repurchase our capital stock or make other restrictive payments;

•  make investments, loans or advances;

•  make capital expenditures;

•  repay subordinated indebtedness (including the senior subordinated notes);

•  make certain acquisitions;

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AVAGO TECHNOLOGIES FINANCE PTE. LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

•  amend material agreements governing our subordinated indebtedness (including the senior subordinated notes);

•  change our lines of business; and

•  change the status of Holdings as a passive holding company.

All obligations under the senior credit facilities, and the guarantees of those obligations, are secured by substantially all of our following assets and that of each guarantor, subject to certain exceptions:

•  a pledge of 100% of our capital stock and 100% of the capital stock of each of our material subsidiaries; and

•  a security interest in substantially all of our tangible and intangible assets and the tangible and intangible assets of each guarantor.

In addition, the senior credit agreement requires us to maintain a senior secured leverage ratio below a certain amount.

We were in compliance with all financial and non-financial covenants relating to the senior secured credit facilities as of July 31, 2006.

Senior Notes and Senior Subordinated Notes

In connection with the Acquisition, we completed a private placement of $1,000 million principal amount of unsecured debt consisting of (i) $500 million principal amount of 101/8% senior notes due December 1, 2013 (the “Senior Fixed Rate Notes”), (ii) $250 million principal amount of senior floating rate notes due June 1, 2013 (the “Senior Floating Rate Notes” and, together with the Senior Fixed Rate Notes, the “Senior Notes”), and (iii) $250 million principal amount of 117/8% senior subordinated notes due December 1, 2015 (the “Senior Subordinated Notes”). The Senior Notes and the Senior Subordinated Notes are collectively referred to as the “Notes.” We received proceeds of $966 million, net of $34 million of related transaction expenses. Such transaction expenses are deferred as debt issuance costs and are being amortized over the life of the loans as incremental interest expense.

Interest is payable on the Senior Fixed Rate Notes and the Senior Subordinated Notes on a semi-annual basis at a fixed rate of 10.125% and 11.875%, respectively, per annum. Interest is payable on the Senior Floating Rate Notes on a quarterly basis at a rate of three-month LIBOR plus 5.5%. The rate for the Senior Floating Rate Notes was 10.73% at July 31, 2006.

We may redeem all or any part of the Senior Floating Rate Notes (i) at any time prior to December 1, 2007 and the Senior Fixed Rate Notes at any time prior to December 1, 2009 at a redemption price equal to 100% of the principal amount of the notes redeemed plus a defined premium and accrued but unpaid interest through the redemption date, and (ii) on or after such dates at fixed redemption prices (expressed as percentages of the principal amount of the notes to be redeemed) set forth in the indenture governing the Senior Notes (the “Senior Notes Indenture”). The Senior Notes Indenture also provides certain limited optional redemption rights upon qualifying asset sales or equity offerings at a redemption price set forth in the Senior Notes Indenture that generally includes a premium. In addition, upon a change of control of the Company, we generally will be required to make an offer to redeem the Senior Notes from the holders at 101% of the principal amount plus accrued but unpaid interest through the redemption date.

The Senior Notes are unsecured and effectively subordinated to all of our existing and future secured debt (including obligations under our senior credit facilities), to the extent of the value of the assets securing such debt. Certain of our subsidiaries have guaranteed the obligations under the senior credit facilities, and have guaranteed the obligations under the Senior Notes on a senior unsecured basis.

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AVAGO TECHNOLOGIES FINANCE PTE. LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The Senior Notes Indenture limits our ability and the ability of our restricted subsidiaries: to incur additional indebtedness or issue certain preferred shares; to pay dividends on or make other distributions in respect of its capital stock or make other restricted payments; to make certain investments; to sell certain assets; to create liens on certain assets to secure debt; to enter into certain transactions with affiliates; and to consolidate, merge, sell or otherwise dispose of all or substantially all of our assets.

We may redeem all or any part of the Senior Subordinated Notes (i) at any time prior to December 1, 2010 at a redemption price equal to 100% of the principal amount of the notes redeemed plus a defined premium and accrued but unpaid interest through the redemption date, and (ii) on or after such dates at fixed redemption prices (expressed as percentages of the principal amount of the notes to be redeemed) set forth in the indenture governing the Senior Subordinated Notes (the “Senior Subordinated Notes Indenture”) plus accrued but unpaid interest through the redemption date. The Senior Subordinated Notes Indenture also provides certain limited optional redemption rights upon qualifying asset sales or equity offerings at a redemption price set forth in the Senior Note Indenture that generally includes a premium. In addition, upon a change of control of the Company, generally will be required to make an offer to redeem the Senior Subordinated Notes from the holders at 101% of the principal amount plus accrued but unpaid interest through the redemption date.

The Senior Subordinated Notes are unsecured and subordinated to all of our existing and future senior indebtedness, including our senior credit facilities and the Senior Notes. Certain of our subsidiaries have guaranteed the obligations under the senior credit facilities, and have guaranteed the obligations under the Senior Subordinated Notes on a senior subordinated unsecured basis.

The Senior Subordinated Notes Indenture limits our ability and the ability of our restricted subsidiaries to: incur additional indebtedness or issue certain preferred shares; to pay dividends on or make other distributions in respect of its capital stock or make other restricted payments; to make certain investments; to sell certain assets; to create liens on certain assets to secure debt; to enter into certain transactions with affiliates; and to consolidate, merge, sell or otherwise dispose of all or substantially all of our assets.

In conjunction with issuance of the Notes, we agreed to exchange the Notes for freely tradable notes with substantially identical terms that have been registered under the Securities Act of 1933, as amended. If we fail to consummate the exchange offer by November 25, 2006, the annual interest rate on the notes will increase by 0.25% for each subsequent 90-day period during which the registration default continues up to a maximum increase of 1.00% over the interest rate that would otherwise apply to the applicable notes.

Debt Issuance Costs

Unamortized debt issuance costs associated with the Notes and the secured senior credit facility were $38 million at July 31, 2006 and are included in other assets on the balance sheet. Amortization of debt issuance costs is classified as interest expense in the statement of operations.

Predecessor

The Predecessor had no borrowings during any period presented.

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AVAGO TECHNOLOGIES FINANCE PTE. LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

10.   Fair Value of Financial Instruments

The following table presents the carrying amounts and fair values of financial instruments as of July 31, 2006:

	Company
	July 31, 2006
	Carrying		Fair
	Value		Value
	(In millions)
Variable rate debt	$	250	$	262
Fixed rate debt		750		791

The fair values of cash and cash equivalents, trade accounts receivable, accounts payable and accrued liabilities, to the extent the underlying liability will be settled in cash, approximating carrying values because of the short-term nature of these instruments. The fair value of our long-term debt is based on quoted market rates.

11.   Shareholder’s Equity

Company

Effective January 30, 2006, the Singapore Companies Act was amended to, among other things, allow Singapore companies to repurchase outstanding ordinary shares subject to certain requirements and eliminate the concepts of par value, additional paid-in capital and authorized share capital. As a result of the Companies Act amendments, effective January 30, 2006, our outstanding shares have no par value, and we have combined the par value of our ordinary shares together with additional paid-in-capital into one ordinary shares account for all periods presented.

Ordinary and Redeemable Convertible Preference Shares

In December 2005, we issued 209,840,061 ordinary shares for proceeds of $1,049 million and 250,000 shares of redeemable convertible cumulative preference shares (“preference shares”) for $250 million. In January 2006, we redeemed 248,853 shares of preference shares for cash and the remaining balance was converted into 229,400 ordinary shares. A pro-rata 3% dividend was paid on the shares redeemed in accordance with the terms of the preference shares.

Share Option Plans

Effective December 1, 2005, Parent adopted two equity-based compensation plans, the Equity Incentive Plan for Executive Employees of Avago Technologies Limited and Subsidiaries (the “Executive Plan”) and the Equity Incentive Plan for Senior Management Employees of Avago Technologies Limited and Subsidiaries (the “Senior Management Plan” and together with the Executive Plan, the “Equity Incentive Plans”), which have been amended, to authorize the grant of options and share purchase rights covering up to 30 million ordinary shares of Parent.

Under the Executive Plan, options generally vest at a rate of 20% per year based on the passage of time and attaining certain performance criteria, in each case subject to continued employment. Those options subject to vesting based on the passage of time may accelerate by one year upon certain terminations of employment. Under the Senior Management Plan, options generally vest at a rate of 20% per year based on the passage of time and continued employment.

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AVAGO TECHNOLOGIES FINANCE PTE. LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Under the Equity Incentive Plans, options generally expire ten years following the date of grant unless granted to a non-employee, in which case the options generally expire five years following the date of grant and are granted at a price equal to the fair market value.

A summary of option activity follows (in millions, except per-share amounts).

	Options Outstanding
	Options						Weighted-Average
	Available for			Number			Exercise Price
	Grant			Outstanding			Per Share
Balance as of October 31, 2005		—			—		$	—
Shares authorized		30			—			—
Issues as part of the Acquisition (see Note 3. ‘‘The Acquisition”)		(1	)		1			1.25
Granted		(17	)		17			5.00
Cancelled		1			(1	)		4.93
Balance as of July 31, 2006		13			17			4.76

The following table summarizes significant ranges of outstanding and exercisable options as of July 31, 2006 (in millions, except per share amounts):

	Options Outstanding
			Weighted-		Weighted-		Options Exercisable
			Average		Average				Weighted-
			Remaining		Exercise				Average
	Number		Contractual		Price Per		Number		Exercise Price
Exercise Prices	Outstanding		Life (in years)		Share		Exercisable		Per Share
$1.25		1		6.44	$	1.25		1	$	1.25
$5.00		16		9.44		5.00		—		—
Total		17		9.25		4.76		1		1.25

We account for awards to employees which vest based on the passage of time using the intrinsic value method of accounting in accordance with APB No. 25 and related interpretations. Under the intrinsic value method, generally, we record compensation expense related to share options based on the difference, if any, on the date of grant between the fair market value of our shares and the amount an employee must pay to acquire the shares. Options that vest based on performance are subject to variable accounting.

In the nine months ended July 31, 2006 we recorded aggregate compensation expense of $2 million relating to options granted to employees that vest based on performance and options granted to non-employees.

12.   Restructuring and Asset Impairment

Company

During the nine months ended July 31, 2006, we initiated a new restructuring plan to reduce our workforce by approximately 70 employees related to certain product line rationalizations. In addition, we continued to incur charges related to the Predecessor restructuring plans assumed by us as part of the Acquisition. Total charges incurred during this period were $4 million, $1 million of which were recorded under cost of products sold and the remainder of which were recorded under research and development. As of July 31, 2006, we have paid $2 million in cash in conjunction with the new restructuring plan, and the remaining $2 million was included in other current liabilities. We expect to substantially complete these Predecessor and Successor restructuring plans by the end of fiscal 2006.

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AVAGO TECHNOLOGIES FINANCE PTE. LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Predecessor

Agilent has had several restructuring plans that have affected SPG, These plans were designed to reduce costs and expenses in order to return Agilent to profitability. The three main components of these plans were workforce reductions, consolidation of excess facilities and evaluating and restructuring property, plant, and equipment, which included recording the impairment of some assets.

Overall, Agilent reduced SPG’s workforce through attrition and involuntary terminations. Agilent also consolidated excess facilities resulting in charges for lease termination fees and losses anticipated from sub-lease agreements. In addition, Agilent closed production, research and development and support and sales facilities in the United States, the United Kingdom and other countries. As a result of these site closures, significant asset impairment charges were incurred.

The discussion below summarizes the actions taken in fiscal 2004 and 2005.

During the second half of 2004, Agilent initiated actions to resize its Fort Collins production facility to reflect the shift of volume to an external foundry related to the camera module divestiture; to reduce its overall cost structure; and to move its facilities to lower cost regions. Predecessor incurred approximately $16 million in work force management charges and $6 million for asset impairment related to these actions in fiscal 2004. Additional costs allocated to us by Predecessor were approximately $14 million (approximately $7 million for work force management and $7 million for asset impairment and consolidation of excess facilities — see additional description below).

In the first half of 2005, Predecessor continued to incur charges related to the actions that were taken to scale back the Fort Collins facility. In the second half of 2005, Predecessor shut down its existing research and development site at the Ipswich facility and the San Jose production facility in order to continue to reduce our overall cost structure. Predecessor incurred approximately $7 million in work force management charges and $2 million for asset impairment charges related to these actions for the year ended October 31, 2005. Total additional costs allocated to Predecessor by Agilent were approximately $7 million for work force management and $4 million for asset impairment and consolidation of excess facilities — see additional description below.

A summary of the restructuring activity (including restructuring costs allocated by Agilent) by period is shown below:

	Predecessor
					Nine Months		One Month
	Year Ended October 31,				Ended		Ended
	2004		2005		July 31, 2005		November 30, 2005
	(In millions)
Workforce management	$	23	$	14	$	6	$	1
Asset impairment		7		3		2		—
Consolidation of facilities		6		3		3		—
Total restructuring and asset impairment charges	$	36	$	20	$	11	$	1

With respect to the charges for asset impairment and consolidation of facilities, Predecessor had no accrued balances at the end of the respective reporting periods. Predecessor did have accrued liabilities for

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AVAGO TECHNOLOGIES FINANCE PTE. LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

workforce management restructuring costs and a summary of the activity and accrued balances for the periods presented are shown in the table below:

	Predecessor
	Workforce
	Management
	(In millions)
Balance as of October 31, 2004	$	3
Total charge		7
Cash payments		(9	)
Balance as of October 31, 2005		1
Total charge		1
Cash payments		(2	)
Balance as of November 30, 2005	$	—

A summary of the statement of operations impact of the charges resulting from all Predecessor restructuring plans is shown below.

	Predecessor
					Nine Months		One Month
	Year Ended October 31,				Ended		Ended
	2004		2005		July 31, 2005		November 30, 2005
	(In millions)
Cost of products	$	10	$	4	$	3	$	—
Research and development		7		7		5		—
Selling, general and administrative		19		9		3		1
Total restructuring and asset impairment charges	$	36	$	20	$	11	$	1

As described above, in addition to the actions that directly impacted Predecessor, Agilent allocated certain restructuring costs to Predecessor for their actions to reduce their costs associated with its support services such as finance, information technology, and workplace services. These cost reductions were achieved by moving global shared services operations sites to lower cost regions, reducing the number of properties, particularly sales and administrative sites, and by reducing their workforce through involuntary terminations and selected outsourcing of manufacturing and administrative functions. Portions of these costs were allocated to Predecessor by Agilent and are included in the Predecessor financial statements. The costs were paid directly by Agilent so they are not included in Predecessor’s accrued liability for restructuring.

The restructuring costs allocated to Predecessor by Agilent that are included in the table above are shown separately below:

	Predecessor
	Year Ended				Nine Months		One Month
	October 31,				Ended		Ended
	2004		2005		July 31, 2005		November 30, 2005
	(In millions)
Cost of products sold	$	3	$	—	$	—	$	—
Research and development		1		4		2		—
Selling, general and administrative		10		7		1		—
Total restructuring and asset impairment charges	$	14	$	11	$	3	$	—

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AVAGO TECHNOLOGIES FINANCE PTE. LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

13.   Income Taxes

Predecessor

Our Predecessor operating results have historically been included in Agilent’s consolidated U.S. federal and state income tax returns and non-U.S. jurisdiction tax returns. Provision for income taxes in the financial statements have been determined on a separate return basis. Predecessor is required to assess the realization of its net deferred tax assets and the need for a valuation allowance on a separate return basis, and exclude from that assessment any utilization of those losses by Agilent. This assessment requires that Predecessor’s management make judgments about benefits that could be realized from future taxable income, as well as other positive and negative factors influencing the realization of deferred tax assets. Due to the cumulative losses incurred in the U.S. and certain non-U.S. locations, Predecessor recorded a valuation allowance against any deferred assets in these jurisdictions as of October 31, 2005. All tax return attributes Predecessor generated, as calculated on a separate return methodology not used by Agilent historically, were retained by Agilent.

Company

Due to the fact that Parent and its material operating subsidiaries are organized under the laws of Singapore, domestic operations for us reflect the results of operations based in Singapore. Domestic operations for Predecessor reflect the results of operations based in the United States.

Components of Income Before Taxes from Continuing Operations

For financial reporting purposes, “Income (loss) from continuing operations before income taxes” included the following components (in millions):

	Predecessor												Company
							Nine Months			One Month			Nine Months
	Year Ended October 31,						Ended			Ended			Ended
	2004			2005			July 31, 2005			November 30, 2005			July 31, 2006
Domestic loss	$	(330	)	$	(287	)	$	(228	)	$	(17	)	$	(155	)
Foreign income (loss)		411			342			273			(6	)		(3	)
Income (loss) from continuing operations before income taxes:	$	81		$	55		$	45		$	(23	)	$	(158	)

Components of Provision for Income Taxes

  Predecessor

Agilent had negotiated tax holidays on earnings in certain foreign jurisdictions in which Predecessor operated which expire in various fiscal years beginning in 2008. The tax holidays provide lower rates of taxation on certain classes of income and are conditional upon Agilent meeting certain employment and investment thresholds.

Income taxes payable at October 31, 2005 were $83 million. This amount is included within income taxes payable and represents amounts that had not been settled through the Agilent invested equity account at the end of the period.

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AVAGO TECHNOLOGIES FINANCE PTE. LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Company

We have negotiated tax holidays on earnings in Singapore and Malaysia which expire in various fiscal years beginning in 2010. The tax holidays provide lower rates of taxation on certain classes of income and are conditional upon our meeting certain employment and investment thresholds.

Significant components of the provision for income taxes from continuing operations are as follows (in millions):

	Predecessor									Company
						Nine Months		One Month		Nine Months
	Year Ended October 31,					Ended		Ended		Ended
	2004			2005		July 31, 2005		November 30, 2005		July 31, 2006
Current tax expense:
Domestic	$	—		$	17	$	—	$	—	$	3
Foreign		28			16		12		2		2
	$	28		$	33	$	12	$	2	$	5
Deferred tax expense (benefit)
Domestic	$	(3	)	$	—	$	—	$	—	$	—
Foreign		—			—		1		—		(2	)
	$	(3	)	$	—	$	1	$	—	$	(2	)
Total provision for income taxes	$	25		$	33	$	13	$	2	$	3

Rate Reconciliation

A reconciliation of the expected statutory tax rate (computed at the Predecessor’s U.S. statutory income tax rate of 35% and the Company’s Singapore statutory tax rate of 20%) to the actual tax rate on income from continuing operations is as follows:

	Predecessor								Company
	Year Ended				Nine Months		One Month		Nine Months
	October 31,				Ended		Ended		Ended
	2004		2005		July 31, 2005		November 30, 2005		July 31, 2006
Expected statutory tax rate		35.0%		35.0%		35.0%		(35.0)%		(20.0)%
Homeland Investment Act Dividend Repatriation		0.0		30.7		0.0		0.0		0.0
Foreign income taxed at different rates		(112.1)		(137.1)		(132.0)		14.9		1.1
Nondeductible goodwill		1.5		1.1		1.0		0.3		0.0
R&D credits		(3.4)		(4.5)		(4.0)		(1.3)		0.0
Tax Holidays and Concessions		0.0		0.0		0.0		0.0		20.6
Other, net		(6.1)		(4.6)		(4.0)		(1.6)		0.0
Valuation Allowance		115.6		139.0		132.0		30.2		0.0
Actual tax rate on income from continuing operations		30.5%		59.6%		28.0%		7.5%		1.7%

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AVAGO TECHNOLOGIES FINANCE PTE. LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Summary of Deferred Income taxes

Deferred income taxes reflect the net effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and their basis for income tax purposes and the tax effects of net operating losses and tax credit carry forwards. The significant components of deferred tax assets and deferred tax liabilities included on the balance sheets were as follows (in millions):

							Company
	Predecessor						Nine Months
	Year Ended October 31,						Ended
	2004			2005			July 31, 2006
Deferred income tax assets:
Inventory	$	1		$	—		$	—
Employee benefits, other than retirement		11			11			2
Net operating loss carryovers and credit carryovers		327			423			13
Depreciation and amortization		—			—			4
Other deferred income tax assets		3			4			—
Gross deferred tax assets	$	342		$	438		$	19
Less valuation allowance		(198	)		(293	)		(17	)
Deferred income tax assets	$	144		$	145		$	2
Deferred income tax liabilities
Depreciation and amortization	$	31		$	31		$	—
Foreign earnings not permanently reinvested		114			114			—
Other deferred income tax liability		—			—			1
Deferred income tax liabilities	$	145		$	145		$	1
Net deferred income tax asset (liability)	$	(1	)	$	—		$	1

The above net deferred income tax asset (liability) has been reflected in the accompanying balance sheets as follows (in millions):

							Company
	Predecessor						Nine Months
	Year Ended October 31,						Ended
	2004			2005			July 31, 2006
Non-current asset	$	144		$	145		$	2
Non-current liability		(145	)		(145	)		(1	)
Net non-current income tax asset (liability)	$	(1	)	$	—		$	1

As of July 31, 2006, we had Singapore net operating loss carryforwards of approximately $5 million available to offset concessionary income and foreign net operating loss carryforwards of $52 million. The Singapore net operating losses have no limitation on utilization. The foreign net operating loss carryforwards will expire by 2010.

We consider all operating income of foreign subsidiaries not to be permanently reinvested outside Singapore. We have provided $50,000 for foreign taxes that may result from future remittances of undistributed earnings of foreign subsidiaries, the cumulative amount of which is approximately $44 million as of July 31, 2006.

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AVAGO TECHNOLOGIES FINANCE PTE. LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

14.   Interest Expense

Interest expense of $114 million for the nine months ended July 31, 2006 consisted primarily of (i) interest expense of $93 million with respect to the Senior Notes, Senior Subordinated Notes, and previously outstanding debt under the senior secured credit facilities, all issued or incurred in connection with the Acquisition including commitment fees for expired credit facilities; and (ii) amortization of debt issuance costs of $21 million.

15.   Other Income, net

The following table presents the detail of other income, net:

	Predecessor										Company
	Year Ended					Nine Months			One Month		Nine Months
	October 31,					Ended			Ended		Ended
	2004		2005			July 31, 2005			November 30, 2005		July 31, 2006
	(In millions)										(In millions)
Other income	$	4	$	18		$	18			—	$	5
Interest income		—		—			—			—		4
Other expense		—		(11	)		(8	)		—		(1	)
Other income, net	$	4	$	7		$	10			—	$	8

Predecessor other income, net included a gain of $12 million on the sale of the Camera Module Division (See Note 16. “Sale of the Camera Module Business”), for both periods ended July 31, 2005 and October 31, 2005, and a charge of $4 million and $6 million for impairment of an investment in the nine months ended July 31, 2005 and year ended October 31, 2005, respectively.

16.   Sale of the Camera Module Business

On February 3, 2005, Predecessor completed the sale of the Camera Module Business to Flextronics International Ltd. (“Flextronics”) pursuant to an Asset Purchase Agreement dated October 27, 2004 as amended. Flextronics agreed to purchase the fixed assets, inventory and Intellectual Property (IP) and assume operating liabilities. Flextronics paid approximately $13 million upon closing and will pay an additional $12 million (in twelve equal quarterly installments) to be paid each fiscal quarter following the sale closing date, which was recorded as receivable by us as part of purchase accounting. In addition to the consideration above, if Camera Module Business future revenue thresholds specified in the Asset Purchase Agreement are met, Flextronics will pay up to an additional $13 million over a three-year period. For the year ended October 31, 2005, Predecessor recognized a gain of $12 million related to this sale which was recorded in other income, net.

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AVAGO TECHNOLOGIES FINANCE PTE. LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The following table shows the results of operations of Predecessor’s Camera Module Business for the years ended October 31, 2004 and 2005. Because the sale was on February 3, 2005, the results for the year ended October 31, 2005 includes operations for only one quarter. The table below includes direct expenses for costs of products sold, research and development, sales and marketing, distribution, and administration as well as allocations of expenses arising from shared services and infrastructure provided by Agilent to the Camera Module Business. The amounts allocated to the Camera Module Business by Agilent were $35 million, $6 million and $6 million for the years ended October 31, 2004 and 2005 and for the nine months ended July 31, 2005, respectively. In addition, also included are $18 million, $8 million and $8 million of charges for the years ended October 31, 2004 and 2005 and for the nine months ended July 31, 2005, respectively, for the write-down of inventory, goodwill adjustment and recording of other accruals related to the sale of this business.

	Predecessor
							Nine Months
	Year Ended October 31,						Ended
	2004			2005			July 31, 2005
	(In millions)
Net revenue	$	296		$	69		$	69
Costs of products sold		(316	)		(66	)		(66	)
Total operating expenses		(43	)		(10	)		(10	)
Operating loss	$	(63	)	$	(7	)	$	(7	)

Certain Camera Module Business resources and business expenses remained in Predecessor’s cost structure after the sale and have not been included in the table above. These resources and costs were redeployed within SPG and included resources and costs related to sales and marketing, general finance and administration and order management and logistics functions. These expenses were $10 million and $2 million for the years ended October 31, 2004 and 2005, respectively.

17.   Discontinued Operations

Storage Business

On October 28, 2005, we entered into a definitive agreement to sell our Storage Business to PMC-Sierra Inc. (“PMC”) subject to certain conditions, including our completion of the Acquisition from Agilent. This transaction closed on February 28, 2006, resulting in $420 million of net proceeds to us. The assets and liabilities of the Storage Business were classified as held for sale in accordance with SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets in the purchase price allocation (See Note 3. “The Acquisition”) and no gain or loss was recorded on the sale. In March 2006, we used the net proceeds from this sale to permanently repay a portion of the term loan facility described in Note 9, “ Senior Credit Facilities and Borrowings.”

The following table summarizes the results of operations of the Storage Business, included in discontinued operations in our consolidated statements of operations for the years ended October 31, 2004 and 2005,

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AVAGO TECHNOLOGIES FINANCE PTE. LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

the nine months ended July 31, 2005, the one month ended November 30, 2005 and the nine months ended July 31, 2006:

	Predecessor								Company
					Nine Months		One Month		Nine Months
	Year Ended October 31,				Ended		Ended		Ended
	2004		2005		July 31, 2005		November 30, 2005		July 31, 2006
	(In millions)
Net revenue	$	113	$	112	$	82	$	8	$	28
Costs, expenses and other income, net		101		102		68		6		19
Income from discontinued operations, net of taxes	$	12	$	10	$	14	$	2	$	9

The following table presents the Storage Business’s assets and liabilities that were sold:

	Company
	(In millions)
Assets:
Inventory	$	5
Property, plant and equipment, net		8
Other current assets		4
Goodwill and intangible assets, net		404
Total assets of discontinued operations		421
Liabilities:
Current liabilities		1
Net assets	$	420

Printer ASICs Business

On February 17, 2006, we entered into a definitive agreement to sell our Printer ASICs Business to Marvell International Technology Ltd. (“Marvell”). Our agreement with Marvell also provides for up to $35 million in additional performance-based payments by Marvell to us upon the achievement of certain revenue targets by the acquired business. This transaction closed on May 1, 2006 resulting in $245 million of net proceeds to us. There was no gain or loss on the sale as the fair value of the assets and liabilities was reflected in the purchase price allocation for the Acquisition. In May 2006, we used the net proceeds, together with other available cash, to permanently repay a portion of the term loan facility described in Note 9, “Senior Credit Facilities and Borrowings.”

The following table summarizes the results of operations of the Printer ASICs Business:

	Predecessor										Company
						Nine Months		One Month			Nine Months
	Year Ended October 31,					Ended		Ended			Ended
	2004		2005			July 31, 2005		November 30, 2005			July 31, 2006
	(In millions)
Net revenue	$	132	$	131		$	99	$	10		$	71
Costs, expenses and other income, net		127		132			99		11			68
Income from discontinued operations, net of taxes	$	5	$	(1	)	$	—	$	(1	)	$	3

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AVAGO TECHNOLOGIES FINANCE PTE. LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The following table presents the Printer ASICs Business’s assets and liabilities that were sold:

	Company
	(In millions)
Assets:
Inventory	$	17
Other current assets		10
Property, plant and equipment, net		15
Goodwill and intangible assets, net		207
Total assets of discontinued operations		249
Liabilities:
Current liabilities		4
Net assets	$	245

18.   Segment Information

SFAS No. 131, Disclosures about Segments of an Enterprise and Related Information (“SFAS No. 131”), establishes standards for the way public business enterprises report information about operating segments in annual consolidated financial statements and requires that those enterprises report selected information about operating segments in interim financial reports. SFAS No. 131 also establishes standards for related disclosures about products and services, geographic areas and major customers. We have aggregated our operating segments into one reportable segment based on the nature of our products. In aggregating our operating segments, we have considered the following factors: sales of semiconductors represents our only material source of revenue; substantially all products offered incorporate analog functionality and are manufactured under similar manufacturing processes; we use an integrated approach in developing our products in that discrete technologies developed are frequently integrated across many of our products; we use a common order fulfillment process and similar distribution approach for our products; and broad distributor networks are typically utilized while large accounts are serviced by a direct sales force. The Chief Executive Officer has been identified as the Chief Operating Decision Maker as defined by SFAS No. 131.

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AVAGO TECHNOLOGIES FINANCE PTE. LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The following table presents net revenue and long-lived asset information based on geographic region. Net revenue is based on the destination of the shipments and long-lived assets are based on the physical location of the assets (in millions):

	Malaysia and		United		Rest of the		Discontinued
	Singapore		States		World		Operations			Total
Company
Net revenue:
Nine months ended July 31, 2005:	$	757	$	236	$	80		—		$	1,073
Long-lived assets:
As of July 31, 2006		174		245		14		—			433
Predecessor
Net revenue:
One month ended November 30, 2005:		84		31		28		(18	)		125
Nine months ended July 31, 2005:		699		315		293		(181	)		1,126
Year ended October 31, 2005		952		462		388		(243	)		1,559
Year ended October 31, 2004		1,093		459		476		(245	)		1,783
Long-lived assets:
As of October 31, 2005		100		158		5		—			263

19.   Related-Party Transactions

In connection with the Acquisition, Parent and Avago Technologies International Sales Pte Limited entered into an Advisory Agreement with affiliates of Kohlberg Kravis Roberts & Co. (“KKR”) and Silver Lake Partners (“Silver Lake,” and together with KKR, the “Sponsors”) for ongoing consulting and management advisory services. Affiliates of the Sponsors, through their investments in Bali Investments S.àr.l., indirectly own over eighty percent of our shares. The Advisory Agreement requires us to pay each of the Sponsors a quarterly fee of $625,000, which is subject to a 5% increase each fiscal year during the agreement’s term. The Advisory Agreement has a 12-year term (See Note 20, “Commitments and Contingencies”). For the nine months ended July 31, 2006, we recorded $3.8 million of expenses in connection with the Advisory Agreement.

In connection with the closing of the Acquisition and the related financings (collectively known as the “Transactions”), we paid to each of the Sponsors an advisory fee of $18 million for services provided to us in evaluating, negotiating, documenting, financing and closing the Transactions. In addition, in connection with the closing of any subsequent change of control transaction, acquisition, disposition or divestiture, spin-off, split-off or financing completed during the term of the Advisory Agreement (or after, if contemplated during the term) in each case with an aggregate value in excess of $25 million, we will pay each of the Sponsors a fee of 0.5% based on the aggregate value of such transaction. For the Storage and Printer ASICs business sales (discussed in Note 17, “Discontinued Operations”), we paid the Sponsors each $3 million in advisory fees, which were charged to expense.

In connection with the Acquisition, we entered into a management consulting agreement for post-acquisition support activities with Capstone Consulting (“Capstone”), a consulting company affiliated with KKR. Under this agreement, we paid $1 million to Capstone during the nine months ended July 31, 2006. An affiliate of Capstone has been granted options to purchase 800,000 ordinary shares of Parent with an exercise price of $5 per share. One half of these options vests over four years, and the other half vests upon the achievement of certain company financial performance metrics defined in the Share Option Agreement, dated

F-38

AVAGO TECHNOLOGIES FINANCE PTE. LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

February 3, 2006. These options are subject to variable accounting and we recorded a $1 million charge for the nine months ended July 31, 2006 related to the issuance of these options.

Funds affiliated with Silver Lake are investors in Flextronics International Ltd., a Singapore limited company (“Flextronics”), and Mr. Marks, a director, was the Chief Executive Officer of Flextronics until December 2005, and remains chairman of the board of Flextronics. Mr. Davidson, a director, also serves as a director of Flextronics. Agilent sold its Camera Module Business to Flextronics in February 2005. In the ordinary course of business, we continue to sell sensors to Flextronics, which in the nine months ended July 31, 2006, accounted for $38 million of net revenue from continuing operations and the trade accounts receivable due from Flextronics as of July 31, 2006 was $5 million. Flextronics continues to pay the deferred purchase price in connection with its acquisition of the Camera Module Business at the rate of $1 million per quarter.

Pursuant to an Amended and Restated Shareholder Agreement dated as of February 3, 2006 among Parent and participants in the Investor Group and certain other persons, three representatives of each Sponsor serve on Parent’s Board of Directors. In April 2006, Parent granted each member of its Board of Directors, including these individuals, an option to purchase 50,000 ordinary shares of Parent, with an exercise price of $5 per share (the fair market value on the date of the grant as determined by Parent’s Board of Directors), a term of 5 years and vesting at a rate of 20% per year from December 1, 2005. In addition, we will pay these individuals $50,000 per year for service on Parent’s Board of Directors, quarterly in arrears and prorated for any partial quarter.

20.   Commitments and Contingencies

Commitments

Operating Lease Commitments.  We lease certain real property and equipment from Agilent and unrelated third parties under non-cancelable operating leases. Our future minimum lease payments under these leases at July 31, 2006 were $3 million for the remaining portion of 2006, $12 million for 2007, $10 million for 2008, $5 million for 2009, $4 million for 2010, $1 million for 2011, and $1 million thereafter.

Rent expense was $23 million, $19 million, $9 million, $2 million and $10 million for the years ended October 31, 2004 and 2005, the nine months ended July 31, 2005, the one month ended November 30, 2005 and the nine months ended July 31, 2006, respectively.

Capital Lease Commitments.  We lease a portion of our equipment from unrelated third parties under non-cancelable capital leases. Our future minimum lease payments under these leases at July 31, 2006 were $1 million for the remaining portion of 2006, $2 million for 2007, $2 million for 2008, $1 million for 2009, $1 million for 2010, and less than $1 million for 2011, and none thereafter.

Related Party Commitments.  In the event that the advisory agreement described in Note 19, “Related Party Transactions,” is terminated, KKR and Silver Lake will receive a lump sum payment equal to the present value of the annual advisory fees that would have been payable for the remainder of the term of the advisory agreement. The initial term of the advisory agreement is 12 years, and it extends annually for one year unless the advisory agreement is terminated through written notice by either party. Our future minimum advisory fees under the agreement at July 31, 2006 were $1 million for the remaining portion of 2006, $3 million for 2007, $3 million for 2008, $3 million for 2009, $3 million for 2010, $3 million for 2011, and $24 million thereafter.

Purchase Commitments.  At July 31, 2006, we had unconditional purchase obligations of $51 million. These unconditional purchase obligations include agreements to purchase goods or services that are enforceable and legally binding on us and that specify all significant terms, including fixed or minimum quantities to be purchased, fixed, minimum or variable price provisions and the approximate timing of the transaction. Purchase obligations exclude agreements that are cancelable without penalty. Our future unconditional purchase obligations at July 31, 2006 were $51 million for the remaining portion of 2006 and none thereafter.

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AVAGO TECHNOLOGIES FINANCE PTE. LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Other Contractual Commitments.  We entered into several agreements related to IT, human resources and financial infrastructure outsourcing and other services agreements. At July 31, 2006, our commitments under agreements were $39 million for the remaining portion of 2006, $37 million for 2007, $33 million for 2008, $31 million for 2009, $27 million for 2010, $25 million for 2011, and $91 million thereafter.

Long-Term Debt.  At July 31, 2006, we had debt obligations of $1 billion, none of which the principal is due before fiscal year 2013. Estimated future interest expense payments, related to debt obligations at July 31, 2006 were $27 million for the remaining portion of 2006, $109 million for 2007, $109 million for 2008, $109 million for 2009, $109 million for 2010, $109 million for 2011, and $272 million thereafter.

Contingencies

We are subject to certain routine legal proceedings, as well as demands, claims and threatened litigation, that arise in the normal course of our business, including assertions that we may be infringing patents or other intellectual property rights of others. We currently believe the ultimate amount of liability, if any, for any pending claims of any type (either alone or combined) will not materially affect our financial position, results of operations or cash flows. We also believe we would be able to obtain any necessary licenses or other rights to disputed intellectual property rights on commercially reasonable terms. However, the ultimate outcome of any litigation is uncertain and, regardless of outcome, litigation can have an adverse impact on us because of defense costs, negative publicity, timing of adverse resolutions, diversion of management resources and other factors. Our failure to obtain necessary license or other rights, or litigation arising out of intellectual property claims, could adversely affect our business.

Indemnifications to Hewlett-Packard

Agilent has given multiple indemnities to Hewlett-Packard Company in connection with its activities prior to its spin-off from Hewlett-Packard in June 1999 for the businesses that constituted Agilent prior to the spin-off. As the successor to the SPG business, we may acquire responsibility for indemnifications related to assigned intellectual property agreements. In our opinion, the fair value of these indemnifications is not material.

Other Indemnifications

As is customary in our industry and as provided for in local law in the U.S. and other jurisdictions, many of our standard contracts provide remedies to our customers and others with whom we enter into contracts, such as defense, settlement, or payment of judgment for intellectual property claims related to the use of our products. From time to time, we indemnify customers, as well as our suppliers, contractors, lessors, lessees, companies that purchase our businesses or assets and others with whom we enter into contracts, against combinations of loss, expense, or liability arising from various triggering events related to the sale and the use of our products, the use of their goods and services, the use of facilities and state of our owned facilities, the state of the assets and businesses that we sell and other matters covered by such contracts, usually up to a specified maximum amount. In addition, from time to time we also provide protection to these parties against claims related to undiscovered liabilities, additional product liability or environmental obligations. In our experience, claims made under such indemnifications are rare and the associated estimated fair value of the liability is not material.

21.   Predecessor Change in Accounting Policies

Stock-Based Compensation

Predecessor’s employees participated in Agilent’s stock-based compensation plans. Prior to November 1, 2005, Predecessor accounted for stock-based awards (based on Agilent’s stock) to employees using the

F-40

AVAGO TECHNOLOGIES FINANCE PTE. LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

intrinsic value method of accounting in accordance with APB No. 25 and related interpretations. In August 2005, Agilent’s Board of Directors approved the acceleration of vesting of the options of its employees transferred to Parent and Parent’s subsidiaries including us. The options became fully vested on December 1, 2005, the date that the transaction closed. In accordance with APB No. 25, Predecessor recorded a charge for the accelerated vesting of $8 million during the year ended October, 31, 2005.

Pro forma information.  Pro forma net income (loss) information, as required by SFAS No. 123 has been determined as if Predecessor had accounted for the employee stock options Agilent granted, including shares issuable to Predecessor’s employees under Agilent’s Employee Stock Purchase Plan (the “423(b) Plan”), Agilent Long-Term Performance Program (the “LTPP”) and the Option Exchange Program described below, under SFAS No. 123’s fair value method.

Had Predecessor recognized compensation expense using the fair value method as prescribed under the provisions of SFAS No. 123, Predecessor’s net income (loss) would have been as presented below:

	Predecessor
	Year Ended						Nine
	October 31,						Months Ended
	2004			2005			July 31, 2005
	(In millions)
Net income — as reported	$	73		$	31		$	46
APB 25 based compensation		—			8
SFAS No. 123 stock based compensation(1)		(41	)		(44	)		(25	)
Tax impact(2)		3			2			2
Net income (loss) — pro forma	$	35		$	(3	)	$	23

(1)	The pro forma results for the years ended October 31, 2004 and 2005 include approximately $11 million and $5 million, respectively, of compensation expense relating to Agilent’s Option Exchange Program (see below). The remainder of the expense for those periods related to options granted over the past five years.
(2)	Due to the valuation allowance provided on Predecessor’s net deferred tax assets as described in Note 13, “Income Taxes” Predecessor has not recorded any tax benefits attributable to pro forma stock option expenses for employees in the U.S. and certain non-U.S. jurisdictions in all periods presented.

On November 1, 2005, Predecessor adopted the provisions of SFAS No. 123(R) using the modified prospective transition method. As a result, stock based compensation of $4 million was recorded in Predecessor statement of operations for the one month ended November 30, 2005, and therefore pro forma disclosure in accordance with SFAS No. 123 was not applicable for this period.

F-41

AVAGO TECHNOLOGIES FINANCE PTE. LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The fair value of options granted prior to and post adoption of SFAS No. 123 (R) was estimated at grant date using a Black-Scholes option-pricing model with the following weighted-average assumptions:

	Predecessor
	Year Ended October 31,						Nine Months Ended			One Month Ended
	2004			2005			July 31, 2005			November 30, 2005
Risk-free interest rate for options		2.75-3.95	%		3.55	%		3.5	%		4.3	%
Risk-free interest rate for the 423(b) Plan		1.04-1.31	%		2.42	%		2.4	%		4.3	%
Dividend yield		0	%		0	%		0	%		0	%
Volatility for options(1)		53-64	%		39	%		39	%		29	%
Volatility for the 423(b) Plan(1)		36-61	%		37	%		37	%		30	%
Expected option life(2)		5.5 years			4 years			4 years			4.25 years
Expected life for the 423(b) Plan(2)		6 months – 1 yr.			6 months – 2 yrs.			6 months – 2 yrs.			6 months – 1 yr.

(1)

During 2004, Predecessor used historical volatility to estimate expected stock price volatility in the computation of stock-based compensation under the fair value method. During 2005, for Predecessor’s employee stock options, Predecessor used a 4-year period, of equally weighted historical volatility and market-based implied volatility for the computation of stock-based compensation. For the year ended October 31, 2005, for the 423(b) Plan, Predecessor used a market-based implied volatility of the same term as the expected life.

(2)

In 2005, Predecessor refined the assumption for expected option life to 4 years, from Predecessor’s previous estimate of 5.5 years. In determining the estimate, Predecessor considered several factors, including the expected lives used by a peer group of companies and the historical option exercise behavior of Predecessor’s employees.

SFAS No. 123 requires the use of highly subjective assumptions within option pricing models to determine the value of employee stock options. For purposes of pro forma disclosures, the estimated fair value of the options is amortized to expense based upon the accelerated vesting of the stock plans.

During fiscal 2004, Predecessor recorded $7.6 million of deferred stock-based compensation related to the exchange of stock options with employees of companies acquired during fiscal 2004 pursuant to the Agilent Option Exchange Program. Such deferred stock-based compensation is being amortized using an accelerated method over the remaining vesting periods of the options. No deferred stock-based compensation was recorded during fiscal 2005.

F-42

Avago Technologies Finance Pte. Ltd.

Offers to Exchange

$500,000,000 principal amount of its 101/8% Senior Notes due 2013, $250,000,000 principal amount of its Senior Floating Rate Notes 2013 and $250,000,000 principal amount of its 117/8% Senior Subordinated Notes due 2015, each of which has been registered under the Securities Act of 1933, for any and all of its outstanding 101/8% Senior Notes due 2013, Senior Floating Rate Notes due 2013 and 117/8% Senior Subordinated Notes due 2015, respectively.

Until the date that is 90 days from the date of this prospectus, all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters with respect to their unsold allotments or subscriptions.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20.   Indemnification of Directors and Officers.

(a) Avago Technologies Finance Pte. Ltd., Avago Technologies ECBU IP (Singapore) Pte. Ltd., Avago Technologies Enterprise IP (Singapore) Pte. Ltd., Avago Technologies Fiber IP (Singapore), Avago Technologies General IP (Singapore) Pte. Ltd., Avago Technologies International Sales Pte. Limited, Avago Technologies Manufacturing (Singapore) Pte. Ltd., Avago Technologies Sensor IP Pte. Ltd. and Avago Technologies Wireless IP (Singapore) Pte. Ltd. are each incorporated under the laws of the Republic of Singapore.

The Singapore Companies Act specifically provides that a company is allowed to:

•  purchase and maintain for any officer insurance against any liability which by law would otherwise attach to him in respect of any negligence, default, breach of duty or breach of trust of which he may be guilty in relation to the company; or

•  indemnify such officer or auditor against any liability incurred by him:

•  in defending any proceedings (whether civil or criminal) in which judgment is given in his favor or in which he is acquitted; or

•  in connection with any application under specified portions of the Singapore Companies Act.

In cases where a director is sued by the company, the Singapore Companies Act gives the court the power to relieve directors from the consequences of their negligence, default, breach of duty or breach of trust. However, this does not apply to excuse directors who have received the company’s property in breach of trust. In order for relief to be obtained, it must be shown that (i) the director acted reasonably and honestly; and (ii) having regard to all the circumstances of the case including those connected with his appointment, he ought fairly to be excused.

The articles of association of each of Avago Technologies Finance Pte. Ltd. and the subsidiary guarantors incorporated in the Republic of Singapore and listed above provide that subject to the provisions of the Singapore Companies Act, every director, secretary or other officer of our company and our subsidiaries and affiliates will be entitled to be indemnified by us against any costs, charges, losses, expenses and liabilities incurred by him in the execution and discharge of his duties or in relation thereto. No director, secretary or other officer of our company will be liable for the acts, receipts, neglects or defaults of any other director or officer or for joining in any receipt or other act for conformity or for any loss or expense happening to us through the insufficiency or deficiency of title to any property acquired by order of the directors for or on our behalf or for the insufficiency or deficiency of any security in or upon which any of our funds are invested or for any loss or damage arising from the bankruptcy, insolvency or tortious act of any person with whom any funds, securities or effects shall be deposited or left or for any other loss, damage or misfortune whatever which shall happen in the execution of the duties of his office or in relation thereto unless the same happen through his own negligence, willful default, breach of duty or breach of trust.

(b) Avago Technologies US Inc., Avago Technologies Wireless (U.S.A.) Manufacturing Inc., (Avago Technologies Wireless (U.S.A.) Inc.), Avago Technologies Sensor (U.S.A.) Inc. and Avago Technologies U.S. R&D Inc.) are each incorporated under the laws of Delaware.

Section 145 of the Delaware General Corporation Law (the “DGCL”) grants each corporation organized thereunder the power to indemnify any person who is or was a director, officer, employee or agent of a corporation or enterprise, against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, other than an action by or in the right of the corporation, by reason of being or having been in any such capacity, if he acted in good faith in a manner reasonably believed to be in, or not opposed to, the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.

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Section 102(b)(7) of the DGCL enables a corporation in its certificate of incorporation or an amendment thereto to eliminate or limit the personal liability of a director to the corporation or its stockholders of monetary damages for violations of the directors’ fiduciary duty of care, except (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, (iii) pursuant to Section 174 of the DGCL (providing for liability of directors for unlawful payment of dividends or unlawful stock purchases or redemptions) or (iv) for any transaction from which a director derived an improper personal benefit.

In accordance with these provisions, the articles of incorporation and/or the bylaws of each of Avago Technologies Finance Pte. Ltd.’s subsidiary co-issuers and guarantors incorporated in Delaware and listed above provide that no director of the company shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director except for liability (i) for any breach of the director’s duty of loyalty to the corporation or its stockholder, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL or (iv) for any transaction from which the director derived an improper personal benefit.

In addition, Avago maintains customary directors’ and officers’ liability insurance. Avago has or will enter into agreements to indemnify its directors, executive officers and certain other employees.

(c) Avago Technologies (Malaysia) Sdn. Bhd. is incorporated under the laws of Malaysia.

Under the Malaysian Companies Act 1965 and the articles of association of Avago Technologies (Malaysia) Sdn. Bhd., every director, managing director, agent, auditor, secretary and other officer of the company will be indemnified out of the assets of the company against any liability incurred by him in defending any proceedings, whether civil or criminal, in which judgment is given in his favor or in which he is acquitted or in connection with any application under the Malaysian Companies Act 1965 in which relief is granted to him by the court in respect of any negligence, default, breach of duty or breach of trust. Further, the Malaysian Companies Act 1965 further gives the court the power to relieve, inter alia, directors, officers, secretaries or other employees of a company from the consequences of their negligence, default, breach of duty or breach of trust, if he has acted honestly and reasonably, and that giving regard to all the circumstances of the case including those connected with his appointment, he ought fairly to be excused.

(d) Avago Technologies Canada Corporation is incorporated under the laws of Canada.

Under the Canada Business Corporations Act and the by-laws of Avago Technologies Canada Corporation, Avago Technologies Canada Corporation will indemnify, to the fullest extent permitted by the Canada Business Corporations Act, a director or officer of the company, a former director or officer of the company or another individual who acts or acted at the company’s request as a director or officer, or an individual acting in a similar capacity, of another entity, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by him in respect of any civil, criminal, administrative, investigative or other proceeding in which he is involved because of that association with the company or another entity, if he (a) acted honestly and in good faith with a view to the best interests of the company, or as the case may be, to the best interests of the other entity for which the individual acted as director or officer or in a similar capacity at the company’s request; and (b) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, he had reasonable grounds for believing that his conduct was lawful.

(e) Avago Technologies México, S. de R.L. de C.V. is incorporated under the laws of Mexico.

Under Mexican law, there are no statutory provisions that oblige or expressly permit Mexican limited liability companies, such as Avago Technologies México, S. de R.L. de C.V., to indemnify, or purchase insurance for, their directors or officers with regard to liabilities they could incur in performance of their duties. The Mexican Commercial Companies Act provides that, if determined by the equity holders, directors and officers of limited liability companies will post appropriate guarantees to secure payment of any liabilities in which they could incur in the performance of their duties. In practice, however, (i) no company requests its

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directors or officers to post any such guarantees, and (ii) some companies agree to indemnify their directors or officers through provisions in their by-laws or expressly when appointing them, and/or purchase officer liability insurance.

The by-laws of Avago Technologies México, S. de R.L. de C.V. (i) provide that no director or officer shall be required to post appropriate guarantees to secure payment of any liabilities derived from the performance of his or her duties, and (ii) do not contain any provision purported to post an obligation on the company to indemnify any of its directors or officers; however, Avago Technologies México, S. de R.L. de C.V. has expressly agreed to indemnify the secretary of the company and some attorneys-in-fact, at the time of their appointment, with regard to all liabilities in which they could incur in performance of their duties, provided that they act in good faith.

Item 21.   Exhibits and Financial Statement Schedules.

(a) Exhibits

2	.1	Asset Purchase Agreement, dated August 14, 2005, between Agilent Technologies, Inc. and Argos Acquisition Pte. Ltd. (incorporated herein by reference to the Exhibits filed with Agilent Technologies, Inc. Current Report on Form 8-K dated August 12, 2005 and filed August 15, 2005 (Commission File No. 001-15405)).
3	.1	Memorandum and Articles of Association of Avago Technologies (Malaysia) Sdn. Bhd. (formerly Jumbo Portfolio Sdn. Bhd.)
3	.2	Certificate and Articles of Incorporation of Avago Technologies Canada Corporation
3	.3	Bylaws of Avago Technologies Canada Corporation
3	.4	Memorandum and Articles of Association of Avago Technologies ECBU IP (Singapore) Pte. Ltd.
3	.5	Memorandum and Articles of Association of Avago Technologies Enterprise Holding (Labuan) Corporation
3	.6	Memorandum and Articles of Association of Avago Technologies Enterprise IP (Singapore) Pte. Ltd.
3	.7	Memorandum and Articles of Association of Avago Technologies Fiber Holding (Labuan) Corporation
3	.8	Memorandum and Articles of Association of Avago Technologies Fiber IP (Singapore) Pte. Ltd.
3	.9	Memorandum and Articles of Association of Avago Technologies Finance Pte. Ltd.
3	.10	Memorandum and Articles of Association of Avago Technologies General IP (Singapore) Pte. Ltd.
3	.11	Articles of Association of Avago Technologies GmbH
3	.12	Translation of Commercial Register record of Avago Technologies GmbH
3	.13	Translation of Deed of Incorporation of Argos Netherlands B.V.
3	.14	Translation of Amendment to the Articles of Incorporation of Avago Technologies Holdings B.V. (formerly Argos Netherlands B.V.), dated August 30, 2006
3	.15	Memorandum and Articles of Association of Avago Technologies Imaging Holding (Labuan) Corporation
3	.16	Memorandum and Articles of Association of Avago Technologies International Sales Pte. Limited (formerly Argos Sales (Singapore) Pte. Ltd.)
3	.17*	Incorporation Deed and Bylaws of Avago Technologies Italy S.r.l.
3	.18	Translation of Articles of Incorporation of Avago Technologies Japan, Ltd.
3	.19	Translation of Corporate Registry of Avago Technologies Japan, Ltd.
3	.20	Memorandum and Articles of Association of Avago Technologies Manufacturing Pte. Ltd.
3	.21	Public Instrument Containing the Incorporation of “Argos Operating Mexico,” Sociedad de Responsabilidad Limitada de Capital Variable
3	.22	Public Instrument Containing Change of the Corporate Name of “Argos Operating Mexico,” Sociedad de Responsabilidad Limitada de Capital Variable to “Avago Technologies Mexico,” Sociedad de Responsabilidad Limitada de Capital Variable and Amendment to the bylaws of “Avago Technologies Mexico,” Sociedad de Responsabilidad Limitada de Capital Variable
3	.23	Certificate of Incorporation of Avago Technologies Sensor (U.S.A.) Inc.

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3	.24	Bylaws of Avago Technologies Sensor (U.S.A.) Inc.
3	.25	Memorandum and Articles of Association of Avago Technologies Sensor IP Pte. Ltd.
3	.26	Memorandum and Articles of Association of Avago Technologies Storage Holding (Labuan) Corporation
3	.27	Translation of Deed of Incorporation of Argos Storage Netherlands B.V.
3	.28	Translation of Amendment to the Articles of Incorporation of Avago Technologies Storage Holdings B.V. (formerly Argos Storage Netherlands B.V.), dated October 13, 2005
3	.29	Certificate and Memorandum and Articles of Association Avago Technologies UK Limited
3	.30	Certificate of Incorporation of Argos Sales Company (Delaware) Inc.
3	.31	Certificate of Amendment of “Argos Sales Company (Delaware) Inc.” changing its name from “Argos Sales Company (Delaware) Inc.” to “Avago Technologies U.S. Inc.”
3	.32	Bylaws of Avago Technologies U.S. Inc. (formerly Argos Sales Company (Delaware), Inc.)
3	.33	Certificate of Incorporation of Argos Operating Company (Delaware) Inc.
3	.34	Certificate of Amendment of “Argos Operating Company (Delaware) Inc.” changing its name from “Argos Operating Company (Delaware) Inc.” to “Avago Technologies U.S. R&D Inc.”
3	.35	Bylaws of Avago Technologies U.S. R&D Inc. (formerly Argos Operating Company (Delaware) Inc.)
3	.36	Certificate of Incorporation of Avago Technologies Wireless (U.S.A.) Inc.
3	.37	Bylaws of Avago Technologies Wireless (U.S.A.) Inc.
3	.38	Certificate of Incorporation of Avago Technologies Wireless (U.S.A.) Manufacturing Inc.
3	.39	Bylaws of Avago Technologies Wireless (U.S.A.) Manufacturing Inc.
3	.40	Memorandum and Articles of Association of Avago Technologies Wireless Holding (Labuan) Corporation
3	.41	Translation of Deed of Incorporation of Argos Wireless Netherlands B.V.
3	.42	Translation of Amendment to the Articles of Incorporation of Avago Technologies Wireless Holdings B.V. (formerly Argos Wireless Netherlands B.V.), dated August 30, 2006
3	.43	Memorandum and Articles of Association of Avago Technologies Wireless IP (Singapore) Pte. Ltd.
4	.1	Indenture, dated December 1, 2005, among Avago Technologies Finance Pte. Ltd., Avago Technologies U.S. Inc., Avago Technologies Wireless (U.S.A.) Manufacturing Inc., Guarantors named therein and The Bank of New York, as Trustee, governing the 101/8% Senior Notes and Senior Floating Rate Notes.
4	.2	Supplemental Indenture No. 1, dated April 11, 2006, among Avago Technologies Sensor IP Pte. Ltd., Avago Technologies Sensor (U.S.A.) Inc. and The Bank of New York, as Trustee, relating to the 101/8% Senior Notes and Senior Floating Rate Notes.
4	.3	Indenture, dated December 1, 2005, among Avago Technologies Finance Pte. Ltd., Avago Technologies U.S. Inc., Avago Technologies Wireless (U.S.A.) Manufacturing Inc., Guarantors named therein and The Bank of New York, as Trustee, governing the 117/8% Senior Subordinated Notes.
4	.4	Supplemental Indenture No. 1, dated April 11, 2006, among Avago Technologies Sensor IP Pte. Ltd., Avago Technologies Sensor (U.S.A.) Inc. and The Bank of New York, as Trustee, relating to the 117/8% Senior Subordinated Notes.
4	.5	Registration Rights Agreement, dated December 1, 2005, among Avago Technologies Finance Pte. Ltd., Avago Technologies U.S. Inc., Avago Technologies Wireless (U.S.A.) Manufacturing Inc., Guarantors named therein and Lehman Brothers Inc., Citigroup Global Markets Singapore Pte. Ltd., and Credit Suisse First Boston (Singapore) Limited, as Initial Holders, relating to the 101/8% Senior Notes, the Senior Floating Rate Notes and the 117/8% Senior Subordinated Notes.
5	.1*	Opinion of WongPartnership, Singapore
5	.2*	Opinion of Latham & Watkins LLP, Menlo Park, California
5	.3*	Opinion of Zaid Ibrahim & Co., Kuala Lumpur, Malaysia
5	.4*	Opinion of Loyens & Loeff, Amsterdam, the Netherlands
5	.5*	Opinion of Stikeman Elliot LLP, Toronto, Canada
5	.6*	Opinion of Latham & Watkins LLP, Hamburg, Germany
5	.7*	Opinion of Pavia E Ansaldo, Milan, Italy

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5	.8*	Opinion of Latham & Watkins LLP, Tokyo, Japan
5	.9*	Opinion of Kuri Breña, Sánchez Ugarte, Corcuera y Aznar, S.C., Mexico City, Mexico
5	.10*	Opinion of Latham & Watkins LLP, London, United Kingdom
10	.1	Sublease Agreement, dated December 1, 2005, between Agilent Technologies Singapore Pte. Ltd. and Avago Technologies Manufacturing (Singapore) Pte. Ltd., relating to Avago’s facility at 1 Yishun Avenue 7, Singapore 768923.
10	.2*	Lease No.I/33183P issued by Singapore Housing and Development Board to Compaq Asia Pte Ltd in respect of the land and structures comprised in Lot 1935X of Mukim 19, dated September 26, 2000, and includes the Variation of Lease I/49501Q registered January 15, 2002, relating to Avago’s facility at 1 Yishun Avenue 7, Singapore 768923.
10	.3*	Lease No.I/31607P issued by Singapore Housing and Development Board to Compaq Asia Pte Ltd in respect of the land and structures comprised in Lot 1937C of Mukim 19, dated September 26, 2000, and includes the Variation of Lease I/49499Q registered January 16, 2002, relating to Avago’s facility at 1 Yishun Avenue 7, Singapore 768923.
10	.4*	Lease No.I/33182P issued by Singapore Housing and Development Board to Compaq Asia Pte Ltd in respect of the land and structures comprised in Lot 2134N of Mukim 19, dated September 26, 2000, and includes the Variation of Lease I/49500Q registered January 15, 2002, relating to Avago’s facility at 1 Yishun Avenue 7, Singapore 768923.
10	.5*	Lease No.I/33160P issued by Singapore Housing and Development Board to Compaq Asia Pte Ltd in respect of the land and structures comprised in Lot 1975P of Mukim 19, dated September 26, 2000, and includes the Variation of Lease I/49502Q registered January 16, 2002, relating to Avago’s facility at 1 Yishun Avenue 7, Singapore 768923.
10	.6*	Tenancy Agreement, dated October 24, 2005, between Agilent Technologies (Malaysia) Sdn. Bhd. and Avago Technologies (Malaysia) Sdn. Bhd. (f/k/a Jumbo Portfolio Sdn. Bhd.), relating to Avago’s facility at Bayan Lepas Free Industrial Zone, 11900 Penang, Malaysia.
10	.7*	Supplemental Agreement to Tenancy Agreement, dated December 1, 2005, between Agilent Technologies (Malaysia) Sdn. Bhd. and Avago Technologies (Malaysia) Sdn. Bhd. (f/k/a Jumbo Portfolio Sdn. Bhd.), relating to Avago’s facility at Bayan Lepas Free Industrial Zone, 11900 Penang, Malaysia.
10	.8*	Subdivision and Use Agreement, dated December 1, 2005, between Agilent Technologies (Malaysia) Sdn. Bhd. and Avago Technologies (Malaysia) Sdn. Bhd. (f/k/a Jumbo Portfolio Sdn. Bhd.), relating to Avago’s facility at Bayan Lepas Free Industrial Zone, 11900 Penang, Malaysia.
10	.9*	Sale and Purchase Agreement, dated December 1, 2005, between Agilent Technologies (Malaysia) Sdn. Bhd. and Avago Technologies (Malaysia) Sdn. Bhd. (f/k/a Jumbo Portfolio Sdn. Bhd.), relating to Avago’s facility at Bayan Lepas Free Industrial Zone, 11900 Penang, Malaysia.
10	.10	Lease Agreement, dated December 1, 2005, between Agilent Technologies, Inc. and Avago Technologies U.S. Inc., relating to Avago’s facility at 350 West Trimble Road, San Jose, California 95131.
10	.11	Credit Agreement, dated December 1, 2005, among Avago Technologies Finance Pte. Ltd., Avago Technologies Finance S.àr.l., Avago Technologies (Malaysia) Sdn. Bhd. (f/k/a Jumbo Portfolio Sdn. Bhd.), Avago Technologies Wireless (U.S.A.) Manufacturing Inc. and Avago Technologies U.S. Inc., as borrowers, Avago Technologies Holding Pte. Ltd., each lender from time to time parties thereto, Citicorp International Limited (Hong Kong), as Asian Administrative Agent, Citicorp North America, Inc., as Tranche B-1 Term Loan Administrative Agent and as Collateral Agent, Citigroup Global Markets Inc., as Joint Lead Arranger and Joint Lead Bookrunner, Lehman Brothers Inc., as Joint Lead Arranger, Joint Lead Bookrunner and Syndication Agent, and Credit Suisse, as Documentation Agent (“Credit Agreement”).
10	.12	Amendment No. 1 to Credit Agreement, dated December 23, 2005.
10	.13	Amendment No. 2, Consent and Waiver under Credit Agreement, date April 16, 2006.
10	.14*	Guarantee, dated December 1, 2005, among the subsidiaries signatory thereto in favor of Citicorp North America, Inc., as Collateral Agent (“Guarantee”).
10	.15*	Supplement No. 1 to Guarantee, dated May 1, 2006, among Avago Technologies Sensor IP Pte. Ltd., Avago Technologies Sensor (U.S.A.) Inc. and Citicorp North America, Inc., as Collateral Agent.

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10	.16	Security Agreement, dated December 1, 2005, among Avago Technologies Wireless (U.S.A.) Manufacturing Inc., Avago Technologies U.S. Inc., each of the subsidiaries signatory thereto and Citicorp North America, Inc., as Collateral Agent (“Security Agreement”).
10	.17	Supplement No. 1 to Security Agreement, dated May 1, 2006, among Avago Technologies Wireless (U.S.A.) Manufacturing Inc., Avago Technologies U.S. Inc., Avago Technologies Sensor (U.S.A.) Inc. and Citicorp North America, Inc., as Collateral Agent.
10	.18	Equity Incentive Plan for Executive Employees of Avago Technologies Limited and Subsidiaries (Amended and Restated Effective as of April 14, 2006).
10	.19	Equity Incentive Plan for Senior Management Employees of Avago Technologies Limited and Subsidiaries (Amended and Restated Effective as of April 14, 2006).
10	.20	Form of Management Shareholders Agreement
10	.21	Form of Nonqualified Share Option Agreement Under the Amended and Restated Equity Incentive Plan for Executive Employees of Avago Technologies Limited and Subsidiaries for U.S. employees
10	.22	Form of Nonqualified Share Option Agreement Under the Equity Incentive Plan for Executive Employees of Avago Technologies Limited and Subsidiaries for employees in Singapore
10	.23	Form of Nonqualified Share Option Agreement Under the Equity Incentive Plan for Executive Employees of Avago Technologies Limited and Subsidiaries for U.S. employees granted rollover options
10	.24	Form of Nonqualified Share Option Agreement Under the Amended and Restated Equity Incentive Plan for Senior Management Employees of Avago Technologies Limited and Subsidiaries for U.S. non-employee directors
10	.25	Form of Nonqualified Share Option Agreement Under the Amended and Restated Equity Incentive Plan for Senior Management Employees of Avago Technologies Limited and Subsidiaries for non-employee directors in Singapore
10	.26	Offer Letter Agreement, dated March 28, 2006, between Avago Technologies Limited and Hock E. Tan.
10	.27	Severance Benefits Agreement, dated June 14, 2004, between Avago Technologies Limited and Mercedes Johnson.
10	.28	Form of Indemnity Agreement between Avago with its directors and certain officers
10	.29	Amended and Restated Shareholder’s Agreement, dated February 3, 2006, Avago Technologies Limited, Silver Lake Partners II Cayman, L.P., Silver Lake Technology Investors II Cayman, L.P., Integral Capital Partners VII, L.P., KKR Millennium Fund (Overseas), Limited Partnership, KKR European Fund, Limited Partnership, KKR European Fund II, Limited Partnership, KKR Partners (International), Limited Partnership, Capstone Equity Investors LLC, Avago Investment Partners, Limited Partnership, Bali Investments S.àr.l., Seletar Investments Pte. Ltd., Geyser Investment Pte Ltd and certain other Persons.
10	.30	Registration Rights Agreement, dated December 1, 2005, among Avago Technologies Limited, Silver Lake Partners II Cayman, L.P., Silver Lake Technology Investors II Cayman, L.P., Integral Capital Partners VII, L.P., KKR Millennium Fund (Overseas), Limited Partnership, KKR European Fund, Limited Partnership, KKR European Fund II, Limited Partnership, KKR Partners (International), Limited Partnership, Capstone Equity Investors LLC, Avago Investment Partners, Limited Partnership, Bali Investments S.àr.l., Seletar Investments Pte. Ltd., Geyser Investment Pte Ltd and certain other Persons.
10	.31	Advisory Agreement, dated December 1, 2005, among Avago Technologies Limited, Avago Technologies International Sales Pte. Limited, Kohlberg Kravis Roberts & Co., L.P. and Silver Lake Management Company, LLC.
10	.32	Purchase and Sale Agreement, dated October 28, 2005, among Avago Technologies Pte. Limited, Avago Technologies Storage Holding (Labuan) Corporation, other sellers, PMC-Sierra, Inc. and Palau Acquisition Corporation (“PMC Purchase and Sale Agreement”) (incorporated herein by reference to the Exhibits filed with PMC-Sierra, Inc. Current Report on Form 8-K dated October 28, 2005 and filed November 3, 2005 (Commission File No. 001-19084)).
10	.33	Amendment to PMC Purchase and Sale Agreement, dated March 1, 2006.

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10	.34	Purchase and Sale Agreement, dated February 17, 2006, among Avago Technologies Limited, Avago Technologies Imaging Holding (Labuan) Corporation, other sellers, Marvell Technology Group Ltd. and Marvell International Technology Ltd. (“Marvell Purchase and Sale Agreement”) (incorporated herein by reference to the Exhibits filed with Marvell Technology Group Ltd. Annual Report on Form 10-K for the fiscal year ended December 31, 2005 filed on April 13, 2006 (Commission File No. 000-30877)).
10	.35	Amendment No. 1 to Marvell Purchase and Sale Agreement, dated April 11, 2006 (incorporated herein by reference to the Exhibits filed with Marvell Technology Group Ltd. Annual Report on Form 10-K for the fiscal year ended December 31, 2005 filed on April 13, 2006 (Commission File No. 000-30877)).
10	.36*	Master Services Agreement, dated December 1, 2005, between Avago Technologies International Sales Pte. Limited and Hewlett-Packard Company.
12	.1	Computation of Ratio of Earnings to Fixed Charges
21	.1	List of Subsidiaries
23	.1*	Consent of WongPartnership, Singapore (included as part of its opinion filed as Exhibit 5.1 hereto).
23	.2*	Consent of Latham & Watkins LLP, Menlo Park, California (included as part of its opinion filed as Exhibit 5.2 hereto)
23	.3*	Consent of Zaid Ibrahim & Co., Kuala Lumpur, Malaysia (included as part of its opinion filed as Exhibit 5.3 hereto)
23	.4*	Consent of Loyens & Loeff, Amsterdam, the Netherlands (included as part of its opinion filed as Exhibit 5.4 hereto)
23	.5*	Consent of Stikeman Elliot LLP, Toronto, Canada (included as part of its opinion filed as Exhibit 5.5 hereto)
23	.6*	Consent of Latham & Watkins LLP, Hamburg, Germany (included as part of its opinion filed as Exhibit 5.6 hereto)
23	.7*	Consent of Pavia E Ansaldo, Milan, Italy (included as part of its opinion filed as Exhibit 5.7 hereto)
23	.8*	Consent of Latham & Watkins LLP, Tokyo, Japan (included as part of its opinion filed as Exhibit 5.8 hereto)
23	.9*	Consent of Kuri Breña, Sánchez Ugarte, Corcuera y Aznar, S.C., Mexico City, Mexico (included as part of its opinion filed as Exhibit 5.9 hereto)
23	.10*	Consent of Latham & Watkins LLP, London, United Kingdom (included as part of its opinion filed as Exhibit 5.10 hereto)
23	.11	Consent of PricewaterhouseCoopers LLP
23	.12	Consent of PricewaterhouseCoopers LLP
24		Powers of Attorney (included in signature pages of this Registration Statement)
25	.1	Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of The Bank of New York with respect to the Indenture governing the 101/8% Senior Notes and Senior Floating Rate Notes.
25	.2	Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of The Bank of New York with respect to the Indenture governing the 117/8% Senior Subordinated Notes.
99	.1*	Form of Letter of Transmittal
99	.2*	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees
99	.3*	Form of Letter to Clients
99	.4*	Form of Notice of Guaranteed Delivery

*  To be filed by Amendment.

(b) Financial Statement Schedules

None.

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Item 22.   Undertakings.

(a) The undersigned registrant hereby undertakes:

(1)  to file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i)	to include any prospectus required by Section 10(a)(3) of the Securities Act;
(ii)	to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amend) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more that a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
(iii)	to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

(2)	that, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and
(3)	to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(4)	That, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities:

The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i)	Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
(ii)	Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
(iii)	The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
(iv)	Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(b) The undersigned registrant hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Item 4, 10(b) 11 or 13 of Form F-4, within one business day of receipt of such request, and to send the incorporated documents by first class mail or equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

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(c) The undersigned registrant hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

(d) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Republic of Singapore, on September 28, 2006.

AVAGO TECHNOLOGIES FINANCE PTE. LTD.

By:  /s/  Hock E. Tan

Name:  Hock E. Tan

Title:  President and Chief Executive Officer

SIGNATURES AND POWERS OF ATTORNEY

Each person whose signature appears below authorizes Hock E. Tan, Mercedes Johnson and Rex S. Jackson or any of them, as his or her attorney in fact and agent, with full power of substitution and resubstitution, to execute, in his or her name and on his behalf, in any and all capacities, this Registration Statement on Form F-4 and any amendments including post-effective amendments thereto (and any additional registration statement related thereto permitted by Rule 462(b) promulgated under the Securities Act of 1933 (and all further amendments including post-effective amendments thereto)), and to file the same, with all the exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, necessary or advisable to enable the registrant to comply with the Securities Act of 1933, and any rules, regulations and requirements of the Securities and Exchange Commission, in respect thereof, in connection with the registration of the securities which are the subject of such registration statement, which amendments may make such changes in such registration statement as such attorney may deem appropriate, and with full power and authority to perform and do any and all acts and things, whatsoever which any such attorney or substitute may deem necessary or advisable to be performed or done in connection with any or all of the above-described matters, as fully as each of the undersigned could do if personally present and acting, hereby ratifying and approving all acts of any such attorney or substitute.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/  Hock E. Tan Hock E. Tan	President and Chief Executive Officer and Director (Principal Executive Officer)	September 28, 2006
/s/  Mercedes Johnson Mercedes Johnson	Senior Vice President, Finance and Chief Financial Officer (Principal Financial Officer)	September 28, 2006
/s/  Karen H. Briggs Karen H. Briggs	Vice President and Controller (Principal Accounting Officer)	September 28, 2006
/s/  Dick Chang Dick Chang	Chairman of the Board of Directors	September 28, 2006
/s/  Adam H. Clammer Adam H. Clammer	Director	September 28, 2006

II-10

Signature	Title	Date
/s/  James A. Davidson James A. Davidson	Director	September 28, 2006
/s/  James Diller, Sr. James Diller, Sr.	Director	September 28, 2006
/s/  James H. Greene Jr. James H. Greene Jr.	Director	September 28, 2006
/s/  Kenneth Y. Hao Kenneth Y. Hao	Director	September 28, 2006
John R. Joyce	Director	September 28, 2006
/s/  Michael E. Marks Michael E. Marks	Director	September 28, 2006
/s/  Bock Seng Tan Bock Seng Tan	Director	September 28, 2006
/s/  Rex S. Jackson Rex S. Jackson	Authorized Representative in the United States	September 28, 2006

II-11

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Republic of Singapore, on September 28, 2006.

AVAGO TECHNOLOGIES U.S. INC.

By:  /s/  Hock E. Tan

Name:  Hock E. Tan

Title:  President and Chief Executive Officer

SIGNATURES AND POWERS OF ATTORNEY

Each person whose signature appears below authorizes Hock E. Tan, Mercedes Johnson and Rex S. Jackson or any of them, as his or her attorney in fact and agent, with full power of substitution and resubstitution, to execute, in his or her name and on his behalf, in any and all capacities, this Registration Statement on Form F-4 and any amendments including post-effective amendments thereto (and any additional registration statement related thereto permitted by Rule 462(b) promulgated under the Securities Act of 1933 (and all further amendments including post-effective amendments thereto)), and to file the same, with all the exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, necessary or advisable to enable the registrant to comply with the Securities Act of 1933, and any rules, regulations and requirements of the Securities and Exchange Commission, in respect thereof, in connection with the registration of the securities which are the subject of such registration statement, which amendments may make such changes in such registration statement as such attorney may deem appropriate, and with full power and authority to perform and do any and all acts and things, whatsoever which any such attorney or substitute may deem necessary or advisable to be performed or done in connection with any or all of the above-described matters, as fully as each of the undersigned could do if personally present and acting, hereby ratifying and approving all acts of any such attorney or substitute.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/  Hock E. Tan Hock E. Tan	President and Chief Executive Officer (Principal Executive Officer)	September 28, 2006
/s/  Mercedes Johnson Mercedes Johnson	Senior Vice President, Finance and Chief Financial Officer and Director (Principal Financial Officer)	September 28, 2006
/s/  Karen H. Briggs Karen H. Briggs	Vice President and Controller (Principal Accounting Officer)	September 28, 2006
/s/  Dick Chang Dick Chang	Director	September 28, 2006
/s/  Rex S. Jackson Rex S. Jackson	Senior Vice President, General Counsel and Director	September 28, 2006

II-12

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Jose, State of California, on September 28, 2006.

AVAGO TECHNOLOGIES WIRELESS (U.S.A.) MANUFACTURING INC.

By:  /s/  Rex S. Jackson

Name:  Rex S. Jackson

Title:  President and Secretary

SIGNATURES AND POWERS OF ATTORNEY

Each person whose signature appears below authorizes Hock E. Tan, Mercedes Johnson and Rex S. Jackson or any of them, as his or her attorney in fact and agent, with full power of substitution and resubstitution, to execute, in his or her name and on his behalf, in any and all capacities, this Registration Statement on Form F-4 and any amendments including post-effective amendments thereto (and any additional registration statement related thereto permitted by Rule 462(b) promulgated under the Securities Act of 1933 (and all further amendments including post-effective amendments thereto)), and to file the same, with all the exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, necessary or advisable to enable the registrant to comply with the Securities Act of 1933, and any rules, regulations and requirements of the Securities and Exchange Commission, in respect thereof, in connection with the registration of the securities which are the subject of such registration statement, which amendments may make such changes in such registration statement as such attorney may deem appropriate, and with full power and authority to perform and do any and all acts and things, whatsoever which any such attorney or substitute may deem necessary or advisable to be performed or done in connection with any or all of the above-described matters, as fully as each of the undersigned could do if personally present and acting, hereby ratifying and approving all acts of any such attorney or substitute.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/  Rex S. Jackson Rex S. Jackson	President and Secretary and Director (Principal Executive Officer)	September 28, 2006
/s/  Mercedes Johnson Mercedes Johnson	Senior Vice President, Finance and Chief Financial Officer and Director (Principal Financial Officer)	September 28, 2006
/s/  Karen H. Briggs Karen H. Briggs	Vice President and Controller (Principal Accounting Officer)	September 28, 2006

II-13

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Republic of Singapore, on September 28, 2006.

AVAGO TECHNOLOGIES ECBU IP (SINGAPORE) PTE. LTD.

By:  /s/  Pe-Wynn Kin

Name:  Pe-Wynn Kin

Title:  Secretary

SIGNATURES AND POWERS OF ATTORNEY

Each person whose signature appears below authorizes Hock E. Tan, Mercedes Johnson and Rex S. Jackson or any of them, as his or her attorney in fact and agent, with full power of substitution and resubstitution, to execute, in his or her name and on his behalf, in any and all capacities, this Registration Statement on Form F-4 and any amendments including post-effective amendments thereto (and any additional registration statement related thereto permitted by Rule 462(b) promulgated under the Securities Act of 1933 (and all further amendments including post-effective amendments thereto)), and to file the same, with all the exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, necessary or advisable to enable the registrant to comply with the Securities Act of 1933, and any rules, regulations and requirements of the Securities and Exchange Commission, in respect thereof, in connection with the registration of the securities which are the subject of such registration statement, which amendments may make such changes in such registration statement as such attorney may deem appropriate, and with full power and authority to perform and do any and all acts and things, whatsoever which any such attorney or substitute may deem necessary or advisable to be performed or done in connection with any or all of the above-described matters, as fully as each of the undersigned could do if personally present and acting, hereby ratifying and approving all acts of any such attorney or substitute.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/  Rex S. Jackson Rex S. Jackson	President and Director (Principal Executive Officer)	September 28, 2006
/s/  Mercedes Johnson Mercedes Johnson	Senior Vice President, Finance and Chief Financial Officer and Director (Principal Financial Officer)	September 28, 2006
/s/  Karen H. Briggs Karen H. Briggs	Vice President and Controller (Principal Accounting Officer)	September 28, 2006
/s/  Tan Bian-Ee Tan Bian-Ee	Director	September 28, 2006
/s/  Rex S. Jackson Rex S. Jackson	Authorized Representative in the United States	September 28, 2006

II-14

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Republic of Singapore, on September 28, 2006.

AVAGO TECHNOLOGIES ENTERPRISE IP
(SINGAPORE) PTE. LTD.

By:  /s/  Pe-Wynn Kin

Name:  Pe-Wynn Kin

Title:  Secretary

SIGNATURES AND POWERS OF ATTORNEY

Each person whose signature appears below authorizes Hock E. Tan, Mercedes Johnson and Rex S. Jackson or any of them, as his or her attorney in fact and agent, with full power of substitution and resubstitution, to execute, in his or her name and on his behalf, in any and all capacities, this Registration Statement on Form F-4 and any amendments including post-effective amendments thereto (and any additional registration statement related thereto permitted by Rule 462(b) promulgated under the Securities Act of 1933 (and all further amendments including post-effective amendments thereto)), and to file the same, with all the exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, necessary or advisable to enable the registrant to comply with the Securities Act of 1933, and any rules, regulations and requirements of the Securities and Exchange Commission, in respect thereof, in connection with the registration of the securities which are the subject of such registration statement, which amendments may make such changes in such registration statement as such attorney may deem appropriate, and with full power and authority to perform and do any and all acts and things, whatsoever which any such attorney or substitute may deem necessary or advisable to be performed or done in connection with any or all of the above-described matters, as fully as each of the undersigned could do if personally present and acting, hereby ratifying and approving all acts of any such attorney or substitute.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/  Rex S. Jackson Rex S. Jackson	President and Director (Principal Executive Officer)	September 28, 2006
/s/  Mercedes Johnson Mercedes Johnson	Senior Vice President, Finance and Chief Financial Officer and Director (Principal Financial Officer)	September 28, 2006
/s/  Karen H. Briggs Karen H. Briggs	Vice President and Controller (Principal Accounting Officer)	September 28, 2006
/s/  Tan Bian-Ee Tan Bian-Ee	Director	September 28, 2006
/s/  Rex S. Jackson Rex S. Jackson	Authorized Representative in the United States	September 28, 2006

II-15

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Republic of Singapore, on September 28, 2006.

AVAGO TECHNOLOGIES FIBER IP
(SINGAPORE) PTE. LTD.

By:  /s/  Pe-Wynn Kin

Name:  Pe-Wynn Kin

Title:  Secretary

SIGNATURES AND POWERS OF ATTORNEY

Each person whose signature appears below authorizes Hock E. Tan, Mercedes Johnson and Rex S. Jackson or any of them, as his or her attorney in fact and agent, with full power of substitution and resubstitution, to execute, in his or her name and on his behalf, in any and all capacities, this Registration Statement on Form F-4 and any amendments including post-effective amendments thereto (and any additional registration statement related thereto permitted by Rule 462(b) promulgated under the Securities Act of 1933 (and all further amendments including post-effective amendments thereto)), and to file the same, with all the exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, necessary or advisable to enable the registrant to comply with the Securities Act of 1933, and any rules, regulations and requirements of the Securities and Exchange Commission, in respect thereof, in connection with the registration of the securities which are the subject of such registration statement, which amendments may make such changes in such registration statement as such attorney may deem appropriate, and with full power and authority to perform and do any and all acts and things, whatsoever which any such attorney or substitute may deem necessary or advisable to be performed or done in connection with any or all of the above-described matters, as fully as each of the undersigned could do if personally present and acting, hereby ratifying and approving all acts of any such attorney or substitute.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/  Rex S. Jackson Rex S. Jackson	President and Director (Principal Executive Officer)	September 28, 2006
/s/  Mercedes Johnson Mercedes Johnson	Senior Vice President, Finance and Chief Financial Officer and Director (Principal Financial Officer)	September 28, 2006
/s/  Karen H. Briggs Karen H. Briggs	Vice President and Controller (Principal Accounting Officer)	September 28, 2006
/s/  Tan Bian-Ee Tan Bian-Ee	Director	September 28, 2006
/s/  Rex S. Jackson Rex S. Jackson	Authorized Representative in the United States	September 28, 2006

II-16

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Republic of Singapore, on September 28, 2006.

AVAGO TECHNOLOGIES GENERAL IP
(SINGAPORE) PTE. LTD.

By:  /s/  Pe-Wynn Kin

Name:  Pe-Wynn Kin

Title:  Secretary

SIGNATURES AND POWERS OF ATTORNEY

Each person whose signature appears below authorizes Hock E. Tan, Mercedes Johnson and Rex S. Jackson or any of them, as his or her attorney in fact and agent, with full power of substitution and resubstitution, to execute, in his or her name and on his behalf, in any and all capacities, this Registration Statement on Form F-4 and any amendments including post-effective amendments thereto (and any additional registration statement related thereto permitted by Rule 462(b) promulgated under the Securities Act of 1933 (and all further amendments including post-effective amendments thereto)), and to file the same, with all the exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, necessary or advisable to enable the registrant to comply with the Securities Act of 1933, and any rules, regulations and requirements of the Securities and Exchange Commission, in respect thereof, in connection with the registration of the securities which are the subject of such registration statement, which amendments may make such changes in such registration statement as such attorney may deem appropriate, and with full power and authority to perform and do any and all acts and things, whatsoever which any such attorney or substitute may deem necessary or advisable to be performed or done in connection with any or all of the above-described matters, as fully as each of the undersigned could do if personally present and acting, hereby ratifying and approving all acts of any such attorney or substitute.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/  Rex S. Jackson Rex S. Jackson	President and Director (Principal Executive Officer)	September 28, 2006
/s/  Mercedes Johnson Mercedes Johnson	Senior Vice President, Finance and Chief Financial Officer and Director (Principal Financial Officer)	September 28, 2006
/s/  Karen H. Briggs Karen H. Briggs	Vice President and Controller (Principal Accounting Officer)	September 28, 2006
/s/  Tan Bian-Ee Tan Bian-Ee	Director	September 28, 2006
/s/  Rex S. Jackson Rex S. Jackson	Authorized Representative in the United States	September 28, 2006

II-17

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Republic of Singapore, on September 28, 2006.

AVAGO TECHNOLOGIES INTERNATIONAL SALES PTE. LIMITED

By:  /s/  Pe-Wynn Kin

Name:  Pe-Wynn Kin

Title:  Secretary

SIGNATURES AND POWERS OF ATTORNEY

Each person whose signature appears below authorizes Hock E. Tan, Mercedes Johnson and Rex S. Jackson or any of them, as his or her attorney in fact and agent, with full power of substitution and resubstitution, to execute, in his or her name and on his behalf, in any and all capacities, this Registration Statement on Form F-4 and any amendments including post-effective amendments thereto (and any additional registration statement related thereto permitted by Rule 462(b) promulgated under the Securities Act of 1933 (and all further amendments including post-effective amendments thereto)), and to file the same, with all the exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, necessary or advisable to enable the registrant to comply with the Securities Act of 1933, and any rules, regulations and requirements of the Securities and Exchange Commission, in respect thereof, in connection with the registration of the securities which are the subject of such registration statement, which amendments may make such changes in such registration statement as such attorney may deem appropriate, and with full power and authority to perform and do any and all acts and things, whatsoever which any such attorney or substitute may deem necessary or advisable to be performed or done in connection with any or all of the above-described matters, as fully as each of the undersigned could do if personally present and acting, hereby ratifying and approving all acts of any such attorney or substitute.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/  Rex S. Jackson Rex S. Jackson	President and Director (Principal Executive Officer)	September 28, 2006
/s/  Mercedes Johnson Mercedes Johnson	Senior Vice President, Finance and Chief Financial Officer and Director (Principal Financial Officer)	September 28, 2006
/s/  Karen H. Briggs Karen H. Briggs	Vice President and Controller (Principal Accounting Officer)	September 28, 2006
/s/  Tan Bian-Ee Tan Bian-Ee	Director	September 28, 2006
/s/  Rex S. Jackson Rex S. Jackson	Authorized Representative in the United States	September 28, 2006

II-18

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Republic of Singapore, on September 28, 2006.

AVAGO TECHNOLOGIES MANUFACTURING
(SINGAPORE) PTE. LTD.

By:  /s/  Pe-Wynn Kin

Name:  Pe-Wynn Kin

Title:  Secretary

SIGNATURES AND POWERS OF ATTORNEY

Each person whose signature appears below authorizes Hock E. Tan, Mercedes Johnson and Rex S. Jackson or any of them, as his or her attorney in fact and agent, with full power of substitution and resubstitution, to execute, in his or her name and on his behalf, in any and all capacities, this Registration Statement on Form F-4 and any amendments including post-effective amendments thereto (and any additional registration statement related thereto permitted by Rule 462(b) promulgated under the Securities Act of 1933 (and all further amendments including post-effective amendments thereto)), and to file the same, with all the exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, necessary or advisable to enable the registrant to comply with the Securities Act of 1933, and any rules, regulations and requirements of the Securities and Exchange Commission, in respect thereof, in connection with the registration of the securities which are the subject of such registration statement, which amendments may make such changes in such registration statement as such attorney may deem appropriate, and with full power and authority to perform and do any and all acts and things, whatsoever which any such attorney or substitute may deem necessary or advisable to be performed or done in connection with any or all of the above-described matters, as fully as each of the undersigned could do if personally present and acting, hereby ratifying and approving all acts of any such attorney or substitute.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/  Rex S. Jackson Rex S. Jackson	President and Director (Principal Executive Officer)	September 28, 2006
/s/  Mercedes Johnson Mercedes Johnson	Senior Vice President, Finance and Chief Financial Officer and Director (Principal Financial Officer)	September 28, 2006
/s/  Karen H. Briggs Karen H. Briggs	Vice President and Controller (Principal Accounting Officer)	September 28, 2006
/s/  Tan Bian-Ee Tan Bian-Ee	Director	September 28, 2006
/s/  Rex S. Jackson Rex S. Jackson	Authorized Representative in the United States	September 28, 2006

II-19

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Republic of Singapore, on September 28, 2006.

AVAGO TECHNOLOGIES SENSOR IP PTE. LTD.

By:  /s/  Pe-Wynn Kin

Name:  Pe-Wynn Kin

Title:  Secretary

SIGNATURES AND POWERS OF ATTORNEY

Each person whose signature appears below authorizes Hock E. Tan, Mercedes Johnson and Rex S. Jackson or any of them, as his or her attorney in fact and agent, with full power of substitution and resubstitution, to execute, in his or her name and on his behalf, in any and all capacities, this Registration Statement on Form F-4 and any amendments including post-effective amendments thereto (and any additional registration statement related thereto permitted by Rule 462(b) promulgated under the Securities Act of 1933 (and all further amendments including post-effective amendments thereto)), and to file the same, with all the exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, necessary or advisable to enable the registrant to comply with the Securities Act of 1933, and any rules, regulations and requirements of the Securities and Exchange Commission, in respect thereof, in connection with the registration of the securities which are the subject of such registration statement, which amendments may make such changes in such registration statement as such attorney may deem appropriate, and with full power and authority to perform and do any and all acts and things, whatsoever which any such attorney or substitute may deem necessary or advisable to be performed or done in connection with any or all of the above-described matters, as fully as each of the undersigned could do if personally present and acting, hereby ratifying and approving all acts of any such attorney or substitute.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/  Rex S. Jackson Rex S. Jackson	President and Director (Principal Executive Officer)	September 28, 2006
/s/  Mercedes Johnson Mercedes Johnson	Senior Vice President, Finance and Chief Financial Officer and Director (Principal Financial Officer)	September 28, 2006
/s/  Karen H. Briggs Karen H. Briggs	Vice President and Controller (Principal Accounting Officer)	September 28, 2006
/s/  Tan Bian-Ee Tan Bian-Ee	Director	September 28, 2006
/s/  Rex S. Jackson Rex S. Jackson	Authorized Representative in the United States	September 28, 2006

II-20

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Republic of Singapore, on September 28, 2006.

AVAGO TECHNOLOGIES WIRELESS IP
(SINGAPORE) PTE. LTD.

By:  /s/  Pe-Wynn Kin

Name: Pe-Wynn Kin

Title:  Secretary

SIGNATURES AND POWERS OF ATTORNEY

Each person whose signature appears below authorizes Hock E. Tan, Mercedes Johnson and Rex S. Jackson or any of them, as his or her attorney in fact and agent, with full power of substitution and resubstitution, to execute, in his or her name and on his behalf, in any and all capacities, this Registration Statement on Form F-4 and any amendments including post-effective amendments thereto (and any additional registration statement related thereto permitted by Rule 462(b) promulgated under the Securities Act of 1933 (and all further amendments including post-effective amendments thereto)), and to file the same, with all the exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, necessary or advisable to enable the registrant to comply with the Securities Act of 1933, and any rules, regulations and requirements of the Securities and Exchange Commission, in respect thereof, in connection with the registration of the securities which are the subject of such registration statement, which amendments may make such changes in such registration statement as such attorney may deem appropriate, and with full power and authority to perform and do any and all acts and things, whatsoever which any such attorney or substitute may deem necessary or advisable to be performed or done in connection with any or all of the above-described matters, as fully as each of the undersigned could do if personally present and acting, hereby ratifying and approving all acts of any such attorney or substitute.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/  Rex S. Jackson Rex S. Jackson	President and Director (Principal Executive Officer)	September 28, 2006
/s/  Mercedes Johnson Mercedes Johnson	Senior Vice President, Finance and Chief Financial Officer and Director (Principal Financial Officer)	September 28, 2006
/s/  Karen H. Briggs Karen H. Briggs	Vice President and Controller (Principal Accounting Officer)	September 28, 2006
/s/  Tan Bian-Ee Tan Bian-Ee	Director	September 28, 2006
/s/  Rex S. Jackson Rex S. Jackson	Authorized Representative in the United States	September 28, 2006

II-21

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Jose, State of California, on September 28, 2006.

AVAGO TECHNOLOGIES SENSOR (U.S.A.) INC.

By:  /s/  Rex S. Jackson

Name: Rex S. Jackson

Title:  President and Secretary

SIGNATURES AND POWERS OF ATTORNEY

Each person whose signature appears below authorizes Hock E. Tan, Mercedes Johnson and Rex S. Jackson or any of them, as his attorney in fact and agent, with full power of substitution and resubstitution, to execute, in his name and on his behalf, in any and all capacities, this Registration Statement on Form F-4 and any amendments including post-effective amendments thereto (and any additional registration statement related thereto permitted by Rule 462(b) promulgated under the Securities Act of 1933 (and all further amendments including post-effective amendments thereto)), and to file the same, with all the exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, necessary or advisable to enable the registrant to comply with the Securities Act of 1933, and any rules, regulations and requirements of the Securities and Exchange Commission, in respect thereof, in connection with the registration of the securities which are the subject of such registration statement, which amendments may make such changes in such registration statement as such attorney may deem appropriate, and with full power and authority to perform and do any and all acts and things, whatsoever which any such attorney or substitute may deem necessary or advisable to be performed or done in connection with any or all of the above-described matters, as fully as each of the undersigned could do if personally present and acting, hereby ratifying and approving all acts of any such attorney or substitute.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/  Rex S. Jackson Rex S. Jackson	President and Secretary and Director (Principal Executive Officer)	September 28, 2006
/s/  Mercedes Johnson Mercedes Johnson	Senior Vice President, Finance and Chief Financial Officer and Director (Principal Financial Officer)	September 28, 2006
/s/  Karen H. Briggs Karen H. Briggs	Vice President and Controller (Principal Accounting Officer)	September 28, 2006

II-22

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Jose, State of California, on September 28, 2006.

AVAGO TECHNOLOGIES U.S. R&D INC.

By:  /s/  Rex S. Jackson

Name: Rex S. Jackson

Title:  President and Secretary

SIGNATURES AND POWERS OF ATTORNEY

Each person whose signature appears below authorizes Hock E. Tan, Mercedes Johnson and Rex S. Jackson or any of them, as his or her attorney in fact and agent, with full power of substitution and resubstitution, to execute, in his or her name and on his behalf, in any and all capacities, this Registration Statement on Form F-4 and any amendments including post-effective amendments thereto (and any additional registration statement related thereto permitted by Rule 462(b) promulgated under the Securities Act of 1933 (and all further amendments including post-effective amendments thereto)), and to file the same, with all the exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, necessary or advisable to enable the registrant to comply with the Securities Act of 1933, and any rules, regulations and requirements of the Securities and Exchange Commission, in respect thereof, in connection with the registration of the securities which are the subject of such registration statement, which amendments may make such changes in such registration statement as such attorney may deem appropriate, and with full power and authority to perform and do any and all acts and things, whatsoever which any such attorney or substitute may deem necessary or advisable to be performed or done in connection with any or all of the above-described matters, as fully as each of the undersigned could do if personally present and acting, hereby ratifying and approving all acts of any such attorney or substitute.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/  Rex S. Jackson Rex S. Jackson	President and Secretary and Director (Principal Executive Officer)	September 28, 2006
/s/  Mercedes Johnson Mercedes Johnson	Senior Vice President, Finance and Chief Financial Officer and Director (Principal Financial Officer)	September 28, 2006
/s/  Karen H. Briggs Karen H. Briggs	Vice President and Controller (Principal Accounting Officer)	September 28, 2006

II-23

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Jose, State of California, on September 28, 2006.

AVAGO TECHNOLOGIES WIRELESS (U.S.A.) INC.

By:  /s/  Rex S. Jackson

Name: Rex S. Jackson

Title:  President and Secretary

SIGNATURES AND POWERS OF ATTORNEY

Each person whose signature appears below authorizes Hock E. Tan, Mercedes Johnson and Rex S. Jackson or any of them, as his or her attorney in fact and agent, with full power of substitution and resubstitution, to execute, in his or her name and on his behalf, in any and all capacities, this Registration Statement on Form F-4 and any amendments including post-effective amendments thereto (and any additional registration statement related thereto permitted by Rule 462(b) promulgated under the Securities Act of 1933 (and all further amendments including post-effective amendments thereto)), and to file the same, with all the exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, necessary or advisable to enable the registrant to comply with the Securities Act of 1933, and any rules, regulations and requirements of the Securities and Exchange Commission, in respect thereof, in connection with the registration of the securities which are the subject of such registration statement, which amendments may make such changes in such registration statement as such attorney may deem appropriate, and with full power and authority to perform and do any and all acts and things, whatsoever which any such attorney or substitute may deem necessary or advisable to be performed or done in connection with any or all of the above-described matters, as fully as each of the undersigned could do if personally present and acting, hereby ratifying and approving all acts of any such attorney or substitute.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/  Rex S. Jackson Rex S. Jackson	President and Secretary and Director (Principal Executive Officer)	September 28, 2006
/s/  Mercedes Johnson Mercedes Johnson	Senior Vice President, Finance and Chief Financial Officer and Director (Principal Financial Officer)	September 28, 2006
/s/  Karen H. Briggs Karen H. Briggs	Vice President and Controller (Principal Accounting Officer)	September 28, 2006

II-24

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Republic of Singapore, on September 28, 2006.

AVAGO TECHNOLOGIES (MALAYSIA) SDN. BHD.

By:  /s/  Tan Bian-Ee

Name: Tan Bian-Ee

Title:  President

SIGNATURES AND POWERS OF ATTORNEY

Each person whose signature appears below authorizes Hock E. Tan, Mercedes Johnson and Rex S. Jackson or any of them, as his or her attorney in fact and agent, with full power of substitution and resubstitution, to execute, in his or her name and on his behalf, in any and all capacities, this Registration Statement on Form F-4 and any amendments including post-effective amendments thereto (and any additional registration statement related thereto permitted by Rule 462(b) promulgated under the Securities Act of 1933 (and all further amendments including post-effective amendments thereto)), and to file the same, with all the exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, necessary or advisable to enable the registrant to comply with the Securities Act of 1933, and any rules, regulations and requirements of the Securities and Exchange Commission, in respect thereof, in connection with the registration of the securities which are the subject of such registration statement, which amendments may make such changes in such registration statement as such attorney may deem appropriate, and with full power and authority to perform and do any and all acts and things, whatsoever which any such attorney or substitute may deem necessary or advisable to be performed or done in connection with any or all of the above-described matters, as fully as each of the undersigned could do if personally present and acting, hereby ratifying and approving all acts of any such attorney or substitute.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/  Tan Bian-Ee Tan Bian-Ee	President and Director (Principal Executive Officer)	September 28, 2006
/s/  Mercedes Johnson Mercedes Johnson	Senior Vice President, Finance and Chief Financial Officer and Director (Principal Financial Officer)	September 28, 2006
/s/  Karen H. Briggs Karen H. Briggs	Vice President and Controller and Director (Principal Accounting Officer)	September 28, 2006
/s/  Azhar bin Mohd Amin Azhar bin Mohd Amin	Director	September 28, 2006
/s/  Saw Kong Beng Saw Kong Beng	Director	September 28, 2006

II-25

Signature	Title	Date
/s/  Rex S. Jackson Rex S. Jackson	Senior Vice President, General Counsel and Director	September 28, 2006
/s/  Rex S. Jackson Rex S. Jackson	Authorized Representative in the United States	September 28, 2006

II-26

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Jose, State of California, on September 28, 2006.

AVAGO TECHNOLOGIES ENTERPRISE HOLDING (LABUAN) CORPORATION

By:  /s/  Rex S. Jackson

Name: Rex S. Jackson

Title:  President and Secretary

SIGNATURES AND POWERS OF ATTORNEY

Each person whose signature appears below authorizes Hock E. Tan, Mercedes Johnson and Rex S. Jackson or any of them, as his or her attorney in fact and agent, with full power of substitution and resubstitution, to execute, in his or her name and on his behalf, in any and all capacities, this Registration Statement on Form F-4 and any amendments including post-effective amendments thereto (and any additional registration statement related thereto permitted by Rule 462(b) promulgated under the Securities Act of 1933 (and all further amendments including post-effective amendments thereto)), and to file the same, with all the exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, necessary or advisable to enable the registrant to comply with the Securities Act of 1933, and any rules, regulations and requirements of the Securities and Exchange Commission, in respect thereof, in connection with the registration of the securities which are the subject of such registration statement, which amendments may make such changes in such registration statement as such attorney may deem appropriate, and with full power and authority to perform and do any and all acts and things, whatsoever which any such attorney or substitute may deem necessary or advisable to be performed or done in connection with any or all of the above-described matters, as fully as each of the undersigned could do if personally present and acting, hereby ratifying and approving all acts of any such attorney or substitute.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/  Rex S. Jackson Rex S. Jackson	President and Secretary and Director (Principal Executive Officer)	September 28, 2006
/s/  Mercedes Johnson Mercedes Johnson	Senior Vice President, Finance and Chief Financial Officer and Director (Principal Financial Officer)	September 28, 2006
/s/  Karen H. Briggs Karen H. Briggs	Vice President and Controller (Principal Accounting Officer)	September 28, 2006
/s/  Rex S. Jackson Rex S. Jackson	Authorized Representative in the United States	September 28, 2006

II-27

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Jose, State of California, on September 28, 2006.

AVAGO TECHNOLOGIES FIBER HOLDING
(LABUAN) CORPORATION

By:  /s/  Rex S. Jackson

Name: Rex S. Jackson

Title:  President and Secretary

SIGNATURES AND POWERS OF ATTORNEY

Each person whose signature appears below authorizes Hock E. Tan, Mercedes Johnson and Rex S. Jackson or any of them, as his or her attorney in fact and agent, with full power of substitution and resubstitution, to execute, in his or her name and on his behalf, in any and all capacities, this Registration Statement on Form F-4 and any amendments including post-effective amendments thereto (and any additional registration statement related thereto permitted by Rule 462(b) promulgated under the Securities Act of 1933 (and all further amendments including post-effective amendments thereto)), and to file the same, with all the exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, necessary or advisable to enable the registrant to comply with the Securities Act of 1933, and any rules, regulations and requirements of the Securities and Exchange Commission, in respect thereof, in connection with the registration of the securities which are the subject of such registration statement, which amendments may make such changes in such registration statement as such attorney may deem appropriate, and with full power and authority to perform and do any and all acts and things, whatsoever which any such attorney or substitute may deem necessary or advisable to be performed or done in connection with any or all of the above-described matters, as fully as each of the undersigned could do if personally present and acting, hereby ratifying and approving all acts of any such attorney or substitute.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/  Rex S. Jackson Rex S. Jackson	President and Secretary and Director (Principal Executive Officer)	September 28, 2006
/s/  Mercedes Johnson Mercedes Johnson	Senior Vice President, Finance and Chief Financial Officer and Director (Principal Financial Officer)	September 28, 2006
/s/  Karen H. Briggs Karen H. Briggs	Vice President and Controller (Principal Accounting Officer)	September 28, 2006
/s/  Rex S. Jackson Rex S. Jackson	Authorized Representative in the United States	September 28, 2006

II-28

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Jose, State of California, on September 28, 2006.

AVAGO TECHNOLOGIES IMAGING HOLDING
(LABUAN) CORPORATION

By:  /s/  Rex S. Jackson

Name:  Rex S. Jackson

Title:  President and Secretary

SIGNATURES AND POWERS OF ATTORNEY

Each person whose signature appears below authorizes Hock E. Tan, Mercedes Johnson and Rex S. Jackson or any of them, as his or her attorney in fact and agent, with full power of substitution and resubstitution, to execute, in his or her name and on his behalf, in any and all capacities, this Registration Statement on Form F-4 and any amendments including post-effective amendments thereto (and any additional registration statement related thereto permitted by Rule 462(b) promulgated under the Securities Act of 1933 (and all further amendments including post-effective amendments thereto)), and to file the same, with all the exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, necessary or advisable to enable the registrant to comply with the Securities Act of 1933, and any rules, regulations and requirements of the Securities and Exchange Commission, in respect thereof, in connection with the registration of the securities which are the subject of such registration statement, which amendments may make such changes in such registration statement as such attorney may deem appropriate, and with full power and authority to perform and do any and all acts and things, whatsoever which any such attorney or substitute may deem necessary or advisable to be performed or done in connection with any or all of the above-described matters, as fully as each of the undersigned could do if personally present and acting, hereby ratifying and approving all acts of any such attorney or substitute.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/  Rex S. Jackson Rex S. Jackson	President and Secretary and Director (Principal Executive Officer)	September 28, 2006
/s/  Mercedes Johnson Mercedes Johnson	Senior Vice President, Finance and Chief Financial Officer and Director (Principal Financial Officer)	September 28, 2006
/s/  Karen H. Briggs Karen H. Briggs	Vice President and Controller (Principal Accounting Officer)	September 28, 2006
/s/  Rex S. Jackson Rex S. Jackson	Authorized Representative in the United States	September 28, 2006

II-29

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Menlo Park, State of California, on September 28, 2006.

AVAGO TECHNOLOGIES STORAGE HOLDING
(LABUAN) CORPORATION

By:  /s/  Kenneth Y. Hao

Name: Kenneth Y. Hao

Title: Director

SIGNATURES AND POWERS OF ATTORNEY

Each person whose signature appears below authorizes Hock E. Tan, Mercedes Johnson and Rex S. Jackson or any of them, as his or her attorney in fact and agent, with full power of substitution and resubstitution, to execute, in his or her name and on his behalf, in any and all capacities, this Registration Statement on Form F-4 and any amendments including post-effective amendments thereto (and any additional registration statement related thereto permitted by Rule 462(b) promulgated under the Securities Act of 1933 (and all further amendments including post-effective amendments thereto)), and to file the same, with all the exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, necessary or advisable to enable the registrant to comply with the Securities Act of 1933, and any rules, regulations and requirements of the Securities and Exchange Commission, in respect thereof, in connection with the registration of the securities which are the subject of such registration statement, which amendments may make such changes in such registration statement as such attorney may deem appropriate, and with full power and authority to perform and do any and all acts and things, whatsoever which any such attorney or substitute may deem necessary or advisable to be performed or done in connection with any or all of the above-described matters, as fully as each of the undersigned could do if personally present and acting, hereby ratifying and approving all acts of any such attorney or substitute.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/  Adam H. Clammer Adam H. Clammer	Director	September 28, 2006
/s/  Kenneth Y. Hao Kenneth Y. Hao	Director	September 28, 2006
/s/  Rex S. Jackson Rex S. Jackson	Authorized Representative in the United States	September 28, 2006

II-30

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Jose, State of California, on September 28, 2006.

AVAGO TECHNOLOGIES WIRELESS HOLDING
(LABUAN) CORPORATION

By:  /s/  Rex S. Jackson

Name: Rex S. Jackson

Title: President and Secretary

SIGNATURES AND POWERS OF ATTORNEY

Each person whose signature appears below authorizes Hock E. Tan, Mercedes Johnson and Rex S. Jackson or any of them, as his or her attorney in fact and agent, with full power of substitution and resubstitution, to execute, in his or her name and on his behalf, in any and all capacities, this Registration Statement on Form F-4 and any amendments including post-effective amendments thereto (and any additional registration statement related thereto permitted by Rule 462(b) promulgated under the Securities Act of 1933 (and all further amendments including post-effective amendments thereto)), and to file the same, with all the exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, necessary or advisable to enable the registrant to comply with the Securities Act of 1933, and any rules, regulations and requirements of the Securities and Exchange Commission, in respect thereof, in connection with the registration of the securities which are the subject of such registration statement, which amendments may make such changes in such registration statement as such attorney may deem appropriate, and with full power and authority to perform and do any and all acts and things, whatsoever which any such attorney or substitute may deem necessary or advisable to be performed or done in connection with any or all of the above-described matters, as fully as each of the undersigned could do if personally present and acting, hereby ratifying and approving all acts of any such attorney or substitute.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/  Rex S. Jackson Rex S. Jackson	President and Secretary and Director (Principal Executive Officer)	September 28, 2006
/s/  Mercedes Johnson Mercedes Johnson	Senior Vice President, Finance and Chief Financial Officer and Director (Principal Financial Officer)	September 28, 2006
/s/  Karen H. Briggs Karen H. Briggs	Vice President and Controller (Principal Accounting Officer)	September 28, 2006
/s/  Rex S. Jackson Rex S. Jackson	Authorized Representative in the United States	September 28, 2006

II-31

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Versailles, France, on September 28, 2006.

AVAGO TECHNOLOGIES HOLDINGS B.V.

By:  /s/  Jean-Marc Pesnel

Name: Jean-Marc Pesnel

Title:  Managing Director

SIGNATURES AND POWERS OF ATTORNEY

Each person whose signature appears below authorizes Hock E. Tan, Mercedes Johnson and Rex S. Jackson or any of them, as his or her attorney in fact and agent, with full power of substitution and resubstitution, to execute, in his or her name and on his behalf, in any and all capacities, this Registration Statement on Form F-4 and any amendments including post-effective amendments thereto (and any additional registration statement related thereto permitted by Rule 462(b) promulgated under the Securities Act of 1933 (and all further amendments including post-effective amendments thereto)), and to file the same, with all the exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, necessary or advisable to enable the registrant to comply with the Securities Act of 1933, and any rules, regulations and requirements of the Securities and Exchange Commission, in respect thereof, in connection with the registration of the securities which are the subject of such registration statement, which amendments may make such changes in such registration statement as such attorney may deem appropriate, and with full power and authority to perform and do any and all acts and things, whatsoever which any such attorney or substitute may deem necessary or advisable to be performed or done in connection with any or all of the above-described matters, as fully as each of the undersigned could do if personally present and acting, hereby ratifying and approving all acts of any such attorney or substitute.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/  Rex S. Jackson Rex S. Jackson	Managing Director	September 28, 2006
/s/  Mercedes Johnson Mercedes Johnson	Managing Director	September 28, 2006
/s/  Jean-Marc Pesnel Jean-Marc Pesnel	Managing Director	September 28, 2006
/s/  Europe Management Company B.V. Europe Management Company B.V.	Managing Director	September 28, 2006
/s/  Management Company Strawinsky B.V. Management Company Strawinsky B.V.	Managing Director	September 28, 2006

II-32

Signature	Title	Date
/s/  Trust International Management (T.I.M.) B.V. Trust International Management (T.I.M.) B.V.	Managing Director	September 28, 2006
/s/  Rex S. Jackson Rex S. Jackson	Authorized Representative in the United States	September 28, 2006

II-33

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Versailles, France, on September 28, 2006.

AVAGO TECHNOLOGIES STORAGE HOLDINGS B.V.

By:  /s/  Jean-Marc Pesnel

Name: Jean-Marc Pesnel

Title: Managing Director

SIGNATURES AND POWERS OF ATTORNEY

Each person whose signature appears below authorizes Hock E. Tan, Mercedes Johnson and Rex S. Jackson or any of them, as his or her attorney in fact and agent, with full power of substitution and resubstitution, to execute, in his or her name and on his behalf, in any and all capacities, this Registration Statement on Form F-4 and any amendments including post-effective amendments thereto (and any additional registration statement related thereto permitted by Rule 462(b) promulgated under the Securities Act of 1933 (and all further amendments including post-effective amendments thereto)), and to file the same, with all the exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, necessary or advisable to enable the registrant to comply with the Securities Act of 1933, and any rules, regulations and requirements of the Securities and Exchange Commission, in respect thereof, in connection with the registration of the securities which are the subject of such registration statement, which amendments may make such changes in such registration statement as such attorney may deem appropriate, and with full power and authority to perform and do any and all acts and things, whatsoever which any such attorney or substitute may deem necessary or advisable to be performed or done in connection with any or all of the above-described matters, as fully as each of the undersigned could do if personally present and acting, hereby ratifying and approving all acts of any such attorney or substitute.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/  Adam H. Clammer Adam H. Clammer	Managing Director	September 28, 2006
/s/  Kenneth Y. Hao Kenneth Y. Hao	Managing Director	September 28, 2006
/s/  Jean-Marc Pesnel Jean-Marc Pesnel	Managing Director	September 28, 2006
/s/  Rex S. Jackson Rex S. Jackson	Authorized Representative in the United States	September 28, 2006

II-34

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Versailles, France, on September 28, 2006.

AVAGO TECHNOLOGIES WIRELESS
HOLDINGS B.V.

By:  /s/  Jean-Marc Pesnel

Name: Jean-Marc Pesnel

Title:  Managing Director

SIGNATURES AND POWERS OF ATTORNEY

Each person whose signature appears below authorizes Hock E. Tan, Mercedes Johnson and Rex S. Jackson or any of them, as his or her attorney in fact and agent, with full power of substitution and resubstitution, to execute, in his or her name and on his behalf, in any and all capacities, this Registration Statement on Form F-4 and any amendments including post-effective amendments thereto (and any additional registration statement related thereto permitted by Rule 462(b) promulgated under the Securities Act of 1933 (and all further amendments including post-effective amendments thereto)), and to file the same, with all the exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, necessary or advisable to enable the registrant to comply with the Securities Act of 1933, and any rules, regulations and requirements of the Securities and Exchange Commission, in respect thereof, in connection with the registration of the securities which are the subject of such registration statement, which amendments may make such changes in such registration statement as such attorney may deem appropriate, and with full power and authority to perform and do any and all acts and things, whatsoever which any such attorney or substitute may deem necessary or advisable to be performed or done in connection with any or all of the above-described matters, as fully as each of the undersigned could do if personally present and acting, hereby ratifying and approving all acts of any such attorney or substitute.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

	Signature	Title	Date
/s/  Rex S. Jackson Rex S. Jackson		Managing Director	September 28, 2006
/s/  Mercedes Johnson Mercedes Johnson		Managing Director	September 28, 2006
/s/  Jean-Marc Pesnel Jean-Marc Pesnel		Managing Director	September 28, 2006
/s/  Europe Management Company B.V. Europe Management Company B.V.		Managing Director	September 28, 2006
/s/  Management Company Strawinsky B.V. Management Company Strawinsky B.V.		Managing Director	September 28, 2006

II-35

	Signature	Title	Date
/s/  Trust International Management (T.I.M.) B.V. Trust International Management (T.I.M.) B.V.		Managing Director	September 28, 2006
/s/  Rex S. Jackson Rex S. Jackson		Authorized Representative in the United States	September 28, 2006

II-36

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Mississauga, Ontario, Canada, on September 28, 2006.

AVAGO TECHNOLOGIES CANADA CORPORATION

By:  /s/  William Peter Visee

Name: William Peter Visee

Title:  Director

SIGNATURES AND POWERS OF ATTORNEY

Each person whose signature appears below authorizes Hock E. Tan, Mercedes Johnson and Rex S. Jackson or any of them, as his or her attorney in fact and agent, with full power of substitution and resubstitution, to execute, in his or her name and on his behalf, in any and all capacities, this Registration Statement on Form F-4 and any amendments including post-effective amendments thereto (and any additional registration statement related thereto permitted by Rule 462(b) promulgated under the Securities Act of 1933 (and all further amendments including post-effective amendments thereto)), and to file the same, with all the exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, necessary or advisable to enable the registrant to comply with the Securities Act of 1933, and any rules, regulations and requirements of the Securities and Exchange Commission, in respect thereof, in connection with the registration of the securities which are the subject of such registration statement, which amendments may make such changes in such registration statement as such attorney may deem appropriate, and with full power and authority to perform and do any and all acts and things, whatsoever which any such attorney or substitute may deem necessary or advisable to be performed or done in connection with any or all of the above-described matters, as fully as each of the undersigned could do if personally present and acting, hereby ratifying and approving all acts of any such attorney or substitute.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/  Rex S. Jackson Rex S. Jackson	President and Secretary and Director (Principal Executive Officer)	September 28, 2006
/s/  Mercedes Johnson Mercedes Johnson	Senior Vice President, Finance and Chief Financial Officer and Director (Principal Financial Officer)	September 28, 2006
/s/  Karen H. Briggs Karen H. Briggs	Vice President and Controller (Principal Accounting Officer)	September 28, 2006
/s/  William Peter Visee William Peter Visee	Director	September 28, 2006
/s/  Rex S. Jackson Rex S. Jackson	Authorized Representative in the United States	September 28, 2006

II-37

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Böblingen, Germany, on September 28, 2006.

AVAGO TECHNOLOGIES GMBH

By:  /s/  Christian Wolf
Name: Christian Wolf
Title:   Managing Director

SIGNATURES AND POWERS OF ATTORNEY

Each person whose signature appears below authorizes Hock E. Tan, Mercedes Johnson and Rex S. Jackson or any of them, as his or her attorney in fact and agent, with full power of substitution and resubstitution, to execute, in his or her name and on his behalf, in any and all capacities, this Registration Statement on Form F-4 and any amendments including post-effective amendments thereto (and any additional registration statement related thereto permitted by Rule 462(b) promulgated under the Securities Act of 1933 (and all further amendments including post-effective amendments thereto)), and to file the same, with all the exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, necessary or advisable to enable the registrant to comply with the Securities Act of 1933, and any rules, regulations and requirements of the Securities and Exchange Commission, in respect thereof, in connection with the registration of the securities which are the subject of such registration statement, which amendments may make such changes in such registration statement as such attorney may deem appropriate, and with full power and authority to perform and do any and all acts and things, whatsoever which any such attorney or substitute may deem necessary or advisable to be performed or done in connection with any or all of the above-described matters, as fully as each of the undersigned could do if personally present and acting, hereby ratifying and approving all acts of any such attorney or substitute.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

	Signature	Title	Date
/s/  Rex S. Jackson Rex S. Jackson		Managing Director	September 28, 2006
/s/  Mercedes Johnson Mercedes Johnson		Managing Director	September 28, 2006
/s/  Dietmar Welz Dietmar Welz		Managing Director	September 28, 2006
/s/  Christian Wolf Christian Wolf		Managing Director	September 28, 2006
/s/  Rex S. Jackson Rex S. Jackson		Authorized Representative in the United States	September 28, 2006

II-38

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Turin, Italy, on September 28, 2006.

AVAGO TECHNOLOGIES ITALY S.R.L.

By:  /s/  Marco Cocito
Name: Marco Cocito
Title: Managing Director,
Chairman of the Board

SIGNATURES AND POWERS OF ATTORNEY

Each person whose signature appears below authorizes Hock E. Tan, Mercedes Johnson and Rex S. Jackson or any of them, as his or her attorney in fact and agent, with full power of substitution and resubstitution, to execute, in his or her name and on his behalf, in any and all capacities, this Registration Statement on Form F-4 and any amendments including post-effective amendments thereto (and any additional registration statement related thereto permitted by Rule 462(b) promulgated under the Securities Act of 1933 (and all further amendments including post-effective amendments thereto)), and to file the same, with all the exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, necessary or advisable to enable the registrant to comply with the Securities Act of 1933, and any rules, regulations and requirements of the Securities and Exchange Commission, in respect thereof, in connection with the registration of the securities which are the subject of such registration statement, which amendments may make such changes in such registration statement as such attorney may deem appropriate, and with full power and authority to perform and do any and all acts and things, whatsoever which any such attorney or substitute may deem necessary or advisable to be performed or done in connection with any or all of the above-described matters, as fully as each of the undersigned could do if personally present and acting, hereby ratifying and approving all acts of any such attorney or substitute.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

	Signature	Title	Date
/s/  Marco Cocito Marco Cocito		Managing Director and Chairman of the Board	September 28, 2006
/s/  Rex S. Jackson Rex S. Jackson		Managing Director	September 28, 2006
/s/  Mercedes Johnson Mercedes Johnson		Managing Director	September 28, 2006
/s/  Rex S. Jackson Rex S. Jackson		Authorized Representative in the United States	September 28, 2006

II-39

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tokyo, Japan, on September 28, 2006.

AVAGO TECHNOLOGIES JAPAN, LTD.

By:  /s/  Masaaki Koike

Name: Masaaki Koike

Title:  President and Representative Director

SIGNATURES AND POWERS OF ATTORNEY

Each person whose signature appears below authorizes Hock E. Tan, Mercedes Johnson and Rex S. Jackson or any of them, as his or her attorney in fact and agent, with full power of substitution and resubstitution, to execute, in his or her name and on his behalf, in any and all capacities, this Registration Statement on Form F-4 and any amendments including post-effective amendments thereto (and any additional registration statement related thereto permitted by Rule 462(b) promulgated under the Securities Act of 1933 (and all further amendments including post-effective amendments thereto)), and to file the same, with all the exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, necessary or advisable to enable the registrant to comply with the Securities Act of 1933, and any rules, regulations and requirements of the Securities and Exchange Commission, in respect thereof, in connection with the registration of the securities which are the subject of such registration statement, which amendments may make such changes in such registration statement as such attorney may deem appropriate, and with full power and authority to perform and do any and all acts and things, whatsoever which any such attorney or substitute may deem necessary or advisable to be performed or done in connection with any or all of the above-described matters, as fully as each of the undersigned could do if personally present and acting, hereby ratifying and approving all acts of any such attorney or substitute.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

	Signature	Title	Date
/s/  Masaaki Koike Masaaki Koike		President and Representative Director (Principal Executive Officer)	September 28, 2006
/s/  Mercedes Johnson Mercedes Johnson		Senior Vice President, Finance and Chief Financial Officer and Director (Principal Financial Officer)	September 28, 2006
/s/  Karen H. Briggs Karen H. Briggs		Vice President and Controller (Principal Accounting Officer)	September 28, 2006
/s/  Rex S. Jackson Rex S. Jackson		Senior Vice President, General Counsel, and Director	September 28, 2006
/s/  Rex S. Jackson Rex S. Jackson		Authorized Representative in the United States	September 28, 2006

II-40

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Jose, State of California, on September 28, 2006.

AVAGO TECHNOLOGIES MEXICO S. DE R.L. DE C.V.

By:  /s/  Rex S. Jackson

Name: Rex S. Jackson

Title:  President and Secretary

SIGNATURES AND POWERS OF ATTORNEY

Each person whose signature appears below authorizes Hock E. Tan, Mercedes Johnson and Rex S. Jackson or any of them, as his or her attorney in fact and agent, with full power of substitution and resubstitution, to execute, in his or her name and on his behalf, in any and all capacities, this Registration Statement on Form F-4 and any amendments including post-effective amendments thereto (and any additional registration statement related thereto permitted by Rule 462(b) promulgated under the Securities Act of 1933 (and all further amendments including post-effective amendments thereto)), and to file the same, with all the exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, necessary or advisable to enable the registrant to comply with the Securities Act of 1933, and any rules, regulations and requirements of the Securities and Exchange Commission, in respect thereof, in connection with the registration of the securities which are the subject of such registration statement, which amendments may make such changes in such registration statement as such attorney may deem appropriate, and with full power and authority to perform and do any and all acts and things, whatsoever which any such attorney or substitute may deem necessary or advisable to be performed or done in connection with any or all of the above-described matters, as fully as each of the undersigned could do if personally present and acting, hereby ratifying and approving all acts of any such attorney or substitute.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

	Signature	Title	Date
/s/  Rex S. Jackson Rex S. Jackson		President and Secretary and Member of Board of Managers (Principal Executive Officer)	September 28, 2006
/s/  Mercedes Johnson Mercedes Johnson		Senior Vice President, Finance and Chief Financial Officer and Member of Board of Managers (Principal Financial Officer)	September 28, 2006
/s/  Karen H. Briggs Karen H. Briggs		Vice President and Controller (Principal Accounting Officer)	September 28, 2006
/s/  Rex S. Jackson Rex S. Jackson		Authorized Representative in the United States	September 28, 2006

II-41

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Jose, State of California, on September 28, 2006.

AVAGO TECHNOLOGIES U.K. LIMITED

By:  /s/  Rex S. Jackson

Name: Rex S. Jackson
Title:  Director

SIGNATURES AND POWERS OF ATTORNEY

Each person whose signature appears below authorizes Hock E. Tan, Mercedes Johnson and Rex S. Jackson or any of them, as his or her attorney in fact and agent, with full power of substitution and resubstitution, to execute, in his or her name and on his behalf, in any and all capacities, this Registration Statement on Form F-4 and any amendments including post-effective amendments thereto (and any additional registration statement related thereto permitted by Rule 462(b) promulgated under the Securities Act of 1933 (and all further amendments including post-effective amendments thereto)), and to file the same, with all the exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, necessary or advisable to enable the registrant to comply with the Securities Act of 1933, and any rules, regulations and requirements of the Securities and Exchange Commission, in respect thereof, in connection with the registration of the securities which are the subject of such registration statement, which amendments may make such changes in such registration statement as such attorney may deem appropriate, and with full power and authority to perform and do any and all acts and things, whatsoever which any such attorney or substitute may deem necessary or advisable to be performed or done in connection with any or all of the above-described matters, as fully as each of the undersigned could do if personally present and acting, hereby ratifying and approving all acts of any such attorney or substitute.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

	Signature	Title	Date
/s/  Rex S. Jackson Rex S. Jackson		Director	September 28, 2006
/s/  Mercedes Johnson Mercedes Johnson		Director	September 28, 2006
/s/  Rex S. Jackson Rex S. Jackson		Authorized Representative in the United States	September 28, 2006

II-42

INDEX TO EXHIBITS

2	.1	Asset Purchase Agreement, dated August 14, 2005, between Agilent Technologies, Inc. and Argos Acquisition Pte. Ltd. (incorporated herein by reference to the Exhibits filed with Agilent Technologies, Inc. Current Report on Form 8-K dated August 12, 2005 and filed August 15, 2005 (Commission File No. 001-15405)).
3	.1	Memorandum and Articles of Association of Avago Technologies (Malaysia) Sdn. Bhd. (formerly Jumbo Portfolio Sdn. Bhd.)
3	.2	Certificate and Articles of Incorporation of Avago Technologies Canada Corporation
3	.3	Bylaws of Avago Technologies Canada Corporation
3	.4	Memorandum and Articles of Association of Avago Technologies ECBU IP (Singapore) Pte. Ltd.
3	.5	Memorandum and Articles of Association of Avago Technologies Enterprise Holding (Labuan) Corporation
3	.6	Memorandum and Articles of Association of Avago Technologies Enterprise IP (Singapore) Pte. Ltd.
3	.7	Memorandum and Articles of Association of Avago Technologies Fiber Holding (Labuan) Corporation
3	.8	Memorandum and Articles of Association of Avago Technologies Fiber IP (Singapore) Pte. Ltd.
3	.9	Memorandum and Articles of Association of Avago Technologies Finance Pte. Ltd.
3	.10	Memorandum and Articles of Association of Avago Technologies General IP (Singapore) Pte. Ltd.
3	.11	Articles of Association of Avago Technologies GmbH
3	.12	Translation of Commercial Register record of Avago Technologies GmbH
3	.13	Translation of Deed of Incorporation of Argos Netherlands B.V.
3	.14	Translation of Amendment to the Articles of Incorporation of Avago Technologies Holdings B.V. (formerly Argos Netherlands B.V.), dated August 30, 2006
3	.15	Memorandum and Articles of Association of Avago Technologies Imaging Holding (Labuan) Corporation
3	.16	Memorandum and Articles of Association of Avago Technologies International Sales Pte. Limited (formerly Argos Sales (Singapore) Pte. Ltd.)
3	.17*	Incorporation Deed and Bylaws of Avago Technologies Italy S.r.l.
3	.18	Translation of Articles of Incorporation of Avago Technologies Japan, Ltd.
3	.19	Translation of Corporate Registry of Avago Technologies Japan, Ltd.
3	.20	Memorandum and Articles of Association of Avago Technologies Manufacturing Pte. Ltd.
3	.21	Public Instrument Containing the Incorporation of “Argos Operating Mexico,” Sociedad de Responsabilidad Limitada de Capital Variable
3	.22	Public Instrument Containing Change of the Corporate Name of “Argos Operating Mexico,” Sociedad de Responsabilidad Limitada de Capital Variable to “Avago Technologies Mexico,” Sociedad de Responsabilidad Limitada de Capital Variable and Amendment to the bylaws of “Avago Technologies Mexico,” Sociedad de Responsabilidad Limitada de Capital Variable
3	.23	Certificate of Incorporation of Avago Technologies Sensor (U.S.A.) Inc.
3	.24	Bylaws of Avago Technologies Sensor (U.S.A.) Inc.
3	.25	Memorandum and Articles of Association of Avago Technologies Sensor IP Pte. Ltd.
3	.26	Memorandum and Articles of Association of Avago Technologies Storage Holding (Labuan) Corporation
3	.27	Translation of Deed of Incorporation of Argos Storage Netherlands B.V.
3	.28	Translation of Amendment to the Articles of Incorporation of Avago Technologies Storage Holdings B.V. (formerly Argos Storage Netherlands B.V.), dated October 13, 2005
3	.29	Certificate and Memorandum and Articles of Association Avago Technologies UK Limited
3	.30	Certificate of Incorporation of Argos Sales Company (Delaware) Inc.
3	.31	Certificate of Amendment of “Argos Sales Company (Delaware) Inc.” changing its name from “Argos Sales Company (Delaware) Inc.” to “Avago Technologies U.S. Inc.”
3	.32	Bylaws of Avago Technologies U.S. Inc. (formerly Argos Sales Company (Delaware), Inc.)
3	.33	Certificate of Incorporation of Argos Operating Company (Delaware) Inc.

II-43

3	.34	Certificate of Amendment of “Argos Operating Company (Delaware) Inc.” changing its name from “Argos Operating Company (Delaware) Inc.” to “Avago Technologies U.S. R&D Inc.”
3	.35	Bylaws of Avago Technologies U.S. R&D Inc. (formerly Argos Operating Company (Delaware) Inc.)
3	.36	Certificate of Incorporation of Avago Technologies Wireless (U.S.A.) Inc.
3	.37	Bylaws of Avago Technologies Wireless (U.S.A.) Inc.
3	.38	Certificate of Incorporation of Avago Technologies Wireless (U.S.A.) Manufacturing Inc.
3	.39	Bylaws of Avago Technologies Wireless (U.S.A.) Manufacturing Inc.
3	.40	Memorandum and Articles of Association of Avago Technologies Wireless Holding (Labuan) Corporation
3	.41	Translation of Deed of Incorporation of Argos Wireless Netherlands B.V.
3	.42	Translation of Amendment to the Articles of Incorporation of Avago Technologies Wireless Holdings B.V. (formerly Argos Wireless Netherlands B.V.), dated August 30, 2006
3	.43	Memorandum and Articles of Association of Avago Technologies Wireless IP (Singapore) Pte. Ltd.
4	.1	Indenture, dated December 1, 2005, among Avago Technologies Finance Pte. Ltd., Avago Technologies U.S. Inc., Avago Technologies Wireless (U.S.A.) Manufacturing Inc., Guarantors named therein and The Bank of New York, as Trustee, governing the 101/8% Senior Notes and Senior Floating Rate Notes.
4	.2	Supplemental Indenture No. 1, dated April 11, 2006, among Avago Technologies Sensor IP Pte. Ltd., Avago Technologies Sensor (U.S.A.) Inc. and The Bank of New York, as Trustee, relating to the 101/8% Senior Notes and Senior Floating Rate Notes.
4	.3	Indenture, dated December 1, 2005, among Avago Technologies Finance Pte. Ltd., Avago Technologies U.S. Inc., Avago Technologies Wireless (U.S.A.) Manufacturing Inc., Guarantors named therein and The Bank of New York, as Trustee, governing the 117/8% Senior Subordinated Notes.
4	.4	Supplemental Indenture No. 1, dated April 11, 2006, among Avago Technologies Sensor IP Pte. Ltd., Avago Technologies Sensor (U.S.A.) Inc. and The Bank of New York, as Trustee, relating to the 117/8% Senior Subordinated Notes.
4	.5	Registration Rights Agreement, dated December 1, 2005, among Avago Technologies Finance Pte. Ltd., Avago Technologies U.S. Inc., Avago Technologies Wireless (U.S.A.) Manufacturing Inc., Guarantors named therein and Lehman Brothers Inc., Citigroup Global Markets Singapore Pte. Ltd., and Credit Suisse First Boston (Singapore) Limited, as Initial Holders, relating to the 101/8% Senior Notes, the Senior Floating Rate Notes and the 117/8% Senior Subordinated Notes.
5	.1*	Opinion of WongPartnership, Singapore
5	.2*	Opinion of Latham & Watkins LLP, Menlo Park, California
5	.3*	Opinion of Zaid Ibrahim & Co., Kuala Lumpur, Malaysia
5	.4*	Opinion of Loyens & Loeff, Amsterdam, the Netherlands
5	.5*	Opinion of Stikeman Elliot LLP, Toronto, Canada
5	.6*	Opinion of Latham & Watkins LLP, Hamburg, Germany
5	.7*	Opinion of Pavia E Ansaldo, Milan, Italy
5	.8*	Opinion of Latham & Watkins LLP, Tokyo, Japan
5	.9*	Opinion of Kuri Breña, Sánchez Ugarte, Corcuera y Aznar, S.C., Mexico City, Mexico
5	.10*	Opinion of Latham & Watkins LLP, London, United Kingdom
10	.1	Sublease Agreement, dated December 1, 2005, between Agilent Technologies Singapore Pte. Ltd. and Avago Technologies Manufacturing (Singapore) Pte. Ltd., relating to Avago’s facility at 1 Yishun Avenue 7, Singapore 768923.
10	.2*	Lease No.I/33183P issued by Singapore Housing and Development Board to Compaq Asia Pte Ltd in respect of the land and structures comprised in Lot 1935X of Mukim 19, dated September 26, 2000, and includes the Variation of Lease I/49501Q registered January 15, 2002, relating to Avago’s facility at 1 Yishun Avenue 7, Singapore 768923.

II-44

10	.3*	Lease No.I/31607P issued by Singapore Housing and Development Board to Compaq Asia Pte Ltd in respect of the land and structures comprised in Lot 1937C of Mukim 19, dated September 26, 2000, and includes the Variation of Lease I/49499Q registered January 16, 2002, relating to Avago’s facility at 1 Yishun Avenue 7, Singapore 768923.
10	.4*	Lease No.I/33182P issued by Singapore Housing and Development Board to Compaq Asia Pte Ltd in respect of the land and structures comprised in Lot 2134N of Mukim 19, dated September 26, 2000, and includes the Variation of Lease I/49500Q registered January 15, 2002, relating to Avago’s facility at 1 Yishun Avenue 7, Singapore 768923.
10	.5*	Lease No.I/33160P issued by Singapore Housing and Development Board to Compaq Asia Pte Ltd in respect of the land and structures comprised in Lot 1975P of Mukim 19, dated September 26, 2000, and includes the Variation of Lease I/49502Q registered January 16, 2002, relating to Avago’s facility at 1 Yishun Avenue 7, Singapore 768923.
10	.6*	Tenancy Agreement, dated October 24, 2005, between Agilent Technologies (Malaysia) Sdn. Bhd. and Avago Technologies (Malaysia) Sdn. Bhd. (f/k/a Jumbo Portfolio Sdn. Bhd.), relating to Avago’s facility at Bayan Lepas Free Industrial Zone, 11900 Penang, Malaysia.
10	.7*	Supplemental Agreement to Tenancy Agreement, dated December 1, 2005, between Agilent Technologies (Malaysia) Sdn. Bhd. and Avago Technologies (Malaysia) Sdn. Bhd. (f/k/a Jumbo Portfolio Sdn. Bhd.), relating to Avago’s facility at Bayan Lepas Free Industrial Zone, 11900 Penang, Malaysia.
10	.8*	Subdivision and Use Agreement, dated December 1, 2005, between Agilent Technologies (Malaysia) Sdn. Bhd. and Avago Technologies (Malaysia) Sdn. Bhd. (f/k/a Jumbo Portfolio Sdn. Bhd.), relating to Avago’s facility at Bayan Lepas Free Industrial Zone, 11900 Penang, Malaysia.
10	.9*	Sale and Purchase Agreement, dated December 1, 2005, between Agilent Technologies (Malaysia) Sdn. Bhd. and Avago Technologies (Malaysia) Sdn. Bhd. (f/k/a Jumbo Portfolio Sdn. Bhd.), relating to Avago’s facility at Bayan Lepas Free Industrial Zone, 11900 Penang, Malaysia.
10	.10	Lease Agreement, dated December 1, 2005, between Agilent Technologies, Inc. and Avago Technologies U.S. Inc., relating to Avago’s facility at 350 West Trimble Road, San Jose, California 95131.
10	.11	Credit Agreement, dated December 1, 2005, among Avago Technologies Finance Pte. Ltd., Avago Technologies Finance S.àr.l., Avago Technologies (Malaysia) Sdn. Bhd. (f/k/a Jumbo Portfolio Sdn. Bhd.), Avago Technologies Wireless (U.S.A.) Manufacturing Inc. and Avago Technologies U.S. Inc., as borrowers, Avago Technologies Holding Pte. Ltd., each lender from time to time parties thereto, Citicorp International Limited (Hong Kong), as Asian Administrative Agent, Citicorp North America, Inc., as Tranche B-1 Term Loan Administrative Agent and as Collateral Agent, Citigroup Global Markets Inc., as Joint Lead Arranger and Joint Lead Bookrunner, Lehman Brothers Inc., as Joint Lead Arranger, Joint Lead Bookrunner and Syndication Agent, and Credit Suisse, as Documentation Agent (“Credit Agreement”).
10	.12	Amendment No. 1 to Credit Agreement, dated December 23, 2005.
10	.13	Amendment No. 2, Consent and Waiver under Credit Agreement, date April 16, 2006.
10	.14*	Guarantee, dated December 1, 2005, among the subsidiaries signatory thereto in favor of Citicorp North America, Inc., as Collateral Agent (“Guarantee”).
10	.15*	Supplement No. 1 to Guarantee, dated May 1, 2006, among Avago Technologies Sensor IP Pte. Ltd., Avago Technologies Sensor (U.S.A.) Inc. and Citicorp North America, Inc., as Collateral Agent.
10	.16	Security Agreement, dated December 1, 2005, among Avago Technologies Wireless (U.S.A.) Manufacturing Inc., Avago Technologies U.S. Inc., each of the subsidiaries signatory thereto and Citicorp North America, Inc., as Collateral Agent (“Security Agreement”).
10	.17	Supplement No. 1 to Security Agreement, dated May 1, 2006, among Avago Technologies Wireless (U.S.A.) Manufacturing Inc., Avago Technologies U.S. Inc., Avago Technologies Sensor (U.S.A.) Inc. and Citicorp North America, Inc., as Collateral Agent.
10	.18	Equity Incentive Plan for Executive Employees of Avago Technologies Limited and Subsidiaries (Amended and Restated Effective as of April 14, 2006).
10	.19	Equity Incentive Plan for Senior Management Employees of Avago Technologies Limited and Subsidiaries (Amended and Restated Effective as of April 14, 2006).
10	.20	Form of Management Shareholders Agreement

II-45

10	.21	Form of Nonqualified Share Option Agreement Under the Amended and Restated Equity Incentive Plan for Executive Employees of Avago Technologies Limited and Subsidiaries for U.S. employees
10	.22	Form of Nonqualified Share Option Agreement Under the Equity Incentive Plan for Executive Employees of Avago Technologies Limited and Subsidiaries for employees in Singapore
10	.23	Form of Nonqualified Share Option Agreement Under the Equity Incentive Plan for Executive Employees of Avago Technologies Limited and Subsidiaries for U.S. employees granted rollover options
10	.24	Form of Nonqualified Share Option Agreement Under the Amended and Restated Equity Incentive Plan for Senior Management Employees of Avago Technologies Limited and Subsidiaries for U.S. non-employee directors
10	.25	Form of Nonqualified Share Option Agreement Under the Amended and Restated Equity Incentive Plan for Senior Management Employees of Avago Technologies Limited and Subsidiaries for non-employee directors in Singapore
10	.26	Offer Letter Agreement, dated March 28, 2006, between Avago Technologies Limited and Hock E. Tan.
10	.27	Severance Benefits Agreement, dated June 14, 2004, between Avago Technologies Limited and Mercedes Johnson.
10	.28	Form of Indemnity Agreement between Avago with its directors and certain officers
10	.29	Amended and Restated Shareholder’s Agreement, dated February 3, 2006, Avago Technologies Limited, Silver Lake Partners II Cayman, L.P., Silver Lake Technology Investors II Cayman, L.P., Integral Capital Partners VII, L.P., KKR Millennium Fund (Overseas), Limited Partnership, KKR European Fund, Limited Partnership, KKR European Fund II, Limited Partnership, KKR Partners (International), Limited Partnership, Capstone Equity Investors LLC, Avago Investment Partners, Limited Partnership, Bali Investments S.àr.l., Seletar Investments Pte. Ltd., Geyser Investment Pte Ltd and certain other Persons.
10	.30	Registration Rights Agreement, dated December 1, 2005, among Avago Technologies Limited, Silver Lake Partners II Cayman, L.P., Silver Lake Technology Investors II Cayman, L.P., Integral Capital Partners VII, L.P., KKR Millennium Fund (Overseas), Limited Partnership, KKR European Fund, Limited Partnership, KKR European Fund II, Limited Partnership, KKR Partners (International), Limited Partnership, Capstone Equity Investors LLC, Avago Investment Partners, Limited Partnership, Bali Investments S.àr.l., Seletar Investments Pte. Ltd., Geyser Investment Pte Ltd and certain other Persons.
10	.31	Advisory Agreement, dated December 1, 2005, among Avago Technologies Limited, Avago Technologies International Sales Pte. Limited, Kohlberg Kravis Roberts & Co., L.P. and Silver Lake Management Company, LLC.
10	.32	Purchase and Sale Agreement, dated October 28, 2005, among Avago Technologies Pte. Limited, Avago Technologies Storage Holding (Labuan) Corporation, other sellers, PMC-Sierra, Inc. and Palau Acquisition Corporation (“PMC Purchase and Sale Agreement”) (incorporated herein by reference to the Exhibits filed with PMC-Sierra, Inc. Current Report on Form 8-K dated October 28, 2005 and filed November 3, 2005 (Commission File No. 001-19084)).
10	.33	Amendment to PMC Purchase and Sale Agreement, dated March 1, 2006.
10	.34	Purchase and Sale Agreement, dated February 17, 2006, among Avago Technologies Limited, Avago Technologies Imaging Holding (Labuan) Corporation, other sellers, Marvell Technology Group Ltd. and Marvell International Technology Ltd. (“Marvell Purchase and Sale Agreement”) (incorporated herein by reference to the Exhibits filed with Marvell Technology Group Ltd. Annual Report on Form 10-K for the fiscal year ended December 31, 2005 filed on April 13, 2006 (Commission File No. 000-30877)).
10	.35	Amendment No. 1 to Marvell Purchase and Sale Agreement, dated April 11, 2006 (incorporated herein by reference to the Exhibits filed with Marvell Technology Group Ltd. Annual Report on Form 10-K for the fiscal year ended December 31, 2005 filed on April 13, 2006 (Commission File No. 000-30877)).
10	.36*	Master Services Agreement, dated December 1, 2005, between Avago Technologies International Sales Pte. Limited and Hewlett-Packard Company.
12	.1	Computation of Ratio of Earnings to Fixed Charges
21	.1	List of Subsidiaries
23	.1*	Consent of WongPartnership, Singapore (included as part of its opinion filed as Exhibit 5.1 hereto).
23	.2*	Consent of Latham & Watkins LLP, Menlo Park, California (included as part of its opinion filed as Exhibit 5.2 hereto)

II-46

23	.3*	Consent of Zaid Ibrahim & Co., Kuala Lumpur, Malaysia (included as part of its opinion filed as Exhibit 5.3 hereto)
23	.4*	Consent of Loyens & Loeff, Amsterdam, the Netherlands (included as part of its opinion filed as Exhibit 5.4 hereto)
23	.5*	Consent of Stikeman Elliot LLP, Toronto, Canada (included as part of its opinion filed as Exhibit 5.5 hereto)
23	.6*	Consent of Latham & Watkins LLP, Hamburg, Germany (included as part of its opinion filed as Exhibit 5.6 hereto)
23	.7*	Consent of Pavia E Ansaldo, Milan, Italy (included as part of its opinion filed as Exhibit 5.7 hereto)
23	.8*	Consent of Latham & Watkins LLP, Tokyo, Japan (included as part of its opinion filed as Exhibit 5.8 hereto)
23	.9*	Consent of Kuri Breña, Sánchez Ugarte, Corcuera y Aznar, S.C., Mexico City, Mexico (included as part of its opinion filed as Exhibit 5.9 hereto)
23	.10*	Consent of Latham & Watkins LLP, London, United Kingdom (included as part of its opinion filed as Exhibit 5.10 hereto)
23	.11	Consent of PricewaterhouseCoopers LLP
23	.12	Consent of PricewaterhouseCoopers LLP
24		Powers of Attorney (included in signature pages of this Registration Statement)
25	.1	Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of The Bank of New York with respect to the Indenture governing the 101/8% Senior Notes and Senior Floating Rate Notes.
25	.2	Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of The Bank of New York with respect to the Indenture governing the 117/8% Senior Subordinated Notes.
99	.1*	Form of Letter of Transmittal
99	.2*	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees
99	.3*	Form of Letter to Clients
99	.4*	Form of Notice of Guaranteed Delivery

*  To be filed by Amendment.

II-47

EX-3.1

Exhibit 3.1

THE COMPANIES ACT, 1965

PRIVATE COMPANY LIMITED BY SHARES

MALAYSIA

Memorandum

And

Articles of Association

of

JUMBO PORTFOLIO SDN. BHD.

Incorporated on the 26 JUL 2005

Company No.

704181      P

FORM II

COMPANIES ACT, 1965
*Section 21(2) *Section 26(1),(2)
*Section 28(9) *Section 154(1)

NOTICE OF RESOLUTION

AVAGO TECHNOLOGIES (MALAYSIA) SDN. BHD.
(FORMERLY KNOWN AS JUMBO PORTFOLIO SDN. BHD.)

To the Registrar of Companies,

At a General Meeting of the members of AVAGO TECHNOLOGIES (MALAYSIA) SDN. BHD. (FORMERLY KNOWN AS JUMBO PORTFOLIO SDN. BHD.) duly convened and held at Level 18, Menara Milenium, Jalan Damanlela, Pusat Bandar Damansarn, 50490 Kuala Lumpur on the                      day of 30 NOV 2005 the †special /†ordinary resolution set out †below/† in the annexure marked with the letter “A” and signed by me for purposes of identification ‡/was/were †duly passed/†agreed to.

ORDINARY RESOLUTION NO. 1
-INCREASE IN AUTHORISED SHARE CAPITAL

“That the Authorised Share Capital of the Company be and is hereby increased from RM250,000 divided into 250,000 ordinary shares of RM1 each to RM670,100,000 divided into 670,100,00 ordinary shares of RM1 each by the creation of 669,850,000 new ordinary shares of RM1 each and such new ordinary shares when issued, shall rank pari passu in all respects with the existing ordinary shares in the capital of the Company.”

Dated this 30 NOV 2005
	/s/ Kenneth Yeh-Kang Hao
	DIRECTOR
	KENNETH YEH-KANG HAO

Lodged by:	Intellectual Property Services Sdn. Bhd. (Company No. 238884-H)
Address:	Level 18, Menara Milenium,
	Jalan Damanlela,
	Pusat Bandar Damansara,
	50490 Kuala Lumpur.
Telephone No.	03-2094 0999

*	Strike out whichever references to sections are inapplicable.
†	Strike out whichever is in applicable.
‡	Where the copy of the resolution is annexed, the annexure is to be endorsed as follows. — “This is the annexure marked “A” marked to in the notice of resolution signed by me on the                      day of                      20                    .

Company No.

704181       P

FORM II

COMPANIES ACT, 1965
*Section 21(2) *Section 26(1),(2)
*Section 28(9) *Section 154(1)

NOTICE OF RESOLUTION

AVAGO TECHNOLOGIES (MALAYSIA) SDN. BHD.
(FORMERLY KNOWN AS JUMBO PORTFOLIO SDN. BHD.)

To the Registrar of Companies,

At a General Meeting of the members of AVAGO TECHNOLOGIES (MALAYSIA) SDN. BHD. (FORMERLY KNOWN AS JUMBO PORTFOLIO SDN. BHD.) duly convened and held at Level 18, Menara Milenium, Jalan Damanlela, Pusat Bandar Damansara, 50490 Kuala Lumpur on the                      day of 28 NOV 2005 the †special /†ordainary resolution set out †below/† in the annexure marked with the letter “A” and signed by me for purposes of identification ‡/was/were †duly passed/† agreed to.

ORDINARY RESOLUTION NO. 1
-INCREASE IN AUTHORISED SHARE CAPITAL

“That the Authorised Share Capital of the Company be and is hereby increased from RM100,000 divided into 100,000 ordinary shares of RM1 each to RM250,000 divided into 250,000 ordinary shares of RM1 each by the creation of 150,000 new ordinary shares of RM1 each and such new ordinary shares when issued, shall rank pari passu in all respects with the existing ordinary shares in the capital of the Company.”

Dated this 28 NOV 2005
	/s/ Kenneth Yeh-Kang Hao
	DIRECTOR
	KENNETH YEH-KANG HAO

Lodged by:	Intellectual Property Services Sdn. Bhd. (Company No. 238884-H)
Address:	Level 18, Menara Milenium,
	Jalan Damanlela,
	Pusat Bandar Damansara,
	50490 Kuala Lumpur.
Telephone No.	03-2094 0999

*	Strike out whichever references to sections are inapplicable.
†	Strike out whichever is in applicable.
‡	Where the copy of the resolution is annexed, the annexure is to be endorsed as follows. — “This is the annexure marked “A” marked to in the notice of resolution signed by me on the                      day of                      20

Suruhanjaya Syarikat Malaysia
Companies Commission of Malaysia

Companies Act, 1965

CERTIFICATE OF INCORPORATION OF PRIVATE COMPANY

[According To Section 11(2)(b)]

No. of Company:

704181      P

This is to certify that

JUMBO PORTFOLIO SDN. BHD.

is, on and from the 26^th day of July 2005, incorporated under the Companies Act 1965, and that the company is a company limited by shares and that the company is a private company.

Given under my hand and seal, at Kuala Lumpur this 24^th day of November 2005.

/s/ Salma Hanum Binti Ibrahim  

(SALMA HANUM BINTI IBRAHIM) 

Asst. Registrar Of Companies
Malaysia 

Suruhanjaya Syarikat Malaysia
Companies Commission of Malaysia

Companies Act, 1965

CERTIFICATE OF INCORPORATION ON CHANGE OF
NAME OF COMPANY

[Pursuant To Section 11(2)(b)]

No. of Company:

704181      P

This is to certify that

JUMBO PORTFOLIO SDN. BHD.

which was, on the 26^th day of July 2005, incorporated under the Companies Act 1965, as a private company, on the 30^th day of September 2005 changed its name to AVAGO TECHNOLOGIES (MALAYSIA) SDN. BHD. and that the company is a private company and is a company limited by shares.

Given under my hand and seal, at Kuala Lumpur this 24^th day of November 2005.

/s/ Salma Hanum Binti Ibrahim  

(SALMA HANUM BINTI IBRAHIM) 

Asst. Registrar Of Companies
Malaysia 

(1)

THE COMPANIES ACT, 1965

PRIVATE COMPANY LIMITED BY SHARES

MEMORANDUM OF ASSOCIATION

OF

JUMBO PORTFOLIO SDN. BHD.

1.	The name of the Company is JUMBO PORTFOLIO SDN. BHD.
2.	The Registered Office of the Company will be situated in Malaysia.
3.	The objects for which the Company is established are:-

(1)	To carry on business as concessionaires and merchants and to undertake, carry on, execute all kinds of commercial trading and other operations.
(2)	To purchase for instrument or resale, and to traffic in land and house and other property of any tenure and any interest therein, and to create sell, and deal in freehold and leasehold ground rents, and to make advances upon the security of land or house or other property, or any interest therein, and generally to deal in, traffic by way of sale, lease, exchange or otherwise with land and house property and any other property whether real or personal.
(3)	To acquire and hold for investment purposes shares, stocks, debenture bonds, notes, obligations and securities and every other kind and description of movable and immovable property.

(2)

And it is hereby declared that the word “company” in this clause, except where used in reference to this Company, shall be deemed to include any partnership or other body of persons whether incorporated or unincorporated and whether domiciled in Malaysia or elsewhere, and further that the objects specified in such paragraph of this clause shall be regarded as independent objects and accordingly shall, except where otherwise expressed in any paragraph, be in no wise limited or restricted by reference to, or inference from the terms of any other paragraph or the name of the Company but may be carried out in as full and ample a manner and construed just as wide a sense as if the said paragraph defined the object of a separate distinct and independent company.

4.	All the powers as stated in the Third Schedule to the Act shall apply to the Company.
5.	The liability of the members is limited.
6.	The capital of the Company is RM100,000.00 Malaysian Currency divided into 100,000 ordinary shares of RM1/- each. The shares in the original or any increased capital may be divided into several classes and there may be attached thereto respectively any preferential, deferred or other special rights, privileges, conditions or restrictions as to dividends, capital, voting or otherwise.
7.	Subject always to the respective rights, terms and conditions mentioned in Clause 6 hereof the Company shall have power to increase or reduce the capital, to consolidate or sub-divide the shares into shares of larger or smaller amounts and to issue all or any part of the original or any additional capital as fully paid or partly paid shares, and with any special or preferential rights or privileges, or subject to any special terms or conditions and either with or without any special designation, and also from time to time to alter, modify, commute, abrogate or deal with any such rights, privileges, terms, conditions, or designations in accordance with the regulations for the time being of the Company.

(3)

     We, the several persons whose names and addresses are subscribed hereto, are desirous of being formed into a company in pursuance of this Memorandum of Association, and we respectively agree to take the number of shares in the capital of the Company set opposite to our respective names.

	Number of Shares
	taken by each
Names, Addresses and Descriptions of Subscribers	subscriber.
TAN WANG TIANG (f)
462, JALAN 5/46
TAMAN PETALING
46000 PETALING JAYA
SELANGOR DARUL EHSAN
NRIC: 450211-04-5048
COMPANY DIRECTOR	ONE
NG LUI KENG @ NG JOO KENG (f)
462, JALAN 5/46
TAMAN PETALING
46000 PETALING JAYA
SELANGOR DARUL EHSAN
NRIC: 480514-04-5106
COMPANY DIRECTOR	ONE
Total number of shares taken	TWO
Dated this 19 JUL 2005

Witness to the above signatures:-
	NG JOO HOW FCCA
	I.C. NO. 4640740 (B)
	CHARTERED ACCOUNTANT
	SUITE 401, 4TH FLOOR
	MAGNUM PLAZA
	128 JALAN PUDU
	55100 KUALA LUMPUR

(4)

THE COMPANIES ACT, 1965

PRIVATE COMPANY LIMITED BY SHARES

ARTICLES OF ASSOCIATION

OF

JUMBO PORTFOLIO SDN. BHD.

TABLE A

1. Subject as hereinafter provided, the regulations contained in Table A in the Fourth Schedule of the Companies Act, 1965 shall apply to the Company with the exception of Regulations 22, 71 and 90 of Table A.

PRIVATE COMPANY

2. The Company is a private company, and accordingly:-

(a)	the right to transfer shares is restricted in the manner as prescribed in Table A.
(b)	the number o members of the Company (counting joint holders of shares as one person and not counting any person in the employment of the Company or of its subsidiary or any person who while previously in the employment of the Company or of its subsidiary was and thereafter has continued to be a member of the Company) shall be limited to fifty; provided that where two or more persons hold one or more shares in the Company jointly they shall for the purposes of this paragraph be treated as a single member.
(c)	any invitation to the public to subscribe for any shares in or debentures of the Company is prohibited.
(d)	any invitation to the public to deposit money with the Company for fixed periods or payable at call, whether bearing or not bearing interest, is prohibited.

DIRECTORS

3. (a) The number of directors shall be not less than two and not more than nine.

(b)	The first directors shall be MDM. TAN WANG TIANG and MDM. NG LUI KENG @ NG JOO KENG.
(c)	There shall be no shareholding qualification for directors.
(d)	A resolution in writing, signed by a majority of the directors for the time being entitled to receive notice of a meeting of the directors, shall be as valid and effectual as if it had been passed at a meeting of the directors duly convened and held. Any such resolution may consist of several documents in like form, each signed by one or more directors.

SECRETARY

4. (a) The first Secretaries shall be MR. NG HENG HOOI (MAICSA 7048492).

(b) The office of secretary shall become vacant if the secretary resigns his office by notice in writing to the Company.

TRANSFER OF SHARES

5. The directors may, in their absolute discretion and without assigning any reason thereof, decline to register the transfer of any share, whether or not it is a fully paid share.

(5)

     We, the several persons whose names and addresses are subscribed hereunder being subscribers hereby agree to the foregoing Articles of Association.

Names, Addresses and Descriptions of Subscribers

TAN WANG TIANG (f)
462, JALAN 5/46
TAMAN PETALING
46000 PETALING JAYA
SELANGOR DARUL EHSAN
NRIC: 450211-04-5048	COMPANY DIRECTOR
NG LUI KENG @ NG JOO KENG (f)
462, JALAN 5/46
TAMAN PETALING
46000 PETALING JAYA
SELANGOR DARUL EHSAN
NRIC: 480514-04-5106	COMPANY DIRECTOR

Dated this 19 JUL 2005

Witness to the above signatures: -

	NG JOO HOW FCCA
	I.C. NO. 4640740 (B)
	CHARTERED ACCOUNTANT
	SUITE 401, 4TH FLOOR
	MAGNUM PLAZA
	128 JALAN PUDU
	55100 KUALA LUMPUR
LODGED BY:
NJH FORMATION SERVICES
SUITE 401, 4TH FLOOR
MAGNUM PLAZA
55100 KUALA LUMPUR
TEL: 03-2078 7100

EX-3.2

Exhibit-3.2

Industry Canada Industrie Canada

Certificate	Certificat
of Incorporation	de constitution
Canada Business	Loi canadienne sur
Corporations Act	les sociétés par actions

Avago Technologies Canada Corporation	645040-7
Name of corporation-Dénomination de la société	Corporation number-Numéro de la société
I hereby certify that the above-named	Je certifie que la société susmentionnée, dont
corporation, the articles of incorporation of	les statuts constitutifs sont joints, a été
which are attached, was incorporated under	constituée en société en vertu de la
the Canada Business Corporations Act.	Loi canadienne sur les sociétés par actions.
	September 20, 2005 / le 20 septembre 2005
Richard G. Shaw	Date of Incorporation — Date de constitution
Director — Directeur

	Industry Canada	Industrie Canada	ELECTRONIC TRANSACTION REPORT	RAPPORT DE LA TRANSACTION ÉLECTRONIQUE
	Canada Business	Loi canadienne sur les
	Corporations Act	sociétés par actions	ARTICLES OF	STATUTS CONSTITUTIFS
			INCORPORATION
			(SECTION 6)	(ARTICLE 6)

Processing Type — Mode de Traitement:                 E-Commerce/Commerce-É

1.	Name of Corporation — Dénomination de la société
	Avago Technologies Canada Corporation
2.	The province or territory in Canada where the registered office is to be situated -
	La province ou le territoire au Canada où se situera le siège social
	ON
3.	The classes and any maximum number of shares that the corporation is authorized to issue -
	Catégories et le nombre maximal d’actions que la société est autorisée á à émettre
	The annexed Schedule 1 is incorporated in this form.
	L’annexe 1 ci-jointe fait partie intégrante de la présente formule.
4.	Restrictions, if any, on share transfers — Restrictions sur le transfert des actions, s’il y a lieu
	The annexed Schedule 2 is incorporated in this form.
	L’annexe 2 ci-jointe fait partie intégrante de la presente formule.
5.	Number (or minimum and maximum number) of directors — Nombre (ou nombre minimal et maximal) d’administrateurs
	Minimum: 1 Maximum: 10
6.	Restrictions, if any, on business the corporation may carry on-
	Limites imposées á l’activité commerciale de la société, s’il y a lieu
	The annexed Schedule 3 is incorporated in this form.
	L’annexe 3 ci-jointe fait partie intégrante de la présente formule.
7.	Other provisions, if any — Autres dispositions, s’il y a lieu
	The annexed Schedule 4 is incorporated in this form.
	L’annexe 4 ci-jointe fait partie intégrante de la présente formule.
8.	Incorporators — Fondateurs

Name(s) — Nom(s)	Address (including postal code) — Adresse (inclure le code postal)	Signature
TIMOTHY CHUBB	199 BAY STREET, 5300 COMMERCE COURT WEST, TORONTO, ONTARIO, CANADA, M5L 1B9	TIMOTHY CHUBB

SCHEDULE/ANNEXE 1

An unlimited number of common shares

SCHEDULE/ANNEXE 2

No share shall be transferred without either: (i) the consent of the directors of the Corporation given in accordance with this paragraph; or (ii) the consent of shareholders holding shares which carry more than 50% of the voting rights of all shares outstanding and entitled to vote at such time given in accordance with this paragraph. The consent of the directors of the Corporation under (i) above shall be expressed by a resolution passed by the directors of the Corporation or by an instrument or instruments in writing signed by all of the directors of the Corporation. The consent of the shareholders under (ii) above shall be expressed by a resolution passed by the shareholders or by an instrument or instruments in writing signed by shareholders holding more than 50% of such voting rights.

SCHEDULE/ANNEXE 3

None

SCHEDULE/ANNEXE 4

(a) The number of shareholders of the Corporation, exclusive of persons who are in its employment and exclusive of persons who, having been formerly in the employment of the Corporation, were, while in that employment, and have continued after the termination of that employment to be, shareholders of the Corporation, is limited to not more than 50, 2 or more persons who are the joint registered owners of 1 or more shares being counted as 1 shareholder;

(b) Any invitation to the public to subscribe for any securities of the Corporation is prohibited; and

(c) The directors may appoint one or more directors, who shall hold office for a term expiring not later than the close of the next annual meeting of shareholders, but the total number of directors so appointed may not exceed one third of the number of directors elected at the previous annual meeting of shareholders.

Industry Canada
Corporations Canada Industrie Canada
Corporations Canada Form 2 — Formulaire 2

Information Regarding the Registered Office and the Board of Directors
Information concernant le siège social et le conseil d’administration

(To be filed with Articles of Incorporation, Amalgamation and Continuance)
(À être utilisé pour une nouvelle constitution en société par actions, une fusion ou une prorogation)

(Sections 19, 106 and 113(1) of the CBCA - articles 19 et 106 et paragraphe 113(1) de la LCSA)

Processing Type - Mode de traitement:                E-Commerce/Commerce-É

1	Corporation name - Dénomination sociale de la société	Corporation No. - N° de la société
Avago Technologies Canada Corporation		645040-7

2	Address of registered office (must be a street address):
	Adresse du siège social (doit être une adresse municipale):
	Attention Of - À 1’attention de                Stikeman Elliott LLP
Number and Street Name - - Numéro et nom de la rue		City - Ville	Prov./Terr.	Postal Code — Code Postal
199 Bay Street, 5300 Commerce Court West		Toronto	ON	M5L 1B9

3	Mailing address (if different from the registered office):
	Adresse postale (si elle est différente de l’adresse du siége social):
	Attention Of - À l’attention de                Stikeman Elliott LLP
Number and Street Name - - Numéro et nom de la rue		City - Ville	Prov./Terr.	Postal Code - Code Postal
		Toronto	ON	M5L 1B9
199 Bay Street,
5300 Commerce Court West

4	Members of the board of directors:
	Membres du conseil d’administration:
Name	- Nom	Residential Address - Adresse domiciliaire	Canadian Resident (Y/N)
			Résident canadien (O/N)
WILLIAM PETER VISEE		5477 SHORECREST CRESCENT, MISSISSAUGA, ON, Canada, L5M 4Y6	Y
KENNETH YEH-KANG HAO		16 FARM LANE, HILLSBOROUGH, CA, U.S.A, 91010	N
ADAM HERBERT CLAMMER		1450 GREEN STREET, #8 , SAN FRANCISCO, CA, U.S.A, 94109	N

5	Declaration - Déclaration:
	I hereby certify that I have the relevant knowledge of the corporation, and that I am authorized to sign and submit this form.
	J’atteste par la prèsente que je possède une connaissance suffisante de la société et que je suis autorisé à signer et à soumettre le présent formulaire.
	Print Name - Nom en lettres moulées
	TIMOTHY CHUBB
	Telephone number - Numéro de téléphone
		/s/ Timothy Chubb
	(416)869-5206	Signature

Note: Misrepresentation constitutes an offence and, on summary conviction, a person is liable to a fine not exceeding $5000 or to imprisonment for a term not exceeding six months or both (subsection 250(1) of the CBCA).

Nota: Faire une fausse déclaration constitue une infraction et son auteur, sur déclaration de culpabilité par procédure sommaire, est passible d’une amende maximale de 5000 $ ou d’un emprisonnement maximal de six mois, ou de ces deux peines (paragraphe 250(1) de la LCSA).

EX-3.3

Exhibit-3.3

AVAGO TECHNOLOGIES CANADA CORPORATION

BY-LAW NO. 1

ARTICLE 1
INTERPRETATION

Section 1.1 Definitions.

As used in this by-law, the following terms have the following meanings:

“Act” means the Canada Business Corporations Act and the regulations under the Act, all as amended, re-enacted or replaced.

“Authorized Signatory” has the meaning specified in Section 2.2.

“Corporation” means Avago Technologies Canada Corporation.

“person” means a natural person, partnership, limited partnership, limited liability partnership, corporation, limited liability corporation, joint stock company, trust, unincorporated association, joint venture or other entity or governmental entity, and pronouns have a similarly extended meaning.

“recorded address” means (i) in the case of a shareholder or other securityholder, the shareholder’s or securityholder’s latest address as shown in the records of the Corporation, (ii) in the case of joint shareholders or other joint securityholders, the address appearing in the records of the Corporation in respect of the joint holding or, if there is more than one address in respect of the joint holding, the first address that appears, and (iii) in the case of a director, officer or auditor, the person’s latest address as shown in the records of the Corporation or, if applicable, the last notice filed with the Director under the Act.

“show of hands” means a show of hands by persons present at the meeting, the functional equivalent of a show of hands by telephonic, electronic or other means of communication and any combination of such methods.

     Terms used in this by-law that are defined in the Act have the meanings given to such terms in the Act.

Section 1.2 Interpretation.

     The division of this by-law into Articles, Sections and other subdivisions and the insertion of headings are for convenient reference only and do not affect its interpretation. Words importing the singular number include the plural and vice versa. Any reference in this by-law to gender includes all genders. In this by-law

- 2 -

the words “including”, “includes” and “include” means “including (or includes or include) without limitation”.

Section 1.3 Subject to Act and Articles.

     This by-law is subject to, and should be read in conjunction with, the Act and the articles. If there is any conflict or inconsistency between any provision of the Act or the articles and any provision of this by-law, the provision of the Act or the articles will govern.

Section 1.4 Conflict With Unanimous Shareholder Agreement.

     If there is any conflict or inconsistency between any provision of a unanimous shareholder agreement and any provision of this by-law, the provision of such unanimous shareholder agreement will govern.

ARTICLE 2
BUSINESS OF THE CORPORATION

Section 2.1 Financial Year.

     The financial year of the Corporation ends on such date of each year as the directors determine from time to time.

Section 2.2 Execution of Instruments and Voting Rights.

     Contracts, documents and instruments may be signed on behalf of the Corporation, either manually or by facsimile or by electronic means, by (ii) any one of the directors or officers or (ii) any other person authorized by the directors (each an “Authorized Signatory”). Voting rights for securities held by the Corporation may be exercised on behalf of the Corporation by any one Authorized Signatory. In addition, the directors may, from time to time, authorize any person or persons (i) to sign contracts, documents and instruments generally on behalf of the Corporation or to sign specific contracts, documents or instruments on behalf of the Corporation and (ii) to exercise voting rights for securities held by the Corporation generally or to exercise voting rights for specific securities held by the Corporation. Any Authorized Signatory, or other person authorized to sign any contract, document or instrument on behalf of the Corporation, may affix the corporate seal, if any, to any contract, document or instrument when required.

     As used in this Section, the phrase “contracts, documents and instruments” means any and all kinds of contracts, documents and instruments in written or electronic form, including cheques, drafts, orders, guarantees, notes, acceptances and bills of exchange, deeds, mortgages, hypothecs, charges, conveyances, transfers, assignments, powers of attorney, agreements, proxies, releases, receipts, discharges and certificates and all other paper writings or electronic writings.

- 3 -

Section 2.3 Banking Arrangements.

     The banking and borrowing business of the Corporation or any part of it may be transacted with such banks, trust companies or other firms or corporations as the directors determine from time to time. All such banking and borrowing business or any part of it may be transacted on the Corporation’s behalf under the agreements, instructions and delegations and by the one or more officers and other persons, that the directors authorize from time to time. This paragraph does not limit in any way the authority granted under Section 2.2.

ARTICLE 3
DIRECTORS

Section 3.1 Number of Directors.

     If the articles specify a minimum and a maximum number of directors, the number of directors is, at any time, the number within the minimum and maximum determined from time to time by special resolution or, if a special resolution empowers the directors to determine the number, by the directors. No decrease in the number of directors will shorten the term of an incumbent director.

Section 3.2 Place of Meetings.

     Meetings of directors may be held at any place in or outside Canada.

Section 3.3 Calling of Meetings.

     The chair of the board, the president, the chief executive officer or any two or more directors may call a meeting of the directors at any time. Meetings of directors will be held at the time and place as the persons calling the meeting determine.

Section 3.4 Regular Meetings.

     The directors may establish regular meetings of directors. Any resolution establishing such meetings will specify the dates, times and places of the regular meetings and will be sent to each director.

Section 3.5 Notice of Meeting.

     Subject to this section, notice of the time and place of each meeting of directors will be given to each director not less than 24 hours before the time of the meeting. No notice of meeting is required for any regularly scheduled meeting except where the Act requires the notice to specify the purpose of, or the business to be transacted at, the meeting. Provided a quorum of directors is present, a meeting of directors may be held, without notice, immediately following the annual meeting of shareholders.

     The accidental omission to give notice of any meeting of directors to, or the non-receipt of any notice by, any person, or any error in any notice not affecting the

- 4 -

substance of the notice, does not invalidate any resolution passed or any action taken at the meeting.

Section 3.6 Waiver of Notice.

     A director may waive notice of a meeting of directors, any irregularity in a notice of meeting of directors or any irregularity in a meeting of directors. Such waiver may be given in any manner and may be given at any time either before or after the meeting to which the waiver relates. Waiver of any notice of a meeting of directors cures any irregularity in the notice, any default in the giving of the notice and any default in the timeliness of the notice.

Section 3.7 Quorum.

     A majority of the number of directors in office or such greater or lesser number as the directors may determine from time to time, constitutes a quorum at any meeting of directors. Notwithstanding any vacancy among the directors, a quorum of directors may exercise all the powers of the directors.

Section 3.8 Meeting by Telephonic, Electronic or Other Communication Facility.

     A director may, if all the directors of the Corporation consent, participate in a meeting of directors by means of a telephonic, electronic or other communication facility. A director participating in a meeting by such means is deemed to be present at the meeting. Any consent is effective whether given before or after the meeting to which it relates and may be given with respect to all meetings of the directors.

Section 3.9 Chair.

     The chair of any meeting of directors is the first mentioned of the following officers that is a director and is present at the meeting:

(a)	the chair of the board; or
(b)	the president; or
(c)	a vice-president (in order of seniority).

If no such person is present at the meeting, the directors present shall choose one of their number to chair the meeting.

Section 3.10 Secretary.

     The corporate secretary, if any, will act as secretary at meetings of directors. If a corporate secretary has not been appointed or the corporate secretary is absent, the chair of the meeting will appoint a person, who need not be a director, to act as secretary of the meeting.

- 5 -

Section 3.11 Votes to Govern.

     At all meetings of directors, every question shall be decided by a majority of the votes cast. In case of an equality of votes, the chair of the meeting is not entitled to a second or casting vote.

Section 3.12 Remuneration and Expenses.

     The directors may determine from time to time, the remuneration, if any, to be paid to a director for his or her services as a director. The directors are also entitled to be reimbursed for travelling and other out-of-pocket expenses properly incurred by them in attending directors meetings, committee meetings and shareholders meetings and in the performance of other duties of directors of the Corporation. The directors may also award additional remuneration to any director undertaking special services on the Corporation’s behalf beyond the services ordinarily required of a director by the Corporation.

     A director may be employed by or provide services to the Corporation otherwise than as a director. Such a director may receive remuneration for such employment or services in addition to any remuneration paid to the director for his or her services as a director.

ARTICLE 4
COMMITTEES

Section 4.1 Committees of Directors.

     The directors may appoint from their number one or more committees and delegate to such committees any of the powers of the directors except those powers that, under the Act, a committee of directors has no authority to exercise.

Section 4.2 Proceedings.

     Meetings of committees of directors may be held at any place in or outside Canada. At all meetings of committees, every question shall be decided by a majority of the votes cast on the question. Unless otherwise determined by the directors, each committee of directors may make, amend or repeal rules and procedures to regulate its meetings including: (i) fixing its quorum, provided that quorum may not be less than a majority of its members; (ii) procedures for calling meetings; (iii) requirements for providing notice of meetings; (iv) selecting a chair for a meeting; and (v) determining whether the chair will have a deciding vote in the event there is an equality of votes cast on a question.

     Subject to a committee of directors establishing rules and procedures to regulate its meetings, Sections 3.2 to 3.11 inclusive apply to committees of directors, with such changes as are necessary.

- 6 -

ARTICLE 5
OFFICERS

Section 5.1 Appointment of Officers.

     The directors may appoint such officers of the Corporation as they deem appropriate from time to time. The officers may include any of a chair of the board, a president, a chief executive officer, one or more vice-presidents, a chief financial officer, a corporate secretary and a treasurer and one or more assistants to any of the appointed officers. No person may be the chair of the board unless that person is a director.

Section 5.2 Powers and Duties.

     Unless the directors determine otherwise, an officer has all powers and authority and will perform all functions and duties that are incident to his or her office. An officer will have such other powers, authority, functions and duties that are prescribed or delegated, from time to time, by the directors, or by other officers if authorized to do so by the directors. The directors or authorized officers may, from time to time, vary, add to or limit the powers and duties of any officer.

Section 5.3 Chair of the Board.

     If appointed, the chair of the board will preside at all directors meetings and shareholders meetings. The chair of the board will have such other powers and duties as the directors determine.

Section 5.4 President.

     If appointed, the president of the Corporation will have general supervision of the business and affairs of the Corporation. The president will have such other powers and duties as the directors determine. Subject to Section 3.10 and Section 7.9, during the absence or disability of the corporate secretary or the treasurer, or if no corporate secretary or treasurer has been appointed, the president will also have the powers and duties of the office of corporate secretary and treasurer, as the case may be.

Section 5.5 Corporate Secretary.

     If appointed, the corporate secretary will have the following powers and duties: (i) the corporate secretary will give or cause to be given, as and when instructed, all notices required to be given to shareholders, directors, officers, auditors and members of committees of directors; (ii) the corporate secretary will attend at and be the secretary of all meetings of directors, shareholders, and committees of directors and shall have the minutes of all proceedings at such meetings entered in the books and records kept for that purpose; and (iii) the corporate secretary will be the custodian of any corporate seal of the Corporation and of all books, papers, records, documents, and instruments belonging to the

- 7 -

Corporation, except when another officer or agent has been appointed for that purpose. The corporate secretary will have such other powers and duties as the directors or the president of the Corporation determine.

Section 5.6 Treasurer.

     If appointed, the treasurer of the Corporation will have the following powers and duties: (i) the treasurer will ensure that the Corporation prepares and maintains adequate accounting records in compliance with the Act; (ii) the treasurer will also be responsible for the deposit of money, the safekeeping of securities and the disbursement of the funds of the Corporation; and (iii) at the request of the directors, the treasurer will render an account of all the treasurer’s transactions and of the financial position of the Corporation. The treasurer will have such other powers and duties as the directors or the president of the Corporation determine.

Section 5.7 Removal of Officers.

     The directors may remove an officer from office at any time, with or without cause. Such removal is without prejudice to the officer’s rights under any employment contract with the Corporation.

ARTICLE 6
PROTECTION OF DIRECTORS, OFFICERS AND OTHERS

Section 6.1 Limitation of Liability.

     Subject to the Act and other applicable law, no director or officer is liable for (i) the acts, omissions, receipts, failures, neglects or defaults of any other director, officer or employee; (ii) joining in any receipt or other act for conformity; (iii) any loss, damage or expense happening to the Corporation through the insufficiency or deficiency of title to any property acquired for or on behalf of the Corporation; (iv) the insufficiency or deficiency of any security in or upon which any of the monies of the Corporation shall be invested; (v) any loss or damage arising from the bankruptcy, insolvency or tortious acts of any person with whom any of the monies, securities or effects of the Corporation shall be deposited; or (vi) any loss occasioned by any error of judgment or oversight on his part, or for any other loss, damage or misfortune whatever which shall happen in the execution of the duties of his office or in relation to his office.

Section 6.2 Indemnity.

     The Corporation will indemnify any director or officer of the Corporation, any former director or officer of the Corporation or another individual who acts or acted at the Corporation’s request as a director of officer, or in a similar capacity, of another entity to the fullest extent permitted by the Act. The Corporation is authorized to execute agreements in favour of any of the foregoing persons evidencing the terms of the indemnity. Nothing in this by-law limits the right of any

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person entitled to indemnity to claim indemnity apart from the provisions of this by-law.

Section 6.3 Insurance.

     The Corporation may purchase and maintain insurance for the benefit of any person referred to in Section 6.2 against such liabilities and in such amounts as the directors may determine and as are permitted by the Act.

ARTICLE 7
SHAREHOLDERS

Section 7.1 Calling Annual and Special Meetings.

     Any two or more of the directors and each of the chair of the board, the president and the chief executive officer have the power to call annual meetings of shareholders and special meetings of shareholders. Annual meetings of shareholders and special meetings of shareholders will be held on the date and at the time and place in Canada as the persons calling the meeting determine.

Section 7.2 Electronic Meetings.

     Meetings of shareholders may be held entirely by means of telephonic, electronic or other communications facility that permits all participants to communicate adequately with each other during the meeting. The directors may establish procedures regarding the holding of meetings of shareholders by such means.

Section 7.3 Notice of Meetings.

     If the Corporation is not a distributing corporation, the time period to provide notice of the time and place of a meeting of shareholders is not less than 48 hours and not more than sixty (60) days before the meeting.

     The accidental omission to give notice of any meeting of shareholders to, or the non-receipt of any notice by, any person, or any error in any notice not affecting the substance of the notice, does not invalidate any resolution passed or any action taken at the meeting.

Section 7.4 Waiver of Notice.

     A shareholder, a proxyholder, a director or the auditor and any other person entitled to attend a meeting of shareholders may waive notice of a meeting of shareholders, any irregularity in a notice of meeting of shareholders or any irregularity in a meeting of shareholders. Such waiver may be waived in any manner and may be given at any time either before or after the meeting to which the waiver relates. Waiver of any notice of a meeting of shareholders cures any

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irregularity in the notice, any default in the giving of the notice and any default in the timeliness of the notice.

Section 7.5 Representatives.

     No representative of a shareholder that is a body corporate or an association will be recognized unless (i) a certified copy of the resolution of the directors or governing body of the body corporate or association, or a certified copy of an extract from the by-laws of the body corporate or association, authorizing the representative to represent the body corporate or association is deposited with the Corporation, or (ii) the authorization of the representative is established in another manner that is satisfactory to the corporate secretary or the chair of the meeting.

Section 7.6 Persons Entitled to be Present.

     The only persons entitled to be present at a meeting of shareholders are those persons entitled to vote at the meeting, the directors, the auditor of the Corporation and others who, although not entitled to vote, are entitled or required under any provision of the Act or the articles or by-laws to be present at the meeting. Any other person may be admitted only with the consent of the chair of the meeting or the persons present who are entitled to vote at the meeting.

Section 7.7 Quorum.

     A quorum of shareholders is present at a meeting of shareholders if the holders of not less than 51% of the shares entitled to vote at the meeting are present in person or represented by proxy, irrespective of the number of persons actually present at the meeting.

Section 7.8 Proxies.

     A proxy shall comply with the requirements of the Act and other applicable law and will be in such form as the directors may approve from time to time or such other form as may be acceptable to the chair of the meeting at which the instrument of proxy is to be used. A proxy will be acted on only if it is deposited with the Corporation or its agent prior to the time specified in the notice calling the meeting at which the proxy is to be used or, if no time is specified in the notice, it is deposited with the corporate secretary or the chair of the meeting or any adjournment of the meeting prior to the time of voting.

Section 7.9 Chair, Secretary and Scrutineers.

     The chair of any meeting of shareholders is the first mentioned of the following officers that is a shareholder or a director and is present at the meeting:

(a)	the chair of the board;
(b)	the president; or

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(c) a vice-president (in order of seniority).

If no such person is present at the meeting, the persons present who are entitled to vote shall choose a director who is present, or a shareholder who is present, to chair the meeting.

     The corporate secretary, if any, will act as secretary at meetings of shareholders. If a corporate secretary has not been appointed or the corporate secretary is absent, the chair of the meeting will appoint a person, who need not be a shareholder, to act as secretary of the meeting.

     If desired, the chair of the meeting may appoint one or more persons, who need not be shareholders, to act as scrutineers at any meeting of shareholders. The scrutineers will determine the number of shares held by persons entitled to vote who are present at the meeting and the existence of a quorum. The scrutineers will also receive, count and tabulate all ballots, determine the result of a vote by ballot, and do such acts as are necessary to conduct the vote in an equitable manner. The decision of a majority of the scrutineers shall be conclusive and binding upon the meeting and a declaration or certificate of the scrutineers will be conclusive evidence of the facts declared or stated in it.

Section 7.10 Procedure.

     The chair of a meeting of shareholders will conduct the meeting and determine the procedure to be followed at the meeting. The chair’s decision on all matters or things, including any questions regarding the validity or invalidity of a form of proxy or other instrument appointing a proxy, shall be conclusive and binding upon the meeting of shareholders.

Section 7.11 Manner of Voting.

     Subject to the Act and other applicable law, any question at a meeting of shareholders shall be decided by a show of hands, unless a ballot on the question is required or demanded. Subject to the Act and other applicable law, the chair of the meeting may require a ballot or any person who is present and entitled to vote may demand a ballot on any question at a meeting of shareholders. The requirement or demand for a ballot may be made either before or after any vote on the question by a show of hands. A ballot will be taken in the manner the chair of the meeting directs. A requirement or demand for a ballot may be withdrawn at any time prior to the taking of the ballot. The result of such ballot shall be the decision of the shareholders upon the question.

     In the case of a vote by a show of hands, each person present who is entitled to vote has one vote. If a ballot is taken, each person present who is entitled to vote is entitled to the number of votes that are attached to the shares which such person is entitled to vote at the meeting.

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Section 7.12 Votes to Govern.

     Any question at a meeting of shareholders shall be decided by a majority of the votes cast on the question unless the articles, the by-laws, the Act or other applicable law requires otherwise. In case of an equality of votes either when the vote is by a show of hands or when the vote is by a ballot the chair of the meeting is not entitled to a second or casting vote.

Section 7.13 Adjournment.

     The chair of any meeting of shareholders may, with the consent of the persons present who are entitled to vote at the meeting, adjourn the meeting from time to time and place to place, subject to such conditions as such persons may decide. Any adjourned meeting is duly constituted if held in accordance with the terms of the adjournment and a quorum is present at the adjourned meeting. Any business may be considered and transacted at any adjourned meeting which might have been considered and transacted at the original meeting of shareholders.

ARTICLE 8
SECURITIES

Section 8.1 Form of Security Certificates.

     Subject to the Act, security certificates will be in the form that the directors approve from time to time or that the Corporation adopts.

Section 8.2 Transfer of Shares.

     No transfer of a security issued by the Corporation will be registered except upon (i) presentation of the security certificate representing the security with an endorsement which complies with the Act, together with such reasonable assurance that the endorsement is genuine and effective as the directors may require, (ii) payment of all applicable taxes and fees and (iii) compliance with the articles of the Corporation. If no security certificate has been issued by the Corporation in respect of a security issued by the Corporation, clause (i) above may be satisfied by presentation of a duly executed security transfer power, together with such reasonable assurance that the security transfer power is genuine and effective as the directors may require.

Section 8.3 Lien for Indebtedness.

     If the articles provide that the Corporation has a lien on shares registered in the name of a shareholder or the shareholder’s personal representative for a debt of that shareholder to the Corporation, such lien may be enforced, subject to applicable law, as follows:

(a) where such shares are redeemable pursuant to the articles, by redeeming such shares and applying the redemption price to the debt;

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(b)	by purchasing such shares for cancellation for a price equal to the book value of such shares and applying the proceeds to the debt;
(c)	by selling such shares to any third party whether or not such party is at arm’s length to the Corporation for the best price which the directors in their sole discretion consider to be obtainable for such shares and applying the proceeds to the debt;
(d)	by refusing to permit the registration of a transfer of such shares until the debt is paid; and
(e)	by any other means permitted by law.

ARTICLE 9
PAYMENTS

Section 9.1 Payments of Dividends and Other Distributions.

     Any dividend or other distribution payable in cash to shareholders will be paid by cheque or by electronic means or by such other method as the directors may determine. The payment will be made to or to the order of each registered holder of shares in respect of which the payment is to be made. Cheques will be sent to the registered holder’s recorded address, unless the holder otherwise directs. In the case of joint holders, the payment will be made to the order of all such joint holders and, if applicable, sent to them at their recorded address, unless such joint holders otherwise direct. The sending of the cheque or the sending of the payment by electronic means or the sending of the payment by a method determined by the directors in an amount equal to the dividend or other distribution to be paid less any tax that the Corporation is required to withhold will satisfy and discharge the liability for the payment, unless payment is not made upon presentation, if applicable.

Section 9.2 Non-Receipt of Payment.

     In the event of non-receipt of any payment made as contemplated by Section 9.1 by the person to whom it is sent, the Corporation will issue re-payment to such person for a like amount. The directors may determine, whether generally or in any particular case, the terms on which any re-payment may be made, including terms as to indemnity, reimbursement of expenses, and evidence of non-receipt and of title.

Section 9.3 Unclaimed Dividends.

     To the extent permitted by law, any dividend or other distribution that remains unclaimed after a period of 6 years from the date on which the dividend has been declared to be payable is forfeited and will revert to the Corporation.

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ARTICLE 10
MISCELLANEOUS

Section 10.1 Notices.

     Any notice, communication or document required to be given, delivered or sent by the Corporation to any director, officer, shareholder, auditor or other person is sufficiently given, delivered or sent if delivered personally, or if delivered to the person’s recorded address, or if mailed to the person at the person’s recorded address by prepaid mail, or if otherwise communicated by electronic means permitted by the Act. The directors may establish procedures to give, deliver or send a notice, communication or document to any director, officer, shareholder, auditor or other person by any means of communication permitted by the Act or other applicable law. In addition, any notice, communication or document may be delivered by the Corporation in the form of an electronic document; provided that the requirements of applicable law in respect of such document and its delivery have been complied with.

Section 10.2 Notice to Joint Holders.

     If two or more persons are registered as joint holders of any security, any notice will be addressed to all such joint holders but notice addressed to one of them constitutes sufficient notice to all of them.

Section 10.3 Computation of Time.

     In computing the date when notice must be given when a specified number of days’ notice of any meeting or other event is required, the date of giving the notice is excluded and the date of the meeting or other event is included.

Section 10.4 Persons Entitled by Death or Operation of Law.

     Every person who, by operation of law, transfer, death of a securityholder or any other means whatsoever, becomes entitled to any security, is bound by every notice in respect of such security which has been given to the securityholder from whom the person derives title to such security. Such notices may have been given before or after the happening of the event upon which they became entitled to the security.

ARTICLE 11
EFFECTIVE DATE

Section 11.1 Effective Date.

     This by-law comes into force when made by the directors in accordance with the Act.

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     This by-law was made by resolution of the directors on September 21, 2005.

/s/ Adam Herbert Clammer

Name: Adam Herbert Clammer

Office: Secretary

     This by-law was confirmed by ordinary resolution of the shareholder on September 21, 2005.

/s/ Adam Herbert Clammer

Name: Adam Herbert Clammer

Office: Secretary

EX-3.4

Exhibit-3.4

No. of Company: 200512325K

THE COMPANIES ACT, CAP. 50

PRIVATE COMPANY LIMITED BY SHARES

MEMORANDUM

AND

ARTICLES OF ASSOCIATION

OF

AVAGO TECHNOLOGIES ECBU IP (SINGAPORE) PTE. LTD.

Incorporated on the 5^th day of September 2005

Lodged in the Office of the Accounting & Corporate Regulatory Authority, Singapore

WONGPARTNERSHIP
Advocates & Solicitors × Commissioner for Oaths × Notary Public
Agents for Trade Marks
80 Raffles Place
#58-01 UOB Plaza 1
Singapore 048624
Telephone: 64168 000
Facsimile: 6532 5711
Email: wonglaw@singnet.com.sg
Website :www.wongpartnership.com.sg

THE COMPANIES ACT, CAP. 50

AVAGO TECHNOLOGIES ECBU IP (SINGAPORE) PTE. LTD.

RESOLUTION PASSED ON 29 NOVEMBER 2005

At an Extraordinary General Meeting of the Company held on 29 November 2005, the following resolution was passed as special resolution:

SPECIAL RESOLUTION

AMENDMENT TO ARTICLES OF ASSOCIATION

That the Articles of Association of the Company be and are hereby amended by deleting the existing Article 5 in its entirety and substituting therefor the following new Article 5:

5.     The authorised capital of the Company is S$500,000,000.00 divided into 500,000,000 ordinary shares of S$1.00 each.

Signed:

Kenneth Y. Hao
Director

THE COMPANIES ACT, CAP. 50

AVAGO TECHNOLOGIES ECBU IP (SINGAPORE) PTE. LTD.

RESOLUTION PASSED ON 28 SEPTEMBER 2005

At an Extraordinary General Meeting of the Company held on 28 September 2005, the following resolution was passed as special resolution:

SPECIAL RESOLUTION

CHANGE OF NAME

That, subject to the approval of the Registrar of Companies, the name of the Company be changed to Avago Technologies ECBU IP (Singapore) Pte. Ltd. and that the name Avago Technologies ECBU IP (Singapore) Pte. Ltd. be substituted for Argos ECBU IP (Singapore) Pte. Ltd. wherever the latter name appears in the Company’s Memorandum and Articles of Association.

Signed:

Jeswant Singh s/o Darshan Singh
Director

ACCOUNTING AND CORPORATE REGULATORY AUTHORITY
(ACRA)

Company No: 200512325K

CERTIFICATE CONFIRMING INCORPORATION OF COMPANY UNDER THE NEW NAME

This is to confirm that ARGOS ECBU IP (SINGAPORE) PTE. LTD. incorporated under the Companies Act on 05/09/2005 did by a special resolution resolve to change its name to AVAGO TECHNOLOGIES ECBU IP (SINGAPORE) PTE. LTD. and that the company is now known by its new name with effect from 29/09/2005.

GIVEN UNDER MY HAND AND SEAL ON 03/09/2005.

-s- Shirlyn Lim
SHIRLYN LIM
ASSISTANT REGISTRAR
ACCOUNTING AND CORPORATE REGULATORY AUTHORITY (ACRA)
SINGAPORE

ACCOUNTING AND CORPORATE REGULATORY AUTHORITY
(ACRA)

Company No: 200512325K

CERTIFICATE CONFIRMING INCORPORATION OF COMPANY

This is to confirm that ARGOS ECBU IP (SINGAPORE) PTE. LTD. is incorporated under the Companies Act (Cap 50), on and from 05/09/2005 and that the company is a PRIVATE COMPANY LIMITED BY SHARES.

GIVEN UNDER MY HAND AND SEAL ON 06/09/2005.

-s- Shirlyn Lim
SHIRLYN LIM
ASSISTANT REGISTRAR
ACCOUNTING AND CORPORATE REGULATORY AUTHORITY (ACRA)
SINGAPORE

THE COMPANIES ACT, CAP. 50

PRIVATE COMPANY LIMITED BY SHARES

MEMORANDUM OF ASSOCIATION

of

ARGOS ECBU IP (SINGAPORE) PTE. LTD.

     1. The name of the Company is ARGOS ECBU IP (SINGAPORE) PTE. LTD.

     2. The Registered Office of the Company will be situate in the Republic of Singapore.

     3. The liability of the members is limited.

     4. The original capital of the Company is S$1,000,000.00 divided into 1,000,000 ordinary shares of S$1.00 each, and the Company shall have power to increase or reduce the capital to consolidate or subdivide the shares into shares of larger or smaller amounts, and to issue all or any part of the original or any additional capital as fully paid or partly paid shares and with any special or preferential rights or privileges or subject to any special terms or conditions, and either with or without any special designation, and also from time to time to alter, modify, commute, abrogate or deal with any such rights, privileges, terms, conditions or designations in accordance with the regulations for the time being of the Company.

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I, the person whose name, address and occupation are subscribed, am desirous of being formed into a Company in pursuance of this Memorandum of Association and agree to take the number of shares in the capital of the Company set opposite my name:-

—
NAME AND ADDRESS	NUMBER OF SHARES TAKEN
OF SUBSCRIBER	BY SUBSCRIBER
—
-s- Lee Peek Sze Christine Lee Peek Sze Christine		One
8 Lakepoint Drive
#03-43
Singapore 648926
Advocate & Solicitor
—
TOTAL NUMBER OF SHARES TAKEN:		One
—

Dated this 2^nd day of September 2005.

Witness to the above signature:

-s- Low Kah Keong
Low Kah Keong

Advocate & Solicitor

c/o WongPartnership

Advocates & Solicitors

80 Raffles Place

#58-01 UOB Plaza 1

Singapore 048624

2

THE COMPANIES ACT, CAP. 50

PRIVATE COMPANY LIMITED BY SHARES

ARTICLES OF ASSOCIATION

of

ARGOS ECBU IP (SINGAPORE) PTE. LTD.

PRELIMINARY
1. The regulations contained in Table “A” in the Fourth Schedule to the Companies Act, Cap. 50 shall not apply to the Company, but the following shall subject to repeal, addition and alteration as provided by the Act or these Articles be the regulations of the Company.			Table “A” not to apply
2. In these Articles, if not inconsistent with the subject or context, the words standing in the first column of the Table next hereinafter contained shall bear the meanings set opposite to them respectively in the second column thereof -			Interpretation
WORDS		MEANINGS
the “Act”	..	The Companies Act, Cap. 50 or any statutory modification, amendment or re-enactment thereof for the time being in force or any and every other act for the time being in force concerning companies and affecting the Company and any reference to any provision of the Act is to that provision as so modified, amended or re-enacted or contained in any such subsequent Companies Act.
these “Articles”	..	These Articles of Association or other regulations of the Company for the time being in force.
the “Company”	..	The abovenamed Company by whatever name from time to time called.
“Directors”	..	The Directors for the time being of the Company or such number of them as have authority to act for the Company.
“Director”	..	Includes any person acting as a Director of the Company and includes any person duly appointed and acting for the time being as an Alternate Director.
“Dividend”	..	Includes bonus.

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“electronic communication”	..	Communication transmitted (whether from one person to another, from one device to another, from a person to a device or from a device to a person):-
		(a) by means of a telecommunication system; or
		(b) by other means but while in an electronic form,
		such that it can (where particular conditions are met) be received in legible form or be made legible following receipt in non-legible form.
“Member”	..	A member of the Company.
“Month”	..	Calendar month.
“Office”	..	The Registered Office of the Company for the time being.
“Ordinary Resolution”	..	A resolution not being a Special Resolution which is, or which is to be, passed by a majority of Members as, being entitled to do so, vote in person or by proxy at a General Meeting.
“Paid Up”	..	Includes credited as paid up.
“Register”	..	The Register of Members.
“Seal”	..	The Common Seal of the Company or in appropriate cases the Official Seal or duplicate Common Seal.
“Secretary”	..	The Secretary or Secretaries appointed under these Articles and shall include
		any person entitled to perform the duties of Secretary temporarily.
“Singapore”	..	The Republic of Singapore.
“Special Resolution”	..	Has the meaning given in Section 184 of the Act.
“telecommunication system”	..	Has the meaning as in the Telecommunications Act (Chapter 323) or any statutory modification, amendment or re-enactment thereof for the time being in force.
“Writing” and “Written”	..	Includes printing, lithography, typewriting and any other mode of representing or reproducing words in a visible form, including electronic communication.
“Year”	..	Calendar Year.
Words denoting the singular number only shall include the plural and vice versa.

2

Words denoting the masculine gender only shall include the feminine gender.
Words denoting persons shall include corporations.
Save as aforesaid, any word or expression used in the Act and the Interpretation Act, Cap. 1 shall, if not inconsistent with the subject or context, bear the same meaning in these Articles.
The headnotes and marginal notes are inserted for convenience only and shall not affect the construction of these Articles.
BUSINESS
3. Subject to the provisions of the Act, any branch or kind of business may be undertaken by the Directors at such time or times as they shall think fit, and further may be suffered by them to be in abeyance, whether such branch or kind of business may have been actually commenced or not, so long as the Directors may deem it expedient not to commence or proceed with such branch or kind of business.			Any branch or kind of business may be undertaken by Directors.
PRIVATE COMPANY
4. The Company is a private company, and accordingly:			Limited number of members and
	(a)	the number of the Members of the Company (not including persons who are in the employment of the Company or of its subsidiary and persons who having been formerly in the employment of the Company or of its subsidiary were while in the employment and have continued after the determination of that employment to be Members of the Company) shall be limited to fifty Provided that for the purposes of this provision where two (2) or more persons hold one or more shares in the Company jointly they shall be treated as a single Member; and	restrictions on the transfer of shares.
	(b)	the right to transfer the shares of the Company shall be restricted in the manner hereinafter appearing.
SHARES
5. The authorised capital of the Company is S$1,000,000.00 divided into 1,000,000 ordinary shares of S$1.00 each.			Authorised Share Capital.
6. Except as is otherwise expressly permitted by the Act, the Company shall not give, whether directly or indirectly and whether by means of the making of a loan, the giving of a guarantee, the provision of security, the release of an obligation or the release of a debt or otherwise, any financial assistance for the purpose of, or in connection with, the acquisition or proposed acquisition of shares or units of shares in the Company or its holding company.			Prohibition of dealing in its own shares.
7. Save as provided by Section 161 of the Act, no shares may be issued by the Directors without the prior approval of the Company in General Meeting but subject thereto and to the provisions of these Articles, the Directors may allot or grant options			Issue of Shares.

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over or otherwise dispose of the same to such persons on such terms and conditions and either at a premium or at par and (subject to the provisions of the Act) at a discount and at such time as the Company in General Meeting may approve.
8. The rights attached to shares issued upon special conditions shall be clearly defined in the Memorandum of Association or these Articles. Without prejudice to any special right previously conferred on the holders of any existing shares or class of shares but subject to the Act and these Articles, shares in the Company may be issued by the Directors and any such shares may be issued with such preferred, deferred, or other special rights or such restrictions, whether in regard to dividend, voting, return of capital or otherwise as the Directors determine.	Special Rights.
9. If at any time the share capital is divided into different classes, the rights attached to any class (unless otherwise provided by the terms of issue of the shares of that class) may subject to the provisions of the Act, whether or not the Company is being wound up, be varied or abrogated with the sanction of a Special Resolution passed at a separate General Meeting of the holders of shares of the class and to every such Special Resolution the provisions of Section 184 of the Act shall with such adaptations as are necessary apply. To every such separate General Meeting the provisions of these Articles relating to General Meetings shall mutatis mutandis apply; but so that the necessary quorum shall be two (2) persons (unless all the shares of the class are held by one person whereupon no quorum is applicable) at least holding or representing by proxy or by attorney one-third of the issued shares of the class and that any holder of shares of the class present in person or by proxy or by attorney may demand a poll Provided always that where the necessary majority for such a Special Resolution is not obtained at the Meeting, consent in writing if obtained from the holders of three-fourths of the issued shares of the class concerned, within two (2) months of the Meeting shall be as valid and effectual as a Special Resolution, carried at the Meeting.	Variation of rights.
10. The rights conferred upon the holders of the shares of any class issued with preferred or other rights shall, unless otherwise expressly provided by the terms of issue of the shares of that class or by these Articles as are in force at the time of such issue, be deemed to be varied by the creation or issue of further shares ranking equally therewith.	Creation or issue of further shares with special rights.
11. The Company may exercise the powers of paying commission conferred by the Act, provided that the rate per cent or the amount of the commission paid or agreed to be paid shall be disclosed in the manner required by the Act and the commission shall not exceed the rate of ten per cent of the price at which the shares in respect whereof the same is paid are issued or an amount equal to ten per cent of that price (as the case may be). Such commission may be satisfied by the payment of cash or the allotment of fully or partly paid shares or partly in one way and partly in the other. The Company may also on any issue of shares pay such brokerage as may be lawful.	Power to pay commission and brokerage.
12. If any shares of the Company are issued for the purpose of raising money to defray the expenses of the construction of any works or the provisions of any plant which cannot be made profitable for a long period, the Company may, subject to the conditions and restrictions mentioned in the Act pay interest on so much of the share capital as is for the time being paid up and may charge the same to capital as part of the cost of the construction or provision.	Power to charge interest on capital.
13. Except as required by law, no person shall be recognised by the Company as holding any share upon any trust and the Company shall not be bound by or compelled in any way to recognise (even when having notice thereof) any equitable, contingent, future or partial interest in any share or any interest in any fractional part of a share or (except only as by these Articles or by law otherwise provided) any other rights in respect of any share, except an absolute right to the entirety thereof in the registered holder.	Exclusion of equities.

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14. If two (2) or more persons are registered as joint holders of any share any one of such persons may give effectual receipts for any dividend payable in respect of such share and the joint holders of a share shall, subject to the provisions of the Act, be severally as well as jointly liable for the payment of all instalments and calls and interest due in respect of such shares. Such joint holders shall be deemed to be one Member and the delivery of a certificate for a share to one of several joint holders shall be sufficient delivery to all such holders.	Joint holders.
15. No person shall be recognised by the Company as having title to a fractional part of a share or otherwise than as the sole or a joint holder of the entirety of such share.	Fractional part of a share.
16. If by the conditions of allotment of any shares the whole or any part of the amount of the issue price thereof shall be payable by instalments every such instalment shall, when due, be paid to the Company by the person who for the time being shall be the registered holder of the share or his personal representatives, but this provision shall not affect the liability of any allottee who may have agreed to pay the same.	Payment of instalments.
17. The certificate of title to shares in the capital of the Company shall be issued under the Seal in such form as the Directors shall from time to time prescribe and shall bear the autographic or facsimile signatures of at least one Director and the Secretary or some other person appointed by the Directors, and shall specify the number and class of shares to which it relates and the amounts paid thereon. The facsimile signatures may be reproduced by mechanical or other means provided the method or system of reproducing signatures has first been approved by the Auditors of the Company.	Share certificates.
18. Every person whose name is entered as a Member in the Register shall be entitled within two (2) months after allotment or within one month after the lodgment of any transfer to one certificate for all his shares of any one class or to several certificates in reasonable denominations each for a part of the shares so allotted or transferred. Where a Member transfers part only of the shares comprised in a certificate or where a Member requires the Company to cancel any certificate or certificates and issue new certificates for the purpose of subdividing his holding in a different manner the old certificate or certificates shall be cancelled and a new certificate or certificates for the balance of such shares issued in lieu thereof and the Member shall pay a fee not exceeding $2/- for each such new certificate as the Directors may determine.	Entitlement to certificates.
19. If any certificate or other document of title to shares or debentures be worn out or defaced, then upon production thereof to the Directors, they may order the same to be cancelled and may issue a new certificate in lieu thereof. For every certificate so issued there shall be paid to the Company the amount of the proper duty, if any, with which such certificate is chargeable under any law for the time being in force relating to stamps together with a further fee not exceeding $2/- as the Directors may determine. Subject to the provisions of the Act and the requirements of the Directors thereunder, if any certificate or document be lost or destroyed or stolen, then upon proof thereof to the satisfaction of the Directors and on such indemnity as the Directors deem adequate being given, and on the payment of the amount of the proper duty with which such certificate or document is chargeable under any law for the time being in force relating to stamps together with a further fee not exceeding $2/- as the Directors may determine, a new certificate or document in lieu thereof shall be given to the person entitled to such lost or destroyed or stolen certificate or document.	New certificates may be issued.
RESTRICTION ON TRANSFER OF SHARES
20. Subject to the restrictions of these Articles, any Member may transfer all or any	Form of Transfer.

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of his shares, but every transfer must be in writing and in the usual common form, or in any other form which the Directors may approve. The instrument of transfer of a share shall be signed both by the transferor and by the transferee, and by the witness or witnesses thereto and the transferor shall be deemed to remain the holder of the share until the name of the transferee is entered in the Register in respect thereof. Shares of different classes shall not be comprised in the same instrument of transfer.
21. All instruments of transfer which shall be registered shall be retained by the Company, but any instrument of transfer which the Directors may refuse to register shall (except in any case of fraud) be returned to the party presenting the same.			Retention of Transfers.
22. No share shall in any circumstances be transferred to any infant or bankrupt or person of unsound mind.			Infant, bankrupt or unsound mind.
23. The Directors may, in their absolute discretion, decline to register any transfer of shares on which the Company has a lien or to a person of whom they do not approve but shall in such event, within one month after the date on which the transfer was lodged with the Company, send to the transferor and transferee notice of the refusal. If the Directors refuse to register a transfer they shall within one month of the date of application for the transfer by notice in writing to the applicant state the facts which are considered to justify the refusal to register the transfer.			Directors’ power to decline to register.
24. The Directors may decline to register any instrument of transfer unless:			Instrument of transfer.
	(a)	such fee not exceeding $2/- or such other sum as the Directors may from time to time require under the provisions of these Articles, is paid to the Company in respect thereof; and
	(b)	the instrument of transfer is deposited at the Office or at such other place (if any) as the Directors may appoint accompanied by the certificates of the shares to which it relates and such other evidence as the Directors may reasonably require to show the right of the transferor to make the transfer and, if the instrument of transfer is executed by some other person on his behalf, the authority of the person so to do.
25. The Company shall provide a book to be called “Register of Transfers” which shall be kept under the control of the Directors, and in which shall be entered the particulars of every transfer of shares.			Register of Transfers.
26. The Register may be closed at such times and for such periods as the Directors may from time to time determine not exceeding in the whole thirty days in any year.			Closure of Register.
TRANSMISSION OF SHARES
27. In case of the death of a Member, the survivor or survivors, where the deceased was a joint holder, and the executors or administrators of the deceased, where he was a sole or only surviving holder, shall be the only persons recognised by the Company as having any title to his interest in the shares, but nothing herein shall release the estate of a deceased Member (whether sole or joint) from any liability in respect of any share held by him.			Transmission on death.
28. Any person becoming entitled to a share in consequence of the death or bankruptcy of any Member may, upon producing such evidence of title as the Directors shall require, be registered himself as holder of the share upon giving to the Company notice in writing of such his desire or transfer such share to some other person. If the person so becoming entitled shall elect to be registered himself, he shall deliver or send			Persons becoming entitled on death or bankruptcy of Member may be registered.

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to the Company a notice in writing signed by him stating that he so elects. If he shall elect to have another person registered he shall testify his election by executing to that person a transfer of the share. All the limitations, restrictions and provisions of these Articles relating to the right to transfer and the registration of transfers shall be applicable to any such notice or transfer as aforesaid as if the death or bankruptcy of the Member had not occurred and the notice or transfer were a transfer executed by such Member.
29. Save as otherwise provided by or in accordance with these Articles a person becoming entitled to a share in consequence of the death or bankruptcy of a Member shall be entitled to the same dividends and other advantages to which he would be entitled if he were the registered holder of the share except that he shall not be entitled in respect thereof to exercise any right conferred by membership in relation to Meetings of the Company until he shall have been registered as a Member in respect of the share.	Rights of unregistered executors and trustees.
30. There shall be paid to the Company in respect of the registration of any probate, letters of administration, certificate of marriage or death, power of attorney or other document relating to or affecting the title to any shares, such fee not exceeding $2/- as the Directors may from time to time require or prescribe.	Fee for registration of probate etc.
CALLS ON SHARES
31. The Directors may from time to time make such calls as they think fit upon the Members in respect of any moneys unpaid on their shares (whether on account of the nominal value of the shares or by way of premium) and not by the terms of the issue thereof made payable at fixed times, and each Member shall (subject to receiving at least fourteen days’ notice specifying the time or times and place of payment) pay to the Company at the time or times and place so specified the amount called on his shares. A call may be revoked or postponed as the Directors may determine.	Calls on shares.
32. A call shall be deemed to have been made at the time when the resolution of the Directors authorising the call was passed and may be made payable by instalments.	Time when made.
33. If a sum called in respect of a share is not paid before or on the day appointed for payment thereof, the person from whom the sum is due shall pay interest on the sum due from the day appointed for payment thereof to the time of actual payment at such rate not exceeding ten per cent per annum as the Directors determine, but the Directors shall be at liberty to waive payment of such interest wholly or in part.	Interest on calls.
34. Any sum (whether on account of the nominal value of the share or by way of premium) which by the terms of issue of a share becomes payable upon allotment or at any fixed date, shall for all purposes of these Articles be deemed to be a call duly made and payable on the date, on which, by the terms of issue, the same becomes payable, and in case of non-payment all the relevant provisions of the Articles as to payment of interest and expenses, forfeiture or otherwise shall apply as if such sum had become payable by virtue of a call duly made and notified.	Sum due on allotment.
35. The Directors may on the issue of shares differentiate between the holders as to the amount of calls to be paid and the times of payments.	Power to differentiate.
36. The Directors may, if they think fit, receive from any Member willing to advance the same all or any part of the moneys (whether on account of the nominal value of the shares or by way of premium) uncalled and unpaid upon the shares held by him and such payments in advance of calls shall extinguish, so far as the same shall extend, the liability upon the shares in respect of which it is made, and upon the moneys so received	Payment in advance on calls.

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or so much thereof as from time to time exceeds the amount of the calls then made upon the shares concerned the Company may pay interest at such rate not exceeding ten per cent per annum as the Member paying such sum and the Directors agree upon.
FORFEITURE AND LIEN
37. If any Member fails to pay in full any call or instalment of a call on the day appointed for payment thereof, the Directors may at any time thereafter serve a notice on such Member requiring payment of so much of the call or instalment as is unpaid together with any interest and expenses which may have accrued.	Notice requiring payment of calls.
38. The notice shall name a further day (not being less than fourteen days from the date of service of the notice) on or before which and the place where the payment required by the notice is to be made, and shall state that in the event of non-payment in accordance therewith the shares on which the call was made will be liable to be forfeited.	Notice to state time and place.
39. If the requirements of any such notice as aforesaid are not complied with, any share in respect of which such notice has been given may at any time thereafter, before payment of all calls and interest and expenses due in respect thereof be forfeited by a resolution of the Directors to that effect. Such forfeiture shall include all dividends declared in respect of the forfeited share and not actually paid before the forfeiture. The Directors may accept a surrender of any share liable to be forfeited hereunder.	Forfeiture on non-compliance with notice.
40. A share so forfeited or surrendered shall become the property of the Company and may be sold, re-allotted or otherwise disposed of either to the person who was before such forfeiture or surrender the holder thereof or entitled thereto, or to any other person, upon such terms and in such manner as the Directors shall think fit, and at any time before a sale, re-allotment or disposition the forfeiture or surrender may be cancelled on such terms as the Directors think fit. To give effect to any such sale, the Directors may, if necessary, authorise some person to transfer a forfeited or surrendered share to any such person as aforesaid.	Sale of shares forfeited.
41. A Member whose shares have been forfeited or surrendered shall cease to be a Member in respect of the shares, but shall notwithstanding the forfeiture or surrender remain liable to pay to the Company all moneys which at the date of forfeiture or surrender were payable by him to the Company in respect of the shares with interest thereon at ten per cent per annum (or such lower rate as the Directors may approve) from the date of forfeiture or surrender until payment, but such liability shall cease if and when the Company receives payment in full of all such money in respect of the shares and the Directors may waive payment of such interest either wholly or in part.	Rights and liabilities of Members whose shares have been forfeited or surrendered.
42. The Company shall have a first and paramount lien and charge on every share (not being a fully paid share) registered in the name of each Member (whether solely or jointly with others) and on the dividends declared or payable in respect thereof for all calls and instalments due on any such share and interest and expenses thereon but such lien shall only be upon the specific shares in respect of which such calls or instalments are due and unpaid and on all dividends from time to time declared in respect of the shares. The Directors may resolve that any share shall for some specified period be exempt from the provisions of this Article.	Company’s lien.
43. The Company may sell in such manner as the Directors think fit any share on which the Company has a lien, but no sale shall be made unless some sum in respect of which the lien exists is presently payable nor until the expiration of fourteen days after notice in writing stating and demanding payment of the sum payable and giving notice of intention to sell in default, shall have been given to the registered holder for the time being of the share or the person entitled thereto by reason of his death or bankruptcy. To give effect to any such sale, the Directors may authorise some person to transfer the	Sale of shares subject to lien.

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shares sold to the purchaser thereof.
44. The proceeds of the sale shall be received by the Company and applied in payment of such part of the amount in respect of which the lien exists as is presently payable and the residue, if any, shall (subject to a like lien for sums not presently payable as existed upon the shares before the sale) be paid to the person entitled to the shares at the date of the sale.	Application of proceeds of such sales.
45. A statutory declaration in writing that the declarant is a Director of the Company and that a share has been duly forfeited or surrendered or sold to satisfy a lien of the Company on a date stated in the declaration shall be conclusive evidence of the facts stated therein as against all persons claiming to be entitled to the share, and such declaration and the receipt of the Company for the consideration (if any) given for the share on the sale, re-allotment or disposal thereof together with the certificate of proprietorship of the share under Seal delivered to a purchaser or allottee thereof shall (subject to the execution of a transfer if the same be required) constitute a good title to the share and the person to whom the share is sold, re-allotted or disposed of shall be registered as the holder of the share and shall not be bound to see to the application of the purchase money (if any) nor shall his title to the share be affected by any irregularity or invalidity in the proceedings in reference to the forfeiture, surrender, sale, re-allotment or disposal of the share.	Title to shares forfeited or surrendered or sold to satisfy a lien.
ALTERATION OF CAPITAL
46. The Company in General Meeting may from time to time by Ordinary Resolution, whether all the shares for the time being authorised shall have been issued or all the shares for the time being issued shall have been fully called up or not, increase its capital by the creation of new shares of such amount as may be deemed expedient.	Power to increase capital.
47. Subject to any special rights for the time being attached to any existing class of shares, the new shares shall be issued upon such terms and conditions and with such rights and privileges annexed thereto as the General Meeting resolving upon the creation thereof shall direct and if no direction be given as the Directors shall determine subject to the provisions of these Articles and in particular (but without prejudice to the generality of the foregoing) such shares may be issued with a preferential or qualified right to dividends and in the distribution of assets of the Company or otherwise.	Rights and privileges of new shares.
48. Unless otherwise determined by the Company in General Meeting any original shares for the time being unissued and any new shares from time to time to be created shall before issue be offered in the first instance and either at par or at a premium to all the then holders of any class of shares in proportion as nearly as may be to the amount of capital held by them. In offering such shares in the first instance to all the then holders of any class of shares the offer shall be made by notice specifying the number of shares offered and limiting the time within which the offer if not accepted will be deemed to be declined and after the expiration of that time or on the receipt of an intimation from the person to whom the offer is made that he declines to accept the shares offered, the Directors may dispose of those shares in such manner as they think most beneficial to the Company and the Directors may dispose of or not issue any such shares which by reason of the proportion borne by them to the number of holders entitled to any such offer or by reason of any other difficulty in apportioning the same cannot, in the opinion of the Directors, be conveniently offered under this Article.	Issue of new shares to Members.
49. Except so far as otherwise provided by the conditions of issue or by these Articles all new shares shall be subject to the provisions of these Articles with reference to allotments, payment of calls, lien, transfer, transmission, forfeiture and otherwise.	New shares otherwise subject to provisions of Articles.

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50. The Company may by Ordinary Resolution -			Power to consolidate, cancel
	(a)	consolidate and divide all or any of its share capital into shares of larger amount than its existing shares;	and subdivide shares.
	(b)	cancel any shares which, at the date of the passing of the resolution, have not been taken or agreed to be taken by any person or which have been forfeited and diminish the amount of its share capital by the amount of the shares so cancelled;
	(c)	subdivide its shares or any of them into shares of a smaller amount than is fixed by the Memorandum of Association (subject nevertheless to the provisions of the Act) provided always that in such subdivision the proportion between the amount paid and the amount (if any) unpaid on each reduced share shall be the same as it was in the case of the share from which the reduced share is derived; and
	(d)	subject to the provisions of these Articles and the Act, convert any class of shares into any other class of shares.
51.   (a)    The Company may by Special Resolution reduce its share capital, any capital redemption reserve fund or share premium account in any manner and with and subject to any incident authorised and consent required by law.			Power to reduce capital.
(b)    Subject to and in accordance with the provisions of the Act, the Company may authorise the Directors in General Meeting to purchase or otherwise acquire ordinary shares issued by it on such terms as the Company may think fit and in the manner prescribed by the Act. All shares purchased by the Company shall be cancelled. The amount of the Company’s issued share capital which is diminished on cancellation of the shares purchased shall be transferred to the Company’s capital redemption reserve.
STOCK
52. The Company may by Ordinary Resolution convert any paid up shares into stock and may from time to time by like resolution reconvert any stock into paid up shares of any denomination.			Power to convert into stock.
53. The holders of stock may transfer the same or any part thereof in the same manner and subject to the same Articles as and subject to which the shares from which the stock arose might previously to conversion have been transferred or as near thereto as circumstances admit but no stock shall be transferable except in such units as the Directors may from time to time determine, provided that such units shall not be greater than the nominal amount of the shares from which the stock arose.			Transfer of stock.
54. The holders of stock shall, according to the amount of stock held by them, have the same rights, privileges and advantages as regards dividend, return of capital, voting and other matters, as if they held the shares from which the stock arose; but no such privilege or advantage (except as regards dividend and return of capital and the assets on winding up) shall be conferred by any such aliquot part of stock which would not if existing in shares have conferred that privilege or advantage; and no such conversion shall affect or prejudice any preference or other special privileges attached to the shares so converted.			Rights of shareholders.
55. All such of the provisions of these Articles as are applicable to paid up shares			Interpretation

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shall apply to stock and the words “share” and “shareholder” or similar expressions herein shall include “stock” or “stockholder”.
GENERAL MEETINGS
56.   (a)    Subject to the provisions of the Act and Article 56A hereof, the Company shall in each year hold a general meeting as its Annual General Meeting in addition to any other meetings in that year and not more than fifteen months shall elapse between the date of one Annual General Meeting of the Company and that of the next. Provided that so long as the Company holds its First Annual General Meeting within eighteen months of its incorporation, it need not hold it in the year of its incorporation or in the following year.	Annual General Meeting.
(b)    All General Meetings other than Annual General Meetings shall be called Extraordinary General Meetings.	Extraordinary General Meetings.
(c)    The time and place of any General Meeting shall be determined by the Directors.	Time and place.
56A. (a)    The Company shall dispense with the holding of Annual General Meetings in accordance with the provisions of the Act if a resolution to this effect is passed at a General Meeting by all Members as, being entitled to do so, vote in person or by proxy present at the General Meeting.	Dispensation of Annual General Meetings.
(b)    Notwithstanding a resolution referred to in Article 56A(a) being passed to dispense with the holding of Annual General Meetings, any Member may by notice given to the Company in accordance with the requirements of the Act require an Annual General Meeting to be held for that year. The Company shall proceed to convene the Annual General Meeting in accordance with these Articles but shall not be required to convene Annual General Meetings for the subsequent years unless a notice by a Member to require the Company to do so has been received.
(c)    Where a resolution referred to in Article 56A(a) has been passed to dispense with the holding of Annual General Meetings, any reference in the Act to a deed, act or thing which is required to be done in Annual General Meetings shall be regarded as being done if a resolution or resolutions of the Members has or have been passed by written means in accordance with these Articles to the effect that such deed, act or thing has been done, and any reference in the Act to the date or conclusion of an Annual General Meeting shall, unless an Annual General Meeting is held, be regarded as the date of expiry of the period within which the Annual General Meeting is required by law to be held.
57. The Directors may, whenever they think fit, convene an Extraordinary General Meeting and Extraordinary General Meetings shall also be convened on such requisition or, in default, may be convened by such requisitionists, as provided by Section 176 of the Act. If at any time there are not within Singapore sufficient Directors capable of acting to form a quorum at a meeting of Directors, any Director may convene an Extraordinary General Meeting in the same manner as nearly as possible as that in which meetings may be convened by the Directors.	Calling Extraordinary General Meetings.
NOTICE OF GENERAL MEETINGS
58. Subject to the provisions of the Act as to special notice, at least fourteen (14) days’ notice in writing (exclusive both of the day on which the notice is served or deemed to be served and of the day for which the notice is given) of every General Meeting shall	Notice of Meetings.

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be given in the manner hereinafter mentioned to such persons (including the Auditors) as are under the provisions herein contained entitled to receive notice from the Company. Provided that a General Meeting notwithstanding that it has been called by a shorter notice than that specified above shall be deemed to have been duly called if it is so agreed -
	(a)	in the case of an Annual General Meeting by all the Members entitled to attend and vote thereat; and
	(b)	in the case of an Extraordinary General Meeting by that number or majority in number of the Members having a right to attend and vote thereat as is required by the Act.
59.   (a)    Every notice calling a General Meeting shall specify the place and the day and hour of the Meeting, and there shall appear with reasonable prominence in every such notice a statement that a Member entitled to attend and vote is entitled to appoint a proxy to attend and to vote instead of him and that a proxy need not be a Member of the Company.			Contents of notice.
(b)    In the case of an Annual General Meeting, the notice shall also specify the Meeting as such.
(c)    In the case of any General Meeting at which business other than routine business is to be transacted, the notice shall specify the general nature of the business; and if any resolution is to be proposed as a Special Resolution or as requiring special notice, the notice shall contain a statement to that effect.
60. Routine business shall mean and include only business transacted at an Annual General Meeting of the following classes, that is to say:			Routine Business.
(a)    Declaring dividends;
(b)    Reading, considering and adopting the balance sheet, the reports of the Directors and Auditors, and other accounts and documents required to be annexed to the balance sheet;
(c)    Appointing Auditors and fixing the remuneration of Auditors or determining the manner in which such remuneration is to be fixed; and
(d)    Fixing the remuneration of the Directors proposed to be paid under Article 87.
PROCEEDINGS AT GENERAL MEETINGS
61. Where there are two (2) or more Members of the Company, no business shall be transacted at any General Meeting unless two (2) Members are present to form a quorum. In the event of a corporation being beneficially entitled to the whole of the issued capital of the Company or there being only one Member of the Company, one person representing such corporation or the sole Member shall be a quorum and shall be deemed to constitute a Meeting and, if applicable, the provisions of Section 179 of the Act shall apply. For the purpose of this Article, “Member” includes a person attending by proxy or by attorney or as representing a corporation which is a Member.			Quorum.
62. If within half an hour from the time appointed for the Meeting a quorum is not present, the Meeting if convened on the requisition of Members shall be dissolved. In any other case it shall stand adjourned to the same day in the next week at the same time and place, or to such other day and at such other time and place as the Directors			Adjournment if quorum not present.

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may determine, and if at such adjourned Meeting a quorum is not present within fifteen minutes from the time appointed for holding the Meeting, the Meeting shall be dissolved. No notice of any such adjournment as aforesaid shall be required to be given to the Members.
63. The Chairman of the Board of Directors shall preside as Chairman at every General Meeting. If there be no such Chairman or if at any Meeting he be not present within fifteen minutes after the time appointed for holding the Meeting or be unwilling to act, the Members present shall choose some Director to be Chairman of the Meeting or, if no Director be present or if all the Directors present decline to take the Chair, one of their number present, to be Chairman.	Chairman.
64. The Chairman may, with the consent of any Meeting at which a quorum is present (and shall if so directed by the Meeting) adjourn the Meeting from time to time and from place to place, but no business shall be transacted at any adjourned Meeting except business which might lawfully have been transacted at the Meeting from which the adjournment took place. When a Meeting is adjourned for thirty days or more, notice of the adjourned Meeting shall be given as in the case of the original Meeting. Save as aforesaid, it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned Meeting.	Adjournment.
65. At any General Meeting a resolution put to the vote of the Meeting shall be decided on a show of hands unless a poll be (before or on the declaration of the result of the show of hands) demanded by at least one Member present in person or by proxy or by attorney or in the case of a corporation by a representative and entitled to vote thereat Provided always that no poll shall be demanded on the election of a Chairman or on a question of adjournment. Unless a poll be so demanded (and the demand be not withdrawn) a declaration by the Chairman that a resolution has been carried or carried unanimously or by a particular majority or lost and an entry to that effect in the minute book shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against the resolution. A demand for a poll may be withdrawn.	Method of voting.
66. If a poll be duly demanded (and the demand be not withdrawn) it shall be taken in such manner (including the use of ballot or voting papers or tickets) as the Chairman may direct and the result of a poll shall be deemed to be the resolution of the Meeting at which the poll was demanded. The Chairman may, and if so requested shall, appoint scrutineers and may adjourn the Meeting to some place and time fixed by him for the purpose of declaring the result of the poll.	Taking a poll.
67. If any votes be counted which ought not to have been counted or might have been rejected, the error shall not vitiate the result of the voting unless it be pointed out at the same Meeting or at any adjournment thereof and not in any case unless it shall in the opinion of the Chairman be of sufficient magnitude.	Votes counted in error.
68. In the case of equality of votes, whether on a show of hands or on a poll, the Chairman of the Meeting at which the show of hands takes place or at which the poll is demanded shall not be entitled to a casting vote.	Chairman’s casting vote.
69. A poll demanded on any question shall be taken either immediately or at such subsequent time (not being more than thirty days from the date of the Meeting) and place as the Chairman may direct. No notice need be given of a poll not taken immediately.	Time for taking a poll.
70. The demand for a poll shall not prevent the continuance of a Meeting for the transaction of any business, other than the question on which the poll has been demanded.

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VOTES OF MEMBERS
71. Subject to these Articles and to any special rights or restrictions as to voting attached to any class of shares hereinafter issued on a show of hands every Member who is present in person or by proxy or attorney or in the case of a corporation by a representative shall have one vote and on a poll every such Member shall have one vote for every share of which he is the holder.			Voting rights of Members.
72. Where there are joint registered holders of any share any one of such persons may vote and be reckoned in a quorum at any Meeting either personally or by proxy or by attorney or in the case of a corporation by a representative as if he were solely entitled thereto and if more than one of such joint holders be so present at any Meeting that one of such persons so present whose name stands first in the Register in respect of such share shall alone be entitled to vote in respect thereof. Several executors or administrators of a deceased Member in whose name any share stands shall for the purpose of this Article be deemed joint holders thereof.			Voting rights of joint holders.
73. A Member of unsound mind or whose person or estate is liable to be dealt with in any way under the law relating to mental disorders may vote whether on a show of hands or on a poll by his committee, curator bonis or such other person as properly has the management of his estate and any such committee, curator bonis or other person may vote by proxy or attorney, provided that such evidence as the Directors may require of the authority of the person claiming to vote shall have been deposited at the Office not less than forty eight hours before the time appointed for holding the Meeting.			Voting rights of Members of unsound mind.
74. Subject to the provisions of these Articles every Member shall be entitled to be present and to vote at any General Meeting either personally or by proxy or by attorney or in the case of a corporation by a representative and to be reckoned in a quorum in respect of shares fully paid and in respect of partly paid shares where calls are not due and unpaid.			Right to vote.
75. No objection shall be raised to the qualification of any voter except at the Meeting or adjourned Meeting at which the vote objected to is given or tendered and every vote not disallowed at such Meeting shall be valid for all purposes. Any such objection made in due time shall be referred to the Chairman of the Meeting whose decision shall be final and conclusive.			Objections.
76. On a poll votes may be given either personally or by proxy or by attorney or in the case of a corporation by its representative and a person entitled to more than one vote need not use all his votes or cast all the votes he uses in the same way.			Votes on a poll.
77. An instrument appointing a proxy shall be in writing and:			Appointment of proxies.
	(a)	in the case of an individual shall be signed by the appointor or by his attorney; and
	(b)	in the case of a corporation shall be either under the common seal or signed by its attorney or by an officer on behalf of the corporation.
The Directors may, but shall not be bound to, require evidence of the authority of any such attorney or officer.
78. A proxy need not be a Member of the Company.			Proxy need not be a Member.

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79. An instrument appointing a proxy or the power of attorney or other authority, if any, must be left at the Office or such other place (if any) as is specified for the purpose in the notice convening the Meeting not less than forty eight hours before the time appointed for the holding of the Meeting or adjourned Meeting (or in the case of a poll before the time appointed for the taking of the poll) at which it is to be used and in default shall not be treated as valid unless the Directors otherwise determine.		Deposit of proxies.
80. An instrument appointing a proxy shall be in the following form with such variations if any as circumstances may require or in such other form as the Directors may accept and shall be deemed to include the right to demand or join in demanding a poll:		Form of proxies.
	“ ARGOS ECBU IP (SINGAPORE) PTE. LTD.” “I/We, of a Member/Members of the abovenamed Company hereby     appoint of or whom failing of to vote for me/us and on my/our behalf at the (Annual, Extraordinary or Adjourned, as the case may be) General Meeting of the Company to be held on the     day of               and at every adjournment thereof.”
	“As Witness my hand this     day of          .”
An instrument appointing a proxy shall, unless the contrary is stated thereon, be valid as well for any adjournment of the Meeting as for the Meeting to which it relates and need not be witnessed.
81. A vote given in accordance with the terms of an instrument of proxy (which for the purposes of these Articles shall also include a power of attorney) shall be valid notwithstanding the previous death or insanity of the principal or revocation of the proxy, or of the authority under which the proxy was executed or the transfer of the share in respect of which the proxy is given, provided that no intimation in writing of such death, insanity, revocation or transfer shall have been received by the Company at the Office (or such other place as may be specified for the deposit of instruments appointing proxies) before the commencement of the Meeting or adjourned Meeting (or in the case of a poll before the time appointed for the taking of the poll) at which the proxy is used.		Intervening death or insanity of principal not to revoke proxy.
82. Any corporation which is a Member of the Company may by resolution of its directors or other governing body authorise such person as it thinks fit to act as its representative at any Meeting of the Company or of any class of Members of the Company and the person so authorised shall be entitled to exercise the same powers on behalf of the corporation as the corporation could exercise if it were an individual Member of the Company.		Corporations acting by representatives.
SHAREHOLDERS’ RESOLUTIONS BY WRITTEN MEANS
83. Save for a resolution referred to in Article 56A to dispense with the convening of Annual General Meetings or a resolution for which special notice is required under the Act, any resolution required to be passed by the Members of the Company in General Meeting may be passed by written means in accordance with the provisions of Sections		Passing Shareholders’ Resolutions by Written Means

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184A to 184F of the Act and these Articles. Where a resolution is deemed to be duly passed by written means, the requirements as to the procedures in these Articles concerning the giving of notice of General Meetings, proceedings of such General Meetings and voting by Members at such General Meetings shall be deemed to be satisfied.

83A. A Special Resolution is passed by written means if the resolution indicates that it is a Special Resolution and it has been formally agreed on any date by one or more Members who on that date represent at least seventy-five per cent. (75%) of the total voting rights of all Members who on that date would have the right to vote on that resolution had a General Meeting been convened. An Ordinary Resolution is passed by written means if the resolution does not indicate that it is a Special Resolution and it has been formally agreed on any date by one or more Members who on that date represent a majority of the total voting rights of all Members who on that date would have the right to vote on that resolution at a General Meeting had a General Meeting been convened. For the avoidance of doubt, the requisite number of Members need not give their formal agreement to any Special Resolution or Ordinary Resolution on a single day.

83B. For the purpose of Article 83A, a resolution is formally agreed by a Member if:-

        (a)    the Company receives from the Member (or his proxy) a document that (i) is given to the Company in legible form or a permitted alternative form; (ii) indicates the Member’s agreement (or agreement on his behalf) to the resolution; and (iii) includes the text of the resolution or otherwise makes clear that it is that resolution that is being agreed to; and

        (b)    the Member (or his proxy) had a legible text of the resolution before giving that document.

        In this Article 83B and also for the purpose of Article 83D, something is “in legible form or a permitted alternative form” if, and only if, it is sent or otherwise supplied (aa) in a form (such as paper document) that is legible before being sent or otherwise supplied and does not change form during that process or (bb) through electronic communication.

83C. A resolution of the Company may only be passed by written means if agreement was first sought by the Directors in accordance with Article 83D or under the circumstances described in Section 184B(1)(a)(ii) of the Act. For the avoidance of doubt, other than the requirements stated in Articles 83 to 83G hereof, there is no other condition in the Memorandum of Association or these Articles relating to the passing of resolutions by written means that needs to be satisfied.

83D. In seeking the agreement of the Members to pass any resolution by written means, the Directors shall send to each Member who would have the right to vote on that resolution had a General Meeting been convened, a copy of the text of the resolution in legible form or a permitted alternative form. As far as practicable, the Directors shall send the text of the resolution as respects every Member at the same time and without delay, and the provisions of Section 184C of the Act shall apply.

83E. Any Member who represents at least five per cent. (5%) of the total voting rights of all Members would have the right to vote on that resolution had a General Meeting been convened, may within seven (7) days after receiving the text of the resolution sent pursuant to Article 83D or the documents referred to in Section 183(3A) of the Act, as the case may be, give notice to the Company requiring that a General Meeting be convened for the purpose of considering, and if thought fit, passing the resolution. Upon receipt of such a notice, the Directors shall proceed to convene a General Meeting in accordance with Articles 58 to 70 hereof.

83F. Where a resolution of the Members is passed by written means, the Company

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shall notify every Member that the resolution has been passed within fifteen (15) days from the date on which a Director or Company Secretary first becomes aware that the resolution has been passed. The Company shall cause a record of the resolution passed by written means and the indication of each Member’s agreement (or agreement on his behalf) to be entered in a book in the like manner for recording proceedings of General Meetings in the minute book. Any such record, if purporting to be signed by a Director or the Company Secretary shall be evidence of the proceedings in passing the resolution, and until the contrary is proved, the record shall also be evidence that the requirements of the Act with respect to the proceedings in passing the resolution have been complied with.
83G. Notwithstanding anything in these Articles, where there is only one Member of the Company, a resolution passed by written means may be passed by the Member recording the resolution and signing the record.
DIRECTORS
84. Subject to the other provisions of Section 145 of the Act, the Company shall have at least one Director being a natural person of full age and capacity who is ordinarily resident in Singapore and unless otherwise determined by a General Meeting, there shall be no maximum number of Directors holding office at any time.	Number of Directors.
85. The first Director of the Company is Jeswant Singh s/o Darshan Singh.	First Director.
86. A Director need not be a Member and shall not be required to hold any share qualification unless and until otherwise determined by the Company in General Meeting but shall be entitled to attend and speak at General Meetings. Where the Company only has one Member, the sole Member may also be the sole Director of the Company provided that the requirements in Article 84 are complied with.	Qualification.
87. Subject to Section 169 of the Act, the remuneration of the Directors shall be determined from time to time by the Company in General Meeting, and shall be divisible among the Directors in such proportions and manner as they may agree and in default of agreement equally, except that in the latter event any Director who shall hold office for part only of the period in respect of which such remuneration is payable shall be entitled only to rank in such division for the proportion of remuneration related to the period during which he has held office.	Remuneration of Directors.
88. The Directors shall be entitled to be repaid all travelling or such reasonable expenses as may be incurred in attending and returning from meetings of the Directors or of any committee of the Directors or General Meetings or otherwise howsoever in or about the business of the Company in the course of the performance of their duties as Directors.	Travelling expenses.
89. Any Director who is appointed to any executive office or serves on any committee or who otherwise performs or renders services, which in the opinion of the Directors are outside his ordinary duties as a Director, may, subject to Section 169 of the Act, be paid such extra remuneration as the Directors may determine.	Extra Remuneration.

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90.   (a)    Other than the office of Auditor, a Director may hold any other office or place of profit under the Company and he or any firm of which he is a member may act in a professional capacity for the Company in conjunction with his office of Director for such period and on such terms (as to remuneration and otherwise) as the Directors may determine. Subject to the Act, no Director or intending Director shall be disqualified by his office from contracting or entering into any arrangement with the Company either as vendor, purchaser or otherwise nor shall such contract or arrangement or any contract or arrangement entered into by or on behalf of the Company in which any Director shall be in any way interested be avoided nor shall any Director so contracting or being so interested be liable to account to the Company for any profit realised by any such contract or arrangement by reason only of such Director holding that office or of the fiduciary relation thereby established.	Power of Directors to hold office of profit and to contract with Company.
(b)    Every Director shall observe the provisions of Section 156 of the Act relating to the disclosure of the interests of the Directors in transactions or proposed transactions with the Company or of any office or property held by a Director which might create duties or interests in conflict with his duties or interests as a Director. Subject to such disclosure, a Director shall be entitled to vote in respect of any transaction or arrangement in which he is interested and he shall be taken into account in ascertaining whether a quorum is present.	Directors to observe Section 156 of the Act.
91.   (a)    A Director may be or become a director of or hold any office or place of profit (other than as Auditor) or be otherwise interested in any company in which the Company may be interested as vendor, purchaser, shareholder or otherwise and unless otherwise agreed shall not be accountable for any fees, remuneration or other benefits received by him as a director or officer of or by virtue of his interest in such other company.	Holding of office in other companies.
(b)    The Directors may exercise the voting power conferred by the shares in any company held or owned by the Company in such manner and in all respects as the Directors think fit in the interests of the Company (including the exercise thereof in favour of any resolution appointing the Directors or any of them to be directors of such company or voting or providing for the payment of remuneration to the directors of such company) and any such Director of the Company may vote in favour of the exercise of such voting powers in the manner aforesaid notwithstanding that he may be or be about to be appointed a director of such other company.	Directors may exercise voting power conferred by Company’s shares in another company.
APPOINTMENT AND REMOVAL OF DIRECTORS
92. The Directors shall have power at any time and from time to time to appoint any person to be a Director either to fill a casual vacancy or as an additional Director but so that the total number of Directors shall not at any time exceed the maximum number, if any, fixed by or in accordance with these Articles.	Directors’ power to fill casual vacancies and to appoint additional Director.
93. The Company may by Ordinary Resolution remove any Director before the expiration of his period of office, notwithstanding anything in these Articles or in any agreement between the Company and such Director.	Removal of Directors.
94. The Company may by Ordinary Resolution appoint another person in place of a Director removed from office under the immediately preceding Article.	Appointment in place of Director removed.

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MANAGING DIRECTORS
95. The Directors may from time to time appoint one or more of their body to be Managing Director or Managing Directors of the Company and may from time to time (subject to the provisions of any contract between him or them and the Company) remove or dismiss him or them from office and appoint another or others in his or their places.			Appointment of Managing Directors.
96. A Managing Director shall subject to the provisions of any contract between him and the Company be subject to the same provisions as to resignation and removal as the other Directors of the Company and if he ceases to hold the office of Director from any cause he shall ipso facto and immediately cease to be a Managing Director.			Resignation and removal of Managing Director.
97. Subject to Section 169 of the Act, the remuneration of a Managing Director shall from time to time be fixed by the Directors and may subject to these Articles be by way of salary or commission or participation in profits or by any or all of these modes.			Remuneration of Managing Director.
98. The Directors may from time to time entrust to and confer upon a Managing Director for the time being such of the powers exercisable under these Articles by the Directors as they may think fit and may confer such powers for such time and to be exercised on such terms and conditions and with such restrictions as they think expedient and they may confer such powers either collaterally with or to the exclusion of and in substitution for all or any of the powers of the Directors in that behalf and may from time to time revoke withdraw alter or vary all or any of such powers.			Powers of Managing Director.
VACATION OF OFFICE OF DIRECTOR
99. The office of a Director shall be vacated in any one of the following events, namely -			Vacation of office of Director.
	(a)	if he becomes prohibited from being a Director by reason of any order made under the Act;
	(b)	if he ceases to be a Director by virtue of any of the provisions of the Act or these Articles;
	(c)	subject to Section 145 of the Act, if he resigns by writing under his hand left at the Office;
	(d)	if he has a receiving order made against him or suspend payments or compound with his creditors generally;
	(e)	if he be found lunatic or become of unsound mind; or
	(f)	if he be absent from meetings of the Directors for a continuous period of six months without leave from the Directors and the Directors resolve that his office be vacated.
ALTERNATE DIRECTORS
100. (a)    Any Director may at any time by writing under his hand and deposited at the Office or by telefax, telex or by cable sent to the Secretary appoint any person to be his Alternate Director and may in like manner at any time terminate such appointment. Any appointment or removal by telefax, telex or cable shall be confirmed as soon as			Appointment of Alternate Directors.

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possible by letter, but may be acted upon by the Company meanwhile.
(b)    A Director or any other person may act as an Alternate Director to represent more than one Director and such Alternate Director shall be entitled at Directors’ meetings to one vote for every Director whom he represents in addition to his own vote if he is a Director.
(c)    The appointment of an Alternate Director shall ipso facto determine on the happening of any event which if he were a Director would render his office as a Director to be vacated and his appointment shall also determine ipso facto if his appointor ceases for any reason to be a Director.
(d)    An Alternate Director shall be entitled to receive notices of meetings of the Directors and to attend and vote as a Director at any such meeting at which the Director appointing him is not personally present and generally, if his appointor is absent from Singapore or is otherwise unable to act as such Director, to perform all functions of his appointment as a Director (except the power to appoint an Alternate Director) and to sign any resolution in accordance with the provisions of Article 106.
(e)    An Alternate Director shall not be taken into account in reckoning the minimum or maximum number of Directors allowed for the time being under these Articles but he shall be counted for the purpose of reckoning whether a quorum is present at any meeting of the Directors attended by him at which he is entitled to vote Provided that he shall not constitute a quorum under Article 103 if he is the only person present at the meeting notwithstanding that he may be an Alternate to more than one Director.
(f)    An Alternate Director may be repaid by the Company such expenses as might properly be repaid to him if he were a Director and he shall be entitled to receive from the Company such proportion (if any) of the remuneration otherwise payable to his appointor as such appointor may by notice in writing to the Company from time to time direct, but save as aforesaid he shall not in respect of such appointment be entitled to receive any remuneration from the Company.
(g)    An Alternate Director shall not be required to hold any share qualification.
PROCEEDINGS OF DIRECTORS
101. (a)     The Directors may meet together for the despatch of business, adjourn or otherwise regulate their meetings as they think fit. Subject to the provisions of these Articles questions arising at any meeting shall be determined by a majority of votes and in case of an equality of votes the Chairman of the meeting shall not have a second or casting vote.	Meetings of Directors.
(b)    Any Director may participate at a meeting of the Directors by telephone conference, video conference, audio visual or by means of a similar communication equipment whereby all persons participating in the meeting are able to hear each other in which event such Director shall be deemed to be present at the meeting. A Director participating in a meeting in the manner aforesaid may also be taken into account in ascertaining the presence of a quorum at the meeting. Minutes of the proceedings at a meeting by telephone conference, video conference, audio visual, or other similar communications equipment signed by the Chairman of the meeting shall be conclusive evidence of such proceedings and of the observance of all necessary formalities.

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102. A Director may and the Secretary on the requisition of a Director shall at any time summon a meeting of the Directors. At least fourteen (14) days notice in writing (exclusive of the day on which the notice is served or is deemed to be served) of every meeting of the Directors shall be given to every Director. Every such notice shall specify the place, the day and the hour of the meeting and the general nature of the business to be transacted Provided that any Director may waive the requirement for notice or accept shorter notice of any meeting of the Directors.	Convening meetings of Directors.
103. Except where the Company only has one Director, the quorum necessary for the transaction of the business of the Directors may be fixed by the Directors and unless so fixed at any other number shall be two (2) Provided that where no quorum is present at any duly convened meeting, the meeting shall be adjourned seven (7) days thereafter at the same time and place and such Directors as are present at such meeting shall be the quorum. A meeting of the Directors at which a quorum is present shall be competent to exercise all the powers and discretions for the time being exercisable by the Directors.	Quorum.
104. The continuing Directors may act notwithstanding any vacancies in their body but if and so long as the number of Directors is reduced below the minimum number fixed by or in accordance with these Articles the continuing Directors or Director may act for the purpose of filling up such vacancies or of summoning General Meetings of the Company but not for any other purpose. If there be no Directors or Director able or willing to act, then any Members, or if the Company only has a sole Member, then that sole Member, may summon a General Meeting for the purpose of appointing one or more Directors.	Proceedings in case of vacancies.
105. The Director shall elect a Chairman and may elect one or more Vice-Chairmen and the Directors may determine the period for which such officers shall respectively hold office. The Chairman (if any), or, in the absence of the Chairman, the Vice-Chairman (if any), or, in the event that there are more than one Vice-Chairman, the senior in appointment among them, shall preside at the meetings of the Directors. If such officers have not been appointed, or if no such officer is present within five minutes after the time appointed for a meeting, the Directors present shall choose one of their number to be Chairman at such meeting.	Chairman and Vice-Chairman.
106. A resolution in writing signed by the majority of Directors being not less than are sufficient to form a quorum shall be as effective as a resolution passed at a meeting of the Directors duly convened and held, and may consist of several documents in the like form each signed by one or more of the Directors Provided that, where a Director has appointed an Alternate Director but is not himself in Singapore the signature of such Alternate Director (if in Singapore), shall be required. The expressions “in writing” and “signed” include approval by any such Director by telefax, telex, cable, telegram, wireless or facsimile transmission or any form of electronic communication approved by the Directors for such purpose from time to time incorporating, if the Directors deem necessary, the use of security and/or identification procedures and devices approved by the Directors.	Resolutions in writing.
107. The Directors may delegate any of their powers to committees consisting of such member or members of their body as they think fit. Any committee so formed shall in the exercise of the powers so delegated conform to any regulations that may be imposed on them by the Directors.	Power to appoint committees.
108. The meetings and proceedings of any such committee consisting of two (2) or more members shall be governed by the provisions of these Articles regulating the meetings and proceedings of the Directors, so far as the same are applicable and are not superseded by any regulations made by the Directors under the last preceding Article.	Proceedings at committee meetings.

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109. All acts done by any meeting of Directors or of a committee of Directors or by any person acting as Director shall as regards all persons dealing in good faith with the Company, notwithstanding that there was some defect in the appointment of any such Director or person acting as aforesaid or that they or any of them were disqualified or had vacated office or were not entitled to vote be as valid as if every such person had been duly appointed and was qualified and had continued to be a Director and had been entitled to vote.	Validity of acts of Directors in spite of some formal defect.
109A. Notwithstanding anything in these Articles, where the Company only has a sole Director, all acts required to be done or business required to be transacted by a meeting of Directors or of a committee of Directors may be done or undertaken by the sole Director and a declaration made by the sole Director, and recorded and signed by the sole Director, shall be evidence that the same has been done or undertaken.	Declaration by a sole Director
GENERAL POWERS OF THE DIRECTORS
110. The business of the Company shall be managed by or under the direction of the Directors. The Directors may exercise all the powers of the Company except any powers that this Act or the Memorandum of Association and Articles of the Company require the Company to exercise in General Meeting. In particular and without prejudice to the generality of the foregoing the Directors may at their discretion exercise every borrowing power vested in the Company together with collateral power of hypothecating the assets of the Company including any uncalled or called but unpaid capital; provided that the Directors shall not carry into effect any proposals for disposing of the whole or substantially the whole of the Company’s undertaking or property unless those proposals have been approved by the Company in General Meeting.	General powers of Directors to manage Company’s business.
111. The Directors may from time to time by power of attorney appoint any company, firm or person or any fluctuating body of persons whether nominated directly or indirectly by the Directors to be the attorney or attorneys of the Company for such purposes and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the Directors under these Articles) and for such period and subject to such conditions as they may think fit, and any such power of attorney may contain such provisions for the protection and convenience of persons dealing with such attorney as the Directors may think fit and may also authorise any such attorney to subdelegate all or any of the powers, authorities and discretions vested in him.	Power to appoint attorneys.
112. All cheques, promissory notes, drafts, bills of exchange, and other negotiable or transferable instruments and all receipts for moneys paid to the Company shall be signed, drawn, accepted, endorsed or otherwise executed, as the case may be, in such manner as the Directors shall from time to time by resolution determine.	Signature of cheques and bills.
BORROWING POWERS
113. The Directors may borrow or raise money from time to time for the purpose of the Company or secure the payment of such sums as they think fit and may secure the repayment or payment of such sums by mortgage or charge upon all or any of the property or assets of the Company or by the issue of debentures (whether at par or at discount or premium) or otherwise as they may think fit.	Directors’ borrowing powers.
SECRETARY
114. The Secretary or Secretaries shall and a Deputy or Assistant Secretary or Secretaries may be appointed by the Directors for such term, at such remuneration and upon such conditions as they may think fit, and any Secretary, Deputy or Assistant	Secretary.

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Secretary so appointed may be removed by them, but without prejudice to any claim he may have for damages for breach of any contract of service between him and the Company. The appointment and duties of the Secretary or Secretaries shall not conflict with the provisions of the Act and in particular Section 171 thereof.
SEAL
115. (a)    The Directors shall provide for the safe custody of the Seal, which shall only be used by the authority of the Directors or a committee of Directors authorised by the Directors in that behalf, and every instrument to which the Seal shall be affixed shall (subject to the provisions of these Articles as to certificates for shares) be signed by a Director and shall be countersigned by the Secretary or by a second Director or by some other person appointed by the Directors in place of the Secretary for the purpose.	Seal.
(b)    The Company may exercise the powers conferred by the Act with regard to having an Official Seal for use abroad, and such powers shall be vested in the Directors.	Official Seal.
(c)    The Company may have a duplicate Common Seal as referred to in Section 124 of the Act which shall be a facsimile of the Common Seal with the addition on its face of the words “Share Seal”.	Share Seal.
AUTHENTICATION OF DOCUMENTS
116. Any Director or the Secretary or any person appointed by the Directors for the purpose shall have power to authenticate any documents affecting the constitution of the Company and any resolutions passed by the Company, including a resolution passed by written means, or resolutions passed by the Directors, and any books, records, documents and accounts relating to the business of the Company, and to certify copies thereof or extracts therefrom as true copies or extracts; and where any books, records, documents or accounts are elsewhere than at the Office, the local manager and other officer of the Company having the custody thereof shall be deemed to be a person appointed by the Directors as aforesaid.	Power to authenticate documents.
117. A document purporting to be a copy of a resolution of the Directors, an extract from the minutes of a meeting of Directors or a declaration signed by a sole Director in accordance with Article 109A hereof, which is certified as such in accordance with the provisions of the last preceding Article shall be conclusive evidence in favour of all persons dealing with the Company upon the faith thereof that such resolution has been duly passed or, as the case may be, that such extract is a true and accurate record of a duly constituted or deemed meeting of the Directors. Any authentication or certification made pursuant to this Article may be made by any electronic means approved by the Directors from time to time for such purpose incorporating, if the Directors deem necessary, the use of security procedures or devices approved by the Directors.	Certified copies of resolution of the Directors.
DIVIDENDS AND RESERVES
118. The Company may by Ordinary Resolution declare dividends but (without prejudice to the powers of the Company to pay interest on share capital as hereinbefore provided) no dividend shall be payable except out of the profits of the Company, or in excess of the amount recommended by the Directors.	Payment of dividends.
119. Subject to the rights of holders of shares with special rights as to dividend (if any), all dividends shall be declared and paid according to the amounts paid on the shares in respect whereof the dividend is paid, but (for the purposes of this Article only) no amount paid on a share in advance of calls shall be treated as paid on the share. All dividends shall be apportioned and paid pro rata according to the amount paid on the	Apportionment of dividends.

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shares during any portion or portions of the period in respect of which the dividend is paid, but if any share is issued on terms providing that it shall rank for dividend as from a particular date such share shall rank for dividend accordingly.
120. If and so far as in the opinion of the Directors the profits of the Company justify such payments, the Directors may pay the fixed preferential dividends on any class of shares carrying a fixed preferential dividend expressed to be payable on a fixed date on the half-yearly or other dates (if any) prescribed for the payment thereof by the terms of issue of the shares, and subject thereto may also from time to time pay to the holders of any other class of shares interim dividends thereon of such amounts and on such dates as they may think fit.	Payment of preference and interim dividends.
121. If the Company shall issue shares at a premium whether for cash or otherwise, the Directors shall transfer a sum equal to the aggregate amount or value of the premiums to an account to be called “Share Premium Account” and any amount for the time being standing to the credit of such account shall not be applied in the payment of dividend.	Share premium account.
122. No dividend or other moneys payable on or in respect of a share shall bear interest against the Company.	Dividends not to bear interest.
123. The Directors may deduct from any dividend or other moneys payable to any Member on or in respect of a share all sums of money (if any) presently payable by him to the Company on account of calls or in connection therewith.	Deduction of debts due to Company.
124. The Directors may retain any dividend or other moneys payable on or in respect of a share on which the Company has a lien and may apply the same in or towards satisfaction of the debts, liabilities or engagements in respect of which the lien exists.	Retention of dividends on shares subject to lien.
125. The Directors may retain the dividends payable on shares in respect of which any person is under the provisions as to the transmission of shares hereinbefore contained entitled to become a Member or which any person under those provisions is entitled to transfer until such person shall become a Member in respect of such shares or shall duly transfer the same.	Retention of dividends on shares pending transmission.
126. The payment by the Directors of any unclaimed dividends or other moneys payable on or in respect of a share into a separate account shall not constitute the Company a trustee in respect thereof. All dividends unclaimed after being declared may be invested or otherwise made use of by the Directors for the benefit of the Company and any dividend unclaimed after a period of six years from the date of declaration of such dividend may be forfeited and if so shall revert to the Company but the Directors may at any time thereafter at their absolute discretion annul any such forfeiture and pay the dividend so forfeited to the person entitled thereto prior to the forfeiture.	Unclaimed dividends.
127. The Company may, upon the recommendation of the Directors, by Ordinary Resolution direct payment of a dividend in whole or in part by the distribution of specific assets and in particular of paid up shares or debentures of any other company or in any one or more of such ways; and the Directors shall give effect to such resolution and where any difficulty arises in regard to such distribution, the Directors may settle the same as they think expedient and in particular may fix the value for distribution of such specific assets or any part thereof and may determine that cash payments shall be made to any Members upon the footing of the value so fixed in order to adjust the rights of all parties and may vest any such specific assets in trustees as may seem expedient to the Directors.	Payment of dividend in specie.
128. Any dividend or other moneys payable in cash on or in respect of a share may	Dividends payable

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be paid by cheque or warrant sent through the post to the registered address of the Member or person entitled thereto, or, if several persons are registered as joint holders of the share or are entitled thereto in consequence of the death or bankruptcy of the holder to any one of such persons or to such persons and such address as such persons may by writing direct. Every such cheque or warrant shall be made payable to the order of the person to whom it is sent or to such person as the holder or joint holders or person or persons entitled to the share in consequence of the death or bankruptcy of the holder may direct and payment of the cheque if purporting to be endorsed or the receipt of any such person shall be a good discharge to the Company. Every such cheque or warrant shall be sent at the risk of the person entitled to the money represented thereby.	by cheque.
129. A transfer of shares shall not pass the right to any dividend declared on such shares before the registration of the transfer.	Effect of transfer.
RESERVES
130. The Directors may from time to time set aside out of the profits of the Company and carry to reserve such sums as they think proper which, at the discretion of the Directors, shall be applicable for meeting contingencies or for the gradual liquidation of any debt or liability of the Company or for repairing or maintaining the works, plant and machinery of the Company or for special dividends or bonuses or for equalising dividends or for any other purpose to which the profits of the Company may properly be applied and pending such application may either be employed in the business of the Company or be invested. The Directors may divide the reserve into such special funds as they think fit and may consolidate into one fund any special funds or any parts of any special funds into which the reserve may have been divided. The Directors may also without placing the same to reserve carry forward any profits which they may think it not prudent to divide.	Power to carry profit to reserve.
CAPITALISATION OF PROFITS AND RESERVES
131. The Company may, upon the recommendation of the Directors, by Ordinary Resolution resolve that it is desirable to capitalise any sum for the time being standing to the credit of any of the Company’s reserve accounts (including share premium account and any capital redemption reserve funds) or any sum standing to the credit of the profit and loss account or otherwise available for distribution, provided that such sum be not required for paying the dividends on any shares carrying a fixed cumulative preferential dividend and accordingly that the Directors be authorised and directed to appropriate the sum resolved to be capitalised to the Members holding shares in the Company in the proportions in which such sum would have been divisible amongst them had the same been applied or been applicable in paying dividends and to apply such sum on their behalf either in or towards paying up the amounts (if any) for the time being unpaid on any shares held by such Members respectively, or in paying up in full unissued shares or debentures of the Company of a nominal amount equal to such sum, such shares or debentures to be allotted and distributed and credited as fully paid up to and amongst such Members in the proportion aforesaid or partly in one way and partly in the other: Provided that a share premium account and a capital redemption reserve fund may only be applied hereunder in the paying up of unissued shares to be issued to Members as fully paid shares.	Power to capitalise profits.
132. Whenever such a resolution as aforesaid shall have been passed, the Directors shall make all appropriations and applications of the sum resolved to be capitalised thereby and all allotments and issues of fully paid shares or debentures (if any) and generally shall do all acts and things required to give effect thereto with full power to the Directors to make such provision by payment in cash or otherwise as they think fit for the case of shares or debentures becoming distributable in fractions and also to authorise any person to enter on behalf of all the Members interested into an agreement with the	Implementation of resolution to capitalise profits.

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Company providing for the allotment to them respectively, credited as fully paid up, of any further shares to which they may be entitled upon such capitalisation or (as the case may require) for the payment up by the Company on their behalf, by the application thereto of their respective proportions of the sum resolved to be capitalised, of the amounts or any part of the amounts remaining unpaid on their existing shares and any agreement made under such authority shall be effective and binding on all such Members.
MINUTES AND BOOKS
133. The Directors shall cause minutes to be made in books to be provided for the purpose -			Minutes.
	(a)	of all appointments of officers made by the Directors;
	(b)	of the names of the Directors present at each meeting of Directors and of any committee of Directors;
	(c)	of all resolutions and proceedings at all Meetings of the Company and of any class of Members, of the Directors and of committees of Directors;
	(d)	of all declarations made by a sole Director which is recorded and signed by the sole Director; and
	(e)	of all resolutions passed by written means with the indication of each Member’s agreement (or agreement on his behalf) to the resolutions.
134. The Directors shall duly comply with the provisions of the Act and in particular the provisions in regard to registration of charges created by or affecting property of the Company, in regard to keeping a Register of Directors, Managers, Secretaries and Auditors, the Register, a Register of Mortgages and Charges and a Register of Directors’ Share and Debenture Holdings and in regard to the production and furnishing of copies of such Registers and of any Register of Holders of Debentures of the Company.			Keeping of Registers, etc.
135. Any register, index, minute book, book of accounts or other book required by these Articles or by the Act to be kept by or on behalf of the Company may be kept either by making entries in bound books or by recording them in any other manner. In any case in which bound books are not used, the Directors shall take adequate precautions for guarding against falsification and for facilitating discovery.			Form of registers, etc.
ACCOUNTS
136. The Directors shall cause to be kept such accounting and other records as are necessary to comply with the provisions of the Act and shall cause those records to be kept in such manner as to enable them to be conveniently and properly audited.			Directors to keep proper accounts.
137. Subject to the provisions of Section 199 of the Act, the books of accounts shall be kept at the Office or at such other place or places as the Directors think fit within Singapore. No Member (other than a Director) shall have any right of inspecting any account or book or document or other recording of the Company except as is conferred by law or authorised by the Directors or by an Ordinary Resolution of the Company.			Location and inspection.
138. Subject to the provisions of the Act, the Directors shall cause to be prepared and to be laid before the Company in General Meeting such profit and loss accounts, balance sheets, group accounts (if any) and reports as may be necessary.			Presentation of accounts.

26

139. Subject to the provisions of the Act, a copy of every balance sheet and profit and loss account which is to be laid before a General Meeting of the Company (including every document required by the Act to be annexed thereto) together with a copy of every report of the Auditors relating thereto and of the Directors’ report shall not less than fourteen days before the date of the Meeting be sent to every Member of, and every holder of debentures (if any) of, the Company and to every other person who is entitled to receive notices from the Company under the provisions of the Act or of these Articles: provided that this Article shall not require a copy of these documents to be sent to any person of whose address the Company is not aware or to more than one of the joint holders of a share in the Company or the several persons entitled thereto in consequence of the death or bankruptcy of the holder or otherwise but any Member to whom a copy of these documents has not been sent shall be entitled to receive a copy free of charge on application at the Office.			Copies of accounts.
AUDITORS
140. Subject to the provisions of the Act, Auditors shall be appointed and their duties regulated in accordance with the provisions of the Act. Every Auditor of the Company shall have a right of access at all times to the accounting and other records of the Company and shall make his report as required by the Act.			Appointment of Auditors.
141. Subject to the provisions of the Act, all acts done by any person acting as an Auditor shall, as regards all persons dealing in good faith with the Company, be valid, notwithstanding that there was some defect in his appointment or that he was at the time of his appointment not qualified for appointment.			Validity of acts of Auditors in spite of some formal defect.
142. The Auditors shall be entitled to attend any General Meeting and to receive all notices of and other communications relating to any General Meeting to which any Member is entitled and to be heard at any General Meeting on any part of the business of the Meeting which concerns them as Auditors.			Auditors’ right to receive notices of and attend at General Meetings.
NOTICES
143. (a)    Any notice may be given by the Company to any Member in any of the following ways:			Service of notice.
	(i)	by delivering the notice personally to him; or
	(ii)	by sending it by prepaid mail to him at his registered address in Singapore or where such address is outside Singapore by prepaid air-mail; or
	(iii)	by sending a cable or telex, or telefax containing the text of the notice to him at his registered address in Singapore or where such address is outside Singapore to such address or to any other address as might have been previously notified by the Member concerned to the Company; or
	(iv)	by electronic communication containing the text of the notice to him at an electronic mailing address as previously notified by the Member concerned to the Company for the purpose of receiving electronic communication.
(b)    Any notice or other communication served under any of the provisions of these Articles on or by the Company or any officer of the Company may be tested or

27

verified by telex or telefax or telephone or electronic means or such other manner as may be convenient in the circumstances but the Company and its officers are under no obligation so to test or verify any such notice or communication.
144. All notices and documents (including a share certificate) with respect to any shares to which persons are jointly entitled shall be given to whichever of such persons is named first on the Register and notice so given shall be sufficient notice to all the holders of such shares.			Service of notices in respect of joint holders.
145. Any Member with a registered address shall be entitled to have served upon him at such address any notice to which he is entitled under these Articles, except where the Member has an electronic mailing address notified to the Company for the purpose of receiving electronic communication whereupon any notice may be served by the Company to the Member concerned by electronic communication at the said electronic mailing address.			Members shall be served at registered address.
146. A person entitled to a share in consequence of the death or bankruptcy of a Member or otherwise upon supplying to the Company such evidence as the Directors may reasonably require to show his title to the share, and upon supplying also an address for the service of notice, shall be entitled to have served upon him at such address any notice or document to which the Member but for his death or bankruptcy or otherwise would be entitled and such service shall for all purposes be deemed a sufficient service of such notice or document on all persons interested (whether jointly with or as claiming through or under him) in the share. Save as aforesaid any notice or document delivered or sent by post to or left at the registered address of any Member in pursuance of these Articles shall (notwithstanding that such Member be then dead or bankrupt or otherwise not entitled to such share and whether or not the Company have notice of the same) be deemed to have been duly served in respect of any share registered in the name of such Member as sole or joint holder.			Service of notices after death etc. of a Member.
147. (a)    Any notice given in conformity with Article 143 shall be deemed to have been given at any of the following times as may be appropriate:			When service effected.
	(i)	when it is delivered personally to the Member, at the time when it is so delivered;
	(ii)	when it is sent by prepaid mail to an address in Singapore or by prepaid airmail to an address outside Singapore, on the second day following that on which the notice was put into the post;
	(iii)	when the notice is sent by cable or telex, or telefax, or electronic communication, on the day it is so sent.
(b)    In proving such service or sending, it shall be sufficient to prove that the letter containing the notice or document was properly addressed and put into the post office as a prepaid letter or airmail letter as the case may be or that a telex or telefax or electronic communication was properly addressed and transmitted or that a cable was properly addressed and handed to the relevant authority for despatch.
148. Any notice on behalf of the Company or of the Directors shall be deemed effectual if it purports to bear the signature of the Secretary or other duly authorised officer of the Company, whether such signature is printed or written.			Signature on notice.
149. When a given number of days’ notice or notice extending over any other period is required to be given the day of service shall, unless it is otherwise provided or required by these Articles or by the Act, be not counted in such number of days or period.			Day of service not counted.

28

150. (a) Notice of every General Meeting shall be given in the manner hereinbefore authorised to -			Notice of General Meeting.
	(i)	every Member;
	(ii)	every person entitled to a share in consequence of the death or bankruptcy or otherwise of a Member who but for the same would be entitled to receive notice of the Meeting; and
	(iii)	the Auditor for the time being of the Company.
(b)    No other person shall be entitled to receive notices of General Meetings.
151. The provisions of Articles 143, 147, 148 and 149 shall apply mutatis mutandis to notices of meetings of Directors or any committee of Directors.			Notice of meetings of Directors or any committee of Directors.
WINDING UP
152. If the Company is wound up (whether the liquidation is voluntary, under supervision, or by the Court) the Liquidator may, with the authority of a Special Resolution, divide among the Members in specie or kind the whole or any part of the assets of the Company and whether or not the assets shall consist of property of one kind or shall consist of properties of different kinds and may for such purpose set such value as he deems fair upon any one or more class or classes of property to be divided as aforesaid and may determine how such division shall be carried out as between the Members or different classes of Members. The Liquidator may, with the like authority, vest the whole or any part of the assets in trustees upon such trusts for the benefit of Members as the Liquidator with the like authority thinks fit and the liquidation of the Company may be closed and the Company dissolved but so that no Member shall be compelled to accept any shares or other securities in respect of which there is a liability.			Distribution of assets in specie.
INDEMNITY
153. Subject to the provisions of the Act, every Director, Auditor, Secretary or other officer of the Company shall be entitled to be indemnified by the Company against all costs, charges, losses, expenses and liabilities incurred by him in the execution and discharge of his duties or in relation thereto and in particular and without prejudice to the generality of the foregoing no Director, Manager, Secretary or other officer of the Company shall be liable for the acts, receipts, neglects or defaults of any other Director or officer or for joining in any receipt or other act for conformity or for any loss or expense happening to the Company through the insufficiency or deficiency of title to any property acquired by order of the Directors for or on behalf of the Company or for the insufficiency or deficiency of any security in or upon which any of the moneys of the Company shall be invested or for any loss or damage arising from the bankruptcy, insolvency or tortious act of any person with whom any moneys, securities or effects shall be deposited or left or for any other loss, damage or misfortune whatever which shall happen in the execution of the duties of his office or in relation thereto unless the same happen through his own negligence, wilful default, breach of duty or breach of trust.			Indemnity of Directors and officers.

29

                     NAME, ADDRESS AND OCCUPATION OF SUBSCRIBER

-s- Lee Peek Sze Christine
Lee Peek Sze Christine

8 Lakepoint Drive
#03-43
Singapore 648926

Advocate & Solicitor

Dated this 2^nd day of September 2005.

Witness to the above signature:

-s- Low Kah Keong
Low Kah Keong

Advocate & Solicitor

c/o WongPartnership

Advocates & Solicitors

80 Raffles Place

#58-01 UOB Plaza 1

Singapore 048624

30

EX-3.5

Exhibit 3.5

Company Registration No.

LL05005

THE OFFSHORE COMPANIES ACT, 1990
COMPANY LIMITED BY SHARES

MEMORANDUM

AND

ARTICLES OF ASSOCIATION

Avago Technologies Enterprise Holding
(Labuan) Corporation
(Formerly Known as Argos Enterprise Holding
(Labuan) Corporation)

Incorporated on 20^th day of September, 2005

Form 12

Offshore Companies Act 1990
(Section 51(3))

Company No. : LL05005

NOTICE OF RESOLUTION

(INCREASE IN SHARE)

Avago Technologies Enterprise Holding (Labuan) Corporation (Formerly Known as Argos Enterprise Holding (Labuan) Corporation)

To
Director-General
Labuan Offshore Financial Services Authority
Federal Territory of Labuan, Malaysia

At a meeting of the members of the above-named company duly convened and held on 01 December 2005 the special resolution set out below was duly passed.

(Set out resolution here if a copy thereof is not annexed)

Resolution:	SPECIAL RESOLUTION:
	- INCREASE OF AUTHORISED SHARE CAPITAL
	“That the authorised share capital of the Company be hereby increased from USD10,000.00 divided into 10,000 ordinary shares of USD1.00 each to USD50,000,000.00 divided into 50,000,000 ordinary shares of USD1.00 each by the creation of 49,990,000 new ordinary shares of USD1.00 each and such new ordinary shares when issued shall rank pari passu in all respects with the existing ordinary shares in the capital of the Company.”

Dated 01 December 2005

p.p. ZAID IBRAHIM SECRETARIAL SERVICES SDN. BHD.

/s/ Azizan Mohd Som

Secretary,

Authorised Signatory

Form 11

Offshore Companies Act 1990
(Section 22(2))

Company No. : LL05005

CERTIFICATE OF INCORPORATION ON CHANGE OF NAME OF OFFSHORE COMPANY

This is to certify that Argos Enterprise Holding (Labuan) Corporation which was incorporated as an offshore company under the Offshore Companies Act 1990 on the 20 September 2005 did by a special resolution resolve to change its name to Avago Technologies Enterprise Holding (Labuan) Corporation and that the company is now known by its new name with effect from the 29 September 2005.

Given under my hand and seal this 29 September 2005

/s/ Mohd. Ridzuan Zulkifli
(MOHD. RIDZUAN ZULKIFLI)
for Labuan Offshore Financial Services Authority
Federal Territory of Labuan
Malaysia

(LABUAN INTERNATIONAL OFFSHORE FINANCIAL CENTRE)

Form 12

Offshore Companies Act 1990
(Section 22(1))

Company No. : LL05005

NOTICE OF RESOLUTION

(CHANGE OF NAME)

Argos Enterprise Holding (Labuan) Corporation

To
Director-General
Labuan Offshore Financial Services Authority
Federal Territory of Labuan, Malaysia

At a meeting of the members of the above-named company duly convened and held on 28 September 2005
the special resolution set out below was duly passed.

(Set out resolution here if a copy thereof is not annexed)

Resolution:	SPECIAL RESOLUTION:
	- CHANGE OF COMPANY NAME
	“That the name of the Company be changed from “Argos Enterprise Holding (Labuan) Corporation” to “Avago Technologies Enterprise Holding (Labuan) Corporation” with effect from the date the Registrar registers the change of name.”

Dated 28 September 2005

p.p. ZAID IBRAHIM SECRETARIAL SERVICES SDN. BHD.

/s/ Zafrul Shastri Hashim

Secretary,

Authorised Signatory

Form 7

Offshore Companies Act 1990
(Section 15(5))

Company No. : LL05005

CERTIFICATE OF INCORPORATION OF OFFSHORE COMPANY

This is to certify that Argos Enterprise Holding (Labuan) Corporation is incorporated under the Offshore Companies Act 1990 on and from the 20 September 2005 and that the company is a company limited by shares.

Given under my hand and seal this 20 September 2005.

	/s/ Md. Yunus Bin Atip
	(MD. YUNUS BIN ATIP)
	for Labuan Offshore Financial Services Authority Federal Territory of Labuan Malaysia

(LABUAN INTERNATIONAL OFFSHORE FINANCIAL CENTRE)

Exempted from stamp duty via Stamp Duty
[Exemption] Order 2000 dated 17/01/2000 p.u. [A]9

THE OFFSHORE COMPANIES ACT, 1990
COMPANY LIMITED BY SHARES

MEMORANDUM OF ASSOCIATION

OF

Argos Enterprise Holding (Labuan) Corporation

A.	The name of the Company is Argos Enterprise Holding (Labuan) Corporation
B.	The registered office of the Company will be situated in the Federal Territory of Labuan, Malaysia and the management and control of the Company are to be exercised in Malaysia.
C.	The objects for which the Company is established are:-

(1)	To carry on the business of an investment holding company and for that purpose to acquire and hold either in the name of the Company or in that of any nominee shares, stocks, debentures, debenture stocks, bonds, notes, obligations and securities issued or guaranteed by any company or any other legal entity wherever incorporated, formed or carrying on business, and debentures, debenture stocks, bonds, notes, obligations and securities issued or guaranteed by any government, sovereign ruler, commissioners, public body or authority supreme, dependent, municipal, local or otherwise in any part of the world.
(2)	To invest the money of the Company upon such investments, undertaking, partnerships, syndicates, joint and single ventures, public and private corporations and enterprises and in such manner as may from time to time be determined.
(3)	To insure or guarantee the payment of advances, credits, bills of exchange and other commercial obligations or commitments of every description whether at home or abroad, and to indemnify any person against default in any such payment, and to guarantee the payment of money secured by or payable under or in respect of any debenture, debenture stock, bond, mortgage, charge or security of any person or corporation, or any local or other authority.
(4)	To enter into or be a party to any transaction or document.
(5)	To acquire, hold, dispose of or deal with any information or rights or property of any kind.
(6)	To acquire, hold, dispose of or deal with the whole or any part of the undertaking of any other company, association or business.
(7)	To dispose of or otherwise deal with the whole or any part of its undertaking or business.
(8)	To assume any duties, obligations or liabilities.

Page 1

(9)	To acquire any rights or interests.
(10)	To provide or procure provision of any services.
(11)	To lend and borrow in any currency or currencies except the Malaysian currency as permitted by the Offshore Companies Act 1990 and the regulations made thereunder and/or the Labuan Offshore Financial Services Authority (“LOFSA”) and/or any relevant governmental or non-governmental authority.
(12)	To procure its registration or recognition in any place outside Labuan.
(13)	To create and extinguish liabilities and rights and interests.
(14)	To issue shares, debentures and options, and to subscribe for shares, debentures and options and to redeem and forfeit the same.
(15)	To employ or retain persons in and about its business or the business of any other company or person.
(16)	To give indemnities and guarantees and obtain indemnities and guarantees.
(17)	To take out insurance of all kinds whether over the property or rights of the Company or not.
(18)	To promote any other company.
(19)	To make gifts, donations and wagers, which may lawfully be made, whether the same may, or may not be for the purpose of advancing its business.
(20)	To do any of the things which it may do in association with any other person and as principal or agent or as trustee or for its own benefit.
(21)	To promote any other business.
(22)	To do all such things as are incidental or conducive to the exercise of the powers of the Company.
(23)	By way of settlement or other dealing or disposition, to give the right to a person not a member of the Company to share in the whole or any part of its gains or profits to the exclusion of its members, provided that in exercising such power no distribution of gains or profits shall be made pursuant to such settlement, disposition or other dealing which would exceed the amount properly distributed as a dividend or properly capable of being returned as capital surplus where such distribution is a distribution to some or to all of the members of the Company.
(24)	To establish or acquire or carry on an office being a subsidiary or a branch or a marketing office or a general office in any part of Malaysia outside Labuan with the approval of LOFSA and subject always to the provisions of the Offshore Companies Act 1990 and regulations made thereunder.

Page 2

(25) To do all other things which are not prohibited by or under the Offshore Companies Act 1990 or the regulations or otherwise by any written law of Malaysia.

D.

The liability of the members is limited.

E.

The share capital of the Company is UNITED STATES DOLLARS TEN THOUSAND (USD10,000.00) only divided into TEN THOUSAND (10,000) ordinary shares of UNITED STATES DOLLAR ONE (USD1.00) par value each (collectively the “Capital”) with power for the Company to increase, sub-divide, consolidate or reduce such Capital and to divide the shares forming the Capital (original, increased or reduced) into several classes and to attach thereto respectively preferential, deferred, special or qualified rights, privileges or conditions as regards dividends, repayment of capital, voting or otherwise.

* * * * * * * * * * * * * * * * * * * * * * * * *

Page 3

We, the several persons whose names and addresses are subscribed, are desirous of being formed into an Offshore Company pursuant to the Offshore Companies Act 1990 and to this Memorandum of Association, and we respectively agree to take the number of shares in the capital of the Company set opposite our respective names.

Names, addresses and descriptions	Number of Shares taken by each
of Subscribers	Subscriber
Argos General IP (Singapore) Pte. Ltd.		1	ONE
(Company No. : 200512430D)	ORDINARY SHARE		ORDINARY SHARE
c/o Wong Partnership,
Advocates and Solicitors,
80 Raffles Place, #58-01, UOB Plaza 1,
SINGAPORE 048624
	/s/ Adam H. Clammer
	Authorised Signatory for
	Argos General IP (Singapore) Pte. Ltd.
Total Number of Shares Taken	ONE ORDINARY SHARE
	OF USD1.00 EACH
Dated this 9th day of September, 2005
Witness to the above signature :
	/s/ Kimberly Ann Wilding
	Name : Kimberly Ann Wilding
	Driving License No. : C1639206
	Address : 49 Showers, Dr. Unit 227, Mountain View, CA 94040, United States of America

Page 4

Exempted from stamp duty via Stamp Duty
[Exemption] Order 2000 dated 17/01/2000 p.u. [A]9

THE OFFSHORE COMPANIES ACT 1990
COMPANY LIMITED BY SHARES

ARTICLES OF ASSOCIATION

OF

Argos Enterprise Holding (Labuan) Corporation

INTERPRETATION

1) Definitions. Reference in these Articles to the Act shall mean the Offshore Companies Act, 1990. The following Articles shall constitute the Articles of the Company. In these Articles, words and expressions defined in the Act shall have the same meaning and unless otherwise required by the context, the singular shall include the plural and vice versa, the masculine shall include the feminine and neuter genders and references to persons shall include corporations and all legal entities capable of having a legal existence.

LIMITED COMPANY

2) Private Company Limited By Shares. The Company is a private company, and accordingly:-

(a)	the right to transfer shares is restricted in the manner hereinafter prescribed;
(b)	any invitation to the public to subscribe for any shares or debentures of the Company is prohibited except in accordance with the Act;
(c)	Any invitation to the public to deposit money with the Company for fixed periods or payable at call, whether bearing or not bearing interest, is prohibited except in accordance with the Act; and
(d)	all prices and values given in respect of the shares of the company shall be in a currency other than the Malaysian currency.

SHARES

3)

Issue Of Shares. The shares taken by the subscribers to the Memorandum of Association shall be issued by the directors, subject as aforesaid, and to the provisions of the immediate following Articles, the shares shall be under the control of the directors, who may allot and issue the same to such persons on such terms and conditions and at such times as the directors think fit but so that no shares shall be issued at a discount except in accordance with Section 50 of the Act.

4)

Redeemable Preference Shares. The Company shall have power to issue preference shares carrying a right to redemption or liable to be redeemed at the option of the Company or to issue preference capital ranking equally with or in priority to preference shares already issued and the Directors may, subject to the provisions of the Act, redeem such shares on such terms and in such manner as they may think fit.

Page 5

5)

Share Certificate. Every member shall without payment be entitled, to receive, within two (2) months after allotment or within one (1) month after lodgement of transfer, certificate(s), under the Seal for all the shares registered in his name, specifying the shares to which the certificate relates and the amount paid up thereon Provided that in the case of joint holders the Company shall not be bound to issue more than one certificate and delivery of such certificate to any one of the joint holders shall be sufficient delivery to all. Each share certificate shall be numbered and denote the number of the shares in respect of which it is issued.

6)

Issue of New Certificate. If a certificate is worn out or lost, it may be renewed on production of the worn-out certificate, or on satisfactory proof of its loss together with such indemnity as the directors may reasonably require. Any member receiving a share certificate shall indemnify and hold the Company and its officers harmless from any loss or liability which it or they may incur by reason of wrongful or fraudulent use or representation made by any person by virtue of the possession of such certificate.

LIEN

7)	Company To Have Lien On Shares And Dividends. The Company shall have a first and paramount lien upon all shares (whether fully paid or not) registered in the name of any member, either alone or jointly with any other person, for his debts, liabilities and engagement whether solely or jointly with any other person, to or with the Company, whether the period for the payment fulfilment or discharge thereof shall have actually arrived or not, and such lien shall extend to all dividends from time to time declared in respect of such shares.
8)	Lien May Be Enforced By Sale Of Shares. The directors may sell any shares subject to such lien at such time or times and in such manner as they think fit, but no sale shall be made until such time as the moneys in respect of which such lien exists or some part thereof are or is presently payable or a liability or engagement in respect of which such lien exists is liable to be presently fulfilled or discharged and until a demand and notice in writing stating the amount due or specifying the liability or engagement and demanding payments or fulfilment or discharge thereof, and giving notice of intention to sell in default, shall have been served on such member or any persons entitled by transmission to the shares, and default in payment, fulfilment or discharge shall have been made by him or them for seven (7) days after such notice.
9)	Directors May Authorise Transfer And Enter Purchaser’s Name In Register. To give effect to any such sale the directors may authorise some persons to transfer the shares sold to the purchaser and may enter the purchaser’s name in the register of members as holders of the shares, and the purchaser shall not be bound to see to the application of the purchase money, nor shall his title to the shares be affected by an irregularity or invalidity in the proceedings in reference to the sale.
10)	Application Of Proceeds Of Sale. The net proceeds of any such sale shall be applied in or towards satisfaction of the amount due to the Company or of the liability and the balance (if any) shall be paid to the member or any person entitled by transmission to the shares so sold.
11)	Members Not Entitled To Privilege Of Membership Until All Calls Paid. No member shall be entitled to receive any dividend or to exercise any privilege as a member until he has paid all calls for the time being due and payable on every share held by him, whether alone or jointly with any other person, together with interest and expenses (if any).

Page 6

CALLS ON SHARES

12)	(a)	Directors May Make Calls. The directors may, subject to the provisions of these Articles, from time to time make such calls upon the members in respect of all moneys unpaid on their shares as they think fit, provided that fourteen (14) days’ notice at least is given of each call and each member shall be liable to pay the amount of every call so made upon him to the persons, by the instalments (if any) and at the times and places appointed by the directors.
	(b)	When Call Deemed To Have Been Made. A call shall be deemed to have been made at the time when the resolution of the directors authorising such call was passed.
	(c)	Liability Of Joint Holders. The joint holder of a share shall be jointly and severally liable to pay all calls and instalments in respect thereof.
	(d)	Interest On Unpaid Call. If before or on the said appointed date for payment thereof, a call or instalment payable in respect of a share is not paid, the person from whom the same is due shall pay interest on the amount of the call or instalment at such rate not exceeding ten per cent (10%) per annum as the directors shall fix from the day appointed for payment thereof to the time of actual payment, but the directors may waive payment of such interest wholly or in part.
	(e)	Sum Payable On Allotment Deemed To Be A Call. Any sum which by the terms of allotment of a share is made payable upon allotment or at any fixed date, whether on account of the amount of the share or by way of premium, shall, for all purposes of these Articles, be deemed to be a call duly made and payable on the date fixed for payment, and in case of non-payment the provisions of these Articles as to payment of interest and expenses, forfeiture and the like, and all of the relevant provisions of these Articles, shall apply as if such sum were a call duly made and notified as hereby provided.
	(f)	Difference In Calls. The directors may, from time to time, make arrangements on the issue of shares for a difference between the holders of such shares in the amount of calls to be paid and in the time of payment of such calls.
	(g)	Calls May Be Paid In Advance. The directors may, if they think fit, receive from any member willing to advance the same, all or any part of the money due upon his shares beyond the sums actually called up thereon, and upon the moneys so paid in advance, or so much thereof as exceeds the amount for the time being called up on the shares in respect of which such advance has been made, the directors may pay or allow such interest as may be agreed between them and such member, in addition to the dividend payable upon such part of the share in respect of which such advance has been made as is actually called up.
		TRANSFER OF SHARES
13)	(a)	Offer To Sell Shares. No member shall sell, transfer or otherwise part with the beneficial ownership of any share in the Company without first making an offer to sell the same to the other existing members.

Page 7

(b)	Offer To Remain Open. Every such offer shall remain open for the period stated in the offer, or if it is not stated in the offer, then for one hundred and twenty (120) days from the date of the offer.
(c)	More Than One Offerree. If before the expiry of such period the offeree shall, or if there is more than one any or all of the offeree(s) shall, accept all the shares so offered so that no part of the shares offered remain unaccepted, the offeror shall sell and the offeree or offerees shall purchase all the shares at the price not less than the fair market value as defined under paragraph (e) of this Article 13.
(d)	Notification To Auditors. Any member intending to offer his shares in the Company for sale shall not later than seven (7) days after the offer is made notify the Company’s auditors in writing of his intention to do so.
(e)	“Fair Value”. For the purpose of this Article 13, “fair value” per share shall mean the market value and if there is no market value determinable, it shall be the shareholders equity value equivalent to the total assets amount less the total liabilities amount as shown in the Company’s balance sheet, certified by the Company’s auditor in his sole discretion as at the end of the calendar month immediately preceding the calendar month in which the offer of the sale thereof is made or deemed to have been made, divided by the total number of issued shares of the Company. The fair value so determined shall be final and conclusive and binding upon the selling member and purchasing member. The Company’s auditor for the purpose of this provision, shall report the “fair value” as herein provided to the selling member and purchasing member within sixty (60) days after the receipt from the selling member of a notice in writing of his intention to sell the shares as herein provided. In certifying the fair value of the shares the Company’s auditor shall be acting as an expert and not as an arbitrator, and accordingly, the Malaysian arbitration laws shall not apply. All costs and expenses of the auditor shall be borne by the selling member.
(f)	Transfer To Be In Writing. Subject to the restrictions of these Articles, any member may transfer all or any of his shares but every transfer must be in writing and in the usual common form, or in any other form which the director may approve, and may be under hand only, and must be left at the office or at such other place as the directors may determine for registration, accompanied by the certificate for the shares to be transferred and such other evidence (if any) as the directors may require to prove the title of the intending transferor or his right to transfer the shares.
(g)	Signing By Both Transferor and Transferee. The instrument of transfer of a share shall be signed both by the transferor and by the transferee, and the transferor shall be deemed to remain the holder of the share until the name of the transferee is entered in the register in respect thereof. Shares of different classes shall not be comprised in the same instrument of transfer.
(h)	Retention of Instruments Of Transfer. All instruments of transfer which shall be registered shall be retained by the Company, but any instrument of transfer which the directors may refuse to register shall (except in any case of fraud) be returned to the party presenting the same.

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	(i)	Refusal To Register Transfer. If the directors refuse to register any transfer of a share, they shall within one (1) month after the date of which the transfer was lodged with the Company, send to the transferee notice of the refusal.
	(j)	Suspension Of Registration. The registration of transfer may be suspended at such time and for such period as the directors may from time to time determine, provided always that such registration shall not be suspended for more than thirty (30) days in any year.
	(k)	Renunciations. Nothing in these Articles shall preclude the directors from recognising a renunciation on the allotment of any share by the allottee in favour of some other persons.
		TRANSMISSION OF SHARES
14)	(a)	Transmission On Death. In the case of the death of a shareholder the survivors or survivor where the deceased was a joint holder, and the executors or administrators of the deceased where he was a sole or only surviving holder, shall be the only person recognised by the Company as having any title to his interest in the shares, but nothing in this Article shall release the estate of a deceased holder (whether sole or joint) from any liability in respect of any share held by him.
	(b)	Registration Of Executors And Trustees In Bankruptcy. Any person becoming entitled to a share in consequence of the death, incompetence or bankruptcy of a member may, subject as hereinafter provided, either be registered himself as holder of the share upon giving to the Company notice in writing of his desire, or transfer such share to some other persons. All the provisions relating to the right to transfer and the registration of transfer of shares shall be applicable to any such notice or transfer as aforesaid as if the death, incompetence or bankruptcy of the member had not occurred and the notice or transfer were a transfer executed by such member.
	(c)	Rights Of Unregistered Holders And Trustees. Save as otherwise provided by or in accordance with these provisions, a person becoming entitled to a share in consequence of the death or bankruptcy of a member shall be entitled to the same dividends and other advantages to which he would be entitled if he was the registered holder of the share, except that he shall not be entitled in respect thereof to exercise the rights conferred by the membership in relation to meetings of the Company until he has been registered as a member in respect of the share. Should such person fail either to transfer the share or to be registered as a member in respect thereof within sixty (60) days of being required to do by the directors, he shall be deemed to have elected to be registered as a member in respect thereof and may be registered accordingly.

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FORFEITURE OF SHARES

15)	(a)	Directors Require Payment Of Call With Interest And Expenses. If any member fails to pay the whole or any part of any call or instalment of a call on or before the day appointed for the payment thereof, the directors may at any time thereafter, during such time as the call or instalment or any part thereof remains unpaid, serve a notice on him or on the person entitled to the share by transmission requiring him to pay such call or instalment or such part thereof as remains unpaid, together with interest at such rate not exceeding ten per cent (10%) per annum as the directors shall determine, and any expenses that may have accrued by reason of such non-payment.
	(b)	Notice Requiring Payment To Contain Certain Particulars. The notice shall name a further day (not earlier than the expiration of seven (7) days from the date of the notice) on or before which such call or instalment, or such part as aforesaid, and all interest and expenses that have accrued by reason of such non-payment, are to be paid. It shall also name the place where payment is to be made, and shall state that, in the event of non-payment at or before the time and at the place appointed, the shares in respect of which such call was made will be liable to be forfeited.
	(c)	On Non-compliance With Notice Shares Forfeited On Resolution Of Directors. If the requirements of any such notice as aforesaid are not complied with, any share in respect of which such notice has been given may at any time thereafter, before the payment required by the notice has been made, be forfeited by a resolution of the directors to that effect. A forfeiture of shares shall include all dividends in respect of the shares not actually paid before the forfeiture notwithstanding that they shall have been declared.
	(d)	Notice Of Forfeiture To Be Given And Entered In Register Of Members. When any share has been forfeited in accordance with these Articles, notice of the forfeiture shall forthwith be given to the holder of the share or to the person entitled to the share by transmission, as the case may be, and an entry of such notice having been given, and of the forfeiture with the date thereof, shall forthwith be made in the register of members opposite to the share.
	(e)	Directors May Annul Forfeiture Upon Terms. Notwithstanding any such forfeiture as aforesaid the directors may, at any time before the forfeited share has been otherwise disposed of, annul the forfeiture upon the terms of payment of all calls and interest due thereon and all expenses incurred in respect of the share and upon such further terms (if any) as they shall see fit to impose.
	(f)	Directors May Dispose Of Forfeited Shares. Every share which shall be forfeited may be sold, re-allotted or otherwise disposed of, either to the person who was before forfeiture the holder thereof or entitled thereto, or to any other person upon such terms and in such manner as the directors shall think fit, and the directors may, if necessary, authorise some person to transfer the same to such other person as aforesaid.

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(g)	Former Holder Of Forfeited Shares Liable For Call Made Before Forfeiture. A shareholder whose shares have been forfeited shall, notwithstanding, be liable to pay to the Company all calls made and not paid on such shares at the time of forfeiture, and interest thereon to the date of payment, in the same manner in all respect as if the shares had not been forfeited, and to satisfy all (if any) the claims and demands which the Company might have enforced in respect of the shares at the time of forfeiture, without any deduction or allowances for the value of the shares at the time of forfeiture.
(h)	Consequences Of Forfeiture. The forfeiture of a share shall involve the extinction at the time of forfeiture of all interest in and all claims and demands against the Company in respect of the share, and all other rights and liabilities incidental to the share as between the shareholder whose share is forfeited and the Company, except only such of the rights and liabilities as are by these Articles expressly saved, or as are by the Act given or imposed in the case of past members.
(i)	Title To Forfeited Share. A statutory declaration in writing that the declarant is a director of the Company, and that a share has been duly forfeited in pursuance of these Articles, and stating the date upon which it was forfeited, shall, as against all persons claiming to be entitled to the share adversely to the forfeiture thereof, be conclusive evidence of the facts therein stated, and such declaration, together with the receipt of the Company for the consideration (if any) given for the share on the sale or disposition thereof and a certificate of proprietorship of the share under the seal deliver to the person to whom the same is sold or disposed of, shall constitute a good title to the shares, and (subject to the execution of any necessary transfer) such person shall be registered as the holder of the share and shall be discharged from all calls made prior to such sale or disposition, and shall not be bound to see the application of the purchase money (if any) nor shall his title to the share be affected by any act, omission or irregularity to or connected with the proceedings in reference to the forfeiture, sale, re-allotment or disposal of the share.

ALTERATION OF SHARE CAPITAL

16)	Company May Increase Its Capital. The Company may from time to time by Special Resolution increase the share capital by such sum, to be divided into shares of such amount, as the Special Resolution shall prescribe.
17)	Company May Alter Its Capital. The Company may by Special Resolution -

(a)	increasing its share capital by the creation of new shares of such amount as it thinks expedient; or
(b)	consolidating and dividing all or any of its share capital into shares of larger amounts than its existing shares ; or
(c)	subdividing its shares or any of them into shares of smaller amount than is fixed by the Memorandum of Association, so however that in the sub-division the proportion between the amount paid and the amount, if any, unpaid on each reduced share shall be the same as it was in the case of the share from which the reduced share is derived; or

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(d)	cancel any share not taken or agreed to be taken by any person and which has been forfeited and diminish the amount of its share capital by the amount of shares so cancelled; or
(e)	converting all any of its paid-up shares into stock and reconverting that stock into paid-up shares of any denomination; or
(f)	redenominating the currency of any shares by the conversion of shares denominated in one currency to the same number of shares of another currency with the prior written of the creditor, if any.

	Provided that any alteration of the rights of the holders of such existing class of shares shall not prejudice the existing rights of the holders of any other class of shares.
18)	Company May Reduce Its Capital. Subject to any provisions of the Act, the Company may, by Special Resolution, reduce its share capital and any capital redemption reserve fund or any share premium account in any manner.

MODIFICATION OF CLASS RIGHTS

19) Rights Of Shareholders May Be Altered. Subject to the provisions of the Act, all or any of the rights, privileges or conditions for the time being attached or belonging to any class of shares for the time being forming part of the share capital of the Company may from time to time be modified, affected, varied, extended or surrendered in any manner with the consent in writing of the holders of not less than three-fourths of the issued shares of that class, or with the sanction of a Special Resolution passed at a separate general meeting of the holders of the shares of the class. To any separate meeting all the provisions of these Articles as to general meetings of the Company shall mutatis-mutandis apply, but so that the necessary quorum shall be members of the class holding or representing by proxy one third of the share capital paid or credited as paid on the issued shares of the class, and every holder of shares of the class in question shall be entitled on a poll to one vote for any such shares held by him.

GENERAL MEETINGS

20)	(a)	Annual General Meeting. An annual general meeting shall be held once in every calendar year, save and except for the year of incorporation, at such time and place (including in Labuan or any part of Malaysia or any part of the world) as may be determined by the directors, but so that within nine (9) months after the date to which the accounts of the Company are made up.
	(b)	Extraordinary General Meeting. A general meeting other than the statutory meeting and Annual General Meeting is called an Extraordinary General Meeting. The directors may call an Extraordinary Meeting whenever they think fit and an Extraordinary Meeting shall also be convened on such requisition.

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(c)

Resolution Signed By All Members As Effective As If Passed At General Meeting. Subject to the Act, a resolution in writing signed by all members for the time being entitled to receive notice of and attend and vote at general meetings (or being corporations by their duly authorised representatives) shall be valid and effective as if the same had been passed at a general meeting of the Company duly convened and held, and may consist of several documents in the like form each signed by one or more members. For the purposes of this Article a cable telegram, telex, telefax or other electronic communication sent by a member shall be deemed to be document signed by him.

(d)

Notice Of Meeting

(i)	Annual General Meeting
	The Company shall give its members notice of such meeting not less than fourteen (14) days before the meeting. The accidental omission to give such notice to or the non-receipt of such notice by any members shall not invalidate the proceedings or any resolution passed at the meeting.
(ii)	Extraordinary General Meeting
	The Company shall give its members notice for such meeting not less than twenty-one (21) days, specifying the place, day and hour of meeting and in the case of special business the general nature of such business, shall be given in manner hereinafter mentioned to such persons as are under the provisions of these Articles entitled to receive notices of general meetings from the Company, but with the consent of all persons for the time being entitled as aforesaid, a meeting may be convened upon a shorter notice, and in such manner as such persons may approve. The accidental omission to give such notice to or the non-receipt of such notice by any such person shall not invalidate the proceedings or any resolution passed at any such meeting.

PROCEEDINGS AT GENERAL MEETINGS

21)	(a)	Special Business. All business shall be deemed special that is transacted at an Extraordinary General Meeting, and also all that is transacted at an ordinary meeting, with the exception of declaring a dividend, the consideration of the accounts, balance sheets, and the reports of the directors and auditors, and any other documents annexed to the balance sheets, the election of directors in the place of those retiring and the appointment and fixing of the remuneration of the auditors.
	(b)	No Business To Be Transacted Unless Quorum Present. No business shall be transacted at any general meeting unless a quorum is present when the meeting proceeds to business. For all purposes the quorum shall be one shareholder present in person or by proxy. For the purposes of this Article, such shareholder or his proxy shall be deemed to be present at the meeting if he participates by telephone or other electronic means and all members participating in the meeting are able to hear each other and recognise each other’s voice, and for this purpose participation shall constitute proof of recognition.

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(c)	If No Quorum Meeting Dissolved. If within thirty (30) minutes from the time appointed for the holding of a general meeting, a quorum is not present, the meeting shall be dissolved and shall stand adjourned to such other day and at such other time and place as the directors may determine.
(d)	Chairman Of Board To Preside At All Meetings. The chairman, if any, of the board of directors shall preside at every general meeting, but if there be no such chairman or if at any meeting he shall not be present within fifteen (15) minutes after the time appointed for holding the same, or shall be unwilling to act as chairman, the members present shall choose one of the directors to act as chairman or if no director be present, or if all the directors present decline to take the chair, the members present shall choose one of the members present to be chairman of the meeting.
(e)	Notice Of Adjourned Meeting. The chairman may, with the consent of any meeting, adjourn any meeting from time to time and from place to place. Whenever a meeting is adjourned for ten (10) days or more, notice of the adjourned meeting shall be given in the same manner as in the case of an original meeting. Save as aforesaid, no member shall be entitled to any notice of an adjournment or of the business to be transacted at any adjourned meeting other than the business which might have been transacted at the meeting from which the adjournment took place.
(f)	How Poll To Be Taken. A poll demanded on the election of a chairman or on a question of adjournment shall be taken at such time and place, and in such manner as the chairman directs and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded. Any business other than upon which a poll has been demanded may be proceeded with at a meeting pending the taking of the poll.
(g)	Chairman To Have Casting Vote. In the case of an equality of votes, whether on a show of hands or on a poll, the chairman shall be entitled to a second or casting vote.

VOTES OF MEMBERS

22)	(a)	Number Of Votes. Subject to any rights or restrictions for the time being attached to any class or classes of shares, every member present in person or by proxy or represented by an attorney shall have one vote on a show of hands and shall have one vote for each voting share of which he is the holder.
	(b)	Split Votes. On a poll a member entitled to more than one vote need not, if he votes, use all his votes or cast all the votes he uses in the same way.
	(c)	Votes Of Joint Holders Of Shares. In the case of joint holders, the vote of the senior who tenders a vote whether in person or by proxy shall be accepted to the exclusion of the votes of any other joint holder; and for this purpose seniority shall be determined by the order in which the names stand in the register of members.

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(d)	Votes Of Lunatic Member. A person of unsound mind, or in respect of whom an order has been made by a court having jurisdiction in lunacy, may vote, whether on a show of hands or on a poll, by his committee receiver, curator bonis, or other legal curator and such last mentioned persons may give their votes either personally or by proxy.
(e)	Members Indebted To Company In Respect Of Shares Not Entitled To Vote. No members shall be entitled to vote at any general meeting unless all calls or other sums presently payable by him in respect of shares in the Company have been paid.
(f)	Instrument Appointment Proxy To Be In Writing. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing or if the appointor is a corporation under the hand of an officer or attorney of the corporation. The instrument appointing a proxy shall be deemed to confer authority to demand or join in demanding a poll. A proxy or an attorney need not be a member of the Company.
(g)	Instrument Appointing A Proxy To Be Left At The Office. The instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed, or a notarially certified copy of that power or authority shall be deposited at the office not less than forty-eight (48) hours before the time for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote, and in default the instrument of proxy shall not be treated as valid.
(h)	Form Of Proxy. An instrument appointing a proxy shall be in writing in the common form or any other form approved by the directors.
(i)	Corporation Acting By Representative At Meeting. Any corporation or other form of corporate legal entity which is a member of the Company may by resolution of their directors or other governing body authorising such person as they think fit to act as representative at any meeting of the members or any class of members of the Company, and the person so authorised shall be entitled to exercise the same powers on behalf of the corporation which he represents as that corporation could exercise if it were an individual member of the Company.
(j)	Proxy By Cable, Telegram, Telefax, Telex Or Other Electronic Means Shall Be Valid. Notwithstanding the provisions of paragraphs (f), (g) and (h) of this Article hereof the appointment of a proxy shall be valid if made by cable, telegram, telefax, telex or other electronic means.

DIRECTORS

23)	(a)	Number Of Directors. The Company shall have at least one (1) director who may be a resident director or a corporation.
	(b)	Terms Of Appointment. Each director holds office according to the terms of his appointment until his successor takes office or until his earlier death, resignation or removal.

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(c)	First Director. The first director or directors shall be elected by the subscriber to the Memorandum of Association. Thereafter, the director or directors shall be elected by the members or directors for such term as the members or directors may determine and may be removed by the members.
(d)	No Retirement By Rotation. Directors shall not be subject to annual retirement by rotation. Save and except when a resident director is required under the Act, a resident director who is an officer of a Trust Company, which made him available for the appointment, may, subject to agreement between the Company and the Trust Company be replaced at any time.
(e)	Director’s Qualification. A director shall not be required to hold any share qualification in the Company but nevertheless shall be entitled to attend and speak at any meeting of the members and at any separate meeting of the holders of any class of shares in the Company. A director of the Company may be a corporate person. A resident director of the Company shall be an officer of a Trust Company made available for the appointment by such Trust Company.
(f)	Alternate Directors. A director by writing under his hand deposited at the registered office of the Company may from time to time appoint another director or any other person to be his alternate. Every such alternate shall be entitled to be given notice of meetings of the directors and to attend and vote as a director at any such meeting at which the director appointing him is not personally present and generally at such meeting to have and exercise all the powers, rights, duties and authorities of the director appointing him. Every such alternate shall be deemed to be an officer of the Company and shall not be deemed to be an agent of the director appointing him. If undue delay or difficulty would be occasioned by giving notice to a director of a resolution of which his approval is sought in accordance with Article 27(h) hereof, his alternate (if any) shall be entitled to signify approval of the same on behalf of that director.
	A director by writing under his hand deposited at the registered office of the Company may at any time revoke the appointment of an alternate appointed by him. If a director shall die or cease to hold the office of director, the appointment of his alternate shall thereupon cease and terminate.
(g)	Director’s Remuneration. The remuneration of the directors shall from time to time be determined by the Company in general meeting. The directors shall also be paid such travelling, hotel and other expenses as may reasonably be incurred by them in the execution of their duties including any such expenses incurred in connection with their attendance at meetings of directors. If by arrangement with the other directors any director shall perform or render any special duties or services outside his ordinary duties as a director, the directors may pay him special remuneration by way of salary, commission, participation in profits or otherwise as may be arranged. The remuneration or fees, if any, of a resident director shall be payable to the Trust Company which made him available for the appointment, and in such manner and at such times as may be agreed between the Trust Company and the Company.

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(h)	Director May Be Interested In Other Companies. A director of the Company may be or become a director or other officer of, or otherwise interested in, any company whether promoted by the Company or otherwise or in which the Company may be interested as shareholder or otherwise, and no such remuneration or other benefits received by him as a director or officer of, or from his interest in such other company shall constitute an interest in such other company unless the Company otherwise directs.
(i)	Directors To Manage Company’s Business. The business of the Company shall be managed by the Directors who may pay all expenses incurred preliminary to and in connection with the formation and registration of the Company, and may exercise all such powers of the Company as are not by the Act or by these Articles required to be exercised by the members subject to any delegation of such powers as may be authorised by these Articles and to such requirements as may be prescribed by a resolution of the members; but no requirement made by a resolution of the members shall prevail if it be inconsistent with these Articles nor shall such requirement invalidate any prior act of the Directors which would have been valid if such requirement had not been made.
(j)	Managing Director. The directors may from time to time appoint one (1) of the directors to be managing director and a director so appointed shall, subject to the provisions of any contract between him and the Company, be subject to the same provisions as to resignation and removal as the other directors of the Company, and if he ceases to hold the office of directors he shall ipso facto and immediately cease to be a managing director.
(k)	Attorneys. The directors may from time to time and at any time by power of attorney, appoint any company, firm or persons or body or persons, whether nominated directly or indirectly by the directors, to be the attorney or attorneys of the Company for such purposes and with such powers authorities and discretion (not exceeding those vested in or exercisable by the directors under these Articles) and for such period and subject to such conditions as they may think fit, and any such powers of attorneys may contain such provisions for the protection and convenience of persons dealing with any such attorney as the directors may think fit and may also authorise any such attorney to delegate all or any of the powers, authorities and discretion vested in him.
(l)	Directors’ Borrowing Powers. The directors may borrow or raise funds from time to time for the purposes of the Company or secure the payment of such sums as they may think fit, and may secure the repayment or payment of any such sums by mortgage or charge upon all or any of the property or assets of the Company or by the issue of debentures (whether at par or at a discount or premium) or otherwise as they may think fit.
(m)	Vacancies In Board. A vacancy in the board of directors may be filled by the appointment of a new director pursuant to a resolution of members or of a majority of the remaining directors.

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	(n)	Directors To Comply With Act. The directors shall duly comply with the provisions of the Act, and particularly the provisions as to registration and keeping copies of mortgages and charges, keeping a register of members, keeping a register of directors and secretaries and entering all necessary particulars therein, and sending a copy thereof or a notification of any changes therein to LOFSA, and sending to such Registrar of Companies an annual return as required by Section 109 of the Act, notices as to increase of capital, returns of allotments and contract relating thereto, copies of Special Resolutions and other particulars connected with the above.
	(o)	Directors To Cause Minutes To Be Made. The directors shall cause proper minutes to be made of all general meetings, meetings of directors and committees of the Company and all business transacted at such meetings; and such minutes of any meeting, if purporting to be signed by the chairman of such meeting, shall be conclusive evidence without any further proof of the facts therein stated.
	(p)	Director Who Is A Body Corporate. Any director who is a body corporate may appoint any person as its duly authorised representative for the purpose of representing it at Directors’ meetings and of transacting any of the business of the directors.
		DIRECTORS CONTRACTING WITH COMPANY
		OR HOLD OFFICE OF PROFIT
24)	(a)	Director contracting with the Company. A director may contract with and be interested in any contract or proposed contract with the Company and shall not be liable to account for any profit made by him by reason of any such contract, provided that the nature of the interest of the director in any such contract be declared at a meeting of the directors as required by Section 91 of the Act. No director shall vote as a director in respect of any contract or arrangement in which he is interested, although he shall be counted in the quorum present at the meeting, but this prohibition shall not apply to any contract or arrangement with any other company in which he is interested only as an officer or director of that other company or as holder of shares or other securities.
	(b)	Director holding office or place of profit. A director may hold any other office or place of profit under the Company (except that of auditor) in conjunction with his office of director for such period and on such terms as to remuneration and otherwise as the directors may determine.
	(c)	Remuneration. A director may act by himself or his firm in any professional capacity of the Company (except as auditor) and he or his firm shall be entitled to remuneration for professional services as if he was not a director.

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DISQUALIFICATION OF DIRECTORS

25) Office Of Directors Vacated In Certain Cases. Subject as herein otherwise provided or to the terms of any subsisting agreement, the office of a director shall be vacated:-

(a)	if a receiving order is made against him or he makes any arrangement or composition with his creditors.
(b)	if he is prohibited from being a director by reason of any order made under provisions of the Act.
(c)	if he is found lunatic or becomes of unsound mind.
(d)	if he shall be requested in writing to vacate office by all the other directors and they pass a resolution that he has been so requested and by reason thereof has vacated his office.
(e)	if he resigns his office by notice in writing to the Company.

APPOINTMENT AND REMOVAL OF DIRECTORS

26)	(a)	Appointment. The directors shall have power at any time, and from time to time, to appoint any person to be a director, either to fill a casual vacancy or as an addition to the existing directors. The First Directors of the Company shall be ADAM HERBERT CLAMMER (USA PASSPORT NO. : 205456166) AND KENNETH YEH-KANG HAO (USA PASSPORT NO. : 211313143).
	(b)	Removal. The Company may by ordinary resolution remove any director before the expiration of his period of office, and may by an ordinary resolution appoint another person in his stead.

PROCEEDINGS OF DIRECTORS

27)	(a)	Director May Call Meeting Of Directors. A director may and the Secretary, on the requisition of a director, shall at any time summon a meeting of the directors.
	(b)	Meeting Of Directors. The directors may meet together for the dispatch of business adjourn, and otherwise regulate their meetings, as they think fit. The quorum necessary for the transaction of business shall be two (2). All matters arising at any meeting shall be decided by a majority of votes. In case of an equality of votes the chairman shall have a second or casting vote. For the purposes of this Article, a director shall be deemed to be present at the meeting if he participates by telephone or other electronic means and all directors participating in the meeting are able to hear each other and recognise each other’s voice, and for this purpose participation shall constitute proof of recognition.
	(c)	Chairman Of The Board. The directors may from time to time appoint one of the directors to be chairman of the board and from time to time remove such chairman. If at any meeting the chairman is not present within thirty (30) minutes after the time appointed for holding the same, the directors present shall choose one of their members to be chairman of such meeting.

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(d)	Director May Delegate Their Powers. The directors may delegate any of their powers to committees consisting of such member or members of their board, as they think fit. Any committee so formed shall in the exercise of the powers so delegated conform to any regulations that may be imposed on it by the directors.
(e)	Chairman To Committee. A committee may elect a chairman of its meetings. If no such chairman is elected, or if at any meeting the chairman is not present within five minutes after the time appointed for holding the same, the members present may choose one of the members to be chairman of the meeting.
(f)	Meeting Of Committees. A committee may meet and adjourn, as its members think proper. Questions arising at any meeting shall be determined by a simple majority of votes of the members present, and in case of an equality of votes, the chairman shall not have a second or casting vote.
(g)	All Acts By Directors To Be Valid. All acts done bona fide by any meeting of directors, or by a committee of directors, or by any person acting as a director shall notwithstanding that, it be afterwards discovered that there was some defect in the appointment of any such director or person acting as aforesaid, or that they or any of them were disqualified, be as valid as if every such person had been duly appointed and was qualified to be a director.
(h)	Resolution Signed By Directors To Be Valid. A resolution in writing signed by all the directors shall be as effective for all purposes as a resolution passed at a meeting of the directors duly convened, held and constituted. Any such resolution may be contained in one or more documents signed by one or more of the directors or their respective alternates and for the purposes of this Article, a cable, telegram, telefax or telex or other electronic means sent by a director shall be deemed to be a document in writing signed by him provided that such cable, telegram, telefax, telex or other electronic means is confirmed in writing by the provision of the original thereof within three (3) weeks of the date of such cable, telegram, telefax, telex or other electronic means.

SECRETARY

28)	(a)	Resident Secretary. The Resident Secretary and any additional secretaries, shall be appointed by the directors of the Company and any secretary so appointed may be removed by them. Where there are two or more secretaries, at least one of them shall be a resident secretary who shall be an officer of a Trust Company or a company wholly owned by a Trust Company and made available for the appointment by the said Trust Company. The first Secretary of the Company shall be MESSRS. ZAID IBRAHIM SECRETARIAL SERVICES SDN. BHD. [Company No. 227942-U] who shall be the Resident Secretary of the Company.
	(b)	Remuneration of Resident Secretary. The salary of a Resident Secretary shall be fixed by agreement between the Company and the Trust Company which made the secretary available for the appointment and shall be paid in such manner and at such times as shall be mutually agreed upon.

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THE SEAL

29) Affixing of Seal. The Seal shall not be affixed to any instrument except by the authority of a resolution of the Board of directors, and in the presence of two (2) directors or a director and the Secretary or such other person as the directors may appoint for the purpose and that two (2) directors or a director and the Secretary or other person as aforesaid shall sign every instrument to which the Seal is so affixed in their presence, and in favour of any person bona fide dealing with the Company, such signatures shall be conclusive evidence of the fact that the Seal has been properly affixed.

DIVIDENDS AND RESERVES

30)	(a)	Distribution Of Dividends. Subject to any preferential or other special rights for the time being attached to any special class of shares, the profits of the Company which it shall from time to time be determined to distribute by way of dividend shall be applied in payment of dividends upon the shares of the Company in proportion to the amounts paid up or credited as paid up thereon respectively otherwise than in advance of calls.
	(b)	Declaration Of Dividends. Subject to the provisions of the Act, the directors may from time to time declare dividends, but no such dividend shall be payable except out of the profits, as provided by Section 140 of the Act. The directors may, if they think fit, from time to time declare and pay to the members such dividends as appear to them to be justified by the position of the Company, and may also from time to time, if in their opinion such payment is so justified, pay any preferential dividends which by the terms of issue of any shares are made payable on fixed dates. No higher dividend shall be paid than is recommended by the directors, and the declaration of the directors as to the amount of the net profits shall be conclusive.
	(c)	Directors May Form Reserve Fund. The directors may, before recommending any dividend, set aside out of the profits of the Company such sums as they think proper as a reserve or reserves, which shall at the discretion of the directors be applicable for meeting contingencies, or for repairing or maintaining any works connected with the business of the Company, or for equalising dividends, or for distribution by way of special dividend or bonus, or may be applied for such other purposes for which the profits of the Company may lawfully be applied as the directors may think expedient in the interests of the Company, and pending such application the directors may employ the sums from time to time so set apart as aforesaid in the business of the Company. The directors may also from time to time carry forward such sums, as they may deem expedient in the interest of the Company.
	(d)	Dividend Warrants To Be Posted To Members. Every dividend warrant may, unless otherwise directed, be sent by post to the last registered address of the member entitled thereto, and the receipt of the person whose name at the date of the declaration of the dividend appears on the register of members as the owner of any share or, in the case of joint holders, of any one of such joint holders, shall be a good discharge to the Company for all payments made in respect of such share. No unpaid dividend or interest shall bear interest as against the Company.

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CAPITALISATION OF PROFITS

31) Company May Capitalise Reserves And Undivided Profits. The Company in general meeting may at any time and from time to time pass a resolution that any sum not required for the payment or provision of any fixed preferential dividend, and (A) for the time being standing to the credit of any reserve of the Company including premiums received on the issue of any shares or debentures of the Company, or (B) being undivided net profits in the hands of the Company, be capitalised, and that such sum be appropriated as capital to and amongst the shareholders in the proportions in which they would have been entitled thereto if the same had been distributed by way of dividend on the shares, and in such manner as the resolution may direct, and such resolution shall be effective, and the directors shall in accordance with such resolution apply such sum in paying up in full any unissued shares or debentures of the Company on behalf of the shareholders aforesaid, and appropriate such shares or debentures and distribute the same credited as fully paid up to and amongst such shareholders in the proportions aforesaid in satisfaction of the shares and interests of such shareholders in the said capitalised sum or shall apply such sum or any part thereof on behalf of the shareholders aforesaid in paying up the whole or part of any uncalled balance which shall for the time being be unpaid in respect of any issued shares held by such shareholders or otherwise deal with such sum as directed by such resolution. Where any difficulty arises in respect of any such distribution, the directors may settle the same as they think expedient, and in particular they may issue fractional certificates, fix the value for distribution of any fully paid-up shares or debentures, make cash payments to any shareholders on the footing of the value so fixed in order to adjust rights, and vest any such shares or debentures in trustees upon such trust for the persons entitled to share in the appropriation and distribution as may seem just and expedient to the directors. When deemed requisite a proper contract for the allotment and acceptance of any shares to be distributed as aforesaid shall be delivered to LOFSA for registration in accordance with Section 43 of the Act and the directors may appoint any person to sign such contract on behalf of the person entitled to the share in the appropriation and distribution and such appointment shall be effective.

ACCOUNTS

32) Accounts and books to be kept. The directors shall cause proper accounts to be kept:-

(a)	of the assets and liabilities of the Company;
(b)	of all sums of money received and expended by the Company, and the matters in respect of which such receipts and expenditure take place; and
(c)	of all sales and purchases by the Company.

The accounting and other records shall be kept at the registered office or at such other place as the directors shall think fit, and shall always be open to the inspection by the directors.

33)

Inspection By Members. The directors shall from time to time determine whether in any particular case or class of cases, or generally, to what extent and at what times and places and under what conditions or regulations, the accounts and books of the Company, or any of them shall be open to the inspection of members, and no member (not being a director) shall have rights of inspecting any account or book or document of the Company, except as conferred by the Act or authorised by the directors or by a resolution of the Company in general meeting.

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34) Accounts To Be Laid Before Company. Once in every year the directors shall caused to be laid before the Company at annual general meeting the accounts of the Company not more than nine (9) months after the date to which the accounts are made up.

AUDIT

35)

Appointment Of Auditor. The Directors may from time to time a person or firm who has been approved by and registered with LOFSA as the Auditor of the Company, if they think fit.

36)

Rights And Duties Of Auditors. Every auditor of the Company shall have the right of access at all times to the books of account and vouchers of the Company, and shall be entitled to require from the officers of the Company such information and explanations as he think necessary for the performance of his duties. The report of the auditor shall be annexed to the accounts upon which he reports, and the auditor shall be entitled to receive notice of, and to attend, any meeting at which the Company’s audited profit and loss account and balance sheet are to be presented.

NOTICE

37)	(a)	Service Of Notice. A notice or any other document other than the notice requirements under Articles 20(a) and 20(b), may be served by the Company upon any member either personally or by sending it through the post in a prepaid letter addressed to such member at his last registered address as appearing in the register of members.
	(b)	Service On Joint Holders Of Shares. All notices directed to be given to the members shall with respect to any share to which such persons are jointly entitled, be given to whichever of such persons is named first in the register of members and any notice so given shall be sufficient notice to all the holders of such share.
	(c)	Notices In Case Of Death Or Bankruptcy. A notice may be given by the Company to the persons entitled to any share in consequence of the death or bankruptcy of a member by sending it through the post in a prepaid envelope addressed to them by name or by the title of representatives or trustees of such deceased or bankrupt member, at the address (if any) supplied for the purpose by such person as aforesaid, or (until such an address has been supplied) by giving the notice in the manner in which the same would have been given if the death or bankruptcy had not occurred.
	(d)	When Service Deemed Effected. Any notice or other document, if served or sent by post, shall be deemed to have been served or delivered at the time the letter containing the same is put into the post and in proving such service or sending it shall be sufficient to prove that the letter containing the notice or documents was properly addressed and put into the post office.

INDEMNITY

38) Directors And Officers Entitled To Indemnity. Subject to the provisions of the Act and any other statute for the time being in force, every director or other officer of the Company shall be entitled to be indemnified out of the assets of the Company against all losses or liabilities which he may sustain or incur in or about the execution of the duties of his office or otherwise in relation thereto provided that

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such losses or liabilities are not sustained or incurred by reason of bad faith, negligence or other default of the said director or officer, and no director or other officer shall be liable for any liabilities incurred by the Company in the execution of the duties of his office or in relation thereof.

LODGEMENT

39) Lodgement Of Documents. Every document required or permitted to be lodged or filed with the relevant authorities shall be lodged or filed within the time period pursuant to the provisions of the Act through a Trust Company.

WINDING UP

40) Division Of Assets of the Company. If the Company shall be wound up, the Liquidator may, in accordance with a resolution of members and in accordance with Section 131 of the Act, divide among the members in specie or in kind the whole or any part of the assets of the Company (whether they shall consist of property of the same kind or not) and may for such purpose set such value as he deems fair upon any property to be divided as aforesaid and may determine how such division shall be carried out as between the members or different classes of members. The Liquidator may vest the whole or any part of such assets in trustees upon such trusts for the benefit of the contributories as the Liquidator shall think fit, but so that no member shall be compelled to accept any shares or other securities whereon there is any liability.

AMENDMENTS TO ARTICLES

41) Alteration And Modification. The Company may alter or modify the conditions contained in these Articles as originally drafted or as amended from time to time by a Special Resolution of the Company.

* * * * * * * * * * * * * * * * * * * * * * * * *

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We, the undersigned subscribers whose names and address are subscribed hereunder being subscribers hereby agree to the foregoing Articles of Association.

NAME, ADDRESS AND PARTICULARS	SIGNATURE AND DESCRIPTION
OF SUBSCRIBERS	OF SUBSCRIBERS
Argos General IP (Singapore) Pte. Ltd.
(Company No. : 200512430D)
c/o Wong Partnership,
Advocates and Solicitors,
80 Raffles Place,
#58-01, UOB Plaza 1,
SINGAPORE 048624
	/s/ Adam H. Clammer
	Authorised Signatory for
	Argos General IP (Singapore) Pte. Ltd.
Dated this 9th day of September, 2005
Witness to the above signature :
	/s/ Kimberly Ann Wilding
	Name : Kimberly Ann Wilding
	Driving License No. : C1639206
	Address : 49 Showers, Dr. Unit 227, Mountain View, CA 94040, United States of America

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EX-3.6

Exhibit 3.6

No. of Company: 200512336N

THE COMPANIES ACT, CAP. 50

PRIVATE COMPANY LIMITED BY SHARES

MEMORANDUM

AND

ARTICLES OF ASSOCIATION

OF

AVAGO TECHNOLOGIES ENTERPRISE IP (SINGAPORE) PTE. LTD.

Incorporated on the 5^th day of September 2005

Lodged in the Office of the Accounting & Corporate Regulatory Authority, Singapore

WONGPARTNERSHIP
Advocates & Solicitors × Commissioner for Oaths × Notary Public
Agents for Trade Marks
80 Raffles Place
#58-01 UOB Plaza 1
Singapore 048624
Telephone: 64168 000
Facsimile: 6532 5711
Email: wonglaw@singnet.com.sg
Website :www.wongpartnership.com.sg

THE COMPANIES ACT, CAP. 50

AVAGO TECHNOLOGIES ENTERPRISE IP (SINGAPORE) PTE. LTD.

RESOLUTION PASSED ON 29 NOVEMBER 2005

At an Extraordinary General Meeting of the Company held on 29 November 2005, the following resolution was passed as special resolution:

SPECIAL RESOLUTION

AMENDMENT TO ARTICLES OF ASSOCIATION

That the Articles of Association of the Company be and are hereby amended by deleting the existing Article 5 in its entirety and substituting therefor the following new Article 5:

5. The authorised capital of the Company is S$41,000,000.00 divided into 41,000,000 ordinary shares of S$1.00 each,

Signed:

Kenneth Y. Hao
Director

THE COMPANIES ACT, CAP. 50

AVAGO TECHNOLOGIES ENTERPRISE IP (SINGAPORE) PTE. LTD.

RESOLUTION PASSED ON 28 SEPTEMBER 2005

At an Extraordinary General Meeting of the Company held on 28 September 2005, the following resolution was passed as special resolution:

SPECIAL RESOLUTION

CHANGE OF NAME

That, subject to the approval of the Registrar of Companies, the name of the Company be changed to Avago Technologies Enterprise IP (Singapore) Pte. Ltd. and that the name Avago Technologies Enterprise IP (Singapore) Pte. Ltd. be substituted for Argos Enterprise IP (Singapore) Pte. Ltd. wherever the latter name appears in the Company’s Memorandum and Articles of Association.

Signed:

Jeswant Singh s/o Darshan Singh
Director

ACCOUNTING AND CORPORATE REGULATORY AUTHORITY
(ACRA)

Company No: 200512336N

CERTIFICATE CONFIRMING INCORPORATION OF COMPANY UNDER THE NEW NAME

This is to confirm that ARGOS ENTERPRISE IP (SINGAPORE) PTE. LTD. incorporated under the Companies Act on 05/09/2005 did by a special resolution resolve to change its name to AVAGO TECHNOLOGIES ENTERPRISE IP (SINGAPORE) PTE. LTD. and that the company is now known by its new name with effect from 29/09/2005.

GIVEN UNDER MY HAND AND SEAL ON 03/10/2005.

-s- Chua Siew Yen

CHUA SIEW YEN

ASSISTANT REGISTRAR

ACCOUNTING AND CORPORATE REGULATORY AUTHORITY (ACRA)

SINGAPORE

ACCOUNTING AND CORPORATE REGULATORY AUTHORITY
(ACRA)

Company No: 200512336N

CERTIFICATE CONFIRMING INCORPORATION OF COMPANY

This is to confirm that ARGOS ENTERPRISE IP (SINGAPORE) PTE. LTD. is incorporated under the Companies Act (Cap 50), on and from 05/09/2005 and that the company is a PRIVATE COMPANY LIMITED BY SHARES.

GIVEN UNDER MY HAND AND SEAL ON 08/09/2005.

-s- Shirlyn Lim

SHIRLYN LIM

ASSISTANT REGISTRAR

ACCOUNTING AND CORPORATE REGULATORY AUTHORITY (ACRA)

SINGAPORE

THE COMPANIES ACT, CAP. 50

PRIVATE COMPANY LIMITED BY SHARES

MEMORANDUM OF ASSOCIATION

of

ARGOS ENTERPRISE IP (SINGAPORE) PTE. LTD.

     1.      The name of the Company is ARGOS ENTERPRISE IP (SINGAPORE) PTE. LTD.

     2.      The Registered Office of the Company will be situate in the Republic of Singapore.

     3.      The liability of the members is limited.

     4.      The original capital of the Company is S$1,000,000.00 divided into 1,000,000 ordinary shares of S$1.00 each, and the Company shall have power to increase or reduce the capital to consolidate or subdivide the shares into shares of larger or smaller amounts, and to issue all or any part of the original or any additional capital as fully paid or partly paid shares and with any special or preferential rights or privileges or subject to any special terms or conditions, and either with or without any special designation, and also from time to time to alter, modify, commute, abrogate or deal with any such rights, privileges, terms, conditions or designations in accordance with the regulations for the time being of the Company.

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I, the person whose name, address and occupation are subscribed, am desirous of being formed into a Company in pursuance of this Memorandum of Association and agree to take the number of shares in the capital of the Company set opposite my name:-

—
NAME AND ADDRESS OF SUBSCRIBER	NUMBER OF SHARES TAKEN BY SUBSCRIBER
—
-s- Lee Peek Sze Christine
Lee Peek Sze Christine		One
8 Lakepoint Drive
#03-43
Singapore 648926
Advocate & Solicitor
—
TOTAL NUMBER OF SHARES TAKEN:		One
—
Dated this 2nd day of September 2005.
Witness to the above signature:

- -s- Low Kah Keong
Low Kah Keong
Advocate & Solicitor
c/o WongPartnership
Advocates & Solicitors
80 Raffles Place
#58-01 UOB Plaza 1
Singapore 048624

2

THE COMPANIES ACT, CAP. 50

PRIVATE COMPANY LIMITED BY SHARES

ARTICLES OF ASSOCIATION

of

ARGOS ENTERPRISE IP (SINGAPORE) PTE. LTD.

PRELIMINARY

1. The regulations contained in Table “A” in the Fourth Schedule to the Companies Act, Cap. 50 shall not apply to the Company, but the following shall subject to repeal, addition and alteration as provided by the Act or these Articles be the regulations of the Company.	Table “A” not to apply
2. In these Articles, if not inconsistent with the subject or context, the words standing in the first column of the Table next hereinafter contained shall bear the meanings set opposite to them respectively in the second column thereof -	Interpretation

WORDS		MEANINGS
the “Act”	..	The Companies Act, Cap. 50 or any statutory modification, amendment or re-enactment thereof for the time being in force or any and every other act for the time being in force concerning companies and affecting the Company and any reference to any provision of the Act is to that provision as so modified, amended or re-enacted or contained in any such subsequent Companies Act.
these “Articles”	..	These Articles of Association or other regulations of the Company for the time being in force.
the “Company”	..	The abovenamed Company by whatever name from time to time called.
“Directors”	..	The Directors for the time being of the Company or such number of them as have authority to act for the Company.
“Director”	..	Includes any person acting as a Director of the Company and includes any person duly appointed and acting for the time being as an Alternate Director.
“Dividend”	..	Includes bonus.

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WORDS		MEANINGS
“electronic communication”	..	Communication transmitted (whether from one person to another, from one device to another, from a person to a device or from a device to a person):-
		(a)      by means of a telecommunication system; or
		(b)      by other means but while in an electronic form,
		such that it can (where particular conditions are met) be received in legible form or be made legible following receipt in non-legible form.
“Member”	..	A member of the Company.
“Month”	..	Calendar month.
“Office”	..	The Registered Office of the Company for the time being.
“Ordinary Resolution”	..	A resolution not being a Special Resolution which is, or which is to be, passed by a majority of Members as, being entitled to do so, vote in person or by proxy at a General Meeting.
“Paid Up”	..	Includes credited as paid up.
“Register”	..	The Register of Members.
“Seal”	..	The Common Seal of the Company or in appropriate cases the Official Seal or duplicate Common Seal.
“Secretary”	..	The Secretary or Secretaries appointed under these Articles and shall include any person entitled to perform the duties of Secretary temporarily.
“Singapore”	..	The Republic of Singapore.
“Special Resolution”	..	Has the meaning given in Section 184 of the Act.
“telecommunication system”	..	Has the meaning as in the Telecommunications Act (Chapter 323) or any statutory modification, amendment or re-enactment thereof for the time being in force.
“Writing” and “Written”	..	Includes printing, lithography, typewriting and any other mode of representing or reproducing words in a visible form, including electronic communication.
“Year”	..	Calendar Year.

     Words denoting the singular number only shall include the plural and vice versa.

2

Words denoting the masculine gender only shall include the feminine gender.
Words denoting persons shall include corporations.
Save as aforesaid, any word or expression used in the Act and the Interpretation Act, Cap. 1 shall, if not inconsistent with the subject or context, bear the same meaning in these Articles.
The headnotes and marginal notes are inserted for convenience only and shall not affect the construction of these Articles.
BUSINESS
3. Subject to the provisions of the Act, any branch or kind of business may be undertaken by the Directors at such time or times as they shall think fit, and further may be suffered by them to be in abeyance, whether such branch or kind of business may have been actually commenced or not, so long as the Directors may deem it expedient not to commence or proceed with such branch or kind of business.			Any branch or kind of business may be undertaken by Directors.
PRIVATE COMPANY
4. The Company is a private company, and accordingly:			Limited number of members and restrictions on the transfer of shares.
	(a)	the number of the Members of the Company (not including persons who are in the employment of the Company or of its subsidiary and persons who having been formerly in the employment of the Company or of its subsidiary were while in the employment and have continued after the determination of that employment to be Members of the Company) shall be limited to fifty Provided that for the purposes of this provision where two (2) or more persons hold one or more shares in the Company jointly they shall be treated as a single Member; and
	(b)	the right to transfer the shares of the Company shall be restricted in the manner hereinafter appearing.
SHARES
5. The authorised capital of the Company is S$1,000,000.00 divided into 1,000,000 ordinary shares of S$1.00 each.			Authorised Share Capital.
6. Except as is otherwise expressly permitted by the Act, the Company shall not give, whether directly or indirectly and whether by means of the making of a loan, the giving of a guarantee, the provision of security, the release of an obligation or the release of a debt or otherwise, any financial assistance for the purpose of, or in connection with, the acquisition or proposed acquisition of shares or units of shares in the Company or its holding company.			Prohibition of dealing in its own shares.
7. Save as provided by Section 161 of the Act, no shares may be issued by the Directors without the prior approval of the Company in General Meeting but subject thereto and to the provisions of these Articles, the Directors may allot or grant options			Issue of Shares.

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over or otherwise dispose of the same to such persons on such terms and conditions and either at a premium or at par and (subject to the provisions of the Act) at a discount and at such time as the Company in General Meeting may approve.
8. The rights attached to shares issued upon special conditions shall be clearly defined in the Memorandum of Association or these Articles. Without prejudice to any special right previously conferred on the holders of any existing shares or class of shares but subject to the Act and these Articles, shares in the Company may be issued by the Directors and any such shares may be issued with such preferred, deferred, or other special rights or such restrictions, whether in regard to dividend, voting, return of capital or otherwise as the Directors determine.	Special Rights.
9. If at any time the share capital is divided into different classes, the rights attached to any class (unless otherwise provided by the terms of issue of the shares of that class) may subject to the provisions of the Act, whether or not the Company is being wound up, be varied or abrogated with the sanction of a Special Resolution passed at a separate General Meeting of the holders of shares of the class and to every such Special Resolution the provisions of Section 184 of the Act shall with such adaptations as are necessary apply. To every such separate General Meeting the provisions of these Articles relating to General Meetings shall mutatis mutandis apply; but so that the necessary quorum shall be two (2) persons (unless all the shares of the class are held by one person whereupon no quorum is applicable) at least holding or representing by proxy or by attorney one-third of the issued shares of the class and that any holder of shares of the class present in person or by proxy or by attorney may demand a poll Provided always that where the necessary majority for such a Special Resolution is not obtained at the Meeting, consent in writing if obtained from the holders of three-fourths of the issued shares of the class concerned, within two (2) months of the Meeting shall be as valid and effectual as a Special Resolution, carried at the Meeting.	Variation of rights.
10. The rights conferred upon the holders of the shares of any class issued with preferred or other rights shall, unless otherwise expressly provided by the terms of issue of the shares of that class or by these Articles as are in force at the time of such issue, be deemed to be varied by the creation or issue of further shares ranking equally therewith.	Creation or issue of further shares with special rights.
11. The Company may exercise the powers of paying commission conferred by the Act, provided that the rate per cent or the amount of the commission paid or agreed to be paid shall be disclosed in the manner required by the Act and the commission shall not exceed the rate of ten per cent of the price at which the shares in respect whereof the same is paid are issued or an amount equal to ten per cent of that price (as the case may be). Such commission may be satisfied by the payment of cash or the allotment of fully or partly paid shares or partly in one way and partly in the other. The Company may also on any issue of shares pay such brokerage as may be lawful.	Power to pay commission and brokerage.
12. If any shares of the Company are issued for the purpose of raising money to defray the expenses of the construction of any works or the provisions of any plant which cannot be made profitable for a long period, the Company may, subject to the conditions and restrictions mentioned in the Act pay interest on so much of the share capital as is for the time being paid up and may charge the same to capital as part of the cost of the construction or provision.	Power to charge interest on capital.
13. Except as required by law, no person shall be recognised by the Company as holding any share upon any trust and the Company shall not be bound by or compelled in any way to recognise (even when having notice thereof) any equitable, contingent, future or partial interest in any share or any interest in any fractional part of a share or (except only as by these Articles or by law otherwise provided) any other rights in respect of any share, except an absolute right to the entirety thereof in the registered holder.	Exclusion of equities.

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14. If two (2) or more persons are registered as joint holders of any share any one of such persons may give effectual receipts for any dividend payable in respect of such share and the joint holders of a share shall, subject to the provisions of the Act, be severally as well as jointly liable for the payment of all instalments and calls and interest due in respect of such shares. Such joint holders shall be deemed to be one Member and the delivery of a certificate for a share to one of several joint holders shall be sufficient delivery to all such holders.	Joint holders.
15. No person shall be recognised by the Company as having title to a fractional part of a share or otherwise than as the sole or a joint holder of the entirety of such share.	Fractional part of a share.
16. If by the conditions of allotment of any shares the whole or any part of the amount of the issue price thereof shall be payable by instalments every such instalment shall, when due, be paid to the Company by the person who for the time being shall be the registered holder of the share or his personal representatives, but this provision shall not affect the liability of any allottee who may have agreed to pay the same.	Payment of instalments.
17. The certificate of title to shares in the capital of the Company shall be issued under the Seal in such form as the Directors shall from time to time prescribe and shall bear the autographic or facsimile signatures of at least one Director and the Secretary or some other person appointed by the Directors, and shall specify the number and class of shares to which it relates and the amounts paid thereon. The facsimile signatures may be reproduced by mechanical or other means provided the method or system of reproducing signatures has first been approved by the Auditors of the Company.	Share certificates.
18. Every person whose name is entered as a Member in the Register shall be entitled within two (2) months after allotment or within one month after the lodgment of any transfer to one certificate for all his shares of any one class or to several certificates in reasonable denominations each for a part of the shares so allotted or transferred. Where a Member transfers part only of the shares comprised in a certificate or where a Member requires the Company to cancel any certificate or certificates and issue new certificates for the purpose of subdividing his holding in a different manner the old certificate or certificates shall be cancelled and a new certificate or certificates for the balance of such shares issued in lieu thereof and the Member shall pay a fee not exceeding $2/- for each such new certificate as the Directors may determine.	Entitlement to certificates.
19. If any certificate or other document of title to shares or debentures be worn out or defaced, then upon production thereof to the Directors, they may order the same to be cancelled and may issue a new certificate in lieu thereof. For every certificate so issued there shall be paid to the Company the amount of the proper duty, if any, with which such certificate is chargeable under any law for the time being in force relating to stamps together with a further fee not exceeding $2/- as the Directors may determine. Subject to the provisions of the Act and the requirements of the Directors thereunder, if any certificate or document be lost or destroyed or stolen, then upon proof thereof to the satisfaction of the Directors and on such indemnity as the Directors deem adequate being given, and on the payment of the amount of the proper duty with which such certificate or document is chargeable under any law for the time being in force relating to stamps together with a further fee not exceeding $2/- as the Directors may determine, a new certificate or document in lieu thereof shall be given to the person entitled to such lost or destroyed or stolen certificate or document.	New certificates may be issued.
RESTRICTION ON TRANSFER OF SHARES
20. Subject to the restrictions of these Articles, any Member may transfer all or any	Form of Transfer.

5

of his shares, but every transfer must be in writing and in the usual common form, or in any other form which the Directors may approve. The instrument of transfer of a share shall be signed both by the transferor and by the transferee, and by the witness or witnesses thereto and the transferor shall be deemed to remain the holder of the share until the name of the transferee is entered in the Register in respect thereof. Shares of different classes shall not be comprised in the same instrument of transfer.
21. All instruments of transfer which shall be registered shall be retained by the Company, but any instrument of transfer which the Directors may refuse to register shall (except in any case of fraud) be returned to the party presenting the same.			Retention of Transfers.
22. No share shall in any circumstances be transferred to any infant or bankrupt or person of unsound mind.			Infant, bankrupt or unsound mind.
23. The Directors may, in their absolute discretion, decline to register any transfer of shares on which the Company has a lien or to a person of whom they do not approve but shall in such event, within one month after the date on which the transfer was lodged with the Company, send to the transferor and transferee notice of the refusal. If the Directors refuse to register a transfer they shall within one month of the date of application for the transfer by notice in writing to the applicant state the facts which are considered to justify the refusal to register the transfer.			Directors’ power to decline to register.
24. The Directors may decline to register any instrument of transfer unless:			Instrument of transfer.
	(a)	such fee not exceeding $2/- or such other sum as the Directors may from time to time require under the provisions of these Articles, is paid to the Company in respect thereof; and
	(b)	the instrument of transfer is deposited at the Office or at such other place (if any) as the Directors may appoint accompanied by the certificates of the shares to which it relates and such other evidence as the Directors may reasonably require to show the right of the transferor to make the transfer and, if the instrument of transfer is executed by some other person on his behalf, the authority of the person so to do.
25. The Company shall provide a book to be called “Register of Transfers” which shall be kept under the control of the Directors, and in which shall be entered the particulars of every transfer of shares.			Register of Transfers.
26. The Register may be closed at such times and for such periods as the Directors may from time to time determine not exceeding in the whole thirty days in any year.			Closure of Register.
TRANSMISSION OF SHARES
27. In case of the death of a Member, the survivor or survivors, where the deceased was a joint holder, and the executors or administrators of the deceased, where he was a sole or only surviving holder, shall be the only persons recognised by the Company as having any title to his interest in the shares, but nothing herein shall release the estate of a deceased Member (whether sole or joint) from any liability in respect of any share held by him.			Transmission on death.
28. Any person becoming entitled to a share in consequence of the death or bankruptcy of any Member may, upon producing such evidence of title as the Directors shall require, be registered himself as holder of the share upon giving to the Company notice in writing of such his desire or transfer such share to some other person. If the person so becoming entitled shall elect to be registered himself, he shall deliver or send			Persons becoming entitled on death or bankruptcy of Member may be registered.

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to the Company a notice in writing signed by him stating that he so elects. If he shall elect to have another person registered he shall testify his election by executing to that person a transfer of the share. All the limitations, restrictions and provisions of these Articles relating to the right to transfer and the registration of transfers shall be applicable to any such notice or transfer as aforesaid as if the death or bankruptcy of the Member had not occurred and the notice or transfer were a transfer executed by such Member.
29. Save as otherwise provided by or in accordance with these Articles a person becoming entitled to a share in consequence of the death or bankruptcy of a Member shall be entitled to the same dividends and other advantages to which he would be entitled if he were the registered holder of the share except that he shall not be entitled in respect thereof to exercise any right conferred by membership in relation to Meetings of the Company until he shall have been registered as a Member in respect of the share.	Rights of unregistered executors and trustees.
30. There shall be paid to the Company in respect of the registration of any probate, letters of administration, certificate of marriage or death, power of attorney or other document relating to or affecting the title to any shares, such fee not exceeding $2/- as the Directors may from time to time require or prescribe.	Fee for registration of probate etc.

CALLS ON SHARES
31. The Directors may from time to time make such calls as they think fit upon the Members in respect of any moneys unpaid on their shares (whether on account of the nominal value of the shares or by way of premium) and not by the terms of the issue thereof made payable at fixed times, and each Member shall (subject to receiving at least fourteen days’ notice specifying the time or times and place of payment) pay to the Company at the time or times and place so specified the amount called on his shares. A call may be revoked or postponed as the Directors may determine.	Calls on shares.
32. A call shall be deemed to have been made at the time when the resolution of the Directors authorising the call was passed and may be made payable by instalments.	Time when made.
33. If a sum called in respect of a share is not paid before or on the day appointed for payment thereof, the person from whom the sum is due shall pay interest on the sum due from the day appointed for payment thereof to the time of actual payment at such rate not exceeding ten per cent per annum as the Directors determine, but the Directors shall be at liberty to waive payment of such interest wholly or in part.	Interest on calls.
34. Any sum (whether on account of the nominal value of the share or by way of premium) which by the terms of issue of a share becomes payable upon allotment or at any fixed date, shall for all purposes of these Articles be deemed to be a call duly made and payable on the date, on which, by the terms of issue, the same becomes payable, and in case of non-payment all the relevant provisions of the Articles as to payment of interest and expenses, forfeiture or otherwise shall apply as if such sum had become payable by virtue of a call duly made and notified.	Sum due on allotment.
35. The Directors may on the issue of shares differentiate between the holders as to the amount of calls to be paid and the times of payments.	Power to differentiate.
36. The Directors may, if they think fit, receive from any Member willing to advance the same all or any part of the moneys (whether on account of the nominal value of the shares or by way of premium) uncalled and unpaid upon the shares held by him and such payments in advance of calls shall extinguish, so far as the same shall extend, the liability upon the shares in respect of which it is made, and upon the moneys so received	Payment in advance on calls.

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or so much thereof as from time to time exceeds the amount of the calls then made upon the shares concerned the Company may pay interest at such rate not exceeding ten per cent per annum as the Member paying such sum and the Directors agree upon.
FORFEITURE AND LIEN
37. If any Member fails to pay in full any call or instalment of a call on the day appointed for payment thereof, the Directors may at any time thereafter serve a notice on such Member requiring payment of so much of the call or instalment as is unpaid together with any interest and expenses which may have accrued.	Notice requiring payment of calls.
38. The notice shall name a further day (not being less than fourteen days from the date of service of the notice) on or before which and the place where the payment required by the notice is to be made, and shall state that in the event of non-payment in accordance therewith the shares on which the call was made will be liable to be forfeited.	Notice to state time and place.
39. If the requirements of any such notice as aforesaid are not complied with, any share in respect of which such notice has been given may at any time thereafter, before payment of all calls and interest and expenses due in respect thereof be forfeited by a resolution of the Directors to that effect. Such forfeiture shall include all dividends declared in respect of the forfeited share and not actually paid before the forfeiture. The Directors may accept a surrender of any share liable to be forfeited hereunder.	Forfeiture on non-compliance with notice.
40. A share so forfeited or surrendered shall become the property of the Company and may be sold, re-allotted or otherwise disposed of either to the person who was before such forfeiture or surrender the holder thereof or entitled thereto, or to any other person, upon such terms and in such manner as the Directors shall think fit, and at any time before a sale, re-allotment or disposition the forfeiture or surrender may be cancelled on such terms as the Directors think fit. To give effect to any such sale, the Directors may, if necessary, authorise some person to transfer a forfeited or surrendered share to any such person as aforesaid.	Sale of shares forfeited.
41. A Member whose shares have been forfeited or surrendered shall cease to be a Member in respect of the shares, but shall notwithstanding the forfeiture or surrender remain liable to pay to the Company all moneys which at the date of forfeiture or surrender were payable by him to the Company in respect of the shares with interest thereon at ten per cent per annum (or such lower rate as the Directors may approve) from the date of forfeiture or surrender until payment, but such liability shall cease if and when the Company receives payment in full of all such money in respect of the shares and the Directors may waive payment of such interest either wholly or in part.	Rights and liabilities of Members whose shares have been forfeited or surrendered.
42. The Company shall have a first and paramount lien and charge on every share (not being a fully paid share) registered in the name of each Member (whether solely or jointly with others) and on the dividends declared or payable in respect thereof for all calls and instalments due on any such share and interest and expenses thereon but such lien shall only be upon the specific shares in respect of which such calls or instalments are due and unpaid and on all dividends from time to time declared in respect of the shares. The Directors may resolve that any share shall for some specified period be exempt from the provisions of this Article.	Company’s lien.
43. The Company may sell in such manner as the Directors think fit any share on which the Company has a lien, but no sale shall be made unless some sum in respect of which the lien exists is presently payable nor until the expiration of fourteen days after notice in writing stating and demanding payment of the sum payable and giving notice of intention to sell in default, shall have been given to the registered holder for the time being of the share or the person entitled thereto by reason of his death or bankruptcy. To give effect to any such sale, the Directors may authorise some person to transfer the	Sale of shares subject to lien.

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shares sold to the purchaser thereof.
44. The proceeds of the sale shall be received by the Company and applied in payment of such part of the amount in respect of which the lien exists as is presently payable and the residue, if any, shall (subject to a like lien for sums not presently payable as existed upon the shares before the sale) be paid to the person entitled to the shares at the date of the sale.	Application of proceeds of such sales.
45. A statutory declaration in writing that the declarant is a Director of the Company and that a share has been duly forfeited or surrendered or sold to satisfy a lien of the Company on a date stated in the declaration shall be conclusive evidence of the facts stated therein as against all persons claiming to be entitled to the share, and such declaration and the receipt of the Company for the consideration (if any) given for the share on the sale, re-allotment or disposal thereof together with the certificate of proprietorship of the share under Seal delivered to a purchaser or allottee thereof shall (subject to the execution of a transfer if the same be required) constitute a good title to the share and the person to whom the share is sold, re-allotted or disposed of shall be registered as the holder of the share and shall not be bound to see to the application of the purchase money (if any) nor shall his title to the share be affected by any irregularity or invalidity in the proceedings in reference to the forfeiture, surrender, sale, re-allotment or disposal of the share.	Title to shares forfeited or surrendered or sold to satisfy a lien.
ALTERATION OF CAPITAL
46. The Company in General Meeting may from time to time by Ordinary Resolution, whether all the shares for the time being authorised shall have been issued or all the shares for the time being issued shall have been fully called up or not, increase its capital by the creation of new shares of such amount as may be deemed expedient.	Power to increase capital.
47. Subject to any special rights for the time being attached to any existing class of shares, the new shares shall be issued upon such terms and conditions and with such rights and privileges annexed thereto as the General Meeting resolving upon the creation thereof shall direct and if no direction be given as the Directors shall determine subject to the provisions of these Articles and in particular (but without prejudice to the generality of the foregoing) such shares may be issued with a preferential or qualified right to dividends and in the distribution of assets of the Company or otherwise.	Rights and privileges of new shares.
48. Unless otherwise determined by the Company in General Meeting any original shares for the time being unissued and any new shares from time to time to be created shall before issue be offered in the first instance and either at par or at a premium to all the then holders of any class of shares in proportion as nearly as may be to the amount of capital held by them. In offering such shares in the first instance to all the then holders of any class of shares the offer shall be made by notice specifying the number of shares offered and limiting the time within which the offer if not accepted will be deemed to be declined and after the expiration of that time or on the receipt of an intimation from the person to whom the offer is made that he declines to accept the shares offered, the Directors may dispose of those shares in such manner as they think most beneficial to the Company and the Directors may dispose of or not issue any such shares which by reason of the proportion borne by them to the number of holders entitled to any such offer or by reason of any other difficulty in apportioning the same cannot, in the opinion of the Directors, be conveniently offered under this Article.	Issue of new shares to Members.
49. Except so far as otherwise provided by the conditions of issue or by these Articles all new shares shall be subject to the provisions of these Articles with reference to allotments, payment of calls, lien, transfer, transmission, forfeiture and otherwise.	New shares otherwise subject to provisions of Articles.

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50. The Company may by Ordinary Resolution -			Power to consolidate, cancel and subdivide shares.
	(a)	consolidate and divide all or any of its share capital into shares of larger amount than its existing shares;
	(b)	cancel any shares which, at the date of the passing of the resolution, have not been taken or agreed to be taken by any person or which have been forfeited and diminish the amount of its share capital by the amount of the shares so cancelled;
	(c)	subdivide its shares or any of them into shares of a smaller amount than is fixed by the Memorandum of Association (subject nevertheless to the provisions of the Act) provided always that in such subdivision the proportion between the amount paid and the amount (if any) unpaid on each reduced share shall be the same as it was in the case of the share from which the reduced share is derived; and
	(d)	subject to the provisions of these Articles and the Act, convert any class of shares into any other class of shares.
51. (a) The Company may by Special Resolution reduce its share capital, any capital redemption reserve fund or share premium account in any manner and with and subject to any incident authorised and consent required by law.			Power to reduce capital.
(b) Subject to and in accordance with the provisions of the Act, the Company may authorise the Directors in General Meeting to purchase or otherwise acquire ordinary shares issued by it on such terms as the Company may think fit and in the manner prescribed by the Act. All shares purchased by the Company shall be cancelled. The amount of the Company’s issued share capital which is diminished on cancellation of the shares purchased shall be transferred to the Company’s capital redemption reserve.
STOCK
52. The Company may by Ordinary Resolution convert any paid up shares into stock and may from time to time by like resolution reconvert any stock into paid up shares of any denomination.			Power to convert into stock.
53. The holders of stock may transfer the same or any part thereof in the same manner and subject to the same Articles as and subject to which the shares from which the stock arose might previously to conversion have been transferred or as near thereto as circumstances admit but no stock shall be transferable except in such units as the Directors may from time to time determine, provided that such units shall not be greater than the nominal amount of the shares from which the stock arose.			Transfer of stock.
54. The holders of stock shall, according to the amount of stock held by them, have the same rights, privileges and advantages as regards dividend, return of capital, voting and other matters, as if they held the shares from which the stock arose; but no such privilege or advantage (except as regards dividend and return of capital and the assets on winding up) shall be conferred by any such aliquot part of stock which would not if existing in shares have conferred that privilege or advantage; and no such conversion shall affect or prejudice any preference or other special privileges attached to the shares so converted.			Rights of shareholders.
55. All such of the provisions of these Articles as are applicable to paid up shares			Interpretation

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shall apply to stock and the words “share” and “shareholder” or similar expressions herein shall include “stock” or “stockholder”.
GENERAL MEETINGS
56. (a) Subject to the provisions of the Act and Article 56A hereof, the Company shall in each year hold a general meeting as its Annual General Meeting in addition to any other meetings in that year and not more than fifteen months shall elapse between the date of one Annual General Meeting of the Company and that of the next. Provided that so long as the Company holds its First Annual General Meeting within eighteen months of its incorporation, it need not hold it in the year of its incorporation or in the following year.	Annual General Meeting.
(b) All General Meetings other than Annual General Meetings shall be called Extraordinary General Meetings.	Extraordinary General Meetings.
(c) The time and place of any General Meeting shall be determined by the Directors.	Time and place.
56A. (a) The Company shall dispense with the holding of Annual General Meetings in accordance with the provisions of the Act if a resolution to this effect is passed at a General Meeting by all Members as, being entitled to do so, vote in person or by proxy present at the General Meeting.	Dispensation of Annual General Meetings.
(b) Notwithstanding a resolution referred to in Article 56A(a) being passed to dispense with the holding of Annual General Meetings, any Member may by notice given to the Company in accordance with the requirements of the Act require an Annual General Meeting to be held for that year. The Company shall proceed to convene the Annual General Meeting in accordance with these Articles but shall not be required to convene Annual General Meetings for the subsequent years unless a notice by a Member to require the Company to do so has been received.
(c) Where a resolution referred to in Article 56A(a) has been passed to dispense with the holding of Annual General Meetings, any reference in the Act to a deed, act or thing which is required to be done in Annual General Meetings shall be regarded as being done if a resolution or resolutions of the Members has or have been passed by written means in accordance with these Articles to the effect that such deed, act or thing has been done, and any reference in the Act to the date or conclusion of an Annual General Meeting shall, unless an Annual General Meeting is held, be regarded as the date of expiry of the period within which the Annual General Meeting is required by law to be held.
57. The Directors may, whenever they think fit, convene an Extraordinary General Meeting and Extraordinary General Meetings shall also be convened on such requisition or, in default, may be convened by such requisitionists, as provided by Section 176 of the Act. If at any time there are not within Singapore sufficient Directors capable of acting to form a quorum at a meeting of Directors, any Director may convene an Extraordinary General Meeting in the same manner as nearly as possible as that in which meetings may be convened by the Directors.	Calling Extraordinary General Meetings.
NOTICE OF GENERAL MEETINGS
58. Subject to the provisions of the Act as to special notice, at least fourteen (14) days’ notice in writing (exclusive both of the day on which the notice is served or deemed to be served and of the day for which the notice is given) of every General Meeting shall	Notice of Meetings.

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be given in the manner hereinafter mentioned to such persons (including the Auditors) as are under the provisions herein contained entitled to receive notice from the Company. Provided that a General Meeting notwithstanding that it has been called by a shorter notice than that specified above shall be deemed to have been duly called if it is so agreed -

	(a)	in the case of an Annual General Meeting by all the Members entitled to attend and vote thereat; and
	(b)	in the case of an Extraordinary General Meeting by that number or majority in number of the Members having a right to attend and vote thereat as is required by the Act.
59. (a) Every notice calling a General Meeting shall specify the place and the day and hour of the Meeting, and there shall appear with reasonable prominence in every such notice a statement that a Member entitled to attend and vote is entitled to appoint a proxy to attend and to vote instead of him and that a proxy need not be a Member of the Company.			Contents of notice.
(b)  In the case of an Annual General Meeting, the notice shall also specify the Meeting as such.
(c)  In the case of any General Meeting at which business other than routine business is to be transacted, the notice shall specify the general nature of the business; and if any resolution is to be proposed as a Special Resolution or as requiring special notice, the notice shall contain a statement to that effect.
60. Routine business shall mean and include only business transacted at an Annual General Meeting of the following classes, that is to say:			Routine Business.
	(a)	Declaring dividends;
	(b)	Reading, considering and adopting the balance sheet, the reports of the Directors and Auditors, and other accounts and documents required to be annexed to the balance sheet;
	(c)	Appointing Auditors and fixing the remuneration of Auditors or determining the manner in which such remuneration is to be fixed; and
	(d)	Fixing the remuneration of the Directors proposed to be paid under Article 87.
PROCEEDINGS AT GENERAL MEETINGS
61. Where there are two (2) or more Members of the Company, no business shall be transacted at any General Meeting unless two (2) Members are present to form a quorum. In the event of a corporation being beneficially entitled to the whole of the issued capital of the Company or there being only one Member of the Company, one person representing such corporation or the sole Member shall be a quorum and shall be deemed to constitute a Meeting and, if applicable, the provisions of Section 179 of the Act shall apply. For the purpose of this Article, “Member” includes a person attending by proxy or by attorney or as representing a corporation which is a Member.			Quorum.
62. If within half an hour from the time appointed for the Meeting a quorum is not present, the Meeting if convened on the requisition of Members shall be dissolved. In any other case it shall stand adjourned to the same day in the next week at the same time and place, or to such other day and at such other time and place as the Directors			Adjournment if quorum not present.

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may determine, and if at such adjourned Meeting a quorum is not present within fifteen minutes from the time appointed for holding the Meeting, the Meeting shall be dissolved. No notice of any such adjournment as aforesaid shall be required to be given to the Members.

63. The Chairman of the Board of Directors shall preside as Chairman at every General Meeting. If there be no such Chairman or if at any Meeting he be not present within fifteen minutes after the time appointed for holding the Meeting or be unwilling to act, the Members present shall choose some Director to be Chairman of the Meeting or, if no Director be present or if all the Directors present decline to take the Chair, one of their number present, to be Chairman.

Chairman.

64. The Chairman may, with the consent of any Meeting at which a quorum is present (and shall if so directed by the Meeting) adjourn the Meeting from time to time and from place to place, but no business shall be transacted at any adjourned Meeting except business which might lawfully have been transacted at the Meeting from which the adjournment took place. When a Meeting is adjourned for thirty days or more, notice of the adjourned Meeting shall be given as in the case of the original Meeting. Save as aforesaid, it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned Meeting.	Adjournment.
65. At any General Meeting a resolution put to the vote of the Meeting shall be decided on a show of hands unless a poll be (before or on the declaration of the result of the show of hands) demanded by at least one Member present in person or by proxy or by attorney or in the case of a corporation by a representative and entitled to vote thereat Provided always that no poll shall be demanded on the election of a Chairman or on a question of adjournment. Unless a poll be so demanded (and the demand be not withdrawn) a declaration by the Chairman that a resolution has been carried or carried unanimously or by a particular majority or lost and an entry to that effect in the minute book shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against the resolution. A demand for a poll may be withdrawn.	Method of voting.
66. If a poll be duly demanded (and the demand be not withdrawn) it shall be taken in such manner (including the use of ballot or voting papers or tickets) as the Chairman may direct and the result of a poll shall be deemed to be the resolution of the Meeting at which the poll was demanded. The Chairman may, and if so requested shall, appoint scrutineers and may adjourn the Meeting to some place and time fixed by him for the purpose of declaring the result of the poll.	Taking a poll.
67. If any votes be counted which ought not to have been counted or might have been rejected, the error shall not vitiate the result of the voting unless it be pointed out at the same Meeting or at any adjournment thereof and not in any case unless it shall in the opinion of the Chairman be of sufficient magnitude.	Votes counted in error.
68. In the case of equality of votes, whether on a show of hands or on a poll, the Chairman of the Meeting at which the show of hands takes place or at which the poll is demanded shall not be entitled to a casting vote.	Chairman’s casting vote.
69. A poll demanded on any question shall be taken either immediately or at such subsequent time (not being more than thirty days from the date of the Meeting) and place as the Chairman may direct. No notice need be given of a poll not taken immediately.	Time for taking a poll.

70. The demand for a poll shall not prevent the continuance of a Meeting for the transaction of any business, other than the question on which the poll has been demanded.

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VOTES OF MEMBERS
71. Subject to these Articles and to any special rights or restrictions as to voting attached to any class of shares hereinafter issued on a show of hands every Member who is present in person or by proxy or attorney or in the case of a corporation by a representative shall have one vote and on a poll every such Member shall have one vote for every share of which he is the holder.			Voting rights of Members.
72. Where there are joint registered holders of any share any one of such persons may vote and be reckoned in a quorum at any Meeting either personally or by proxy or by attorney or in the case of a corporation by a representative as if he were solely entitled thereto and if more than one of such joint holders be so present at any Meeting that one of such persons so present whose name stands first in the Register in respect of such share shall alone be entitled to vote in respect thereof. Several executors or administrators of a deceased Member in whose name any share stands shall for the purpose of this Article be deemed joint holders thereof.			Voting rights of joint holders.
73. A Member of unsound mind or whose person or estate is liable to be dealt with in any way under the law relating to mental disorders may vote whether on a show of hands or on a poll by his committee, curator bonis or such other person as properly has the management of his estate and any such committee, curator bonis or other person may vote by proxy or attorney, provided that such evidence as the Directors may require of the authority of the person claiming to vote shall have been deposited at the Office not less than forty eight hours before the time appointed for holding the Meeting.			Voting rights of Members of unsound mind.
74. Subject to the provisions of these Articles every Member shall be entitled to be present and to vote at any General Meeting either personally or by proxy or by attorney or in the case of a corporation by a representative and to be reckoned in a quorum in respect of shares fully paid and in respect of partly paid shares where calls are not due and unpaid.			Right to vote.
75. No objection shall be raised to the qualification of any voter except at the Meeting or adjourned Meeting at which the vote objected to is given or tendered and every vote not disallowed at such Meeting shall be valid for all purposes. Any such objection made in due time shall be referred to the Chairman of the Meeting whose decision shall be final and conclusive.			Objections.
76. On a poll votes may be given either personally or by proxy or by attorney or in the case of a corporation by its representative and a person entitled to more than one vote need not use all his votes or cast all the votes he uses in the same way.			Votes on a poll.
77. An instrument appointing a proxy shall be in writing and:			Appointment of proxies.
	(a)	in the case of an individual shall be signed by the appointor or by his attorney; and
	(b)	in the case of a corporation shall be either under the common seal or signed by its attorney or by an officer on behalf of the corporation.
The Directors may, but shall not be bound to, require evidence of the authority of any such attorney or officer.
78. A proxy need not be a Member of the Company.			Proxy need not be a Member.

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79. An instrument appointing a proxy or the power of attorney or other authority, if any, must be left at the Office or such other place (if any) as is specified for the purpose in the notice convening the Meeting not less than forty eight hours before the time appointed for the holding of the Meeting or adjourned Meeting (or in the case of a poll before the time appointed for the taking of the poll) at which it is to be used and in default shall not be treated as valid unless the Directors otherwise determine.		Deposit of proxies.
80. An instrument appointing a proxy shall be in the following form with such variations if any as circumstances may require or in such other form as the Directors may accept and shall be deemed to include the right to demand or join in demanding a poll:		Form of proxies.
	“ ARGOS ENTERPRISE IP (SINGAPORE) PTE. LTD.”
	“I/We,
	of
	a Member/Members of the abovenamed Company hereby appoint
	of
	or whom failing
	of
	to vote for me/us and on my/our behalf
	at the (Annual, Extraordinary or Adjourned,
	as the case may be) General Meeting of
	the Company to be held on the        day
	of       and at every adjournment
	thereof.”
	“As Witness my hand this        day of .”
An instrument appointing a proxy shall, unless the contrary is stated thereon, be valid as well for any adjournment of the Meeting as for the Meeting to which it relates and need not be witnessed.
81. A vote given in accordance with the terms of an instrument of proxy (which for the purposes of these Articles shall also include a power of attorney) shall be valid notwithstanding the previous death or insanity of the principal or revocation of the proxy, or of the authority under which the proxy was executed or the transfer of the share in respect of which the proxy is given, provided that no intimation in writing of such death, insanity, revocation or transfer shall have been received by the Company at the Office (or such other place as may be specified for the deposit of instruments appointing proxies) before the commencement of the Meeting or adjourned Meeting (or in the case of a poll before the time appointed for the taking of the poll) at which the proxy is used.		Intervening death or insanity of principal not to revoke proxy.
82. Any corporation which is a Member of the Company may by resolution of its directors or other governing body authorise such person as it thinks fit to act as its representative at any Meeting of the Company or of any class of Members of the Company and the person so authorised shall be entitled to exercise the same powers on behalf of the corporation as the corporation could exercise if it were an individual Member of the Company.		Corporations acting by representatives.
SHAREHOLDERS’ RESOLUTIONS BY WRITTEN MEANS
83. Save for a resolution referred to in Article 56A to dispense with the convening of Annual General Meetings or a resolution for which special notice is required under the Act, any resolution required to be passed by the Members of the Company in General Meeting may be passed by written means in accordance with the provisions of Sections		Passing Shareholders’ Resolutions by Written Means

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184A to 184F of the Act and these Articles. Where a resolution is deemed to be duly passed by written means, the requirements as to the procedures in these Articles concerning the giving of notice of General Meetings, proceedings of such General Meetings and voting by Members at such General Meetings shall be deemed to be satisfied.

83A. A Special Resolution is passed by written means if the resolution indicates that it is a Special Resolution and it has been formally agreed on any date by one or more Members who on that date represent at least seventy-five per cent. (75%) of the total voting rights of all Members who on that date would have the right to vote on that resolution had a General Meeting been convened. An Ordinary Resolution is passed by written means if the resolution does not indicate that it is a Special Resolution and it has been formally agreed on any date by one or more Members who on that date represent a majority of the total voting rights of all Members who on that date would have the right to vote on that resolution at a General Meeting had a General Meeting been convened. For the avoidance of doubt, the requisite number of Members need not give their formal agreement to any Special Resolution or Ordinary Resolution on a single day.

83B. For the purpose of Article 83A, a resolution is formally agreed by a Member if:-

     (a) the Company receives from the Member (or his proxy) a document that (i) is given to the Company in legible form or a permitted alternative form; (ii) indicates the Member’s agreement (or agreement on his behalf) to the resolution; and (iii) includes the text of the resolution or otherwise makes clear that it is that resolution that is being agreed to; and

     (b) the Member (or his proxy) had a legible text of the resolution before giving that document.

     In this Article 83B and also for the purpose of Article 83D, something is “in legible form or a permitted alternative form” if, and only if, it is sent or otherwise supplied (aa) in a form (such as paper document) that is legible before being sent or otherwise supplied and does not change form during that process or (bb) through electronic communication.

83C. A resolution of the Company may only be passed by written means if agreement was first sought by the Directors in accordance with Article 83D or under the circumstances described in Section 184B(1)(a)(ii) of the Act. For the avoidance of doubt, other than the requirements stated in Articles 83 to 83G hereof, there is no other condition in the Memorandum of Association or these Articles relating to the passing of resolutions by written means that needs to be satisfied.

83D. In seeking the agreement of the Members to pass any resolution by written means, the Directors shall send to each Member who would have the right to vote on that resolution had a General Meeting been convened, a copy of the text of the resolution in legible form or a permitted alternative form. As far as practicable, the Directors shall send the text of the resolution as respects every Member at the same time and without delay, and the provisions of Section 184C of the Act shall apply.

83E. Any Member who represents at least five per cent. (5%) of the total voting rights of all Members would have the right to vote on that resolution had a General Meeting been convened, may within seven (7) days after receiving the text of the resolution sent pursuant to Article 83D or the documents referred to in Section 183(3A) of the Act, as the case may be, give notice to the Company requiring that a General Meeting be convened for the purpose of considering, and if thought fit, passing the resolution. Upon receipt of such a notice, the Directors shall proceed to convene a General Meeting in accordance with Articles 58 to 70 hereof.

83F. Where a resolution of the Members is passed by written means, the Company

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shall notify every Member that the resolution has been passed within fifteen (15) days from the date on which a Director or Company Secretary first becomes aware that the resolution has been passed. The Company shall cause a record of the resolution passed by written means and the indication of each Member’s agreement (or agreement on his behalf) to be entered in a book in the like manner for recording proceedings of General Meetings in the minute book. Any such record, if purporting to be signed by a Director or the Company Secretary shall be evidence of the proceedings in passing the resolution, and until the contrary is proved, the record shall also be evidence that the requirements of the Act with respect to the proceedings in passing the resolution have been complied with.
83G. Notwithstanding anything in these Articles, where there is only one Member of the Company, a resolution passed by written means may be passed by the Member recording the resolution and signing the record.
DIRECTORS
84. Subject to the other provisions of Section 145 of the Act, the Company shall have at least one Director being a natural person of full age and capacity who is ordinarily resident in Singapore and unless otherwise determined by a General Meeting, there shall be no maximum number of Directors holding office at any time.	Number of Directors.
85. The first Director of the Company is Jeswant Singh s/o Darshan Singh.	First Director.
86. A Director need not be a Member and shall not be required to hold any share qualification unless and until otherwise determined by the Company in General Meeting but shall be entitled to attend and speak at General Meetings. Where the Company only has one Member, the sole Member may also be the sole Director of the Company provided that the requirements in Article 84 are complied with.	Qualification.
87. Subject to Section 169 of the Act, the remuneration of the Directors shall be determined from time to time by the Company in General Meeting, and shall be divisible among the Directors in such proportions and manner as they may agree and in default of agreement equally, except that in the latter event any Director who shall hold office for part only of the period in respect of which such remuneration is payable shall be entitled only to rank in such division for the proportion of remuneration related to the period during which he has held office.	Remuneration of Directors.
88. The Directors shall be entitled to be repaid all travelling or such reasonable expenses as may be incurred in attending and returning from meetings of the Directors or of any committee of the Directors or General Meetings or otherwise howsoever in or about the business of the Company in the course of the performance of their duties as Directors.	Travelling expenses.
89. Any Director who is appointed to any executive office or serves on any committee or who otherwise performs or renders services, which in the opinion of the Directors are outside his ordinary duties as a Director, may, subject to Section 169 of the Act, be paid such extra remuneration as the Directors may determine.	Extra Remuneration.

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90. (a) Other than the office of Auditor, a Director may hold any other office or place of profit under the Company and he or any firm of which he is a member may act in a professional capacity for the Company in conjunction with his office of Director for such period and on such terms (as to remuneration and otherwise) as the Directors may determine. Subject to the Act, no Director or intending Director shall be disqualified by his office from contracting or entering into any arrangement with the Company either as vendor, purchaser or otherwise nor shall such contract or arrangement or any contract or arrangement entered into by or on behalf of the Company in which any Director shall be in any way interested be avoided nor shall any Director so contracting or being so interested be liable to account to the Company for any profit realised by any such contract or arrangement by reason only of such Director holding that office or of the fiduciary relation thereby established.	Power of Directors to hold office of profit and to contract with Company.
(b) Every Director shall observe the provisions of Section 156 of the Act relating to the disclosure of the interests of the Directors in transactions or proposed transactions with the Company or of any office or property held by a Director which might create duties or interests in conflict with his duties or interests as a Director. Subject to such disclosure, a Director shall be entitled to vote in respect of any transaction or arrangement in which he is interested and he shall be taken into account in ascertaining whether a quorum is present.	Directors to observe Section 156 of the Act.
91. (a) A Director may be or become a director of or hold any office or place of profit (other than as Auditor) or be otherwise interested in any company in which the Company may be interested as vendor, purchaser, shareholder or otherwise and unless otherwise agreed shall not be accountable for any fees, remuneration or other benefits received by him as a director or officer of or by virtue of his interest in such other company.	Holding of office in other companies.

(b) The Directors may exercise the voting power conferred by the shares in any company held or owned by the Company in such manner and in all respects as the Directors think fit in the interests of the Company (including the exercise thereof in favour of any resolution appointing the Directors or any of them to be directors of such company or voting or providing for the payment of remuneration to the directors of such company) and any such Director of the Company may vote in favour of the exercise of such voting powers in the manner aforesaid notwithstanding that he may be or be about to be appointed a director of such other company.	Directors may exercise voting power conferred by Company’s shares in another company.
APPOINTMENT AND REMOVAL OF DIRECTORS
92. The Directors shall have power at any time and from time to time to appoint any person to be a Director either to fill a casual vacancy or as an additional Director but so that the total number of Directors shall not at any time exceed the maximum number, if any, fixed by or in accordance with these Articles.	Directors’ power to fill casual vacancies and to appoint additional Director.
93. The Company may by Ordinary Resolution remove any Director before the expiration of his period of office, notwithstanding anything in these Articles or in any agreement between the Company and such Director.	Removal of Directors.
94. The Company may by Ordinary Resolution appoint another person in place of a Director removed from office under the immediately preceding Article.	Appointment in place of Director removed.

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MANAGING DIRECTORS
95. The Directors may from time to time appoint one or more of their body to be Managing Director or Managing Directors of the Company and may from time to time (subject to the provisions of any contract between him or them and the Company) remove or dismiss him or them from office and appoint another or others in his or their places.			Appointment of Managing Directors.
96. A Managing Director shall subject to the provisions of any contract between him and the Company be subject to the same provisions as to resignation and removal as the other Directors of the Company and if he ceases to hold the office of Director from any cause he shall ipso facto and immediately cease to be a Managing Director.			Resignation and removal of Managing Director.
97. Subject to Section 169 of the Act, the remuneration of a Managing Director shall from time to time be fixed by the Directors and may subject to these Articles be by way of salary or commission or participation in profits or by any or all of these modes.			Remuneration of Managing Director.
98. The Directors may from time to time entrust to and confer upon a Managing Director for the time being such of the powers exercisable under these Articles by the Directors as they may think fit and may confer such powers for such time and to be exercised on such terms and conditions and with such restrictions as they think expedient and they may confer such powers either collaterally with or to the exclusion of and in substitution for all or any of the powers of the Directors in that behalf and may from time to time revoke withdraw alter or vary all or any of such powers.			Powers of Managing Director.
VACATION OF OFFICE OF DIRECTOR
99. The office of a Director shall be vacated in any one of the following events, namely -			Vacation of office of Director.
	(a)	if he becomes prohibited from being a Director by reason of any order made under the Act;
	(b)	if he ceases to be a Director by virtue of any of the provisions of the Act or these Articles;
	(c)	subject to Section 145 of the Act, if he resigns by writing under his hand left at the Office;
	(d)	if he has a receiving order made against him or suspend payments or compound with his creditors generally;
	(e)	if he be found lunatic or become of unsound mind; or
	(f)	if he be absent from meetings of the Directors for a continuous period of six months without leave from the Directors and the Directors resolve that his office be vacated.
ALTERNATE DIRECTORS
100. (a) Any Director may at any time by writing under his hand and deposited at the Office or by telefax, telex or by cable sent to the Secretary appoint any person to be his Alternate Director and may in like manner at any time terminate such appointment. Any appointment or removal by telefax, telex or cable shall be confirmed as soon as			Appointment of Alternate Directors.

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possible by letter, but may be acted upon by the Company meanwhile.

(b) A Director or any other person may act as an Alternate Director to represent more than one Director and such Alternate Director shall be entitled at Directors’ meetings to one vote for every Director whom he represents in addition to his own vote if he is a Director.
(c) The appointment of an Alternate Director shall ipso facto determine on the happening of any event which if he were a Director would render his office as a Director to be vacated and his appointment shall also determine ipso facto if his appointor ceases for any reason to be a Director.
(d) An Alternate Director shall be entitled to receive notices of meetings of the Directors and to attend and vote as a Director at any such meeting at which the Director appointing him is not personally present and generally, if his appointor is absent from Singapore or is otherwise unable to act as such Director, to perform all functions of his appointment as a Director (except the power to appoint an Alternate Director) and to sign any resolution in accordance with the provisions of Article 106.
(e) An Alternate Director shall not be taken into account in reckoning the minimum or maximum number of Directors allowed for the time being under these Articles but he shall be counted for the purpose of reckoning whether a quorum is present at any meeting of the Directors attended by him at which he is entitled to vote Provided that he shall not constitute a quorum under Article 103 if he is the only person present at the meeting notwithstanding that he may be an Alternate to more than one Director.
(f) An Alternate Director may be repaid by the Company such expenses as might properly be repaid to him if he were a Director and he shall be entitled to receive from the Company such proportion (if any) of the remuneration otherwise payable to his appointor as such appointor may by notice in writing to the Company from time to time direct, but save as aforesaid he shall not in respect of such appointment be entitled to receive any remuneration from the Company.
(g) An Alternate Director shall not be required to hold any share qualification.
PROCEEDINGS OF DIRECTORS
101. (a) The Directors may meet together for the despatch of business, adjourn or otherwise regulate their meetings as they think fit. Subject to the provisions of these Articles questions arising at any meeting shall be determined by a majority of votes and in case of an equality of votes the Chairman of the meeting shall not have a second or casting vote.	Meetings of Directors.
(b) Any Director may participate at a meeting of the Directors by telephone conference, video conference, audio visual or by means of a similar communication equipment whereby all persons participating in the meeting are able to hear each other in which event such Director shall be deemed to be present at the meeting. A Director participating in a meeting in the manner aforesaid may also be taken into account in ascertaining the presence of a quorum at the meeting. Minutes of the proceedings at a meeting by telephone conference, video conference, audio visual, or other similar communications equipment signed by the Chairman of the meeting shall be conclusive evidence of such proceedings and of the observance of all necessary formalities.

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102. A Director may and the Secretary on the requisition of a Director shall at any time summon a meeting of the Directors. At least fourteen (14) days notice in writing (exclusive of the day on which the notice is served or is deemed to be served) of every meeting of the Directors shall be given to every Director. Every such notice shall specify the place, the day and the hour of the meeting and the general nature of the business to be transacted Provided that any Director may waive the requirement for notice or accept shorter notice of any meeting of the Directors.	Convening meetings of Directors.
103. Except where the Company only has one Director, the quorum necessary for the transaction of the business of the Directors may be fixed by the Directors and unless so fixed at any other number shall be two (2) Provided that where no quorum is present at any duly convened meeting, the meeting shall be adjourned seven (7) days thereafter at the same time and place and such Directors as are present at such meeting shall be the quorum. A meeting of the Directors at which a quorum is present shall be competent to exercise all the powers and discretions for the time being exercisable by the Directors.	Quorum.
104. The continuing Directors may act notwithstanding any vacancies in their body but if and so long as the number of Directors is reduced below the minimum number fixed by or in accordance with these Articles the continuing Directors or Director may act for the purpose of filling up such vacancies or of summoning General Meetings of the Company but not for any other purpose. If there be no Directors or Director able or willing to act, then any Members, or if the Company only has a sole Member, then that sole Member, may summon a General Meeting for the purpose of appointing one or more Directors.	Proceedings in case of vacancies.
105. The Director shall elect a Chairman and may elect one or more Vice-Chairmen and the Directors may determine the period for which such officers shall respectively hold office. The Chairman (if any), or, in the absence of the Chairman, the Vice-Chairman (if any), or, in the event that there are more than one Vice-Chairman, the senior in appointment among them, shall preside at the meetings of the Directors. If such officers have not been appointed, or if no such officer is present within five minutes after the time appointed for a meeting, the Directors present shall choose one of their number to be Chairman at such meeting.	Chairman and Vice-Chairman.
106. A resolution in writing signed by the majority of Directors being not less than are sufficient to form a quorum shall be as effective as a resolution passed at a meeting of the Directors duly convened and held, and may consist of several documents in the like form each signed by one or more of the Directors Provided that, where a Director has appointed an Alternate Director but is not himself in Singapore the signature of such Alternate Director (if in Singapore), shall be required. The expressions “in writing” and “signed” include approval by any such Director by telefax, telex, cable, telegram, wireless or facsimile transmission or any form of electronic communication approved by the Directors for such purpose from time to time incorporating, if the Directors deem necessary, the use of security and/or identification procedures and devices approved by the Directors.	Resolutions in writing.
107. The Directors may delegate any of their powers to committees consisting of such member or members of their body as they think fit. Any committee so formed shall in the exercise of the powers so delegated conform to any regulations that may be imposed on them by the Directors.	Power to appoint committees.
108. The meetings and proceedings of any such committee consisting of two (2) or more members shall be governed by the provisions of these Articles regulating the meetings and proceedings of the Directors, so far as the same are applicable and are not superseded by any regulations made by the Directors under the last preceding Article.	Proceedings at committee meetings.

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109. All acts done by any meeting of Directors or of a committee of Directors or by any person acting as Director shall as regards all persons dealing in good faith with the Company, notwithstanding that there was some defect in the appointment of any such Director or person acting as aforesaid or that they or any of them were disqualified or had vacated office or were not entitled to vote be as valid as if every such person had been duly appointed and was qualified and had continued to be a Director and had been entitled to vote.	Validity of acts of Directors in spite of some formal defect.
109A. Notwithstanding anything in these Articles, where the Company only has a sole Director, all acts required to be done or business required to be transacted by a meeting of Directors or of a committee of Directors may be done or undertaken by the sole Director and a declaration made by the sole Director, and recorded and signed by the sole Director, shall be evidence that the same has been done or undertaken.	Declaration by a sole Director
GENERAL POWERS OF THE DIRECTORS
110. The business of the Company shall be managed by or under the direction of the Directors. The Directors may exercise all the powers of the Company except any powers that this Act or the Memorandum of Association and Articles of the Company require the Company to exercise in General Meeting. In particular and without prejudice to the generality of the foregoing the Directors may at their discretion exercise every borrowing power vested in the Company together with collateral power of hypothecating the assets of the Company including any uncalled or called but unpaid capital; provided that the Directors shall not carry into effect any proposals for disposing of the whole or substantially the whole of the Company’s undertaking or property unless those proposals have been approved by the Company in General Meeting.	General powers of Directors to manage Company’s business.
111. The Directors may from time to time by power of attorney appoint any company, firm or person or any fluctuating body of persons whether nominated directly or indirectly by the Directors to be the attorney or attorneys of the Company for such purposes and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the Directors under these Articles) and for such period and subject to such conditions as they may think fit, and any such power of attorney may contain such provisions for the protection and convenience of persons dealing with such attorney as the Directors may think fit and may also authorise any such attorney to subdelegate all or any of the powers, authorities and discretions vested in him.	Power to appoint attorneys.
112. All cheques, promissory notes, drafts, bills of exchange, and other negotiable or transferable instruments and all receipts for moneys paid to the Company shall be signed, drawn, accepted, endorsed or otherwise executed, as the case may be, in such manner as the Directors shall from time to time by resolution determine.	Signature of cheques and bills.
BORROWING POWERS
113. The Directors may borrow or raise money from time to time for the purpose of the Company or secure the payment of such sums as they think fit and may secure the repayment or payment of such sums by mortgage or charge upon all or any of the property or assets of the Company or by the issue of debentures (whether at par or at discount or premium) or otherwise as they may think fit.	Directors’ borrowing powers.
SECRETARY
114. The Secretary or Secretaries shall and a Deputy or Assistant Secretary or Secretaries may be appointed by the Directors for such term, at such remuneration and upon such conditions as they may think fit, and any Secretary, Deputy or Assistant	Secretary.

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Secretary so appointed may be removed by them, but without prejudice to any claim he may have for damages for breach of any contract of service between him and the Company. The appointment and duties of the Secretary or Secretaries shall not conflict with the provisions of the Act and in particular Section 171 thereof.
SEAL
115. (a) The Directors shall provide for the safe custody of the Seal, which shall only be used by the authority of the Directors or a committee of Directors authorised by the Directors in that behalf, and every instrument to which the Seal shall be affixed shall (subject to the provisions of these Articles as to certificates for shares) be signed by a Director and shall be countersigned by the Secretary or by a second Director or by some other person appointed by the Directors in place of the Secretary for the purpose.	Seal.

(b) The Company may exercise the powers conferred by the Act with regard to having an Official Seal for use abroad, and such powers shall be vested in the Directors.	Official Seal.
(c) The Company may have a duplicate Common Seal as referred to in Section 124 of the Act which shall be a facsimile of the Common Seal with the addition on its face of the words “Share Seal”.	Share Seal.
AUTHENTICATION OF DOCUMENTS
116. Any Director or the Secretary or any person appointed by the Directors for the purpose shall have power to authenticate any documents affecting the constitution of the Company and any resolutions passed by the Company, including a resolution passed by written means, or resolutions passed by the Directors, and any books, records, documents and accounts relating to the business of the Company, and to certify copies thereof or extracts therefrom as true copies or extracts; and where any books, records, documents or accounts are elsewhere than at the Office, the local manager and other officer of the Company having the custody thereof shall be deemed to be a person appointed by the Directors as aforesaid.	Power to authenticate documents.
117. A document purporting to be a copy of a resolution of the Directors, an extract from the minutes of a meeting of Directors or a declaration signed by a sole Director in accordance with Article 109A hereof, which is certified as such in accordance with the provisions of the last preceding Article shall be conclusive evidence in favour of all persons dealing with the Company upon the faith thereof that such resolution has been duly passed or, as the case may be, that such extract is a true and accurate record of a duly constituted or deemed meeting of the Directors. Any authentication or certification made pursuant to this Article may be made by any electronic means approved by the Directors from time to time for such purpose incorporating, if the Directors deem necessary, the use of security procedures or devices approved by the Directors.	Certified copies of resolution of the Directors.
DIVIDENDS AND RESERVES
118. The Company may by Ordinary Resolution declare dividends but (without prejudice to the powers of the Company to pay interest on share capital as hereinbefore provided) no dividend shall be payable except out of the profits of the Company, or in excess of the amount recommended by the Directors.	Payment of dividends.
119. Subject to the rights of holders of shares with special rights as to dividend (if any), all dividends shall be declared and paid according to the amounts paid on the shares in respect whereof the dividend is paid, but (for the purposes of this Article only) no amount paid on a share in advance of calls shall be treated as paid on the share. All dividends shall be apportioned and paid pro rata according to the amount paid on the	Apportionment of dividends.

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shares during any portion or portions of the period in respect of which the dividend is paid, but if any share is issued on terms providing that it shall rank for dividend as from a particular date such share shall rank for dividend accordingly.
120. If and so far as in the opinion of the Directors the profits of the Company justify such payments, the Directors may pay the fixed preferential dividends on any class of shares carrying a fixed preferential dividend expressed to be payable on a fixed date on the half-yearly or other dates (if any) prescribed for the payment thereof by the terms of issue of the shares, and subject thereto may also from time to time pay to the holders of any other class of shares interim dividends thereon of such amounts and on such dates as they may think fit.	Payment of preference and interim dividends.
121. If the Company shall issue shares at a premium whether for cash or otherwise, the Directors shall transfer a sum equal to the aggregate amount or value of the premiums to an account to be called “Share Premium Account” and any amount for the time being standing to the credit of such account shall not be applied in the payment of dividend.	Share premium account.
122. No dividend or other moneys payable on or in respect of a share shall bear interest against the Company.	Dividends not to bear interest.
123. The Directors may deduct from any dividend or other moneys payable to any Member on or in respect of a share all sums of money (if any) presently payable by him to the Company on account of calls or in connection therewith.	Deduction of debts due to Company.
124. The Directors may retain any dividend or other moneys payable on or in respect of a share on which the Company has a lien and may apply the same in or towards satisfaction of the debts, liabilities or engagements in respect of which the lien exists.	Retention of dividends on shares subject to lien.
125. The Directors may retain the dividends payable on shares in respect of which any person is under the provisions as to the transmission of shares hereinbefore contained entitled to become a Member or which any person under those provisions is entitled to transfer until such person shall become a Member in respect of such shares or shall duly transfer the same.	Retention of dividends on shares pending transmission.
126. The payment by the Directors of any unclaimed dividends or other moneys payable on or in respect of a share into a separate account shall not constitute the Company a trustee in respect thereof. All dividends unclaimed after being declared may be invested or otherwise made use of by the Directors for the benefit of the Company and any dividend unclaimed after a period of six years from the date of declaration of such dividend may be forfeited and if so shall revert to the Company but the Directors may at any time thereafter at their absolute discretion annul any such forfeiture and pay the dividend so forfeited to the person entitled thereto prior to the forfeiture.	Unclaimed dividends.
127. The Company may, upon the recommendation of the Directors, by Ordinary Resolution direct payment of a dividend in whole or in part by the distribution of specific assets and in particular of paid up shares or debentures of any other company or in any one or more of such ways; and the Directors shall give effect to such resolution and where any difficulty arises in regard to such distribution, the Directors may settle the same as they think expedient and in particular may fix the value for distribution of such specific assets or any part thereof and may determine that cash payments shall be made to any Members upon the footing of the value so fixed in order to adjust the rights of all parties and may vest any such specific assets in trustees as may seem expedient to the Directors.	Payment of dividend in specie.
128. Any dividend or other moneys payable in cash on or in respect of a share may	Dividends payable

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be paid by cheque or warrant sent through the post to the registered address of the Member or person entitled thereto, or, if several persons are registered as joint holders of the share or are entitled thereto in consequence of the death or bankruptcy of the holder to any one of such persons or to such persons and such address as such persons may by writing direct. Every such cheque or warrant shall be made payable to the order of the person to whom it is sent or to such person as the holder or joint holders or person or persons entitled to the share in consequence of the death or bankruptcy of the holder may direct and payment of the cheque if purporting to be endorsed or the receipt of any such person shall be a good discharge to the Company. Every such cheque or warrant shall be sent at the risk of the person entitled to the money represented thereby.	by cheque.
129. A transfer of shares shall not pass the right to any dividend declared on such shares before the registration of the transfer.	Effect of transfer.
RESERVES
130. The Directors may from time to time set aside out of the profits of the Company and carry to reserve such sums as they think proper which, at the discretion of the Directors, shall be applicable for meeting contingencies or for the gradual liquidation of any debt or liability of the Company or for repairing or maintaining the works, plant and machinery of the Company or for special dividends or bonuses or for equalising dividends or for any other purpose to which the profits of the Company may properly be applied and pending such application may either be employed in the business of the Company or be invested. The Directors may divide the reserve into such special funds as they think fit and may consolidate into one fund any special funds or any parts of any special funds into which the reserve may have been divided. The Directors may also without placing the same to reserve carry forward any profits which they may think it not prudent to divide.	Power to carry profit to reserve.
CAPITALISATION OF PROFITS AND RESERVES
131. The Company may, upon the recommendation of the Directors, by Ordinary Resolution resolve that it is desirable to capitalise any sum for the time being standing to the credit of any of the Company’s reserve accounts (including share premium account and any capital redemption reserve funds) or any sum standing to the credit of the profit and loss account or otherwise available for distribution, provided that such sum be not required for paying the dividends on any shares carrying a fixed cumulative preferential dividend and accordingly that the Directors be authorised and directed to appropriate the sum resolved to be capitalised to the Members holding shares in the Company in the proportions in which such sum would have been divisible amongst them had the same been applied or been applicable in paying dividends and to apply such sum on their behalf either in or towards paying up the amounts (if any) for the time being unpaid on any shares held by such Members respectively, or in paying up in full unissued shares or debentures of the Company of a nominal amount equal to such sum, such shares or debentures to be allotted and distributed and credited as fully paid up to and amongst such Members in the proportion aforesaid or partly in one way and partly in the other: Provided that a share premium account and a capital redemption reserve fund may only be applied hereunder in the paying up of unissued shares to be issued to Members as fully paid shares.	Power to capitalise profits.

132. Whenever such a resolution as aforesaid shall have been passed, the Directors shall make all appropriations and applications of the sum resolved to be capitalised thereby and all allotments and issues of fully paid shares or debentures (if any) and generally shall do all acts and things required to give effect thereto with full power to the Directors to make such provision by payment in cash or otherwise as they think fit for the case of shares or debentures becoming distributable in fractions and also to authorise any person to enter on behalf of all the Members interested into an agreement with the Implementation of resolution to capitalise profits.

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Company providing for the allotment to them respectively, credited as fully paid up, of any further shares to which they may be entitled upon such capitalisation or (as the case may require) for the payment up by the Company on their behalf, by the application thereto of their respective proportions of the sum resolved to be capitalised, of the amounts or any part of the amounts remaining unpaid on their existing shares and any agreement made under such authority shall be effective and binding on all such Members.
MINUTES AND BOOKS
133. The Directors shall cause minutes to be made in books to be provided for the purpose -			Minutes.
	(a)	of all appointments of officers made by the Directors;
	(b)	of the names of the Directors present at each meeting of Directors and of any committee of Directors;
	(c)	of all resolutions and proceedings at all Meetings of the Company and of any class of Members, of the Directors and of committees of Directors;
	(d)	of all declarations made by a sole Director which is recorded and signed by the sole Director; and
	(e)	of all resolutions passed by written means with the indication of each Member’s agreement (or agreement on his behalf) to the resolutions.
134. The Directors shall duly comply with the provisions of the Act and in particular the provisions in regard to registration of charges created by or affecting property of the Company, in regard to keeping a Register of Directors, Managers, Secretaries and Auditors, the Register, a Register of Mortgages and Charges and a Register of Directors’ Share and Debenture Holdings and in regard to the production and furnishing of copies of such Registers and of any Register of Holders of Debentures of the Company.			Keeping of Registers, etc.
135. Any register, index, minute book, book of accounts or other book required by these Articles or by the Act to be kept by or on behalf of the Company may be kept either by making entries in bound books or by recording them in any other manner. In any case in which bound books are not used, the Directors shall take adequate precautions for guarding against falsification and for facilitating discovery.			Form of registers, etc.
ACCOUNTS
136. The Directors shall cause to be kept such accounting and other records as are necessary to comply with the provisions of the Act and shall cause those records to be kept in such manner as to enable them to be conveniently and properly audited.			Directors to keep proper accounts.
137. Subject to the provisions of Section 199 of the Act, the books of accounts shall be kept at the Office or at such other place or places as the Directors think fit within Singapore. No Member (other than a Director) shall have any right of inspecting any account or book or document or other recording of the Company except as is conferred by law or authorised by the Directors or by an Ordinary Resolution of the Company.			Location and inspection.
138. Subject to the provisions of the Act, the Directors shall cause to be prepared and to be laid before the Company in General Meeting such profit and loss accounts, balance sheets, group accounts (if any) and reports as may be necessary.			Presentation of accounts.

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139. Subject to the provisions of the Act, a copy of every balance sheet and profit and loss account which is to be laid before a General Meeting of the Company (including every document required by the Act to be annexed thereto) together with a copy of every report of the Auditors relating thereto and of the Directors’ report shall not less than fourteen days before the date of the Meeting be sent to every Member of, and every holder of debentures (if any) of, the Company and to every other person who is entitled to receive notices from the Company under the provisions of the Act or of these Articles: provided that this Article shall not require a copy of these documents to be sent to any person of whose address the Company is not aware or to more than one of the joint holders of a share in the Company or the several persons entitled thereto in consequence of the death or bankruptcy of the holder or otherwise but any Member to whom a copy of these documents has not been sent shall be entitled to receive a copy free of charge on application at the Office.	Copies of accounts.
AUDITORS
140. Subject to the provisions of the Act, Auditors shall be appointed and their duties regulated in accordance with the provisions of the Act. Every Auditor of the Company shall have a right of access at all times to the accounting and other records of the Company and shall make his report as required by the Act.	Appointment of Auditors.
141. Subject to the provisions of the Act, all acts done by any person acting as an Auditor shall, as regards all persons dealing in good faith with the Company, be valid, notwithstanding that there was some defect in his appointment or that he was at the time of his appointment not qualified for appointment.	Validity of acts of Auditors in spite of some formal defect.
142. The Auditors shall be entitled to attend any General Meeting and to receive all notices of and other communications relating to any General Meeting to which any Member is entitled and to be heard at any General Meeting on any part of the business of the Meeting which concerns them as Auditors.	Auditors’ right to receive notices of and attend at General Meetings.

NOTICES
143. (a) Any notice may be given by the Company to any Member in any of the following ways:			Service of notice.
	(i)	by delivering the notice personally to him; or
	(ii)	by sending it by prepaid mail to him at his registered address in Singapore or where such address is outside Singapore by prepaid air-mail; or
	(iii)	by sending a cable or telex, or telefax containing the text of the notice to him at his registered address in Singapore or where such address is outside Singapore to such address or to any other address as might have been previously notified by the Member concerned to the Company; or
	(iv)	by electronic communication containing the text of the notice to him at an electronic mailing address as previously notified by the Member concerned to the Company for the purpose of receiving electronic communication.
(b) Any notice or other communication served under any of the provisions of these Articles on or by the Company or any officer of the Company may be tested or

27

verified by telex or telefax or telephone or electronic means or such other manner as may be convenient in the circumstances but the Company and its officers are under no obligation so to test or verify any such notice or communication.
144. All notices and documents (including a share certificate) with respect to any shares to which persons are jointly entitled shall be given to whichever of such persons is named first on the Register and notice so given shall be sufficient notice to all the holders of such shares.	Service of notices in respect of joint holders.
145. Any Member with a registered address shall be entitled to have served upon him at such address any notice to which he is entitled under these Articles, except where the Member has an electronic mailing address notified to the Company for the purpose of receiving electronic communication whereupon any notice may be served by the Company to the Member concerned by electronic communication at the said electronic mailing address.	Members shall be served at registered address.
146. A person entitled to a share in consequence of the death or bankruptcy of a Member or otherwise upon supplying to the Company such evidence as the Directors may reasonably require to show his title to the share, and upon supplying also an address for the service of notice, shall be entitled to have served upon him at such address any notice or document to which the Member but for his death or bankruptcy or otherwise would be entitled and such service shall for all purposes be deemed a sufficient service of such notice or document on all persons interested (whether jointly with or as claiming through or under him) in the share. Save as aforesaid any notice or document delivered or sent by post to or left at the registered address of any Member in pursuance of these Articles shall (notwithstanding that such Member be then dead or bankrupt or otherwise not entitled to such share and whether or not the Company have notice of the same) be deemed to have been duly served in respect of any share registered in the name of such Member as sole or joint holder.	Service of notices after death etc. of a Member.
147. (a) Any notice given in conformity with Article 143 shall be deemed to have been given at any of the following times as may be appropriate:	When service effected.

(i)	when it is delivered personally to the Member, at the time when it is so delivered;
(ii)	when it is sent by prepaid mail to an address in Singapore or by prepaid airmail to an address outside Singapore, on the second day following that on which the notice was put into the post;
(iii)	when the notice is sent by cable or telex, or telefax, or electronic communication, on the day it is so sent.

(b) In proving such service or sending, it shall be sufficient to prove that the letter containing the notice or document was properly addressed and put into the post office as a prepaid letter or airmail letter as the case may be or that a telex or telefax or electronic communication was properly addressed and transmitted or that a cable was properly addressed and handed to the relevant authority for despatch.
148. Any notice on behalf of the Company or of the Directors shall be deemed effectual if it purports to bear the signature of the Secretary or other duly authorised officer of the Company, whether such signature is printed or written.	Signature on notice.
149. When a given number of days’ notice or notice extending over any other period is required to be given the day of service shall, unless it is otherwise provided or required by these Articles or by the Act, be not counted in such number of days or period.	Day of service not counted.

28

150. (a) Notice of every General Meeting shall be given in the manner hereinbefore authorised to -			Notice of General Meeting.
	(i)	every Member;
	(ii)	every person entitled to a share in consequence of the death or bankruptcy or otherwise of a Member who but for the same would be entitled to receive notice of the Meeting; and
	(iii)	the Auditor for the time being of the Company.
(b) No other person shall be entitled to receive notices of General Meetings.
151. The provisions of Articles 143, 147, 148 and 149 shall apply mutatis mutandis to notices of meetings of Directors or any committee of Directors.			Notice of meetings of Directors or any committee of Directors.
WINDING UP
152. If the Company is wound up (whether the liquidation is voluntary, under supervision, or by the Court) the Liquidator may, with the authority of a Special Resolution, divide among the Members in specie or kind the whole or any part of the assets of the Company and whether or not the assets shall consist of property of one kind or shall consist of properties of different kinds and may for such purpose set such value as he deems fair upon any one or more class or classes of property to be divided as aforesaid and may determine how such division shall be carried out as between the Members or different classes of Members. The Liquidator may, with the like authority, vest the whole or any part of the assets in trustees upon such trusts for the benefit of Members as the Liquidator with the like authority thinks fit and the liquidation of the Company may be closed and the Company dissolved but so that no Member shall be compelled to accept any shares or other securities in respect of which there is a liability.			Distribution of assets in specie.
INDEMNITY
153. Subject to the provisions of the Act, every Director, Auditor, Secretary or other officer of the Company shall be entitled to be indemnified by the Company against all costs, charges, losses, expenses and liabilities incurred by him in the execution and discharge of his duties or in relation thereto and in particular and without prejudice to the generality of the foregoing no Director, Manager, Secretary or other officer of the Company shall be liable for the acts, receipts, neglects or defaults of any other Director or officer or for joining in any receipt or other act for conformity or for any loss or expense happening to the Company through the insufficiency or deficiency of title to any property acquired by order of the Directors for or on behalf of the Company or for the insufficiency or deficiency of any security in or upon which any of the moneys of the Company shall be invested or for any loss or damage arising from the bankruptcy, insolvency or tortious act of any person with whom any moneys, securities or effects shall be deposited or left or for any other loss, damage or misfortune whatever which shall happen in the execution of the duties of his office or in relation thereto unless the same happen through his own negligence, wilful default, breach of duty or breach of trust.			Indemnity of Directors and officers.

29

          NAME, ADDRESS AND OCCUPATION OF SUBSCRIBER

-s- Lee Peek Sze Christine

Lee Peek Sze Christine

8 Lakepoint Drive
#03-43
Singapore 648926

Advocate & Solicitor

Dated this 2^nd day of September 2005.

Witness to the above signature:

-s- Low Kah Keong
Low Kah Keong
Advocate & Solicitor
c/o WongPartnership
Advocates & Solicitors
80 Raffles Place
#58-01 UOB Plaza 1
Singapore 048624

30

EX-3.7

Exhibit 3.7

Company Registration No.

LL05009

THE OFFSHORE COMPANIES ACT, 1990
PRIVATE COMPANY LIMITED BY SHARES

MEMORANDUM

AND

ARTICLES OF ASSOCIATION

Avago Technologies Fiber Holding (Labuan)
Corporation
(Formerly Known as Argos Fiber HoIding (Labuan) Corporation

Incorporated on 20 September 2005.

Form 12

Offshore Companies Act 1990
(Section 51(3))

Company No. : LL05009

NOTICE OF RESOLUTION

(INCREASE IN SHARE)

Avago Technologies Fiber Holding (Labuan) Corporation (Formerly Known as Argos Fiber Holding (Labuan) Corporation)

To
Director-General
Labuan Offshore Financial Services Authority
Federal Territory of Labuan, Malaysia

At a meeting of the members of the above-named company duly convened and held on 01 December 2005 the special resolution set out below was duly passed.

(Set out resolution here if a copy thereof is not annexed)

Resolution:	SPECIAL RESOLUTION:
	- INCREASE OF AUTHORISED SHARE CAPITAL
	“That the authorised share capital of the Company be hereby increased from USD10,000.00 divided into 10,000 ordinary shares of USD1.00 each to USD100,000,000.00 divided into 100,000,000 ordinary shares of USD1.00 each by the creation of 99,990,000 new ordinary shares of USD1.00 each and such new ordinary shares when issued shall rank pari passu in all respects with the existing ordinary shares in the capital of the Company.”

Dated 01 December 2005

p.p. ZAID IBRAHIM SECRETARIAL SERVICES SDN. BHD.

/s/ Azizan Mohd Som Secretary

Authorised Signatory

Form 11

Offshore Companies Act 1990
(Section 22(2))

Company No: LL05009

CERTIFICATE OF INCORPORATION ON CHANGE OF NAME OF OFFSHORE COMPANY

This is to certify that Argos Fiber Holding (Labuan) Corporation which was incorporated as an offshore company under the Offshore Companies Act 1990 on the 20 September 2005 did by a special resolution resolve to change its name to Avago Technologies Fiber Holding (Labuan) Corporation and that the company is now known by its new name with effect from the 29 September 2005.

Given under my hand and seal this 29 September 2005

/s/ Mohd. Ridzuan Zulkifli   (MOHD. RIDZUAN ZULKIFLI)
for Labuan Offshore Financial Services Authority
Federal Territory of Labuan
Malaysia

(LABUAN INTERNATIONAL OFFSHORE FINANCIAL CENTRE)

Form 12

Offshore Companies Act 1990
(Section 22(1))

Company No.: LL05009

NOTICE OF RESOLUTION

(CHANGE OF NAME)
Argos Fiber Holding (Labuan) Corporation

To
Director - General
Labuan Offshore Financial Services Authority
Federal Territory of Labuan, Malaysia

At a meeting of the members of the above-named company duly convened and held on 28 September 2005 the special resolution set out below was duly passed.

(Set out resolution here if a copy thereof is not annexed)

Resolution: “That the name of the Company be changed from “Argos Fiber Holding (Labuan) Corporation” to “Avago Technologies Fiber Holding (Labuan) Corporation” with effect from the date the Registrar registers the change of name.”

Dated 28 September 2005

p.p. ZAID IBRAHIM SECRETARIAL SERVICES SDN. BHD.

/s/ Zafrul Shastri Hashim Secretary

Authorised Signatory

Form 7

Offshore Companies Act 1990
(Section 15(5))

Company No: LL05009

CERTIFICATE OF INCORPORATION OF OFFSHORE COMPANY

This is to certify that Argos Fiber Holding (Labuan) Corporation is incorporated under the Offshore Companies Act 1990 on and from the 20 September 2005 and that the company is a company limited by shares.

Given under my hand and seal this 20 September 2005.

/s/ Md. Yunus Bin Atip   (MD. YUNUS BIN ATIP)
for Labuan Offshore Financial Services Authority
Federal Territory of Labuan
Malaysia

(LABUAN INTERNATIONAL OFFSHORE FINANCIAL CENTRE)

Exempted from stamp duty via Stamp Duty
[Exemption] Order 2000 dated 17/01/2000 p.u. [A]9

THE OFFSHORE COMPANIES ACT, 1990
COMPANY LIMITED BY SHARES

MEMORANDUM OF ASSOCIATION

OF

Argos Fiber Holding (Labuan) Corporation

A.	The name of the Company is Argos Fiber Holding (Labuan) Corporation
B.	The registered office of the Company will be situated in the Federal Territory of Labuan, Malaysia and the management and control of the Company are to be exercised in Malaysia.
C.	The objects for which the Company is established are:-

(1)	To carry on the business of an investment holding company and for that purpose to acquire and hold either in the name of the Company or in that of any nominee shares, stocks, debentures, debenture stocks, bonds, notes, obligations and securities issued or guaranteed by any company or any other legal entity wherever incorporated, formed or carrying on business, and debentures, debenture stocks, bonds, notes, obligations and securities issued or guaranteed by any government, sovereign ruler, commissioners, public body or authority supreme, dependent, municipal, local or otherwise in any part of the world.
(2)	To invest the money of the Company upon such investments, undertaking, partnerships, syndicates, joint and single ventures, public and private corporations and enterprises and in such manner as may from time to time be determined.
(3)	To insure or guarantee the payment of advances, credits, bills of exchange and other commercial obligations or commitments of every description whether at home or abroad, and to indemnify any person against default in any such payment, and to guarantee the payment of money secured by or payable under or in respect of any debenture, debenture stock, bond, mortgage, charge or security of any person or corporation, or any local or other authority.
(4)	To enter into or be a party to any transaction or document.
(5)	To acquire, hold, dispose of or deal with any information or rights or property of any kind.
(6)	To acquire, hold, dispose of or deal with the whole or any part of the undertaking of any other company, association or business.
(7)	To dispose of or otherwise deal with the whole or any part of its undertaking or business.
(8)	To assume any duties, obligations or liabilities.

Page 1

(9)	To acquire any rights or interests.
(10)	To provide or procure provision of any services.
(11)	To lend and borrow in any currency or currencies except the Malaysian currency as permitted by the Offshore Companies Act 1990 and the regulations made thereunder and/or the Labuan Offshore Financial Services Authority (“LOFSA”) and/or any relevant governmental or non-governmental authority.
(12)	To procure its registration or recognition in any place outside Labuan.
(13)	To create and extinguish liabilities and rights and interests.
(14)	To issue shares, debentures and options, and to subscribe for shares, debentures and options and to redeem and forfeit the same.
(15)	To employ or retain persons in and about its business or the business of any other company or person.
(16)	To give indemnities and guarantees and obtain indemnities and guarantees.
(17)	To take out insurance of all kinds whether over the property or rights of the Company or not.
(18)	To promote any other company.
(19)	To make gifts, donations and wagers, which may lawfully be made, whether the same may, or may not be for the purpose of advancing its business.
(20)	To do any of the things which it may do in association with any other person and as principal or agent or as trustee or for its own benefit.
(21)	To promote any other business.
(22)	To do all such things as are incidental or conducive to the exercise of the powers of the Company.
(23)	By way of settlement or other dealing or disposition, to give the right to a person not a member of the Company to share in the whole or any part of its gains or profits to the exclusion of its members, provided that in exercising such power no distribution of gains or profits shall be made pursuant to such settlement, disposition or other dealing which would exceed the amount properly distributed as a dividend or properly capable of being returned as capital surplus where such distribution is a distribution to some or to all of the members of the Company.
(24)	To establish or acquire or carry on an office being a subsidiary or a branch or a marketing office or a general office in any part of Malaysia outside Labuan with the approval of LOFSA and subject always to the provisions of the Offshore Companies Act 1990 and regulations made thereunder.

Page 2

(25) To do all other things which are not prohibited by or under the Offshore Companies Act 1990 or the regulations or otherwise by any written law of Malaysia.

D.

The liability of the members is limited.

E.

The share capital of the Company is UNITED STATES DOLLARS TEN THOUSAND (USD10,000.00) only divided into TEN THOUSAND (10,000) ordinary shares of UNITED STATES DOLLAR ONE (USD1.00) par value each (collectively the “Capital”) with power for the Company to increase, sub-divide, consolidate or reduce such Capital and to divide the shares forming the Capital (original, increased or reduced) into several classes and to attach thereto respectively preferential, deferred, special or qualified rights, privileges or conditions as regards dividends, repayment of capital, voting or otherwise.

* * * * * * * * * * * * * * * * * * * * * * * * *

Page 3

We, the several persons whose names and addresses are subscribed, are desirous of being formed into an Offshore Company pursuant to the Offshore Companies Act 1990 and to this Memorandum of Association, and we respectively agree to take the number of shares in the capital of the Company set opposite our respective names.

Names, addresses and descriptions	Number of Shares taken by each
of Subscribers	Subscriber
Argos General IP (Singapore) Pte. Ltd. (Company No. : 200512430D) c/o Wong Partnership, Advocates and Solicitors, 80 Raffles Place, #58-01, UOB Plaza 1, SINGAPORE 048624	1 ORDINARY SHARE	ONE ORDINARY SHARE
	/s/ Adam H. Clammer
	Authorised Signatory for Argos General IP (Singapore) Pte. Ltd.
Total Number of Shares Taken	ONE ORDINARY SHARE OF USD1.00 EACH

Dated this 9th day of September, 2005
Witness to the above signature :
	/s/ Kimberly Ann Wilding
	Name : Kimberly Ann Wilding
	Driving License No.: C1639206
	Address : 49 Showers, Dr. Unit 227, Mountain View, CA 94040, United States of America

Page 4

Exempted from stamp duty via Stamp Duty
[Exemption] Order 2000 dated 17/01/2000 p.u. [A]9

THE OFFSHORE COMPANIES ACT 1990
COMPANY LIMITED BY SHARES

ARTICLES OF ASSOCIATION

OF

Argos Fiber Holding (Labuan) Corporation

INTERPRETATION

1) Definitions. Reference in these Articles to the Act shall mean the Offshore Companies Act, 1990. The following Articles shall constitute the Articles of the Company. In these Articles, words and expressions defined in the Act shall have the same meaning and unless otherwise required by the context, the singular shall include the plural and vice versa, the masculine shall include the feminine and neuter genders and references to persons shall include corporations and all legal entities capable of having a legal existence.

LIMITED COMPANY

2) Private Company Limited By Shares. The Company is a private company, and accordingly:-

(a)	the right to transfer shares is restricted in the manner hereinafter prescribed;
(b)	any invitation to the public to subscribe for any shares or debentures of the Company is prohibited except in accordance with the Act;
(c)	Any invitation to the public to deposit money with the Company for fixed periods or payable at call, whether bearing or not bearing interest, is prohibited except in accordance with the Act; and
(d)	all prices and values given in respect of the shares of the company shall be in a currency other than the Malaysian currency.

SHARES

3)

Issue Of Shares. The shares taken by the subscribers to the Memorandum of Association shall be issued by the directors, subject as aforesaid, and to the provisions of the immediate following Articles, the shares shall be under the control of the directors, who may allot and issue the same to such persons on such terms and conditions and at such times as the directors think fit but so that no shares shall be issued at a discount except in accordance with Section 50 of the Act.

4)

Redeemable Preference Shares. The Company shall have power to issue preference shares carrying a right to redemption or liable to be redeemed at the option of the Company or to issue preference capital ranking equally with or in priority to preference shares already issued and the Directors may, subject to the provisions of the Act, redeem such shares on such terms and in such manner as they may think fit.

Page 5

5)

Share Certificate. Every member shall without payment be entitled, to receive, within two (2) months after allotment or within one (1) month after lodgement of transfer, certificate(s), under the Seal for all the shares registered in his name, specifying the shares to which the certificate relates and the amount paid up thereon Provided that in the case of joint holders the Company shall not be bound to issue more than one certificate and delivery of such certificate to any one of the joint holders shall be sufficient delivery to all. Each share certificate shall be numbered and denote the number of the shares in respect of which it is issued.

6)

Issue of New Certificate. If a certificate is worn out or lost, it may be renewed on production of the worn-out certificate, or on satisfactory proof of its loss together with such indemnity as the directors may reasonably require. Any member receiving a share certificate shall indemnify and hold the Company and its officers harmless from any loss or liability which it or they may incur by reason of wrongful or fraudulent use or representation made by any person by virtue of the possession of such certificate.

LIEN

7)	Company To Have Lien On Shares And Dividends. The Company shall have a first and paramount lien upon all shares (whether fully paid or not) registered in the name of any member, either alone or jointly with any other person, for his debts, liabilities and engagement whether solely or jointly with any other person, to or with the Company, whether the period for the payment fulfilment or discharge thereof shall have actually arrived or not, and such lien shall extend to all dividends from time to time declared in respect of such shares.
8)	Lien May Be Enforced By Sale Of Shares. The directors may sell any shares subject to such lien at such time or times and in such manner as they think fit, but no sale shall be made until such time as the moneys in respect of which such lien exists or some part thereof are or is presently payable or a liability or engagement in respect of which such lien exists is liable to be presently fulfilled or discharged and until a demand and notice in writing stating the amount due or specifying the liability or engagement and demanding payments or fulfilment or discharge thereof, and giving notice of intention to sell in default, shall have been served on such member or any persons entitled by transmission to the shares, and default in payment, fulfilment or discharge shall have been made by him or them for seven (7) days after such notice.
9)	Directors May Authorise Transfer And Enter Purchaser’s Name In Register. To give effect to any such sale the directors may authorise some persons to transfer the shares sold to the purchaser and may enter the purchaser’s name in the register of members as holders of the shares, and the purchaser shall not be bound to see to the application of the purchase money, nor shall his title to the shares be affected by an irregularity or invalidity in the proceedings in reference to the sale.
10)	Application Of Proceeds Of Sale. The net proceeds of any such sale shall be applied in or towards satisfaction of the amount due to the Company or of the liability and the balance (if any) shall be paid to the member or any person entitled by transmission to the shares so sold.
11)	Members Not Entitled To Privilege Of Membership Until All Calls Paid. No member shall be entitled to receive any dividend or to exercise any privilege as a member until he has paid all calls for the time being due and payable on every share held by him, whether alone or jointly with any other person, together with interest and expenses (if any).

Page 6

CALLS ON SHARES

12)	(a)	Directors May Make Calls. The directors may, subject to the provisions of these Articles, from time to time make such calls upon the members in respect of all moneys unpaid on their shares as they think fit, provided that fourteen (14) days’ notice at least is given of each call and each member shall be liable to pay the amount of every call so made upon him to the persons, by the instalments (if any) and at the times and places appointed by the directors.
	(b)	When Call Deemed To Have Been Made. A call shall be deemed to have been made at the time when the resolution of the directors authorising such call was passed.
	(c)	Liability Of Joint Holders. The joint holder of a share shall be jointly and severally liable to pay all calls and instalments in respect thereof.
	(d)	Interest On Unpaid Call. If before or on the said appointed date for payment thereof, a call or instalment payable in respect of a share is not paid, the person from whom the same is due shall pay interest on the amount of the call or instalment at such rate not exceeding ten per cent (10%) per annum as the directors shall fix from the day appointed for payment thereof to the time of actual payment, but the directors may waive payment of such interest wholly or in part.
	(e)	Sum Payable On Allotment Deemed To Be A Call. Any sum which by the terms of allotment of a share is made payable upon allotment or at any fixed date, whether on account of the amount of the share or by way of premium, shall, for all purposes of these Articles, be deemed to be a call duly made and payable on the date fixed for payment, and in case of non-payment the provisions of these Articles as to payment of interest and expenses, forfeiture and the like, and all of the relevant provisions of these Articles, shall apply as if such sum were a call duly made and notified as hereby provided.
	(f)	Difference In Calls. The directors may, from time to time, make arrangements on the issue of shares for a difference between the holders of such shares in the amount of calls to be paid and in the time of payment of such calls.
	(g)	Calls May Be Paid In Advance. The directors may, if they think fit, receive from any member willing to advance the same, all or any part of the money due upon his shares beyond the sums actually called up thereon, and upon the moneys so paid in advance, or so much thereof as exceeds the amount for the time being called up on the shares in respect of which such advance has been made, the directors may pay or allow such interest as may be agreed between them and such member, in addition to the dividend payable upon such part of the share in respect of which such advance has been made as is actually called up.

TRANSFER OF SHARES

13) (a) Offer To Sell Shares. No member shall sell, transfer or otherwise part with the beneficial ownership of any share in the Company without first making an offer to sell the same to the other existing members.

Page 7

(b)	Offer To Remain Open. Every such offer shall remain open for the period stated in the offer, or if it is not stated in the offer, then for one hundred and twenty (120) days from the date of the offer.
(c)	More Than One Offerree. If before the expiry of such period the offeree shall, or if there is more than one any or all of the offeree(s) shall, accept all the shares so offered so that no part of the shares offered remain unaccepted, the offeror shall sell and the offeree or offerees shall purchase all the shares at the price not less than the fair market value as defined under paragraph (e) of this Article 13.
(d)	Notification To Auditors. Any member intending to offer his shares in the Company for sale shall not later than seven (7) days after the offer is made notify the Company’s auditors in writing of his intention to do so.
(e)	“Fair Value”. For the purpose of this Article 13, “fair value” per share shall mean the market value and if there is no market value determinable, it shall be the shareholders equity value equivalent to the total assets amount less the total liabilities amount as shown in the Company’s balance sheet, certified by the Company’s auditor in his sole discretion as at the end of the calendar month immediately preceding the calendar month in which the offer of the sale thereof is made or deemed to have been made, divided by the total number of issued shares of the Company. The fair value so determined shall be final and conclusive and binding upon the selling member and purchasing member. The Company’s auditor for the purpose of this provision, shall report the “fair value” as herein provided to the selling member and purchasing member within sixty (60) days after the receipt from the selling member of a notice in writing of his intention to sell the shares as herein provided. In certifying the fair value of the shares the Company’s auditor shall be acting as an expert and not as an arbitrator, and accordingly, the Malaysian arbitration laws shall not apply. All costs and expenses of the auditor shall be borne by the selling member.
(f)	Transfer To Be In Writing. Subject to the restrictions of these Articles, any member may transfer all or any of his shares but every transfer must be in writing and in the usual common form, or in any other form which the director may approve, and may be under hand only, and must be left at the office or at such other place as the directors may determine for registration, accompanied by the certificate for the shares to be transferred and such other evidence (if any) as the directors may require to prove the title of the intending transferor or his right to transfer the shares.
(g)	Signing By Both Transferor and Transferee. The instrument of transfer of a share shall be signed both by the transferor and by the transferee, and the transferor shall be deemed to remain the holder of the share until the name of the transferee is entered in the register in respect thereof. Shares of different classes shall not be comprised in the same instrument of transfer.
(h)	Retention of Instruments Of Transfer. All instruments of transfer which shall be registered shall be retained by the Company, but any instrument of transfer which the directors may refuse to register shall (except in any case of fraud) be returned to the party presenting the same.

Page 8

(i)	Refusal To Register Transfer. If the directors refuse to register any transfer of a share, they shall within one (1) month after the date of which the transfer was lodged with the Company, send to the transferee notice of the refusal.
(j)	Suspension Of Registration. The registration of transfer may be suspended at such time and for such period as the directors may from time to time determine, provided always that such registration shall not be suspended for more than thirty (30) days in any year.
(k)	Renunciations. Nothing in these Articles shall preclude the directors from recognising a renunciation on the allotment of any share by the allottee in favour of some other persons.

TRANSMISSION OF SHARES

14)	(a)	Transmission On Death. In the case of the death of a shareholder the survivors or survivor where the deceased was a joint holder, and the executors or administrators of the deceased where he was a sole or only surviving holder, shall be the only person recognised by the Company as having any title to his interest in the shares, but nothing in this Article shall release the estate of a deceased holder (whether sole or joint) from any liability in respect of any share held by him.
	(b)	Registration Of Executors And Trustees In Bankruptcy. Any person becoming entitled to a share in consequence of the death, incompetence or bankruptcy of a member may, subject as hereinafter provided, either be registered himself as holder of the share upon giving to the Company notice in writing of his desire, or transfer such share to some other persons. All the provisions relating to the right to transfer and the registration of transfer of shares shall be applicable to any such notice or transfer as aforesaid as if the death, incompetence or bankruptcy of the member had not occurred and the notice or transfer were a transfer executed by such member.
	(c)	Rights Of Unregistered Holders And Trustees. Save as otherwise provided by or in accordance with these provisions, a person becoming entitled to a share in consequence of the death or bankruptcy of a member shall be entitled to the same dividends and other advantages to which he would be entitled if he was the registered holder of the share, except that he shall not be entitled in respect thereof to exercise the rights conferred by the membership in relation to meetings of the Company until he has been registered as a member in respect of the share. Should such person fail either to transfer the share or to be registered as a member in respect thereof within sixty (60) days of being required to do by the directors, he shall be deemed to have elected to be registered as a member in respect thereof and may be registered accordingly.

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FORFEITURE OF SHARES

15)	(a)	Directors Require Payment Of Call With Interest And Expenses. If any member fails to pay the whole or any part of any call or instalment of a call on or before the day appointed for the payment thereof, the directors may at any time thereafter, during such time as the call or instalment or any part thereof remains unpaid, serve a notice on him or on the person entitled to the share by transmission requiring him to pay such call or instalment or such part thereof as remains unpaid, together with interest at such rate not exceeding ten per cent (10%) per annum as the directors shall determine, and any expenses that may have accrued by reason of such non-payment.
	(b)	Notice Requiring Payment To Contain Certain Particulars. The notice shall name a further day (not earlier than the expiration of seven (7) days from the date of the notice) on or before which such call or instalment, or such part as aforesaid, and all interest and expenses that have accrued by reason of such non-payment, are to be paid. It shall also name the place where payment is to be made, and shall state that, in the event of non-payment at or before the time and at the place appointed, the shares in respect of which such call was made will be liable to be forfeited.
	(c)	On Non-compliance With Notice Shares Forfeited On Resolution Of Directors. If the requirements of any such notice as aforesaid are not complied with, any share in respect of which such notice has been given may at any time thereafter, before the payment required by the notice has been made, be forfeited by a resolution of the directors to that effect. A forfeiture of shares shall include all dividends in respect of the shares not actually paid before the forfeiture notwithstanding that they shall have been declared.
	(d)	Notice Of Forfeiture To Be Given And Entered In Register Of Members. When any share has been forfeited in accordance with these Articles, notice of the forfeiture shall forthwith be given to the holder of the share or to the person entitled to the share by transmission, as the case may be, and an entry of such notice having been given, and of the forfeiture with the date thereof, shall forthwith be made in the register of members opposite to the share.
	(e)	Directors May Annul Forfeiture Upon Terms. Notwithstanding any such forfeiture as aforesaid the directors may, at any time before the forfeited share has been otherwise disposed of, annul the forfeiture upon the terms of payment of all calls and interest due thereon and all expenses incurred in respect of the share and upon such further terms (if any) as they shall see fit to impose.
	(f)	Directors May Dispose Of Forfeited Shares. Every share which shall be forfeited may be sold, re-allotted or otherwise disposed of, either to the person who was before forfeiture the holder thereof or entitled thereto, or to any other person upon such terms and in such manner as the directors shall think fit, and the directors may, if necessary, authorise some person to transfer the same to such other person as aforesaid.

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(g)	Former Holder Of Forfeited Shares Liable For Call Made Before Forfeiture. A shareholder whose shares have been forfeited shall, notwithstanding, be liable to pay to the Company all calls made and not paid on such shares at the time of forfeiture, and interest thereon to the date of payment, in the same manner in all respect as if the shares had not been forfeited, and to satisfy all (if any) the claims and demands which the Company might have enforced in respect of the shares at the time of forfeiture, without any deduction or allowances for the value of the shares at the time of forfeiture.
(h)	Consequences Of Forfeiture. The forfeiture of a share shall involve the extinction at the time of forfeiture of all interest in and all claims and demands against the Company in respect of the share, and all other rights and liabilities incidental to the share as between the shareholder whose share is forfeited and the Company, except only such of the rights and liabilities as are by these Articles expressly saved, or as are by the Act given or imposed in the case of past members.
(i)	Title To Forfeited Share. A statutory declaration in writing that the declarant is a director of the Company, and that a share has been duly forfeited in pursuance of these Articles, and stating the date upon which it was forfeited, shall, as against all persons claiming to be entitled to the share adversely to the forfeiture thereof, be conclusive evidence of the facts therein stated, and such declaration, together with the receipt of the Company for the consideration (if any) given for the share on the sale or disposition thereof and a certificate of proprietorship of the share under the seal deliver to the person to whom the same is sold or disposed of, shall constitute a good title to the shares, and (subject to the execution of any necessary transfer) such person shall be registered as the holder of the share and shall be discharged from all calls made prior to such sale or disposition, and shall not be bound to see the application of the purchase money (if any) nor shall his title to the share be affected by any act, omission or irregularity to or connected with the proceedings in reference to the forfeiture, sale, re-allotment or disposal of the share.

ALTERATION OF SHARE CAPITAL

16)	Company May Increase Its Capital. The Company may from time to time by Special Resolution increase the share capital by such sum, to be divided into shares of such amount, as the Special Resolution shall prescribe.
17)	Company May Alter Its Capital. The Company may by Special Resolution -

(a)	increasing its share capital by the creation of new shares of such amount as it thinks expedient; or
(b)	consolidating and dividing all or any of its share capital into shares of larger amounts than its existing shares ; or
(c)	subdividing its shares or any of them into shares of smaller amount than is fixed by the Memorandum of Association, so however that in the sub-division the proportion between the amount paid and the amount, if any, unpaid on each reduced share shall be the same as it was in the case of the share from which the reduced share is derived; or

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(d)	cancel any share not taken or agreed to be taken by any person and which has been forfeited and diminish the amount of its share capital by the amount of shares so cancelled; or
(e)	converting all any of its paid-up shares into stock and reconverting that stock into paid-up shares of any denomination; or
(f)	redenominating the currency of any shares by the conversion of shares denominated in one currency to the same number of shares of another currency with the prior written of the creditor, if any.

	Provided that any alteration of the rights of the holders of such existing class of shares shall not prejudice the existing rights of the holders of any other class of shares.
18)	Company May Reduce Its Capital. Subject to any provisions of the Act, the Company may, by Special Resolution, reduce its share capital and any capital redemption reserve fund or any share premium account in any manner.

MODIFICATION OF CLASS RIGHTS

19) Rights Of Shareholders May Be Altered. Subject to the provisions of the Act, all or any of the rights, privileges or conditions for the time being attached or belonging to any class of shares for the time being forming part of the share capital of the Company may from time to time be modified, affected, varied, extended or surrendered in any manner with the consent in writing of the holders of not less than three-fourths of the issued shares of that class, or with the sanction of a Special Resolution passed at a separate general meeting of the holders of the shares of the class. To any separate meeting all the provisions of these Articles as to general meetings of the Company shall mutatis-mutandis apply, but so that the necessary quorum shall be members of the class holding or representing by proxy one third of the share capital paid or credited as paid on the issued shares of the class, and every holder of shares of the class in question shall be entitled on a poll to one vote for any such shares held by him.

GENERAL MEETINGS

20)	(a)	Annual General Meeting. An annual general meeting shall be held once in every calendar year, save and except for the year of incorporation, at such time and place (including in Labuan or any part of Malaysia or any part of the world) as may be determined by the directors, but so that within nine (9) months after the date to which the accounts of the Company are made up.
	(b)	Extraordinary General Meeting. A general meeting other than the statutory meeting and Annual General Meeting is called an Extraordinary General Meeting. The directors may call an Extraordinary Meeting whenever they think fit and an Extraordinary Meeting shall also be convened on such requisition.

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(c)

Resolution Signed By All Members As Effective As If Passed At General Meeting. Subject to the Act, a resolution in writing signed by all members for the time being entitled to receive notice of and attend and vote at general meetings (or being corporations by their duly authorised representatives) shall be valid and effective as if the same had been passed at a general meeting of the Company duly convened and held, and may consist of several documents in the like form each signed by one or more members. For the purposes of this Article a cable telegram, telex, telefax or other electronic communication sent by a member shall be deemed to be document signed by him.

(d)

Notice Of Meeting

(i)	Annual General Meeting
	The Company shall give its members notice of such meeting not less than fourteen (14) days before the meeting. The accidental omission to give such notice to or the non-receipt of such notice by any members shall not invalidate the proceedings or any resolution passed at the meeting.
(ii)	Extraordinary General Meeting
	The Company shall give its members notice for such meeting not less than twenty-one (21) days, specifying the place, day and hour of meeting and in the case of special business the general nature of such business, shall be given in manner hereinafter mentioned to such persons as are under the provisions of these Articles entitled to receive notices of general meetings from the Company, but with the consent of all persons for the time being entitled as aforesaid, a meeting may be convened upon a shorter notice, and in such manner as such persons may approve. The accidental omission to give such notice to or the non-receipt of such notice by any such person shall not invalidate the proceedings or any resolution passed at any such meeting.

PROCEEDINGS AT GENERAL MEETINGS

21)	(a)	Special Business. All business shall be deemed special that is transacted at an Extraordinary General Meeting, and also all that is transacted at an ordinary meeting, with the exception of declaring a dividend, the consideration of the accounts, balance sheets, and the reports of the directors and auditors, and any other documents annexed to the balance sheets, the election of directors in the place of those retiring and the appointment and fixing of the remuneration of the auditors.
	(b)	No Business To Be Transacted Unless Quorum Present. No business shall be transacted at any general meeting unless a quorum is present when the meeting proceeds to business. For all purposes the quorum shall be one shareholder present in person or by proxy. For the purposes of this Article, such shareholder or his proxy shall be deemed to be present at the meeting if he participates by telephone or other electronic means and all members participating in the meeting are able to hear each other and recognise each other’s voice, and for this purpose participation shall constitute proof of recognition.

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(c)	If No Quorum Meeting Dissolved. If within thirty (30) minutes from the time appointed for the holding of a general meeting, a quorum is not present, the meeting shall be dissolved and shall stand adjourned to such other day and at such other time and place as the directors may determine.
(d)	Chairman Of Board To Preside At All Meetings. The chairman, if any, of the board of directors shall preside at every general meeting, but if there be no such chairman or if at any meeting he shall not be present within fifteen (15) minutes after the time appointed for holding the same, or shall be unwilling to act as chairman, the members present shall choose one of the directors to act as chairman or if no director be present, or if all the directors present decline to take the chair, the members present shall choose one of the members present to be chairman of the meeting.
(e)	Notice Of Adjourned Meeting. The chairman may, with the consent of any meeting, adjourn any meeting from time to time and from place to place. Whenever a meeting is adjourned for ten (10) days or more, notice of the adjourned meeting shall be given in the same manner as in the case of an original meeting. Save as aforesaid, no member shall be entitled to any notice of an adjournment or of the business to be transacted at any adjourned meeting other than the business which might have been transacted at the meeting from which the adjournment took place.
(f)	How Poll To Be Taken. A poll demanded on the election of a chairman or on a question of adjournment shall be taken at such time and place, and in such manner as the chairman directs and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded. Any business other than upon which a poll has been demanded may be proceeded with at a meeting pending the taking of the poll.
(g)	Chairman To Have Casting Vote. In the case of an equality of votes, whether on a show of hands or on a poll, the chairman shall be entitled to a second or casting vote.

VOTES OF MEMBERS

22)	(a)	Number Of Votes. Subject to any rights or restrictions for the time being attached to any class or classes of shares, every member present in person or by proxy or represented by an attorney shall have one vote on a show of hands and shall have one vote for each voting share of which he is the holder.
	(b)	Split Votes. On a poll a member entitled to more than one vote need not, if he votes, use all his votes or cast all the votes he uses in the same way.
	(c)	Votes Of Joint Holders Of Shares. In the case of joint holders, the vote of the senior who tenders a vote whether in person or by proxy shall be accepted to the exclusion of the votes of any other joint holder; and for this purpose seniority shall be determined by the order in which the names stand in the register of members.

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(d)	Votes Of Lunatic Member. A person of unsound mind, or in respect of whom an order has been made by a court having jurisdiction in lunacy, may vote, whether on a show of hands or on a poll, by his committee receiver, curator bonis, or other legal curator and such last mentioned persons may give their votes either personally or by proxy.
(e)	Members Indebted To Company In Respect Of Shares Not Entitled To Vote. No members shall be entitled to vote at any general meeting unless all calls or other sums presently payable by him in respect of shares in the Company have been paid.
(f)	Instrument Appointment Proxy To Be In Writing. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing or if the appointor is a corporation under the hand of an officer or attorney of the corporation. The instrument appointing a proxy shall be deemed to confer authority to demand or join in demanding a poll. A proxy or an attorney need not be a member of the Company.
(g)	Instrument Appointing A Proxy To Be Left At The Office. The instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed, or a notarially certified copy of that power or authority shall be deposited at the office not less than forty-eight (48) hours before the time for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote, and in default the instrument of proxy shall not be treated as valid.
(h)	Form Of Proxy. An instrument appointing a proxy shall be in writing in the common form or any other form approved by the directors.
(i)	Corporation Acting By Representative At Meeting. Any corporation or other form of corporate legal entity which is a member of the Company may by resolution of their directors or other governing body authorising such person as they think fit to act as representative at any meeting of the members or any class of members of the Company, and the person so authorised shall be entitled to exercise the same powers on behalf of the corporation which he represents as that corporation could exercise if it were an individual member of the Company.
(j)	Proxy By Cable, Telegram, Telefax, Telex Or Other Electronic Means Shall Be Valid. Notwithstanding the provisions of paragraphs (f), (g) and (h) of this Article hereof the appointment of a proxy shall be valid if made by cable, telegram, telefax, telex or other electronic means.

DIRECTORS

23)	(a)	Number Of Directors. The Company shall have at least one (1) director who may be a resident director or a corporation.
	(b)	Terms Of Appointment. Each director holds office according to the terms of his appointment until his successor takes office or until his earlier death, resignation or removal.

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(c)	First Director. The first director or directors shall be elected by the subscriber to the Memorandum of Association. Thereafter, the director or directors shall be elected by the members or directors for such term as the members or directors may determine and may be removed by the members.
(d)	No Retirement By Rotation. Directors shall not be subject to annual retirement by rotation. Save and except when a resident director is required under the Act, a resident director who is an officer of a Trust Company, which made him available for the appointment, may, subject to agreement between the Company and the Trust Company be replaced at any time.
(e)	Director’s Qualification. A director shall not be required to hold any share qualification in the Company but nevertheless shall be entitled to attend and speak at any meeting of the members and at any separate meeting of the holders of any class of shares in the Company. A director of the Company may be a corporate person. A resident director of the Company shall be an officer of a Trust Company made available for the appointment by such Trust Company.
(f)	Alternate Directors. A director by writing under his hand deposited at the registered office of the Company may from time to time appoint another director or any other person to be his alternate. Every such alternate shall be entitled to be given notice of meetings of the directors and to attend and vote as a director at any such meeting at which the director appointing him is not personally present and generally at such meeting to have and exercise all the powers, rights, duties and authorities of the director appointing him. Every such alternate shall be deemed to be an officer of the Company and shall not be deemed to be an agent of the director appointing him. If undue delay or difficulty would be occasioned by giving notice to a director of a resolution of which his approval is sought in accordance with Article 27(h) hereof, his alternate (if any) shall be entitled to signify approval of the same on behalf of that director.
	A director by writing under his hand deposited at the registered office of the Company may at any time revoke the appointment of an alternate appointed by him. If a director shall die or cease to hold the office of director, the appointment of his alternate shall thereupon cease and terminate.
(g)	Director’s Remuneration. The remuneration of the directors shall from time to time be determined by the Company in general meeting. The directors shall also be paid such travelling, hotel and other expenses as may reasonably be incurred by them in the execution of their duties including any such expenses incurred in connection with their attendance at meetings of directors. If by arrangement with the other directors any director shall perform or render any special duties or services outside his ordinary duties as a director, the directors may pay him special remuneration by way of salary, commission, participation in profits or otherwise as may be arranged. The remuneration or fees, if any, of a resident director shall be payable to the Trust Company which made him available for the appointment, and in such manner and at such times as may be agreed between the Trust Company and the Company.

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(h)	Director May Be Interested In Other Companies. A director of the Company may be or become a director or other officer of, or otherwise interested in, any company whether promoted by the Company or otherwise or in which the Company may be interested as shareholder or otherwise, and no such remuneration or other benefits received by him as a director or officer of, or from his interest in such other company shall constitute an interest in such other company unless the Company otherwise directs.
(i)	Directors To Manage Company’s Business. The business of the Company shall be managed by the Directors who may pay all expenses incurred preliminary to and in connection with the formation and registration of the Company, and may exercise all such powers of the Company as are not by the Act or by these Articles required to be exercised by the members subject to any delegation of such powers as may be authorised by these Articles and to such requirements as may be prescribed by a resolution of the members; but no requirement made by a resolution of the members shall prevail if it be inconsistent with these Articles nor shall such requirement invalidate any prior act of the Directors which would have been valid if such requirement had not been made.
(j)	Managing Director. The directors may from time to time appoint one (1) of the directors to be managing director and a director so appointed shall, subject to the provisions of any contract between him and the Company, be subject to the same provisions as to resignation and removal as the other directors of the Company, and if he ceases to hold the office of directors he shall ipso facto and immediately cease to be a managing director.
(k)	Attorneys. The directors may from time to time and at any time by power of attorney, appoint any company, firm or persons or body or persons, whether nominated directly or indirectly by the directors, to be the attorney or attorneys of the Company for such purposes and with such powers authorities and discretion (not exceeding those vested in or exercisable by the directors under these Articles) and for such period and subject to such conditions as they may think fit, and any such powers of attorneys may contain such provisions for the protection and convenience of persons dealing with any such attorney as the directors may think fit and may also authorise any such attorney to delegate all or any of the powers, authorities and discretion vested in him.
(l)	Directors’ Borrowing Powers. The directors may borrow or raise funds from time to time for the purposes of the Company or secure the payment of such sums as they may think fit, and may secure the repayment or payment of any such sums by mortgage or charge upon all or any of the property or assets of the Company or by the issue of debentures (whether at par or at a discount or premium) or otherwise as they may think fit.
(m)	Vacancies In Board. A vacancy in the board of directors may be filled by the appointment of a new director pursuant to a resolution of members or of a majority of the remaining directors.

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(n)	Directors To Comply With Act. The directors shall duly comply with the provisions of the Act, and particularly the provisions as to registration and keeping copies of mortgages and charges, keeping a register of members, keeping a register of directors and secretaries and entering all necessary particulars therein, and sending a copy thereof or a notification of any changes therein to LOFSA, and sending to such Registrar of Companies an annual return as required by Section 109 of the Act, notices as to increase of capital, returns of allotments and contract relating thereto, copies of Special Resolutions and other particulars connected with the above.
(o)	Directors To Cause Minutes To Be Made. The directors shall cause proper minutes to be made of all general meetings, meetings of directors and committees of the Company and all business transacted at such meetings; and such minutes of any meeting, if purporting to be signed by the chairman of such meeting, shall be conclusive evidence without any further proof of the facts therein stated.
(p)	Director Who Is A Body Corporate. Any director who is a body corporate may appoint any person as its duly authorised representative for the purpose of representing it at Directors’ meetings and of transacting any of the business of the directors.

DIRECTORS CONTRACTING WITH COMPANY
OR HOLD OFFICE OF PROFIT

24)	(a)	Director contracting with the Company. A director may contract with and be interested in any contract or proposed contract with the Company and shall not be liable to account for any profit made by him by reason of any such contract, provided that the nature of the interest of the director in any such contract be declared at a meeting of the directors as required by Section 91 of the Act. No director shall vote as a director in respect of any contract or arrangement in which he is interested, although he shall be counted in the quorum present at the meeting, but this prohibition shall not apply to any contract or arrangement with any other company in which he is interested only as an officer or director of that other company or as holder of shares or other securities.
	(b)	Director holding office or place of profit. A director may hold any other office or place of profit under the Company (except that of auditor) in conjunction with his office of director for such period and on such terms as to remuneration and otherwise as the directors may determine.
	(c)	Remuneration. A director may act by himself or his firm in any professional capacity of the Company (except as auditor) and he or his firm shall be entitled to remuneration for professional services as if he was not a director.

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DISQUALIFICATION OF DIRECTORS

25) Office Of Directors Vacated In Certain Cases. Subject as herein otherwise provided or to the terms of any subsisting agreement, the office of a director shall be vacated:-

(a)	if a receiving order is made against him or he makes any arrangement or composition with his creditors.
(b)	if he is prohibited from being a director by reason of any order made under provisions of the Act.
(c)	if he is found lunatic or becomes of unsound mind.
(d)	if he shall be requested in writing to vacate office by all the other directors and they pass a resolution that he has been so requested and by reason thereof has vacated his office.
(e)	if he resigns his office by notice in writing to the Company.

APPOINTMENT AND REMOVAL OF DIRECTORS

26)	(a)	Appointment. The directors shall have power at any time, and from time to time, to appoint any person to be a director, either to fill a casual vacancy or as an addition to the existing directors. The First Directors of the Company shall be ADAM HERBERT CLAMMER (USA PASSPORT NO. : 205456166) AND KENNETH YEH-KANG HAO (USA PASSPORT NO. : 211313143).
	(b)	Removal. The Company may by ordinary resolution remove any director before the expiration of his period of office, and may by an ordinary resolution appoint another person in his stead.

PROCEEDINGS OF DIRECTORS

27)	(a)	Director May Call Meeting Of Directors. A director may and the Secretary, on the requisition of a director, shall at any time summon a meeting of the directors.
	(b)	Meeting Of Directors. The directors may meet together for the dispatch of business adjourn, and otherwise regulate their meetings, as they think fit. The quorum necessary for the transaction of business shall be two (2). All matters arising at any meeting shall be decided by a majority of votes. In case of an equality of votes the chairman shall have a second or casting vote. For the purposes of this Article, a director shall be deemed to be present at the meeting if he participates by telephone or other electronic means and all directors participating in the meeting are able to hear each other and recognise each other’s voice, and for this purpose participation shall constitute proof of recognition.
	(c)	Chairman Of The Board. The directors may from time to time appoint one of the directors to be chairman of the board and from time to time remove such chairman. If at any meeting the chairman is not present within thirty (30) minutes after the time appointed for holding the same, the directors present shall choose one of their members to be chairman of such meeting.

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(d)	Director May Delegate Their Powers. The directors may delegate any of their powers to committees consisting of such member or members of their board, as they think fit. Any committee so formed shall in the exercise of the powers so delegated conform to any regulations that may be imposed on it by the directors.
(e)	Chairman To Committee. A committee may elect a chairman of its meetings. If no such chairman is elected, or if at any meeting the chairman is not present within five minutes after the time appointed for holding the same, the members present may choose one of the members to be chairman of the meeting.
(f)	Meeting Of Committees. A committee may meet and adjourn, as its members think proper. Questions arising at any meeting shall be determined by a simple majority of votes of the members present, and in case of an equality of votes, the chairman shall not have a second or casting vote.
(g)	All Acts By Directors To Be Valid. All acts done bona fide by any meeting of directors, or by a committee of directors, or by any person acting as a director shall notwithstanding that, it be afterwards discovered that there was some defect in the appointment of any such director or person acting as aforesaid, or that they or any of them were disqualified, be as valid as if every such person had been duly appointed and was qualified to be a director.
(h)	Resolution Signed By Directors To Be Valid. A resolution in writing signed by all the directors shall be as effective for all purposes as a resolution passed at a meeting of the directors duly convened, held and constituted. Any such resolution may be contained in one or more documents signed by one or more of the directors or their respective alternates and for the purposes of this Article, a cable, telegram, telefax or telex or other electronic means sent by a director shall be deemed to be a document in writing signed by him provided that such cable, telegram, telefax, telex or other electronic means is confirmed in writing by the provision of the original thereof within three (3) weeks of the date of such cable, telegram, telefax, telex or other electronic means.

SECRETARY

28)	(a)	Resident Secretary. The Resident Secretary and any additional secretaries, shall be appointed by the directors of the Company and any secretary so appointed may be removed by them. Where there are two or more secretaries, at least one of them shall be a resident secretary who shall be an officer of a Trust Company or a company wholly owned by a Trust Company and made available for the appointment by the said Trust Company. The first Secretary of the Company shall be MESSRS. ZAID IBRAHIM SECRETARIAL SERVICES SDN. BHD. [Company No. 227942-U] who shall be the Resident Secretary of the Company.
	(b)	Remuneration of Resident Secretary. The salary of a Resident Secretary shall be fixed by agreement between the Company and the Trust Company which made the secretary available for the appointment and shall be paid in such manner and at such times as shall be mutually agreed upon.

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THE SEAL

29) Affixing of Seal. The Seal shall not be affixed to any instrument except by the authority of a resolution of the Board of directors, and in the presence of two (2) directors or a director and the Secretary or such other person as the directors may appoint for the purpose and that two (2) directors or a director and the Secretary or other person as aforesaid shall sign every instrument to which the Seal is so affixed in their presence, and in favour of any person bona fide dealing with the Company, such signatures shall be conclusive evidence of the fact that the Seal has been properly affixed.

DIVIDENDS AND RESERVES

30)	(a)	Distribution Of Dividends. Subject to any preferential or other special rights for the time being attached to any special class of shares, the profits of the Company which it shall from time to time be determined to distribute by way of dividend shall be applied in payment of dividends upon the shares of the Company in proportion to the amounts paid up or credited as paid up thereon respectively otherwise than in advance of calls.
	(b)	Declaration Of Dividends. Subject to the provisions of the Act, the directors may from time to time declare dividends, but no such dividend shall be payable except out of the profits, as provided by Section 140 of the Act. The directors may, if they think fit, from time to time declare and pay to the members such dividends as appear to them to be justified by the position of the Company, and may also from time to time, if in their opinion such payment is so justified, pay any preferential dividends which by the terms of issue of any shares are made payable on fixed dates. No higher dividend shall be paid than is recommended by the directors, and the declaration of the directors as to the amount of the net profits shall be conclusive.
	(c)	Directors May Form Reserve Fund. The directors may, before recommending any dividend, set aside out of the profits of the Company such sums as they think proper as a reserve or reserves, which shall at the discretion of the directors be applicable for meeting contingencies, or for repairing or maintaining any works connected with the business of the Company, or for equalising dividends, or for distribution by way of special dividend or bonus, or may be applied for such other purposes for which the profits of the Company may lawfully be applied as the directors may think expedient in the interests of the Company, and pending such application the directors may employ the sums from time to time so set apart as aforesaid in the business of the Company. The directors may also from time to time carry forward such sums, as they may deem expedient in the interest of the Company.
	(d)	Dividend Warrants To Be Posted To Members. Every dividend warrant may, unless otherwise directed, be sent by post to the last registered address of the member entitled thereto, and the receipt of the person whose name at the date of the declaration of the dividend appears on the register of members as the owner of any share or, in the case of joint holders, of any one of such joint holders, shall be a good discharge to the Company for all payments made in respect of such share. No unpaid dividend or interest shall bear interest as against the Company.

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CAPITALISATION OF PROFITS

31) Company May Capitalise Reserves And Undivided Profits. The Company in general meeting may at any time and from time to time pass a resolution that any sum not required for the payment or provision of any fixed preferential dividend, and (A) for the time being standing to the credit of any reserve of the Company including premiums received on the issue of any shares or debentures of the Company, or (B) being undivided net profits in the hands of the Company, be capitalised, and that such sum be appropriated as capital to and amongst the shareholders in the proportions in which they would have been entitled thereto if the same had been distributed by way of dividend on the shares, and in such manner as the resolution may direct, and such resolution shall be effective, and the directors shall in accordance with such resolution apply such sum in paying up in full any unissued shares or debentures of the Company on behalf of the shareholders aforesaid, and appropriate such shares or debentures and distribute the same credited as fully paid up to and amongst such shareholders in the proportions aforesaid in satisfaction of the shares and interests of such shareholders in the said capitalised sum or shall apply such sum or any part thereof on behalf of the shareholders aforesaid in paying up the whole or part of any uncalled balance which shall for the time being be unpaid in respect of any issued shares held by such shareholders or otherwise deal with such sum as directed by such resolution. Where any difficulty arises in respect of any such distribution, the directors may settle the same as they think expedient, and in particular they may issue fractional certificates, fix the value for distribution of any fully paid-up shares or debentures, make cash payments to any shareholders on the footing of the value so fixed in order to adjust rights, and vest any such shares or debentures in trustees upon such trust for the persons entitled to share in the appropriation and distribution as may seem just and expedient to the directors. When deemed requisite a proper contract for the allotment and acceptance of any shares to be distributed as aforesaid shall be delivered to LOFSA for registration in accordance with Section 43 of the Act and the directors may appoint any person to sign such contract on behalf of the person entitled to the share in the appropriation and distribution and such appointment shall be effective.

ACCOUNTS

32) Accounts and books to be kept. The directors shall cause proper accounts to be kept:-

(a)	of the assets and liabilities of the Company;
(b)	of all sums of money received and expended by the Company, and the matters in respect of which such receipts and expenditure take place; and
(c)	of all sales and purchases by the Company.

The accounting and other records shall be kept at the registered office or at such other place as the directors shall think fit, and shall always be open to the inspection by the directors.

33)

Inspection By Members. The directors shall from time to time determine whether in any particular case or class of cases, or generally, to what extent and at what times and places and under what conditions or regulations, the accounts and books of the Company, or any of them shall be open to the inspection of members, and no member (not being a director) shall have rights of inspecting any account or book or document of the Company, except as conferred by the Act or authorised by the directors or by a resolution of the Company in general meeting.

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34) Accounts To Be Laid Before Company. Once in every year the directors shall caused to be laid before the Company at annual general meeting the accounts of the Company not more than nine (9) months after the date to which the accounts are made up.

AUDIT

35)

Appointment Of Auditor. The Directors may from time to time a person or firm who has been approved by and registered with LOFSA as the Auditor of the Company, if they think fit.

36)

Rights And Duties Of Auditors. Every auditor of the Company shall have the right of access at all times to the books of account and vouchers of the Company, and shall be entitled to require from the officers of the Company such information and explanations as he think necessary for the performance of his duties. The report of the auditor shall be annexed to the accounts upon which he reports, and the auditor shall be entitled to receive notice of, and to attend, any meeting at which the Company’s audited profit and loss account and balance sheet are to be presented.

NOTICE

37)	(a)	Service Of Notice. A notice or any other document other than the notice requirements under Articles 20(a) and 20(b), may be served by the Company upon any member either personally or by sending it through the post in a prepaid letter addressed to such member at his last registered address as appearing in the register of members.
	(b)	Service On Joint Holders Of Shares. All notices directed to be given to the members shall with respect to any share to which such persons are jointly entitled, be given to whichever of such persons is named first in the register of members and any notice so given shall be sufficient notice to all the holders of such share.
	(c)	Notices In Case Of Death Or Bankruptcy. A notice may be given by the Company to the persons entitled to any share in consequence of the death or bankruptcy of a member by sending it through the post in a prepaid envelope addressed to them by name or by the title of representatives or trustees of such deceased or bankrupt member, at the address (if any) supplied for the purpose by such person as aforesaid, or (until such an address has been supplied) by giving the notice in the manner in which the same would have been given if the death or bankruptcy had not occurred.
	(d)	When Service Deemed Effected. Any notice or other document, if served or sent by post, shall be deemed to have been served or delivered at the time the letter containing the same is put into the post and in proving such service or sending it shall be sufficient to prove that the letter containing the notice or documents was properly addressed and put into the post office.

INDEMNITY

38) Directors And Officers Entitled To Indemnity. Subject to the provisions of the Act and any other statute for the time being in force, every director or other officer of the Company shall be entitled to be indemnified out of the assets of the Company against all losses or liabilities which he may sustain or incur in or about the execution of the duties of his office or otherwise in relation thereto provided that

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such losses or liabilities are not sustained or incurred by reason of bad faith, negligence or other default of the said director or officer, and no director or other officer shall be liable for any liabilities incurred by the Company in the execution of the duties of his office or in relation thereof.

LODGEMENT

39) Lodgement Of Documents. Every document required or permitted to be lodged or filed with the relevant authorities shall be lodged or filed within the time period pursuant to the provisions of the Act through a Trust Company.

WINDING UP

40) Division Of Assets of the Company. If the Company shall be wound up, the Liquidator may, in accordance with a resolution of members and in accordance with Section 131 of the Act, divide among the members in specie or in kind the whole or any part of the assets of the Company (whether they shall consist of property of the same kind or not) and may for such purpose set such value as he deems fair upon any property to be divided as aforesaid and may determine how such division shall be carried out as between the members or different classes of members. The Liquidator may vest the whole or any part of such assets in trustees upon such trusts for the benefit of the contributories as the Liquidator shall think fit, but so that no member shall be compelled to accept any shares or other securities whereon there is any liability.

AMENDMENTS TO ARTICLES

41) Alteration And Modification. The Company may alter or modify the conditions contained in these Articles as originally drafted or as amended from time to time by a Special Resolution of the Company.

* * * * * * * * * * * * * * * * * * * * * * * * *

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We, the undersigned subscribers whose names and address are subscribed hereunder being subscribers hereby agree to the foregoing Articles of Association.

NAME, ADDRESS AND PARTICULARS	SIGNATURE AND DESCRIPTION
OF SUBSCRIBERS	OF SUBSCRIBERS
Argos General IP (Singapore) Pte. Ltd. (Company No. : 200512430D) c/o Wong Partnership, Advocates and Solicitors, 80 Raffles Place, #58-01, UOB Plaza 1, SINGAPORE 048624
	/s/ Adam H. Clammer
	Authorised Signatory for Argos General IP (Singapore) Pte. Ltd.
Dated this 9th day of September, 2005
Witness to the above signatures:
	/s/ Kimberly Ann Wilding
	Name : Kimberly Ann Wilding
	Driving License No.: C1639206
	Address : 49 Showers, Dr. Unit 227, Mountain View, CA 94040, United States of America

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EX-3.8

Exhibit 3.8

No. of Company: 200512342D

THE COMPANIES ACT, CAP. 50

PRIVATE COMPANY LIMITED BY SHARES

MEMORANDUM

AND

ARTICLES OF ASSOCIATION

OF

AVAGO TECHNOLOGIES FIBER IP (SINGAPORE) PTE. LTD.

Incorporated on the 5^th day of September 2005

Lodged in the Office of the Accounting & Corporate Regulatory Authority, Singapore

WONGPARTNERSHIP
Advocates & Solicitors × Commissioner for Oaths × Notary Public
Agents for Trade Marks
80 Raffles Place
#58-01 UOB Plaza 1
Singapore 048624
Telephone: 64168 000
Facsimile: 6532 5711
Email: wonglaw@singnet.com.sg
Website :www.wongpartnership.com.sg

THE COMPANIES ACT, CAP. 50

AVAGO TECHNOLOGIES FIBER IP (SINGAPORE) PTE. LTD.

RESOLUTION PASSED ON 29 NOVEMBER 2005

At an Extraordinary General Meeting of the Company held on 29 November 2005, the following resolution was passed as special resolution:

SPECIAL RESOLUTION

AMENDMENT TO ARTICLES OF ASSOCIATION

That the Articles of Association of the Company be and are hereby amended by deleting the existing Article 5 in its entirety and substituting therefor the following new Article 5:

5. The authorised capital of the Company is S$85,000,000.00 divided into 85,000,000 ordinary shares of S$1.00 each.

Signed:

Kenneth Y. Hao
Director

THE COMPANIES ACT, CAP. 50

AVAGO TECHNOLOGIES FIBER IP (SINGAPORE) PTE. LTD.

RESOLUTION PASSED ON 28 SEPTEMBER 2005

At an Extraordinary General Meeting of the Company held on 28 September 2005, the following resolution was passed as special resolution:

SPECIAL RESOLUTION

CHANGE OF NAME

That, subject to the approval of the Registrar of Companies, the name of the Company be changed to Avago Technologies Fiber IP (Singapore) Pte. Ltd. and that the name Avago Technologies Fiber IP (Singapore) Pte. Ltd. be substituted for Argos Fiber IP (Singapore) Pte. Ltd. wherever the latter name appears in the Company’s Memorandum and Articles of Association.

Signed:

Jeswant Singh s/o Darshan Singh
Director

ACCOUNTING AND CORPORATE REGULATORY AUTHORITY
(ACRA)

Company No: 200512342D

CERTIFICATE CONFIRMING INCORPORATION OF COMPANY UNDER THE NEW NAME

This is to confirm that ARGOS FIBER IP (SINGAPORE) PTE. LTD. incorporated under the Companies Act on 05/09/2005 did by a special resolution resolve to change its name to AVAGO TECHNOLOGIES FIBER IP (SINGAPORE) PTE. LTD. and that the company is now known by its new name with effect from 29/09/2005.

GIVEN UNDER MY HAND AND SEAL ON 30/09/2005.

/s/ Shirlyn Lim
SHIRLYN LIM
ASSISTANT REGISTRAR
ACCOUNTING AND CORPORATE REGULATORY AUTHORITY (ACRA)
SINGAPORE

ACCOUNTING AND CORPORATE REGULATORY AUTHORITY
(ACRA)

Company No: 200512342D

     CERTIFICATE CONFIRMING INCORPORATION OF COMPANY

This is to confirm that ARGOS FIBER IP (SINGAPORE) PTE. LTD. is incorporated under the Companies Act (Cap 50), on and from 05/09/2005 and that the company is a PRIVATE COMPANY LIMITED BY SHARES.

GIVEN UNDER MY HAND AND SEAL ON 06/09/2005.

/s/ Shirlyn Lim
SHIRLYN LIM
ASSISTANT REGISTRAR
ACCOUNTING AND CORPORATE REGULATORY AUTHORITY (ACRA)
SINGAPORE

THE COMPANIES ACT, CAP. 50

PRIVATE COMPANY LIMITED BY SHARES

MEMORANDUM OF ASSOCIATION

of

ARGOS FIBER IP (SINGAPORE) PTE. LTD.

     1. The name of the Company is ARGOS FIBER IP (SINGAPORE) PTE. LTD.

     2. The Registered Office of the Company will be situate in the Republic of Singapore.

     3. The liability of the members is limited.

     4. The original capital of the Company is S$1,000,000.00 divided into 1,000,000 ordinary shares of S$1.00 each, and the Company shall have power to increase or reduce the capital to consolidate or subdivide the shares into shares of larger or smaller amounts, and to issue all or any part of the original or any additional capital as fully paid or partly paid shares and with any special or preferential rights or privileges or subject to any special terms or conditions, and either with or without any special designation, and also from time to time to alter, modify, commute, abrogate or deal with any such rights, privileges, terms, conditions or designations in accordance with the regulations for the time being of the Company.

1

I, the person whose name, address and occupation are subscribed, am desirous of being formed into a Company in pursuance of this Memorandum of Association and agree to take the number of shares in the capital of the Company set opposite my name:-

—
NAME AND ADDRESS	NUMBER OF SHARES TAKEN
OF SUBSCRIBER	BY SUBSCRIBER
—
-s- Lee Peek Sze Christine Lee Peek Sze Christine	One
8 Lakepoint Drive
#03-43
Singapore 648926
Advocate & Solicitor
—
TOTAL NUMBER OF SHARES TAKEN:	One
—
Dated this 2nd day of September 2005.
Witness to the above signature:

-s- Low Kah Keong
Low Kah Keong

Advocate & Solicitor

c/o WongPartnership

Advocates & Solicitors

80 Raffles Place

#58-01 UOB Plaza 1

Singapore 048624

2

THE COMPANIES ACT, CAP. 50

PRIVATE COMPANY LIMITED BY SHARES

ARTICLES OF ASSOCIATION

of

ARGOS FIBER IP (SINGAPORE) PTE. LTD.

PRELIMINARY

1. The regulations contained in Table “A” in the Fourth Schedule to the Companies Act, Cap. 50 shall not apply to the Company, but the following shall subject to repeal, addition and alteration as provided by the Act or these Articles be the regulations of the Company.	Table “A” not to apply
2. In these Articles, if not inconsistent with the subject or context, the words standing in the first column of the Table next hereinafter contained shall bear the meanings set opposite to them respectively in the second column thereof -	Interpretation

WORDS		MEANINGS
the “Act”	..	The Companies Act, Cap. 50 or any statutory modification, amendment or re-enactment thereof for the time being in force or any and every other act for the time being in force concerning companies and affecting the Company and any reference to any provision of the Act is to that provision as so modified, amended or re-enacted or contained in any such subsequent Companies Act.
these “Articles”	..	These Articles of Association or other regulations of the Company for the time being in force.
the “Company”	..	The abovenamed Company by whatever name from time to time called.
“Directors”	..	The Directors for the time being of the Company or such number of them as have authority to act for the Company.
“Director”	..	Includes any person acting as a Director of the Company and includes any person duly appointed and acting for the time being as an Alternate Director.
“Dividend”	..	Includes bonus.

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WORDS		MEANINGS
“electronic communication”	..	Communication transmitted (whether from one person to another, from one device to another, from a person to a device or from a device to a person):-
		(a) by means of a telecommunication system; or
		(b) by other means but while in an electronic form,
		such that it can (where particular conditions are met) be received in legible form or be made legible following receipt in non-legible form.
“Member”	..	A member of the Company.
“Month”	..	Calendar month.
“Office”	..	The Registered Office of the Company for the time being.
“Ordinary Resolution”	..	A resolution not being a Special Resolution which is, or which is to be, passed by a majority of Members as, being entitled to do so, vote in person or by proxy at a General Meeting.
“Paid Up”	..	Includes credited as paid up.
“Register”	..	The Register of Members.
“Seal”	..	The Common Seal of the Company or in appropriate cases the Official Seal or duplicate Common Seal.
“Secretary”	..	The Secretary or Secretaries appointed under these Articles and shall include any person entitled to perform the duties of Secretary temporarily.
“Singapore”	..	The Republic of Singapore.
“Special Resolution”	..	Has the meaning given in Section 184 of the Act.
“telecommunication system”	..	Has the meaning as in the Telecommunications Act (Chapter 323) or any statutory modification, amendment or re-enactment thereof for the time being in force.
“Writing” and “Written”	..	Includes printing, lithography, typewriting and any other mode of representing or reproducing words in a visible form, including electronic communication.
“Year”	..	Calendar Year.

     Words denoting the singular number only shall include the plural and vice versa.

2

     Words denoting the masculine gender only shall include the feminine gender.

     Words denoting persons shall include corporations.

     Save as aforesaid, any word or expression used in the Act and the Interpretation Act, Cap. 1 shall, if not inconsistent with the subject or context, bear the same meaning in these Articles.

     The headnotes and marginal notes are inserted for convenience only and shall not affect the construction of these Articles.

BUSINESS
3. Subject to the provisions of the Act, any branch or kind of business may be undertaken by the Directors at such time or times as they shall think fit, and further may be suffered by them to be in abeyance, whether such branch or kind of business may have been actually commenced or not, so long as the Directors may deem it expedient not to commence or proceed with such branch or kind of business.	Any branch or kind of business may be undertaken by Directors.
PRIVATE COMPANY

4. The Company is a private company, and accordingly:
	(a)	the number of the Members of the Company (not including persons who are in the employment of the Company or of its subsidiary and persons who having been formerly in the employment of the Company or of its subsidiary were while in the employment and have continued after the determination of that employment to be Members of the Company) shall be limited to fifty Provided that for the purposes of this provision where two (2) or more persons hold one or more shares in the Company jointly they shall be treated as a single Member; and	Limited number of members and restrictions on the transfer of shares.
	(b)	the right to transfer the shares of the Company shall be restricted in the manner hereinafter appearing.

SHARES
5. The authorised capital of the Company is S$1,000,000.00 divided into 1,000,000 ordinary shares of S$1.00 each.	Authorised Share Capital.
6. Except as is otherwise expressly permitted by the Act, the Company shall not give, whether directly or indirectly and whether by means of the making of a loan, the giving of a guarantee, the provision of security, the release of an obligation or the release of a debt or otherwise, any financial assistance for the purpose of, or in connection with, the acquisition or proposed acquisition of shares or units of shares in the Company or its holding company.	Prohibition of dealing in its own shares.
7. Save as provided by Section 161 of the Act, no shares may be issued by the Directors without the prior approval of the Company in General Meeting but subject thereto and to the provisions of these Articles, the Directors may allot or grant options	Issue of Shares.

3

over or otherwise dispose of the same to such persons on such terms and conditions and either at a premium or at par and (subject to the provisions of the Act) at a discount and at such time as the Company in General Meeting may approve.
8. The rights attached to shares issued upon special conditions shall be clearly defined in the Memorandum of Association or these Articles. Without prejudice to any special right previously conferred on the holders of any existing shares or class of shares but subject to the Act and these Articles, shares in the Company may be issued by the Directors and any such shares may be issued with such preferred, deferred, or other special rights or such restrictions, whether in regard to dividend, voting, return of capital or otherwise as the Directors determine.	Special Rights.
9. If at any time the share capital is divided into different classes, the rights attached to any class (unless otherwise provided by the terms of issue of the shares of that class) may subject to the provisions of the Act, whether or not the Company is being wound up, be varied or abrogated with the sanction of a Special Resolution passed at a separate General Meeting of the holders of shares of the class and to every such Special Resolution the provisions of Section 184 of the Act shall with such adaptations as are necessary apply. To every such separate General Meeting the provisions of these Articles relating to General Meetings shall mutatis mutandis apply; but so that the necessary quorum shall be two (2) persons (unless all the shares of the class are held by one person whereupon no quorum is applicable) at least holding or representing by proxy or by attorney one-third of the issued shares of the class and that any holder of shares of the class present in person or by proxy or by attorney may demand a poll Provided always that where the necessary majority for such a Special Resolution is not obtained at the Meeting, consent in writing if obtained from the holders of three-fourths of the issued shares of the class concerned, within two (2) months of the Meeting shall be as valid and effectual as a Special Resolution, carried at the Meeting.	Variation of rights.
10. The rights conferred upon the holders of the shares of any class issued with preferred or other rights shall, unless otherwise expressly provided by the terms of issue of the shares of that class or by these Articles as are in force at the time of such issue, be deemed to be varied by the creation or issue of further shares ranking equally therewith.	Creation or issue of further shares with special rights.
11. The Company may exercise the powers of paying commission conferred by the Act, provided that the rate per cent or the amount of the commission paid or agreed to be paid shall be disclosed in the manner required by the Act and the commission shall not exceed the rate of ten per cent of the price at which the shares in respect whereof the same is paid are issued or an amount equal to ten per cent of that price (as the case may be). Such commission may be satisfied by the payment of cash or the allotment of fully or partly paid shares or partly in one way and partly in the other. The Company may also on any issue of shares pay such brokerage as may be lawful.	Power to pay commission and brokerage.
12. If any shares of the Company are issued for the purpose of raising money to defray the expenses of the construction of any works or the provisions of any plant which cannot be made profitable for a long period, the Company may, subject to the conditions and restrictions mentioned in the Act pay interest on so much of the share capital as is for the time being paid up and may charge the same to capital as part of the cost of the construction or provision.	Power to charge interest on capital.
13. Except as required by law, no person shall be recognised by the Company as holding any share upon any trust and the Company shall not be bound by or compelled in any way to recognise (even when having notice thereof) any equitable, contingent, future or partial interest in any share or any interest in any fractional part of a share or (except only as by these Articles or by law otherwise provided) any other rights in respect of any share, except an absolute right to the entirety thereof in the registered holder.	Exclusion of equities.

4

14. If two (2) or more persons are registered as joint holders of any share any one of such persons may give effectual receipts for any dividend payable in respect of such share and the joint holders of a share shall, subject to the provisions of the Act, be severally as well as jointly liable for the payment of all instalments and calls and interest due in respect of such shares. Such joint holders shall be deemed to be one Member and the delivery of a certificate for a share to one of several joint holders shall be sufficient delivery to all such holders.	Joint holders.
15. No person shall be recognised by the Company as having title to a fractional part of a share or otherwise than as the sole or a joint holder of the entirety of such share.	Fractional part of a share.
16. If by the conditions of allotment of any shares the whole or any part of the amount of the issue price thereof shall be payable by instalments every such instalment shall, when due, be paid to the Company by the person who for the time being shall be the registered holder of the share or his personal representatives, but this provision shall not affect the liability of any allottee who may have agreed to pay the same.	Payment of instalments.
17. The certificate of title to shares in the capital of the Company shall be issued under the Seal in such form as the Directors shall from time to time prescribe and shall bear the autographic or facsimile signatures of at least one Director and the Secretary or some other person appointed by the Directors, and shall specify the number and class of shares to which it relates and the amounts paid thereon. The facsimile signatures may be reproduced by mechanical or other means provided the method or system of reproducing signatures has first been approved by the Auditors of the Company.	Share certificates.
18. Every person whose name is entered as a Member in the Register shall be entitled within two (2) months after allotment or within one month after the lodgment of any transfer to one certificate for all his shares of any one class or to several certificates in reasonable denominations each for a part of the shares so allotted or transferred. Where a Member transfers part only of the shares comprised in a certificate or where a Member requires the Company to cancel any certificate or certificates and issue new certificates for the purpose of subdividing his holding in a different manner the old certificate or certificates shall be cancelled and a new certificate or certificates for the balance of such shares issued in lieu thereof and the Member shall pay a fee not exceeding $2/- for each such new certificate as the Directors may determine.	Entitlement to certificates.
19. If any certificate or other document of title to shares or debentures be worn out or defaced, then upon production thereof to the Directors, they may order the same to be cancelled and may issue a new certificate in lieu thereof. For every certificate so issued there shall be paid to the Company the amount of the proper duty, if any, with which such certificate is chargeable under any law for the time being in force relating to stamps together with a further fee not exceeding $2/- as the Directors may determine. Subject to the provisions of the Act and the requirements of the Directors thereunder, if any certificate or document be lost or destroyed or stolen, then upon proof thereof to the satisfaction of the Directors and on such indemnity as the Directors deem adequate being given, and on the payment of the amount of the proper duty with which such certificate or document is chargeable under any law for the time being in force relating to stamps together with a further fee not exceeding $2/- as the Directors may determine, a new certificate or document in lieu thereof shall be given to the person entitled to such lost or destroyed or stolen certificate or document.	New certificates may be issued.
RESTRICTION ON TRANSFER OF SHARES

20. Subject to the restrictions of these Articles, any Member may transfer all or any Form of Transfer.

5

of his shares, but every transfer must be in writing and in the usual common form, or in any other form which the Directors may approve. The instrument of transfer of a share shall be signed both by the transferor and by the transferee, and by the witness or witnesses thereto and the transferor shall be deemed to remain the holder of the share until the name of the transferee is entered in the Register in respect thereof. Shares of different classes shall not be comprised in the same instrument of transfer.
21. All instruments of transfer which shall be registered shall be retained by the Company, but any instrument of transfer which the Directors may refuse to register shall (except in any case of fraud) be returned to the party presenting the same.	Retention of Transfers.
22. No share shall in any circumstances be transferred to any infant or bankrupt or person of unsound mind.	Infant, bankrupt or unsound mind.
23. The Directors may, in their absolute discretion, decline to register any transfer of shares on which the Company has a lien or to a person of whom they do not approve but shall in such event, within one month after the date on which the transfer was lodged with the Company, send to the transferor and transferee notice of the refusal. If the Directors refuse to register a transfer they shall within one month of the date of application for the transfer by notice in writing to the applicant state the facts which are considered to justify the refusal to register the transfer.	Directors’ power to decline to register.

24. The Directors may decline to register any instrument of transfer unless:			Instrument of transfer.
	(a)	such fee not exceeding $2/- or such other sum as the Directors may from time to time require under the provisions of these Articles, is paid to the Company in respect thereof; and
	(b)	the instrument of transfer is deposited at the Office or at such other place (if any) as the Directors may appoint accompanied by the certificates of the shares to which it relates and such other evidence as the Directors may reasonably require to show the right of the transferor to make the transfer and, if the instrument of transfer is executed by some other person on his behalf, the authority of the person so to do.

25. The Company shall provide a book to be called “Register of Transfers” which shall be kept under the control of the Directors, and in which shall be entered the particulars of every transfer of shares.	Register of Transfers.
26. The Register may be closed at such times and for such periods as the Directors may from time to time determine not exceeding in the whole thirty days in any year.	Closure of Register.
TRANSMISSION OF SHARES

27. In case of the death of a Member, the survivor or survivors, where the deceased was a joint holder, and the executors or administrators of the deceased, where he was a sole or only surviving holder, shall be the only persons recognised by the Company as having any title to his interest in the shares, but nothing herein shall release the estate of a deceased Member (whether sole or joint) from any liability in respect of any share held by him.

Transmission on death.

28. Any person becoming entitled to a share in consequence of the death or bankruptcy of any Member may, upon producing such evidence of title as the Directors shall require, be registered himself as holder of the share upon giving to the Company notice in writing of such his desire or transfer such share to some other person. If the person so becoming entitled shall elect to be registered himself, he shall deliver or send

Persons becoming entitled on death or bankruptcy of Member may be registered.

6

to the Company a notice in writing signed by him stating that he so elects. If he shall elect to have another person registered he shall testify his election by executing to that person a transfer of the share. All the limitations, restrictions and provisions of these Articles relating to the right to transfer and the registration of transfers shall be applicable to any such notice or transfer as aforesaid as if the death or bankruptcy of the Member had not occurred and the notice or transfer were a transfer executed by such Member.
29. Save as otherwise provided by or in accordance with these Articles a person becoming entitled to a share in consequence of the death or bankruptcy of a Member shall be entitled to the same dividends and other advantages to which he would be entitled if he were the registered holder of the share except that he shall not be entitled in respect thereof to exercise any right conferred by membership in relation to Meetings of the Company until he shall have been registered as a Member in respect of the share.	Rights of unregistered executors and trustees.
30. There shall be paid to the Company in respect of the registration of any probate, letters of administration, certificate of marriage or death, power of attorney or other document relating to or affecting the title to any shares, such fee not exceeding $2/- as the Directors may from time to time require or prescribe.	Fee for registration of probate etc.
CALLS ON SHARES

31. The Directors may from time to time make such calls as they think fit upon the Members in respect of any moneys unpaid on their shares (whether on account of the nominal value of the shares or by way of premium) and not by the terms of the issue thereof made payable at fixed times, and each Member shall (subject to receiving at least fourteen days’ notice specifying the time or times and place of payment) pay to the Company at the time or times and place so specified the amount called on his shares. A call may be revoked or postponed as the Directors may determine.	Calls on shares.
32. A call shall be deemed to have been made at the time when the resolution of the Directors authorising the call was passed and may be made payable by instalments.	Time when made.
33. If a sum called in respect of a share is not paid before or on the day appointed for payment thereof, the person from whom the sum is due shall pay interest on the sum due from the day appointed for payment thereof to the time of actual payment at such rate not exceeding ten per cent per annum as the Directors determine, but the Directors shall be at liberty to waive payment of such interest wholly or in part.	Interest on calls.
34. Any sum (whether on account of the nominal value of the share or by way of premium) which by the terms of issue of a share becomes payable upon allotment or at any fixed date, shall for all purposes of these Articles be deemed to be a call duly made and payable on the date, on which, by the terms of issue, the same becomes payable, and in case of non-payment all the relevant provisions of the Articles as to payment of interest and expenses, forfeiture or otherwise shall apply as if such sum had become payable by virtue of a call duly made and notified.	Sum due on allotment.
35. The Directors may on the issue of shares differentiate between the holders as to the amount of calls to be paid and the times of payments.	Power to differentiate.
36. The Directors may, if they think fit, receive from any Member willing to advance the same all or any part of the moneys (whether on account of the nominal value of the shares or by way of premium) uncalled and unpaid upon the shares held by him and such payments in advance of calls shall extinguish, so far as the same shall extend, the liability upon the shares in respect of which it is made, and upon the moneys so received	Payment in advance on calls.

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or so much thereof as from time to time exceeds the amount of the calls then made upon the shares concerned the Company may pay interest at such rate not exceeding ten per cent per annum as the Member paying such sum and the Directors agree upon.

FORFEITURE AND LIEN

37. If any Member fails to pay in full any call or instalment of a call on the day appointed for payment thereof, the Directors may at any time thereafter serve a notice on such Member requiring payment of so much of the call or instalment as is unpaid together with any interest and expenses which may have accrued.	Notice requiring payment of calls.
38. The notice shall name a further day (not being less than fourteen days from the date of service of the notice) on or before which and the place where the payment required by the notice is to be made, and shall state that in the event of non-payment in accordance therewith the shares on which the call was made will be liable to be forfeited.	Notice to state time and place.
39. If the requirements of any such notice as aforesaid are not complied with, any share in respect of which such notice has been given may at any time thereafter, before payment of all calls and interest and expenses due in respect thereof be forfeited by a resolution of the Directors to that effect. Such forfeiture shall include all dividends declared in respect of the forfeited share and not actually paid before the forfeiture. The Directors may accept a surrender of any share liable to be forfeited hereunder.	Forfeiture on non-compliance with notice.
40. A share so forfeited or surrendered shall become the property of the Company and may be sold, re-allotted or otherwise disposed of either to the person who was before such forfeiture or surrender the holder thereof or entitled thereto, or to any other person, upon such terms and in such manner as the Directors shall think fit, and at any time before a sale, re-allotment or disposition the forfeiture or surrender may be cancelled on such terms as the Directors think fit. To give effect to any such sale, the Directors may, if necessary, authorise some person to transfer a forfeited or surrendered share to any such person as aforesaid.	Sale of shares forfeited.
41. A Member whose shares have been forfeited or surrendered shall cease to be a Member in respect of the shares, but shall notwithstanding the forfeiture or surrender remain liable to pay to the Company all moneys which at the date of forfeiture or surrender were payable by him to the Company in respect of the shares with interest thereon at ten per cent per annum (or such lower rate as the Directors may approve) from the date of forfeiture or surrender until payment, but such liability shall cease if and when the Company receives payment in full of all such money in respect of the shares and the Directors may waive payment of such interest either wholly or in part.	Rights and liabilities of Members whose shares have been forfeited or surrendered.
42. The Company shall have a first and paramount lien and charge on every share (not being a fully paid share) registered in the name of each Member (whether solely or jointly with others) and on the dividends declared or payable in respect thereof for all calls and instalments due on any such share and interest and expenses thereon but such lien shall only be upon the specific shares in respect of which such calls or instalments are due and unpaid and on all dividends from time to time declared in respect of the shares. The Directors may resolve that any share shall for some specified period be exempt from the provisions of this Article.	Company’s lien.
43. The Company may sell in such manner as the Directors think fit any share on which the Company has a lien, but no sale shall be made unless some sum in respect of which the lien exists is presently payable nor until the expiration of fourteen days after notice in writing stating and demanding payment of the sum payable and giving notice of intention to sell in default, shall have been given to the registered holder for the time being of the share or the person entitled thereto by reason of his death or bankruptcy. To give effect to any such sale, the Directors may authorise some person to transfer the	Sale of shares subject to lien.

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shares sold to the purchaser thereof.
44. The proceeds of the sale shall be received by the Company and applied in payment of such part of the amount in respect of which the lien exists as is presently payable and the residue, if any, shall (subject to a like lien for sums not presently payable as existed upon the shares before the sale) be paid to the person entitled to the shares at the date of the sale.	Application of proceeds of such sales.
45. A statutory declaration in writing that the declarant is a Director of the Company and that a share has been duly forfeited or surrendered or sold to satisfy a lien of the Company on a date stated in the declaration shall be conclusive evidence of the facts stated therein as against all persons claiming to be entitled to the share, and such declaration and the receipt of the Company for the consideration (if any) given for the share on the sale, re-allotment or disposal thereof together with the certificate of proprietorship of the share under Seal delivered to a purchaser or allottee thereof shall (subject to the execution of a transfer if the same be required) constitute a good title to the share and the person to whom the share is sold, re-allotted or disposed of shall be registered as the holder of the share and shall not be bound to see to the application of the purchase money (if any) nor shall his title to the share be affected by any irregularity or invalidity in the proceedings in reference to the forfeiture, surrender, sale, re-allotment or disposal of the share.	Title to shares forfeited or surrendered or sold to satisfy a lien.
ALTERATION OF CAPITAL

46. The Company in General Meeting may from time to time by Ordinary Resolution, whether all the shares for the time being authorised shall have been issued or all the shares for the time being issued shall have been fully called up or not, increase its capital by the creation of new shares of such amount as may be deemed expedient.	Power to increase capital.
47. Subject to any special rights for the time being attached to any existing class of shares, the new shares shall be issued upon such terms and conditions and with such rights and privileges annexed thereto as the General Meeting resolving upon the creation thereof shall direct and if no direction be given as the Directors shall determine subject to the provisions of these Articles and in particular (but without prejudice to the generality of the foregoing) such shares may be issued with a preferential or qualified right to dividends and in the distribution of assets of the Company or otherwise.	Rights and privileges of new shares.
48. Unless otherwise determined by the Company in General Meeting any original shares for the time being unissued and any new shares from time to time to be created shall before issue be offered in the first instance and either at par or at a premium to all the then holders of any class of shares in proportion as nearly as may be to the amount of capital held by them. In offering such shares in the first instance to all the then holders of any class of shares the offer shall be made by notice specifying the number of shares offered and limiting the time within which the offer if not accepted will be deemed to be declined and after the expiration of that time or on the receipt of an intimation from the person to whom the offer is made that he declines to accept the shares offered, the Directors may dispose of those shares in such manner as they think most beneficial to the Company and the Directors may dispose of or not issue any such shares which by reason of the proportion borne by them to the number of holders entitled to any such offer or by reason of any other difficulty in apportioning the same cannot, in the opinion of the Directors, be conveniently offered under this Article.	Issue of new shares to Members.
49. Except so far as otherwise provided by the conditions of issue or by these Articles all new shares shall be subject to the provisions of these Articles with reference to allotments, payment of calls, lien, transfer, transmission, forfeiture and otherwise.	New shares otherwise subject to provisions of Articles.

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			Articles.
50. The Company may by Ordinary Resolution -			Power to consolidate, cancel and subdivide shares.
	(a)	consolidate and divide all or any of its share capital into shares of larger amount than its existing shares;
	(b)	cancel any shares which, at the date of the passing of the resolution, have not been taken or agreed to be taken by any person or which have been forfeited and diminish the amount of its share capital by the amount of the shares so cancelled;
	(c)	subdivide its shares or any of them into shares of a smaller amount than is fixed by the Memorandum of Association (subject nevertheless to the provisions of the Act) provided always that in such subdivision the proportion between the amount paid and the amount (if any) unpaid on each reduced share shall be the same as it was in the case of the share from which the reduced share is derived; and
	(d)	subject to the provisions of these Articles and the Act, convert any class of shares into any other class of shares.

51.    (a) The Company may by Special Resolution reduce its share capital, any capital redemption reserve fund or share premium account in any manner and with and subject to any incident authorised and consent required by law.

Power to reduce capital.

(b) Subject to and in accordance with the provisions of the Act, the Company may authorise the Directors in General Meeting to purchase or otherwise acquire ordinary shares issued by it on such terms as the Company may think fit and in the manner prescribed by the Act. All shares purchased by the Company shall be cancelled. The amount of the Company’s issued share capital which is diminished on cancellation of the shares purchased shall be transferred to the Company’s capital redemption reserve.

STOCK
52. The Company may by Ordinary Resolution convert any paid up shares into stock and may from time to time by like resolution reconvert any stock into paid up shares of any denomination.	Power to convert into stock.
53. The holders of stock may transfer the same or any part thereof in the same manner and subject to the same Articles as and subject to which the shares from which the stock arose might previously to conversion have been transferred or as near thereto as circumstances admit but no stock shall be transferable except in such units as the Directors may from time to time determine, provided that such units shall not be greater than the nominal amount of the shares from which the stock arose.	Transfer of stock.
54. The holders of stock shall, according to the amount of stock held by them, have the same rights, privileges and advantages as regards dividend, return of capital, voting and other matters, as if they held the shares from which the stock arose; but no such privilege or advantage (except as regards dividend and return of capital and the assets on winding up) shall be conferred by any such aliquot part of stock which would not if existing in shares have conferred that privilege or advantage; and no such conversion shall affect or prejudice any preference or other special privileges attached to the shares so converted.	Rights of shareholders.
55. All such of the provisions of these Articles as are applicable to paid up shares	Interpretation

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shall apply to stock and the words “share” and “shareholder” or similar expressions herein shall include “stock” or “stockholder”.

GENERAL MEETINGS

56.   (a) Subject to the provisions of the Act and Article 56A hereof, the Company shall in each year hold a general meeting as its Annual General Meeting in addition to any other meetings in that year and not more than fifteen months shall elapse between the date of one Annual General Meeting of the Company and that of the next. Provided that so long as the Company holds its First Annual General Meeting within eighteen months of its incorporation, it need not hold it in the year of its incorporation or in the following year.	Annual General Meeting.
(b) All General Meetings other than Annual General Meetings shall be called Extraordinary General Meetings.	Extraordinary General Meetings.
(c) The time and place of any General Meeting shall be determined by the Directors.	Time and place.
56A. (a) The Company shall dispense with the holding of Annual General Meetings in accordance with the provisions of the Act if a resolution to this effect is passed at a General Meeting by all Members as, being entitled to do so, vote in person or by proxy present at the General Meeting.	Dispensation of Annual General Meetings.
(b) Notwithstanding a resolution referred to in Article 56A(a) being passed to dispense with the holding of Annual General Meetings, any Member may by notice given to the Company in accordance with the requirements of the Act require an Annual General Meeting to be held for that year. The Company shall proceed to convene the Annual General Meeting in accordance with these Articles but shall not be required to convene Annual General Meetings for the subsequent years unless a notice by a Member to require the Company to do so has been received.
(c) Where a resolution referred to in Article 56A(a) has been passed to dispense with the holding of Annual General Meetings, any reference in the Act to a deed, act or thing which is required to be done in Annual General Meetings shall be regarded as being done if a resolution or resolutions of the Members has or have been passed by written means in accordance with these Articles to the effect that such deed, act or thing has been done, and any reference in the Act to the date or conclusion of an Annual General Meeting shall, unless an Annual General Meeting is held, be regarded as the date of expiry of the period within which the Annual General Meeting is required by law to be held.
57. The Directors may, whenever they think fit, convene an Extraordinary General Meeting and Extraordinary General Meetings shall also be convened on such requisition or, in default, may be convened by such requisitionists, as provided by Section 176 of the Act. If at any time there are not within Singapore sufficient Directors capable of acting to form a quorum at a meeting of Directors, any Director may convene an Extraordinary General Meeting in the same manner as nearly as possible as that in which meetings may be convened by the Directors.	Calling Extraordinary General Meetings.

NOTICE OF GENERAL MEETINGS
58. Subject to the provisions of the Act as to special notice, at least fourteen (14) days’ notice in writing (exclusive both of the day on which the notice is served or deemed to be served and of the day for which the notice is given) of every General Meeting shall	Notice of Meetings.

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be given in the manner hereinafter mentioned to such persons (including the Auditors) as are under the provisions herein contained entitled to receive notice from the Company. Provided that a General Meeting notwithstanding that it has been called by a shorter notice than that specified above shall be deemed to have been duly called if it is so agreed -
	(a)	in the case of an Annual General Meeting by all the Members entitled to attend and vote thereat; and
	(b)	in the case of an Extraordinary General Meeting by that number or majority in number of the Members having a right to attend and vote thereat as is required by the Act.

59.   (a) Every notice calling a General Meeting shall specify the place and the day and hour of the Meeting, and there shall appear with reasonable prominence in every such notice a statement that a Member entitled to attend and vote is entitled to appoint a proxy to attend and to vote instead of him and that a proxy need not be a Member of the Company.	Contents of notice.
(b) In the case of an Annual General Meeting, the notice shall also specify the Meeting as such.
(c) In the case of any General Meeting at which business other than routine business is to be transacted, the notice shall specify the general nature of the business; and if any resolution is to be proposed as a Special Resolution or as requiring special notice, the notice shall contain a statement to that effect.

60. Routine business shall mean and include only business transacted at an Annual General Meeting of the following classes, that is to say:			Routine Business.
	(a)	Declaring dividends;
	(b)	Reading, considering and adopting the balance sheet, the reports of the Directors and Auditors, and other accounts and documents required to be annexed to the balance sheet;
	(c)	Appointing Auditors and fixing the remuneration of Auditors or determining the manner in which such remuneration is to be fixed; and
	(d)	Fixing the remuneration of the Directors proposed to be paid under Article 87.

PROCEEDINGS AT GENERAL MEETINGS
61. Where there are two (2) or more Members of the Company, no business shall be transacted at any General Meeting unless two (2) Members are present to form a quorum. In the event of a corporation being beneficially entitled to the whole of the issued capital of the Company or there being only one Member of the Company, one person representing such corporation or the sole Member shall be a quorum and shall be deemed to constitute a Meeting and, if applicable, the provisions of Section 179 of the Act shall apply. For the purpose of this Article, “Member” includes a person attending by proxy or by attorney or as representing a corporation which is a Member.	Quorum.
62. If within half an hour from the time appointed for the Meeting a quorum is not present, the Meeting if convened on the requisition of Members shall be dissolved. In any other case it shall stand adjourned to the same day in the next week at the same time and place, or to such other day and at such other time and place as the Directors	Adjournment if quorum not present.

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may determine, and if at such adjourned Meeting a quorum is not present within fifteen minutes from the time appointed for holding the Meeting, the Meeting shall be dissolved. No notice of any such adjournment as aforesaid shall be required to be given to the Members.
63. The Chairman of the Board of Directors shall preside as Chairman at every General Meeting. If there be no such Chairman or if at any Meeting he be not present within fifteen minutes after the time appointed for holding the Meeting or be unwilling to act, the Members present shall choose some Director to be Chairman of the Meeting or, if no Director be present or if all the Directors present decline to take the Chair, one of their number present, to be Chairman.	Chairman.
64. The Chairman may, with the consent of any Meeting at which a quorum is present (and shall if so directed by the Meeting) adjourn the Meeting from time to time and from place to place, but no business shall be transacted at any adjourned Meeting except business which might lawfully have been transacted at the Meeting from which the adjournment took place. When a Meeting is adjourned for thirty days or more, notice of the adjourned Meeting shall be given as in the case of the original Meeting. Save as aforesaid, it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned Meeting.	Adjournment.
65. At any General Meeting a resolution put to the vote of the Meeting shall be decided on a show of hands unless a poll be (before or on the declaration of the result of the show of hands) demanded by at least one Member present in person or by proxy or by attorney or in the case of a corporation by a representative and entitled to vote thereat Provided always that no poll shall be demanded on the election of a Chairman or on a question of adjournment. Unless a poll be so demanded (and the demand be not withdrawn) a declaration by the Chairman that a resolution has been carried or carried unanimously or by a particular majority or lost and an entry to that effect in the minute book shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against the resolution. A demand for a poll may be withdrawn.	Method of voting.
66. If a poll be duly demanded (and the demand be not withdrawn) it shall be taken in such manner (including the use of ballot or voting papers or tickets) as the Chairman may direct and the result of a poll shall be deemed to be the resolution of the Meeting at which the poll was demanded. The Chairman may, and if so requested shall, appoint scrutineers and may adjourn the Meeting to some place and time fixed by him for the purpose of declaring the result of the poll.	Taking a poll.
67. If any votes be counted which ought not to have been counted or might have been rejected, the error shall not vitiate the result of the voting unless it be pointed out at the same Meeting or at any adjournment thereof and not in any case unless it shall in the opinion of the Chairman be of sufficient magnitude.	Votes counted in error.
68. In the case of equality of votes, whether on a show of hands or on a poll, the Chairman of the Meeting at which the show of hands takes place or at which the poll is demanded shall not be entitled to a casting vote.	Chairman’s casting vote.
69. A poll demanded on any question shall be taken either immediately or at such subsequent time (not being more than thirty days from the date of the Meeting) and place as the Chairman may direct. No notice need be given of a poll not taken immediately.	Time for taking a poll.
70. The demand for a poll shall not prevent the continuance of a Meeting for the transaction of any business, other than the question on which the poll has been demanded.

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VOTES OF MEMBERS
71. Subject to these Articles and to any special rights or restrictions as to voting attached to any class of shares hereinafter issued on a show of hands every Member who is present in person or by proxy or attorney or in the case of a corporation by a representative shall have one vote and on a poll every such Member shall have one vote for every share of which he is the holder.	Voting rights of Members.
72. Where there are joint registered holders of any share any one of such persons may vote and be reckoned in a quorum at any Meeting either personally or by proxy or by attorney or in the case of a corporation by a representative as if he were solely entitled thereto and if more than one of such joint holders be so present at any Meeting that one of such persons so present whose name stands first in the Register in respect of such share shall alone be entitled to vote in respect thereof. Several executors or administrators of a deceased Member in whose name any share stands shall for the purpose of this Article be deemed joint holders thereof.	Voting rights of joint holders.
73. A Member of unsound mind or whose person or estate is liable to be dealt with in any way under the law relating to mental disorders may vote whether on a show of hands or on a poll by his committee, curator bonis or such other person as properly has the management of his estate and any such committee, curator bonis or other person may vote by proxy or attorney, provided that such evidence as the Directors may require of the authority of the person claiming to vote shall have been deposited at the Office not less than forty eight hours before the time appointed for holding the Meeting.	Voting rights of Members of unsound mind.
74. Subject to the provisions of these Articles every Member shall be entitled to be present and to vote at any General Meeting either personally or by proxy or by attorney or in the case of a corporation by a representative and to be reckoned in a quorum in respect of shares fully paid and in respect of partly paid shares where calls are not due and unpaid.	Right to vote.
75. No objection shall be raised to the qualification of any voter except at the Meeting or adjourned Meeting at which the vote objected to is given or tendered and every vote not disallowed at such Meeting shall be valid for all purposes. Any such objection made in due time shall be referred to the Chairman of the Meeting whose decision shall be final and conclusive.	Objections.
76. On a poll votes may be given either personally or by proxy or by attorney or in the case of a corporation by its representative and a person entitled to more than one vote need not use all his votes or cast all the votes he uses in the same way.	Votes on a poll.

77. An instrument appointing a proxy shall be in writing and:			Appointment of proxies.
	(a)	in the case of an individual shall be signed by the appointor or by his attorney; and
	(b)	in the case of a corporation shall be either under the common seal or signed by its attorney or by an officer on behalf of the corporation.
	The Directors may, but shall not be bound to, require evidence of the authority of any such attorney or officer.
78. A proxy need not be a Member of the Company.			Proxy need not be a Member.

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79. An instrument appointing a proxy or the power of attorney or other authority, if any, must be left at the Office or such other place (if any) as is specified for the purpose in the notice convening the Meeting not less than forty eight hours before the time appointed for the holding of the Meeting or adjourned Meeting (or in the case of a poll before the time appointed for the taking of the poll) at which it is to be used and in default shall not be treated as valid unless the Directors otherwise determine.

Deposit of proxies.

80. An instrument appointing a proxy shall be in the following form with such variations if any as circumstances may require or in such other form as the Directors may accept and shall be deemed to include the right to demand or join in demanding a poll:

Form of proxies.

“ ARGOS FIBER IP (SINGAPORE) PTE. LTD.”

“I/We,

of

a Member/Members of the abovenamed Company hereby  appoint

of

or whom failing

of

to vote for me/us and on my/our behalf

at the (Annual, Extraordinary or Adjourned,

as the case may be) General Meeting of

the Company to be held on the   day

of                    and at every adjournment

thereof.”

“As Witness my hand this            day of          .”

An instrument appointing a proxy shall, unless the contrary is stated thereon, be valid as well for any adjournment of the Meeting as for the Meeting to which it relates and need not be witnessed.
81. A vote given in accordance with the terms of an instrument of proxy (which for the purposes of these Articles shall also include a power of attorney) shall be valid notwithstanding the previous death or insanity of the principal or revocation of the proxy, or of the authority under which the proxy was executed or the transfer of the share in respect of which the proxy is given, provided that no intimation in writing of such death, insanity, revocation or transfer shall have been received by the Company at the Office (or such other place as may be specified for the deposit of instruments appointing proxies) before the commencement of the Meeting or adjourned Meeting (or in the case of a poll before the time appointed for the taking of the poll) at which the proxy is used.	Intervening death or insanity of principal not to revoke proxy.
82. Any corporation which is a Member of the Company may by resolution of its directors or other governing body authorise such person as it thinks fit to act as its representative at any Meeting of the Company or of any class of Members of the Company and the person so authorised shall be entitled to exercise the same powers on behalf of the corporation as the corporation could exercise if it were an individual Member of the Company.	Corporations acting by representatives.
SHAREHOLDERS’ RESOLUTIONS BY WRITTEN MEANS

83. Save for a resolution referred to in Article 56A to dispense with the convening of Annual General Meetings or a resolution for which special notice is required under the Act, any resolution required to be passed by the Members of the Company in General Meeting may be passed by written means in accordance with the provisions of Sections Passing Shareholders’ Resolutions by Written Means

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184A to 184F of the Act and these Articles. Where a resolution is deemed to be duly passed by written means, the requirements as to the procedures in these Articles concerning the giving of notice of General Meetings, proceedings of such General Meetings and voting by Members at such General Meetings shall be deemed to be satisfied.

83A. A Special Resolution is passed by written means if the resolution indicates that it is a Special Resolution and it has been formally agreed on any date by one or more Members who on that date represent at least seventy-five per cent. (75%) of the total voting rights of all Members who on that date would have the right to vote on that resolution had a General Meeting been convened. An Ordinary Resolution is passed by written means if the resolution does not indicate that it is a Special Resolution and it has been formally agreed on any date by one or more Members who on that date represent a majority of the total voting rights of all Members who on that date would have the right to vote on that resolution at a General Meeting had a General Meeting been convened. For the avoidance of doubt, the requisite number of Members need not give their formal agreement to any Special Resolution or Ordinary Resolution on a single day.

83B. For the purpose of Article 83A, a resolution is formally agreed by a Member if:-

         (a) the Company receives from the Member (or his proxy) a document that (i) is given to the Company in legible form or a permitted alternative form; (ii) indicates the Member’s agreement (or agreement on his behalf) to the resolution; and (iii) includes the text of the resolution or otherwise makes clear that it is that resolution that is being agreed to; and

         (b) the Member (or his proxy) had a legible text of the resolution before giving that document.

          In this Article 83B and also for the purpose of Article 83D, something is “in legible form or a permitted alternative form” if, and only if, it is sent or otherwise supplied (aa) in a form (such as paper document) that is legible before being sent or otherwise supplied and does not change form during that process or (bb) through electronic communication.

83C. A resolution of the Company may only be passed by written means if agreement was first sought by the Directors in accordance with Article 83D or under the circumstances described in Section 184B(1)(a)(ii) of the Act. For the avoidance of doubt, other than the requirements stated in Articles 83 to 83G hereof, there is no other condition in the Memorandum of Association or these Articles relating to the passing of resolutions by written means that needs to be satisfied.

83D. In seeking the agreement of the Members to pass any resolution by written means, the Directors shall send to each Member who would have the right to vote on that resolution had a General Meeting been convened, a copy of the text of the resolution in legible form or a permitted alternative form. As far as practicable, the Directors shall send the text of the resolution as respects every Member at the same time and without delay, and the provisions of Section 184C of the Act shall apply.

83E. Any Member who represents at least five per cent. (5%) of the total voting rights of all Members would have the right to vote on that resolution had a General Meeting been convened, may within seven (7) days after receiving the text of the resolution sent pursuant to Article 83D or the documents referred to in Section 183(3A) of the Act, as the case may be, give notice to the Company requiring that a General Meeting be convened for the purpose of considering, and if thought fit, passing the resolution. Upon receipt of such a notice, the Directors shall proceed to convene a General Meeting in accordance with Articles 58 to 70 hereof.

83F. Where a resolution of the Members is passed by written means, the Company

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shall notify every Member that the resolution has been passed within fifteen (15) days from the date on which a Director or Company Secretary first becomes aware that the resolution has been passed. The Company shall cause a record of the resolution passed by written means and the indication of each Member’s agreement (or agreement on his behalf) to be entered in a book in the like manner for recording proceedings of General Meetings in the minute book. Any such record, if purporting to be signed by a Director or the Company Secretary shall be evidence of the proceedings in passing the resolution, and until the contrary is proved, the record shall also be evidence that the requirements of the Act with respect to the proceedings in passing the resolution have been complied with.
83G. Notwithstanding anything in these Articles, where there is only one Member of the Company, a resolution passed by written means may be passed by the Member recording the resolution and signing the record.
DIRECTORS
84. Subject to the other provisions of Section 145 of the Act, the Company shall have at least one Director being a natural person of full age and capacity who is ordinarily resident in Singapore and unless otherwise determined by a General Meeting, there shall be no maximum number of Directors holding office at any time.	Number of Directors.
85. The first Director of the Company is Jeswant Singh s/o Darshan Singh.	First Director.
86. A Director need not be a Member and shall not be required to hold any share qualification unless and until otherwise determined by the Company in General Meeting but shall be entitled to attend and speak at General Meetings. Where the Company only has one Member, the sole Member may also be the sole Director of the Company provided that the requirements in Article 84 are complied with.	Qualification.
87. Subject to Section 169 of the Act, the remuneration of the Directors shall be determined from time to time by the Company in General Meeting, and shall be divisible among the Directors in such proportions and manner as they may agree and in default of agreement equally, except that in the latter event any Director who shall hold office for part only of the period in respect of which such remuneration is payable shall be entitled only to rank in such division for the proportion of remuneration related to the period during which he has held office.	Remuneration of Directors.
88. The Directors shall be entitled to be repaid all travelling or such reasonable expenses as may be incurred in attending and returning from meetings of the Directors or of any committee of the Directors or General Meetings or otherwise howsoever in or about the business of the Company in the course of the performance of their duties as Directors.	Travelling expenses.
89. Any Director who is appointed to any executive office or serves on any committee or who otherwise performs or renders services, which in the opinion of the Directors are outside his ordinary duties as a Director, may, subject to Section 169 of the Act, be paid such extra remuneration as the Directors may determine.	Extra Remuneration.

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90.      (a) Other than the office of Auditor, a Director may hold any other office or place of profit under the Company and he or any firm of which he is a member may act in a professional capacity for the Company in conjunction with his office of Director for such period and on such terms (as to remuneration and otherwise) as the Directors may determine. Subject to the Act, no Director or intending Director shall be disqualified by his office from contracting or entering into any arrangement with the Company either as vendor, purchaser or otherwise nor shall such contract or arrangement or any contract or arrangement entered into by or on behalf of the Company in which any Director shall be in any way interested be avoided nor shall any Director so contracting or being so interested be liable to account to the Company for any profit realised by any such contract or arrangement by reason only of such Director holding that office or of the fiduciary relation thereby established.	Power of Directors to hold office of profit and to contract with Company.
(b) Every Director shall observe the provisions of Section 156 of the Act relating to the disclosure of the interests of the Directors in transactions or proposed transactions with the Company or of any office or property held by a Director which might create duties or interests in conflict with his duties or interests as a Director. Subject to such disclosure, a Director shall be entitled to vote in respect of any transaction or arrangement in which he is interested and he shall be taken into account in ascertaining whether a quorum is present.	Directors to observe Section 156 of the Act.
91.      (a) A Director may be or become a director of or hold any office or place of profit (other than as Auditor) or be otherwise interested in any company in which the Company may be interested as vendor, purchaser, shareholder or otherwise and unless otherwise agreed shall not be accountable for any fees, remuneration or other benefits received by him as a director or officer of or by virtue of his interest in such other company.	Holding of office in other companies.
(b) The Directors may exercise the voting power conferred by the shares in any company held or owned by the Company in such manner and in all respects as the Directors think fit in the interests of the Company (including the exercise thereof in favour of any resolution appointing the Directors or any of them to be directors of such company or voting or providing for the payment of remuneration to the directors of such company) and any such Director of the Company may vote in favour of the exercise of such voting powers in the manner aforesaid notwithstanding that he may be or be about to be appointed a director of such other company.	Directors may exercise voting power conferred by Company’s shares in another company.
APPOINTMENT AND REMOVAL OF DIRECTORS

92. The Directors shall have power at any time and from time to time to appoint any person to be a Director either to fill a casual vacancy or as an additional Director but so that the total number of Directors shall not at any time exceed the maximum number, if any, fixed by or in accordance with these Articles.	Directors’ power to fill casual vacancies and to appoint additional Director.
93. The Company may by Ordinary Resolution remove any Director before the expiration of his period of office, notwithstanding anything in these Articles or in any agreement between the Company and such Director.	Removal of Directors.
94. The Company may by Ordinary Resolution appoint another person in place of a Director removed from office under the immediately preceding Article.	Appointment in place of Director removed.

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MANAGING DIRECTORS
95. The Directors may from time to time appoint one or more of their body to be Managing Director or Managing Directors of the Company and may from time to time (subject to the provisions of any contract between him or them and the Company) remove or dismiss him or them from office and appoint another or others in his or their places.	Appointment of Managing Directors.
96. A Managing Director shall subject to the provisions of any contract between him and the Company be subject to the same provisions as to resignation and removal as the other Directors of the Company and if he ceases to hold the office of Director from any cause he shall ipso facto and immediately cease to be a Managing Director.	Resignation and removal of Managing Director.
97. Subject to Section 169 of the Act, the remuneration of a Managing Director shall from time to time be fixed by the Directors and may subject to these Articles be by way of salary or commission or participation in profits or by any or all of these modes.	Remuneration of Managing Director.
98. The Directors may from time to time entrust to and confer upon a Managing Director for the time being such of the powers exercisable under these Articles by the Directors as they may think fit and may confer such powers for such time and to be exercised on such terms and conditions and with such restrictions as they think expedient and they may confer such powers either collaterally with or to the exclusion of and in substitution for all or any of the powers of the Directors in that behalf and may from time to time revoke withdraw alter or vary all or any of such powers.	Powers of Managing Director.
VACATION OF OFFICE OF DIRECTOR

99. The office of a Director shall be vacated in any one of the following events, namely -			Vacation of office of Director.
	(a)	if he becomes prohibited from being a Director by reason of any order made under the Act;
	(b)	if he ceases to be a Director by virtue of any of the provisions of the Act or these Articles;
	(c)	subject to Section 145 of the Act, if he resigns by writing under his hand left at the Office;
	(d)	if he has a receiving order made against him or suspend payments or compound with his creditors generally;
	(e)	if he be found lunatic or become of unsound mind; or
	(f)	if he be absent from meetings of the Directors for a continuous period of six months without leave from the Directors and the Directors resolve that his office be vacated.

ALTERNATE DIRECTORS
100. (a) Any Director may at any time by writing under his hand and deposited at the Office or by telefax, telex or by cable sent to the Secretary appoint any person to be his Alternate Director and may in like manner at any time terminate such appointment. Any appointment or removal by telefax, telex or cable shall be confirmed as soon as	Appointment of Alternate Directors.

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possible by letter, but may be acted upon by the Company meanwhile.

           (b) A Director or any other person may act as an Alternate Director to represent more than one Director and such Alternate Director shall be entitled at Directors’ meetings to one vote for every Director whom he represents in addition to his own vote if he is a Director.

          (c) The appointment of an Alternate Director shall ipso facto determine on the happening of any event which if he were a Director would render his office as a Director to be vacated and his appointment shall also determine ipso facto if his appointor ceases for any reason to be a Director.

          (d) An Alternate Director shall be entitled to receive notices of meetings of the Directors and to attend and vote as a Director at any such meeting at which the Director appointing him is not personally present and generally, if his appointor is absent from Singapore or is otherwise unable to act as such Director, to perform all functions of his appointment as a Director (except the power to appoint an Alternate Director) and to sign any resolution in accordance with the provisions of Article 106.

          (e) An Alternate Director shall not be taken into account in reckoning the minimum or maximum number of Directors allowed for the time being under these Articles but he shall be counted for the purpose of reckoning whether a quorum is present at any meeting of the Directors attended by him at which he is entitled to vote Provided that he shall not constitute a quorum under Article 103 if he is the only person present at the meeting notwithstanding that he may be an Alternate to more than one Director.

          (f) An Alternate Director may be repaid by the Company such expenses as might properly be repaid to him if he were a Director and he shall be entitled to receive from the Company such proportion (if any) of the remuneration otherwise payable to his appointor as such appointor may by notice in writing to the Company from time to time direct, but save as aforesaid he shall not in respect of such appointment be entitled to receive any remuneration from the Company.

          (g) An Alternate Director shall not be required to hold any share qualification.

PROCEEDINGS OF DIRECTORS

101.   (a) The Directors may meet together for the despatch of business, adjourn or otherwise regulate their meetings as they think fit. Subject to the provisions of these Articles questions arising at any meeting shall be determined by a majority of votes and in case of an equality of votes the Chairman of the meeting shall not have a second or casting vote.

Meetings of Directors.

(b) Any Director may participate at a meeting of the Directors by telephone conference, video conference, audio visual or by means of a similar communication equipment whereby all persons participating in the meeting are able to hear each other in which event such Director shall be deemed to be present at the meeting. A Director participating in a meeting in the manner aforesaid may also be taken into account in ascertaining the presence of a quorum at the meeting. Minutes of the proceedings at a meeting by telephone conference, video conference, audio visual, or other similar communications equipment signed by the Chairman of the meeting shall be conclusive evidence of such proceedings and of the observance of all necessary formalities.

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102. A Director may and the Secretary on the requisition of a Director shall at any time summon a meeting of the Directors. At least fourteen (14) days notice in writing (exclusive of the day on which the notice is served or is deemed to be served) of every meeting of the Directors shall be given to every Director. Every such notice shall specify the place, the day and the hour of the meeting and the general nature of the business to be transacted Provided that any Director may waive the requirement for notice or accept shorter notice of any meeting of the Directors.	Convening meetings of Directors.
103. Except where the Company only has one Director, the quorum necessary for the transaction of the business of the Directors may be fixed by the Directors and unless so fixed at any other number shall be two (2) Provided that where no quorum is present at any duly convened meeting, the meeting shall be adjourned seven (7) days thereafter at the same time and place and such Directors as are present at such meeting shall be the quorum. A meeting of the Directors at which a quorum is present shall be competent to exercise all the powers and discretions for the time being exercisable by the Directors.	Quorum.
104. The continuing Directors may act notwithstanding any vacancies in their body but if and so long as the number of Directors is reduced below the minimum number fixed by or in accordance with these Articles the continuing Directors or Director may act for the purpose of filling up such vacancies or of summoning General Meetings of the Company but not for any other purpose. If there be no Directors or Director able or willing to act, then any Members, or if the Company only has a sole Member, then that sole Member, may summon a General Meeting for the purpose of appointing one or more Directors.	Proceedings in case of vacancies.
105. The Director shall elect a Chairman and may elect one or more Vice-Chairmen and the Directors may determine the period for which such officers shall respectively hold office. The Chairman (if any), or, in the absence of the Chairman, the Vice-Chairman (if any), or, in the event that there are more than one Vice-Chairman, the senior in appointment among them, shall preside at the meetings of the Directors. If such officers have not been appointed, or if no such officer is present within five minutes after the time appointed for a meeting, the Directors present shall choose one of their number to be Chairman at such meeting.	Chairman and Vice-Chairman.
106. A resolution in writing signed by the majority of Directors being not less than are sufficient to form a quorum shall be as effective as a resolution passed at a meeting of the Directors duly convened and held, and may consist of several documents in the like form each signed by one or more of the Directors Provided that, where a Director has appointed an Alternate Director but is not himself in Singapore the signature of such Alternate Director (if in Singapore), shall be required. The expressions “in writing” and “signed” include approval by any such Director by telefax, telex, cable, telegram, wireless or facsimile transmission or any form of electronic communication approved by the Directors for such purpose from time to time incorporating, if the Directors deem necessary, the use of security and/or identification procedures and devices approved by the Directors.	Resolutions in writing.
107. The Directors may delegate any of their powers to committees consisting of such member or members of their body as they think fit. Any committee so formed shall in the exercise of the powers so delegated conform to any regulations that may be imposed on them by the Directors.	Power to appoint committees.
108. The meetings and proceedings of any such committee consisting of two (2) or more members shall be governed by the provisions of these Articles regulating the meetings and proceedings of the Directors, so far as the same are applicable and are not superseded by any regulations made by the Directors under the last preceding Article.	Proceedings at committee meetings.

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109. All acts done by any meeting of Directors or of a committee of Directors or by any person acting as Director shall as regards all persons dealing in good faith with the Company, notwithstanding that there was some defect in the appointment of any such Director or person acting as aforesaid or that they or any of them were disqualified or had vacated office or were not entitled to vote be as valid as if every such person had been duly appointed and was qualified and had continued to be a Director and had been entitled to vote.	Validity of acts of Directors in spite of some formal defect.
109A. Notwithstanding anything in these Articles, where the Company only has a sole Director, all acts required to be done or business required to be transacted by a meeting of Directors or of a committee of Directors may be done or undertaken by the sole Director and a declaration made by the sole Director, and recorded and signed by the sole Director, shall be evidence that the same has been done or undertaken.	Declaration by a sole Director
GENERAL POWERS OF THE DIRECTORS

110. The business of the Company shall be managed by or under the direction of the Directors. The Directors may exercise all the powers of the Company except any powers that this Act or the Memorandum of Association and Articles of the Company require the Company to exercise in General Meeting. In particular and without prejudice to the generality of the foregoing the Directors may at their discretion exercise every borrowing power vested in the Company together with collateral power of hypothecating the assets of the Company including any uncalled or called but unpaid capital; provided that the Directors shall not carry into effect any proposals for disposing of the whole or substantially the whole of the Company’s undertaking or property unless those proposals have been approved by the Company in General Meeting.	General powers of Directors to manage Company’s business.
111. The Directors may from time to time by power of attorney appoint any company, firm or person or any fluctuating body of persons whether nominated directly or indirectly by the Directors to be the attorney or attorneys of the Company for such purposes and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the Directors under these Articles) and for such period and subject to such conditions as they may think fit, and any such power of attorney may contain such provisions for the protection and convenience of persons dealing with such attorney as the Directors may think fit and may also authorise any such attorney to subdelegate all or any of the powers, authorities and discretions vested in him.	Power to appoint attorneys.
112. All cheques, promissory notes, drafts, bills of exchange, and other negotiable or transferable instruments and all receipts for moneys paid to the Company shall be signed, drawn, accepted, endorsed or otherwise executed, as the case may be, in such manner as the Directors shall from time to time by resolution determine.	Signature of cheques and bills.
BORROWING POWERS

113. The Directors may borrow or raise money from time to time for the purpose of the Company or secure the payment of such sums as they think fit and may secure the repayment or payment of such sums by mortgage or charge upon all or any of the property or assets of the Company or by the issue of debentures (whether at par or at discount or premium) or otherwise as they may think fit.	Directors’ borrowing powers.
SECRETARY

114. The Secretary or Secretaries shall and a Deputy or Assistant Secretary or Secretaries may be appointed by the Directors for such term, at such remuneration and upon such conditions as they may think fit, and any Secretary, Deputy or Assistant Secretary.

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Secretary so appointed may be removed by them, but without prejudice to any claim he may have for damages for breach of any contract of service between him and the Company. The appointment and duties of the Secretary or Secretaries shall not conflict with the provisions of the Act and in particular Section 171 thereof.

SEAL

115. (a) The Directors shall provide for the safe custody of the Seal, which shall only be used by the authority of the Directors or a committee of Directors authorised by the Directors in that behalf, and every instrument to which the Seal shall be affixed shall (subject to the provisions of these Articles as to certificates for shares) be signed by a Director and shall be countersigned by the Secretary or by a second Director or by some other person appointed by the Directors in place of the Secretary for the purpose.	Seal.
(b) The Company may exercise the powers conferred by the Act with regard to having an Official Seal for use abroad, and such powers shall be vested in the Directors.	Official Seal.
(c) The Company may have a duplicate Common Seal as referred to in Section 124 of the Act which shall be a facsimile of the Common Seal with the addition on its face of the words “Share Seal”.	Share Seal.
AUTHENTICATION OF DOCUMENTS
116. Any Director or the Secretary or any person appointed by the Directors for the purpose shall have power to authenticate any documents affecting the constitution of the Company and any resolutions passed by the Company, including a resolution passed by written means, or resolutions passed by the Directors, and any books, records, documents and accounts relating to the business of the Company, and to certify copies thereof or extracts therefrom as true copies or extracts; and where any books, records, documents or accounts are elsewhere than at the Office, the local manager and other officer of the Company having the custody thereof shall be deemed to be a person appointed by the Directors as aforesaid.	Power to authenticate documents.
117. A document purporting to be a copy of a resolution of the Directors, an extract from the minutes of a meeting of Directors or a declaration signed by a sole Director in accordance with Article 109A hereof, which is certified as such in accordance with the provisions of the last preceding Article shall be conclusive evidence in favour of all persons dealing with the Company upon the faith thereof that such resolution has been duly passed or, as the case may be, that such extract is a true and accurate record of a duly constituted or deemed meeting of the Directors. Any authentication or certification made pursuant to this Article may be made by any electronic means approved by the Directors from time to time for such purpose incorporating, if the Directors deem necessary, the use of security procedures or devices approved by the Directors.	Certified copies of resolution of the Directors.
DIVIDENDS AND RESERVES
118. The Company may by Ordinary Resolution declare dividends but (without prejudice to the powers of the Company to pay interest on share capital as hereinbefore provided) no dividend shall be payable except out of the profits of the Company, or in excess of the amount recommended by the Directors.	Payment of dividends.
119. Subject to the rights of holders of shares with special rights as to dividend (if any), all dividends shall be declared and paid according to the amounts paid on the shares in respect whereof the dividend is paid, but (for the purposes of this Article only) no amount paid on a share in advance of calls shall be treated as paid on the share. All dividends shall be apportioned and paid pro rata according to the amount paid on the	Apportionment of dividends.

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shares during any portion or portions of the period in respect of which the dividend is paid, but if any share is issued on terms providing that it shall rank for dividend as from a particular date such share shall rank for dividend accordingly.
120. If and so far as in the opinion of the Directors the profits of the Company justify such payments, the Directors may pay the fixed preferential dividends on any class of shares carrying a fixed preferential dividend expressed to be payable on a fixed date on the half-yearly or other dates (if any) prescribed for the payment thereof by the terms of issue of the shares, and subject thereto may also from time to time pay to the holders of any other class of shares interim dividends thereon of such amounts and on such dates as they may think fit.	Payment of preference and interim dividends.
121. If the Company shall issue shares at a premium whether for cash or otherwise, the Directors shall transfer a sum equal to the aggregate amount or value of the premiums to an account to be called “Share Premium Account” and any amount for the time being standing to the credit of such account shall not be applied in the payment of dividend.	Share premium account.
122. No dividend or other moneys payable on or in respect of a share shall bear interest against the Company.	Dividends not to bear interest.
123. The Directors may deduct from any dividend or other moneys payable to any Member on or in respect of a share all sums of money (if any) presently payable by him to the Company on account of calls or in connection therewith.	Deduction of debts due to Company.
124. The Directors may retain any dividend or other moneys payable on or in respect of a share on which the Company has a lien and may apply the same in or towards satisfaction of the debts, liabilities or engagements in respect of which the lien exists.	Retention of dividends on shares subject to lien.
125. The Directors may retain the dividends payable on shares in respect of which any person is under the provisions as to the transmission of shares hereinbefore contained entitled to become a Member or which any person under those provisions is entitled to transfer until such person shall become a Member in respect of such shares or shall duly transfer the same.	Retention of dividends on shares pending transmission.
126. The payment by the Directors of any unclaimed dividends or other moneys payable on or in respect of a share into a separate account shall not constitute the Company a trustee in respect thereof. All dividends unclaimed after being declared may be invested or otherwise made use of by the Directors for the benefit of the Company and any dividend unclaimed after a period of six years from the date of declaration of such dividend may be forfeited and if so shall revert to the Company but the Directors may at any time thereafter at their absolute discretion annul any such forfeiture and pay the dividend so forfeited to the person entitled thereto prior to the forfeiture.	Unclaimed dividends.
127. The Company may, upon the recommendation of the Directors, by Ordinary Resolution direct payment of a dividend in whole or in part by the distribution of specific assets and in particular of paid up shares or debentures of any other company or in any one or more of such ways; and the Directors shall give effect to such resolution and where any difficulty arises in regard to such distribution, the Directors may settle the same as they think expedient and in particular may fix the value for distribution of such specific assets or any part thereof and may determine that cash payments shall be made to any Members upon the footing of the value so fixed in order to adjust the rights of all parties and may vest any such specific assets in trustees as may seem expedient to the Directors.	Payment of dividend in specie.
128. Any dividend or other moneys payable in cash on or in respect of a share may	Dividends payable

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be paid by cheque or warrant sent through the post to the registered address of the Member or person entitled thereto, or, if several persons are registered as joint holders of the share or are entitled thereto in consequence of the death or bankruptcy of the holder to any one of such persons or to such persons and such address as such persons may by writing direct. Every such cheque or warrant shall be made payable to the order of the person to whom it is sent or to such person as the holder or joint holders or person or persons entitled to the share in consequence of the death or bankruptcy of the holder may direct and payment of the cheque if purporting to be endorsed or the receipt of any such person shall be a good discharge to the Company. Every such cheque or warrant shall be sent at the risk of the person entitled to the money represented thereby.	by cheque.
129. A transfer of shares shall not pass the right to any dividend declared on such shares before the registration of the transfer.	Effect of transfer.
RESERVES
130. The Directors may from time to time set aside out of the profits of the Company and carry to reserve such sums as they think proper which, at the discretion of the Directors, shall be applicable for meeting contingencies or for the gradual liquidation of any debt or liability of the Company or for repairing or maintaining the works, plant and machinery of the Company or for special dividends or bonuses or for equalising dividends or for any other purpose to which the profits of the Company may properly be applied and pending such application may either be employed in the business of the Company or be invested. The Directors may divide the reserve into such special funds as they think fit and may consolidate into one fund any special funds or any parts of any special funds into which the reserve may have been divided. The Directors may also without placing the same to reserve carry forward any profits which they may think it not prudent to divide.	Power to carry profit to reserve.
CAPITALISATION OF PROFITS AND RESERVES
131. The Company may, upon the recommendation of the Directors, by Ordinary Resolution resolve that it is desirable to capitalise any sum for the time being standing to the credit of any of the Company’s reserve accounts (including share premium account and any capital redemption reserve funds) or any sum standing to the credit of the profit and loss account or otherwise available for distribution, provided that such sum be not required for paying the dividends on any shares carrying a fixed cumulative preferential dividend and accordingly that the Directors be authorised and directed to appropriate the sum resolved to be capitalised to the Members holding shares in the Company in the proportions in which such sum would have been divisible amongst them had the same been applied or been applicable in paying dividends and to apply such sum on their behalf either in or towards paying up the amounts (if any) for the time being unpaid on any shares held by such Members respectively, or in paying up in full unissued shares or debentures of the Company of a nominal amount equal to such sum, such shares or debentures to be allotted and distributed and credited as fully paid up to and amongst such Members in the proportion aforesaid or partly in one way and partly in the other: Provided that a share premium account and a capital redemption reserve fund may only be applied hereunder in the paying up of unissued shares to be issued to Members as fully paid shares.	Power to capitalise profits.
132. Whenever such a resolution as aforesaid shall have been passed, the Directors shall make all appropriations and applications of the sum resolved to be capitalised thereby and all allotments and issues of fully paid shares or debentures (if any) and generally shall do all acts and things required to give effect thereto with full power to the Directors to make such provision by payment in cash or otherwise as they think fit for the case of shares or debentures becoming distributable in fractions and also to authorise any person to enter on behalf of all the Members interested into an agreement with the	Implementation of resolution to capitalise profits.

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Company providing for the allotment to them respectively, credited as fully paid up, of any further shares to which they may be entitled upon such capitalisation or (as the case may require) for the payment up by the Company on their behalf, by the application thereto of their respective proportions of the sum resolved to be capitalised, of the amounts or any part of the amounts remaining unpaid on their existing shares and any agreement made under such authority shall be effective and binding on all such Members.
MINUTES AND BOOKS
133. The Directors shall cause minutes to be made in books to be provided for the purpose -	Minutes.
(a)    of all appointments of officers made by the Directors;
(b)    of the names of the Directors present at each meeting of Directors and of any committee of Directors;
(c)    of all resolutions and proceedings at all Meetings of the Company and of any class of Members, of the Directors and of committees of Directors;
(d)    of all declarations made by a sole Director which is recorded and signed by the sole Director; and
(e)    of all resolutions passed by written means with the indication of each Member’s agreement (or agreement on his behalf) to the resolutions.

134. The Directors shall duly comply with the provisions of the Act and in particular the provisions in regard to registration of charges created by or affecting property of the Company, in regard to keeping a Register of Directors, Managers, Secretaries and Auditors, the Register, a Register of Mortgages and Charges and a Register of Directors’ Share and Debenture Holdings and in regard to the production and furnishing of copies of such Registers and of any Register of Holders of Debentures of the Company.	Keeping of Registers, etc.
135. Any register, index, minute book, book of accounts or other book required by these Articles or by the Act to be kept by or on behalf of the Company may be kept either by making entries in bound books or by recording them in any other manner. In any case in which bound books are not used, the Directors shall take adequate precautions for guarding against falsification and for facilitating discovery.	Form of registers, etc.
ACCOUNTS
136. The Directors shall cause to be kept such accounting and other records as are necessary to comply with the provisions of the Act and shall cause those records to be kept in such manner as to enable them to be conveniently and properly audited.	Directors to keep proper accounts.
137. Subject to the provisions of Section 199 of the Act, the books of accounts shall be kept at the Office or at such other place or places as the Directors think fit within Singapore. No Member (other than a Director) shall have any right of inspecting any account or book or document or other recording of the Company except as is conferred by law or authorised by the Directors or by an Ordinary Resolution of the Company.	Location and inspection.
138. Subject to the provisions of the Act, the Directors shall cause to be prepared and to be laid before the Company in General Meeting such profit and loss accounts, balance sheets, group accounts (if any) and reports as may be necessary.	Presentation of accounts.

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139. Subject to the provisions of the Act, a copy of every balance sheet and profit and loss account which is to be laid before a General Meeting of the Company (including every document required by the Act to be annexed thereto) together with a copy of every report of the Auditors relating thereto and of the Directors’ report shall not less than fourteen days before the date of the Meeting be sent to every Member of, and every holder of debentures (if any) of, the Company and to every other person who is entitled to receive notices from the Company under the provisions of the Act or of these Articles: provided that this Article shall not require a copy of these documents to be sent to any person of whose address the Company is not aware or to more than one of the joint holders of a share in the Company or the several persons entitled thereto in consequence of the death or bankruptcy of the holder or otherwise but any Member to whom a copy of these documents has not been sent shall be entitled to receive a copy free of charge on application at the Office.	Copies of accounts.
AUDITORS
140. Subject to the provisions of the Act, Auditors shall be appointed and their duties regulated in accordance with the provisions of the Act. Every Auditor of the Company shall have a right of access at all times to the accounting and other records of the Company and shall make his report as required by the Act.	Appointment of Auditors.
141. Subject to the provisions of the Act, all acts done by any person acting as an Auditor shall, as regards all persons dealing in good faith with the Company, be valid, notwithstanding that there was some defect in his appointment or that he was at the time of his appointment not qualified for appointment.	Validity of acts of Auditors in spite of some formal defect.
142. The Auditors shall be entitled to attend any General Meeting and to receive all notices of and other communications relating to any General Meeting to which any Member is entitled and to be heard at any General Meeting on any part of the business of the Meeting which concerns them as Auditors.	Auditors’ right to receive notices of and attend at General Meetings.
NOTICES
143. (a) Any notice may be given by the Company to any Member in any of the following ways:	Service of notice.

(i)	by delivering the notice personally to him; or
(ii)	by sending it by prepaid mail to him at his registered address in Singapore or where such address is outside Singapore by prepaid air-mail; or
(iii)	by sending a cable or telex, or telefax containing the text of the notice to him at his registered address in Singapore or where such address is outside Singapore to such address or to any other address as might have been previously notified by the Member concerned to the Company; or
(iv)	by electronic communication containing the text of the notice to him at an electronic mailing address as previously notified by the Member concerned to the Company for the purpose of receiving electronic communication.

      (b) Any notice or other communication served under any of the provisions of these Articles on or by the Company or any officer of the Company may be tested or

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verified by telex or telefax or telephone or electronic means or such other manner as may be convenient in the circumstances but the Company and its officers are under no obligation so to test or verify any such notice or communication.
144. All notices and documents (including a share certificate) with respect to any shares to which persons are jointly entitled shall be given to whichever of such persons is named first on the Register and notice so given shall be sufficient notice to all the holders of such shares.	Service of notices in respect of joint holders.
145. Any Member with a registered address shall be entitled to have served upon him at such address any notice to which he is entitled under these Articles, except where the Member has an electronic mailing address notified to the Company for the purpose of receiving electronic communication whereupon any notice may be served by the Company to the Member concerned by electronic communication at the said electronic mailing address.	Members shall be served at registered address.
146. A person entitled to a share in consequence of the death or bankruptcy of a Member or otherwise upon supplying to the Company such evidence as the Directors may reasonably require to show his title to the share, and upon supplying also an address for the service of notice, shall be entitled to have served upon him at such address any notice or document to which the Member but for his death or bankruptcy or otherwise would be entitled and such service shall for all purposes be deemed a sufficient service of such notice or document on all persons interested (whether jointly with or as claiming through or under him) in the share. Save as aforesaid any notice or document delivered or sent by post to or left at the registered address of any Member in pursuance of these Articles shall (notwithstanding that such Member be then dead or bankrupt or otherwise not entitled to such share and whether or not the Company have notice of the same) be deemed to have been duly served in respect of any share registered in the name of such Member as sole or joint holder.	Service of notices after death etc. of a Member.
147. (a) Any notice given in conformity with Article 143 shall be deemed to have been given at any of the following times as may be appropriate:	When service effected.

(i)	when it is delivered personally to the Member, at the time when it is so delivered;
(ii)	when it is sent by prepaid mail to an address in Singapore or by prepaid airmail to an address outside Singapore, on the second day following that on which the notice was put into the post;
(iii)	when the notice is sent by cable or telex, or telefax, or electronic communication, on the day it is so sent.

     (b) In proving such service or sending, it shall be sufficient to prove that the letter containing the notice or document was properly addressed and put into the post office as a prepaid letter or airmail letter as the case may be or that a telex or telefax or electronic communication was properly addressed and transmitted or that a cable was properly addressed and handed to the relevant authority for despatch.

148. Any notice on behalf of the Company or of the Directors shall be deemed effectual if it purports to bear the signature of the Secretary or other duly authorised officer of the Company, whether such signature is printed or written.	Signature on notice.
149. When a given number of days’ notice or notice extending over any other period is required to be given the day of service shall, unless it is otherwise provided or required by these Articles or by the Act, be not counted in such number of days or period.	Day of service not counted.

28

150. (a) Notice of every General Meeting shall be given in the manner hereinbefore authorised
to - Notice of General Meeting.

(i)	every Member;
(ii)	every person entitled to a share in consequence of the death or bankruptcy or otherwise of a Member who but for the same would be entitled to receive notice of the Meeting; and
(iii)	the Auditor for the time being of the Company.

(b) No other person shall be entitled to receive notices of General Meetings.
151. The provisions of Articles 143, 147, 148 and 149 shall apply mutatis mutandis to notices of meetings of Directors or any committee of Directors.	Notice of meetings of Directors or any committee of Directors.
WINDING UP
152. If the Company is wound up (whether the liquidation is voluntary, under supervision, or by the Court) the Liquidator may, with the authority of a Special Resolution, divide among the Members in specie or kind the whole or any part of the assets of the Company and whether or not the assets shall consist of property of one kind or shall consist of properties of different kinds and may for such purpose set such value as he deems fair upon any one or more class or classes of property to be divided as aforesaid and may determine how such division shall be carried out as between the Members or different classes of Members. The Liquidator may, with the like authority, vest the whole or any part of the assets in trustees upon such trusts for the benefit of Members as the Liquidator with the like authority thinks fit and the liquidation of the Company may be closed and the Company dissolved but so that no Member shall be compelled to accept any shares or other securities in respect of which there is a liability.	Distribution of assets in specie.
INDEMNITY
153. Subject to the provisions of the Act, every Director, Auditor, Secretary or other officer of the Company shall be entitled to be indemnified by the Company against all costs, charges, losses, expenses and liabilities incurred by him in the execution and discharge of his duties or in relation thereto and in particular and without prejudice to the generality of the foregoing no Director, Manager, Secretary or other officer of the Company shall be liable for the acts, receipts, neglects or defaults of any other Director or officer or for joining in any receipt or other act for conformity or for any loss or expense happening to the Company through the insufficiency or deficiency of title to any property acquired by order of the Directors for or on behalf of the Company or for the insufficiency or deficiency of any security in or upon which any of the moneys of the Company shall be invested or for any loss or damage arising from the bankruptcy, insolvency or tortious act of any person with whom any moneys, securities or effects shall be deposited or left or for any other loss, damage or misfortune whatever which shall happen in the execution of the duties of his office or in relation thereto unless the same happen through his own negligence, wilful default, breach of duty or breach of trust.	Indemnity of Directors and officers.

29

     NAME, ADDRESS AND OCCUPATION OF SUBSCRIBER

-s- Lee Peek Sze Christine
Lee Peek Sze Christine

8 Lakepoint Drive
#03-43
Singapore 648926

Advocate & Solicitor

Dated this 2^nd day of September 2005.

Witness to the above signature:

-s- Low Kah Keong
Low Kah Keong
Advocate & Solicitor
c/o WongPartnership
Advocates & Solicitors
80 Raffles Place
#58-01 UOB Plaza 1
Singapore 048624

30

EX-3.9

Exhibit 3.9

No. of Company: 200512223N

THE COMPANIES ACT, CAP. 50

PRIVATE COMPANY LIMITED BY SHARES

MEMORANDUM

AND

ARTICLES OF ASSOCIATION

OF

AVAGO TECHNOLOGIES FINANCE PTE. LTD.

Incorporated on the 2^nd day of September 2005

Lodged in the Office of the Accounting & Corporate Regulatory Authority, Singapore

WONGPARTNERSHIP
Advocates & Solicitors × Commissioner for Oaths × Notary Public
Agents for Trade Marks
One George Street
#20-01
Singapore 049145
Telephone: 64168 000
Facsimile: 6532 5711
Email: wonglaw@singnet.com.sg
Website :www.wongpartnership.com.sg

NOTICE OF RESOLUTION

NAME OF COMPANY : AVAGO TECHNOLOGIES FINANCE PTE. LTD.

COMPANY NO. : 200512223N

ORDINARY RESOLUTION

1. INCREASE IN AUTHORISED SHARE CAPITAL

THAT the authorised share capital of the Company be increased from S$1,000,000.00 divided into 1,000,000 ordinary shares of S$1.00 each to S$350,000,000.00 and US$3000.00 divided into 350,000,000 ordinary shares of S$1.00 each and 300,000 redeemable convertible cumulative preference shares of US$0.01 each by the creation of 349,000,000 ordinary shares of S$1.00 each and the creation of 300,000 redeemable convertible cumulative preference shares of US$0.01 each.

SPECIAL RESOLUTIONS

2. AMENDMENT TO ARTICLES OF ASSOCIATION

THAT the Articles of Association of the Company be and are hereby amended by deleting the existing Article 5 in its entirety and substituting therefor the following new Article 5:

5. The authorised capital of the Company is S$350,000,000.00 and US$3000.00 divided into 350,000,000 ordinary shares of S$1.00 each and 300,000 redeemable convertible cumulative preference shares of US$0.01 each.

3. ADOPTION OF NEW ARTICLES OF ASSOCIATION OF THE COMPANY

THAT the adoption of the draft Articles of Association in the form attached in lieu of the existing Articles of be and is hereby approved.

I hereby certify that the above is a true extract of the original resolutions passed by the sole member of the Company on 19 November 2005.

Dated this 19 November 2005

Signature:	/s/ Adam Clammer
Name of Director:	Adam Clammer

ACCOUNTING AND CORPORATE REGULATORY AUTHORITY
(ACRA)

Company No: 200512223N

CERTIFICATE CONFIRMING INCORPORATION OF COMPANY UNDER THE NEW NAME

This is to confirm that ARGOS SUB HOLDING (SINGAPORE) PTE. LTD. incorporated under the Companies Act on 02/09/2005 did by a special resolution resolve to change its name to AVAGO TECHNOLOGIES FINANCE PTE. LTD. and that the company is now known by its new name with effect from 29/09/2005.

GIVEN UNDER MY HAND AND SEAL ON 03/10/2005.

-s- Chua Siew Yen
CHUA SIEW YEN
ASSISTANT REGISTRAR
ACCOUNTING AND CORPORATE REGULATORY AUTHORITY (ACRA)
SINGAPORE

THE COMPANIES ACT, CAP. 50

AVAGO TECHNOLOGIES FINANCE PTE. LTD.

RESOLUTION PASSED ON 28 SEPTEMBER 2005

At an Extraordinary General Meeting of the Company held on 28 September 2005, the following resolution was passed as special resolution:

SPECIAL RESOLUTION

CHANGE OF NAME

That, subject to the approval of the Registrar of Companies, the name of the Company be changed to Avago Technologies Finance Pte. Ltd. and that the name Avago Technologies Finance Pte. Ltd. be substituted for Argos Sub Holding (Singapore) Pte. Ltd. wherever the latter name appears in the Company’s Memorandum and Articles of Association.

Signed:

Jeswant Singh s/o Darshan Singh
Director

ACCOUNTING AND CORPORATE REGULATORY AUTHORITY
(ACRA)

Company No: 200512223N

CERTIFICATE CONFIRMING INCORPORATION OF COMPANY UNDER THE NEW NAME

This is to confirm that ARGOS SUB HOLDING (SINGAPORE) PTE. LTD. incorporated under the Companies Act on 02/09/2005 did by a special resolution resolve to change its name to AVAGO TECHNOLOGIES FINANCE PTE. LTD. and that the company is now known by its new name with effect from 29/09/2005.

GIVEN UNDER MY HAND AND SEAL ON 03/10/2005.

-s- Shirlyn Lim
SHIRLYN LIM
ASSISTANT REGISTRAR
ACCOUNTING AND CORPORATE REGULATORY AUTHORITY (ACRA)
SINGAPORE

THE COMPANIES ACT, CAP. 50

PRIVATE COMPANY LIMITED BY SHARES

MEMORANDUM OF ASSOCIATION

of

AVAGO TECHNOLOGIES FINANCE PTE. LTD.

     1. The name of the Company is AVAGO TECHNOLOGIES FINANCE PTE. LTD.

     2. The Registered Office of the Company will be situate in the Republic of Singapore.

     3. The liability of the members is limited.

     4. The original capital of the Company is S$1,000,000.00 divided into 1,000,000 ordinary shares of S$1.00 each, and the Company shall have power to increase or reduce the capital to consolidate or subdivide the shares into shares of larger or smaller amounts, and to issue all or any part of the original or any additional capital as fully paid or partly paid shares and with any special or preferential rights or privileges or subject to any special terms or conditions, and either with or without any special designation, and also from time to time to alter, modify, commute, abrogate or deal with any such rights, privileges, terms, conditions or designations in accordance with the regulations for the time being of the Company.

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I, the person whose name, address and occupation are subscribed, am desirous of being formed into a Company in pursuance of this Memorandum of Association and agree to take the number of shares in the capital of the Company set opposite my name:-

—
NAME AND ADDRESS	NUMBER OF SHARES TAKEN
OF SUBSCRIBER	BY SUBSCRIBER
—
/s/ Lee Peek Sze Christine		One
8 Lakepoint Drive
#03-43
Singapore 648926
Advocate & Solicitor
—
TOTAL NUMBER OF SHARES TAKEN:		One
—
Dated this 1st day of September 2005.
Witness to the above signature:

/s/ Low Kah Keong

Advocate & Solicitor

c/o WongPartnership

Advocates & Solicitors

80 Raffles Place

#58-01 UOB Plaza 1

Singapore 048624

2

THE COMPANIES ACT, CAP. 50

PRIVATE COMPANY LIMITED BY SHARES

ARTICLES OF ASSOCIATION

of

AVAGO TECHNOLOGIES FINANCE PTE. LTD.

PRELIMINARY

1. The regulations contained in Table “A” in the Fourth Schedule to the Companies Act, Cap. 50 shall not apply to the Company, but the following shall subject to repeal, addition and alteration as provided by the Act or these Articles be the regulations of the Company.	Table “A” not to apply
2. In these Articles, if not inconsistent with the subject or context, the words standing in the first column of the Table next hereinafter contained shall bear the meanings set opposite to them respectively in the second column thereof -	Interpretation

WORDS			MEANINGS
the “Act”	..		The Companies Act, Cap. 50 or any statutory modification, amendment or re-enactment thereof for the time being in force or any and every other act for the time being in force concerning companies and affecting the Company and any reference to any provision of the Act is to that provision as so modified, amended or re-enacted or contained in any such subsequent Companies Act.
these “Articles”		..	These Articles of Association or other regulations of the Company for the time being in force.
the “Company”		..	The abovenamed Company by whatever name from time to time called.
“Directors”		..	The Directors for the time being of the Company or such number of them as have authority to act for the Company.
“Director”		..	Includes any person acting as a Director of the Company and includes any person duly appointed and acting for the time being as an Alternate Director.
“Dividend”		..	Includes bonus.

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WORDS		MEANINGS
“electronic communication”	..	Communication transmitted (whether from one person to another, from one device to another, from a person to a device or from a device to a person):-
		(a) by means of a telecommunication system; or
		(b) by other means but while in an electronic form,
		such that it can (where particular conditions are met) be received in legible form or be made legible following receipt in non-legible form.
“Member”	..	A member of the Company.
“Month”	..	Calendar month.
“Office”	..	The Registered Office of the Company for the time being.
“Ordinary Resolution”	..	A resolution not being a Special Resolution which is, or which is to be, passed by a majority of Members as, being entitled to do so, vote in person or by proxy at a General Meeting.
“Paid Up”	..	Includes credited as paid up.
“Register”	..	The Register of Members.
“Seal”	..	The Common Seal of the Company or in appropriate cases the Official Seal or duplicate Common Seal.
“Secretary”	..	The Secretary or Secretaries appointed under these Articles and shall include any person entitled to perform the duties of Secretary temporarily.
“Singapore”	..	The Republic of Singapore.
“Special Resolution”	..	Has the meaning given in Section 184 of the Act.
“telecommunication system”	..	Has the meaning as in the Telecommunications Act (Chapter 323) or any statutory modification, amendment or re-enactment thereof for the time being in force.
“Writing” and “Written”	..	Includes printing, lithography, typewriting and any other mode of representing or reproducing words in a visible form, including electronic communication.
“Year”	..	Calendar Year.

2

     Words denoting the singular number only shall include the plural and vice versa.

     Words denoting the masculine gender only shall include the feminine gender.

     Words denoting persons shall include corporations.

     Save as aforesaid, any word or expression used in the Act and the Interpretation Act, Cap. 1 shall, if not inconsistent with the subject or context, bear the same meaning in these Articles.

     The headnotes and marginal notes are inserted for convenience only and shall not affect the construction
of these Articles.

BUSINESS
3.     Subject to the provisions of the Act, any branch or kind of business may be undertaken by the Directors at such time or times as they shall think fit, and further may be suffered by them to be in abeyance, whether such branch or kind of business may have been actually commenced or not, so long as the Directors may deem it expedient not to commence or proceed with such branch or kind of business.		Any branch or kind of business may be undertaken by Directors.
PRIVATE COMPANY
4.	The Company is a private company, and accordingly:
	(a)  the number of the Members of the Company (not including persons who are in the employment of the Company or of its subsidiary and persons who having been formerly in the employment of the Company or of its subsidiary were while in the employment and have continued after the determination of that employment to be Members of the Company) shall be limited to fifty Provided that for the purposes of this provision where two (2) or more persons hold one or more shares in the Company jointly they shall be treated as a single Member; and	Limited number of members and restrictions on the transfer of shares.
	(b)  the right to transfer the shares of the Company shall be restricted in the manner hereinafter appearing.
SHARES
5.     The authorised capital of the Company is S$350,000,000.00 and US$3000.00 divided into 350,000,000 ordinary shares of S$1.00 each and 300,000 redeemable convertible cumulative preference shares of US$0.01 each.		Authorised Share Capital.
6.     Except as is otherwise expressly permitted by the Act, the Company shall not give, whether directly or indirectly and whether by means of the making of a loan, the giving of a guarantee, the provision of security, the release of an obligation or the release of a debt or otherwise, any financial assistance for the purpose of, or in connection with, the acquisition or proposed acquisition of shares or units of shares in the Company or its holding company.		Prohibition of dealing in its own shares.
7.     Save as provided by Section 161 of the Act, no shares may be issued by the Directors without the prior approval of the Company in General Meeting but subject thereto and to the provisions of these Articles, the Directors may allot or grant options		Issue of Shares.

3

over or otherwise dispose of the same to such persons on such terms and conditions and either at a premium or at par and (subject to the provisions of the Act) at a discount and at such time as the Company in General Meeting may approve.
8. The rights attached to shares issued upon special conditions shall be clearly defined in the Memorandum of Association or these Articles. Without prejudice to any special right previously conferred on the holders of any existing shares or class of shares but subject to the Act and these Articles, shares in the Company may be issued by the Directors and any such shares may be issued with such preferred, deferred, or other special rights or such restrictions, whether in regard to dividend, voting, return of capital or otherwise as the Directors determine.		Special Rights.
REDEEMABLE CONVERTIBLE CUMULATIVE PREFERENCE SHARES		Redeemable Preference Shares
8A(1)	In Articles 8A(1) to 8A(6), the following expressions shall, unless the context otherwise requires, have the following meanings:
	“Auditors” means the auditors for the time being of the Company;
	“Business Day” means any day (other than a Saturday, Sunday or gazetted public holiday) on which commercial banks are open for business in Singapore and, if on that day, a transfer of funds is to be made in respect of the Preference Shares, the city of New York also;
	“Conversion Date” shall have the meaning ascribed to it in Article 8A(2) (f)(i);
	“Conversion Notice” means the written notice to the Company to be given by all the Preference Shareholders for the conversion of the Preference Shares and lodged at the registered office of the Company pursuant to these Articles;
	“Conversion Price” means, in relation to the conversion of each Preference Share, US$5.00 per Ordinary Share, subject to adjustment in certain circumstances in accordance with Article 8A(2)(f)(vii) or Article 8A(2)(g)(vii);
	“Currency Exchange Rate” means, where required by applicable law for purposes of establishing the portion of the purchase price allocable to share premium on the conversion of the Preference Shares, US$1.00 shall be deemed equal to a number of Singapore dollars determined by reference to the exchange rate as reported by Reuters on page WRLD and WRLE at 10:00 a.m. Eastern Time on the U.S. Business Day immediately preceding the Conversion Date or, if the exchange rate is not so reported, by reference to the noon buying rate on the U.S. business day immediately preceding the Conversion Date for cable transfers in foreign currencies as announced by the Federal Bank of New York for customs purposes or, if such noon buying rate is not publicly available, the exchange rate as determined by the Board of Directors in good faith;
	“Distributable Profits” means, in relation to a Dividend Payment Date or any other date on which payment is to be made to the Preference Shareholders pursuant to the liquidation of, or return of capital by, the Company, the amount (comprising current profits and/or accumulated

4

revenue reserves) to be the profit available to the Company for distribution as a dividend in compliance with Section 403 of the Act in respect of the period to which the then most recent annual audited profit and loss accounts relate;

“Dividend Payment Date” means such date(s) as may be fixed by the Directors for the payment of a Preference Dividend;

“Issue Amount” means, in relation to a Preference Share, the subscription price in United States Dollars paid for each Preference Share;

“Issue Date” means the date on which the Preference Shares are allotted and issued;

“Mandatory Conversion Date” shall have the meaning ascribed to it in Article 8A(2)(g);

“Optional Conversion Right” means the right of Preference Shareholders, subject to the provisions of Article 8A(2)(f), the Act and any other applicable law, to covert the Preference Shares held by them into Ordinary Shares;

“Ordinary Shares” means ordinary shares of S$1.00 each in the capital of the Company; provided, that if all Ordinary Shares are replaced by other securities (all of which are identical), the expression “Ordinary Shares” shall thereafter refer to such other securities;

“Preference Dividend” means a cumulative dividend at the rate of 3% per annum of the Issue Amount and payable on a Preference Share on a Dividend Payment Date (including the Redemption Date);

“Preference Shares” means the redeemable convertible cumulative preference shares of US$0.01 each in the capital of the Company carrying the rights, privileges and benefits set out in these Articles;

“Preference Shareholders” means the registered holders of the Preference Shares and “Preference Shareholder” means any of them;

“Premium” means the difference between the Issue Amount and the par value, which is US$0.01, of each Preference Share;

“Redemption Amount” means, in relation to a Preference Share, on any date of determination, an amount equivalent to the aggregate of (a) the Issue Amount of such Preference Share, and (b) accrued but unpaid Preference Dividends on such Preference Share as at the Redemption Date;

“Redemption Date” shall have the meaning ascribed to it in Article 8A(2)(c)(i);

“Redemption Notice” shall have the meaning ascribed to it in Article 8A(2)(c)(i);

“Relevant Shares” shall have the meaning ascribed to it in Article

5

	8A(2)(f)(iv); and
	“United States Dollar(s)” or “US$” means the lawful currency of the United States of America.
	All references to the masculine gender shall include references to the feminine and neuter genders and vice versa.
8A(2)	The Company may allot and issue the Preference Shares, at such issue price and on such terms and conditions as the Directors may determine, which shall carry the following rights, benefits and privileges and be subject to the following restrictions:

(a)	DIVIDEND
	The Preference Shareholders shall be entitled to be paid, in preference to any dividends to be paid to the holders of Ordinary Shares, out of the Distributable Profits a cumulative Preference Dividend. The Preference Dividend shall:

(i)	be payable in arrears on each Dividend Payment Date;
(ii)	accrue and be calculated on the basis of a 360-day year for the actual number of days elapsed during the period commencing on (and including) the Issue Date or the last Dividend Payment Date (as applicable) and ending on (but excluding) the relevant Dividend Payment Date;
(iii)	be paid out of the Distributable Profits and in priority to any dividend or distribution in favour of holders of any other classes of shares in the Company;
(iv)	be cumulative, so that if the Preference Dividend is not paid (or is not paid in full) on any Dividend Payment Date, it shall continue to accumulate from and including the relevant Dividend Payment Date;
(v)	cease to accrue on and with effect from the relevant Redemption Date, unless the Company fails to pay or fails to pay in full the Redemption Amount; and
(vi)	be paid either (aa) by cheque drawn on a bank in Singapore and despatched to the Preference Shareholders at their respective registered addresses for the time being, or (bb) if requested by the Preference Shareholder, by wire transfer of immediately available funds, to an account specified by the Preference Shareholder at least three (3) Business Days prior to the Dividend Payment Date.

(b)	CAPITAL
	On a return of capital by, or on liquidation of, the Company or

6

otherwise (but not on conversion or redemption of the Preference Shares or winding-up on dissolution pursuant to Article 8A(2)(k)), the assets of the Company available for distribution among the Members shall be applied as follows:

(i) firstly, in paying to each Preference Shareholder, an amount equal to the greater of:

(aa)	the aggregate of (1) all outstanding unpaid Preference Dividends on the Preference Shares held by him which have accrued or which may accrue up to the date of such payment; and (2) the Issue Amount for all Preference Shares held by him; and
(bb)	such amount which such Preference Shareholder would have otherwise received if all the issued Preference Shares had been converted into Ordinary Shares in accordance with these Articles; and

(ii) secondly, the balance of such assets and profits shall belong to and be distributed among the holders of any class of shares in the capital of the Company other than the Preference Shares and shares not entitled to participate in such assets, in accordance with respective rights attaching thereto.

(c) REDEMPTION

(i)

The Company may, at any time redeem any or all of the Preference Shares which are issued and outstanding and which have not been previously redeemed or converted, on a pro rata basis amongst all the Preference Shareholders based upon the number of Preference Shares held by each such Preference Shareholder, by giving to the Preference Shareholders notice (the “Redemption Notice”) of such redemption, which notice shall be irrevocable. Every Redemption Notice shall specify the date fixed for redemption which shall be a date (being a Business Day) falling not earlier than five (5) days from the date of the Redemption Notice (in respect of those Preference Shares to be redeemed, the “Redemption Date”). Upon the issue of a Redemption Notice to the Preference Shareholders, the Company shall redeem the relevant Preference Shares of the Preference Shareholders on the Redemption Date. The redemption of the Preference Shares under this Article 8A(2)(c) shall be at the Redemption Amount. Upon redemption, such Preference Shares shall be deemed to have been cancelled.

(ii)

On or before the Redemption Date of any Preference Shares, each Preference Shareholder whose Preference Shares are to be redeemed shall be bound to deliver to the Company the

7

	share certificates in respect of those Preference Shares to be redeemed which are held by him, in order that the same may be cancelled. On such date, those Preference Shares shall be redeemed and upon delivery of the relevant share certificates (or an appropriate form of indemnity) on such date or thereafter, the Company shall pay to each such Preference Shareholder (or in the case of joint holders, to the holder whose name stands first in the Register of Preference Shareholders) the amount due to them in respect of such redemption (such payment to be made (1) by United States Dollar cheque drawn on a bank in Singapore and despatched to each such Preference Shareholder at his registered addresses for the time being, or (2) if requested by the Preference Shareholder, by wire transfer of immediately available funds, in United States Dollars, to an account specified by the Preference Shareholder at least three (3) Business Days prior to the Redemption Date).
(iii)	Subject to Article 8A(2)(a)(v), the Preference Dividend in respect of the Preference Shares to be redeemed by the Company pursuant to this Article 8A(2)(c) shall cease to accrue on and with effect from the Redemption Date.
(iv)	Where to redeem any or all of the Preference Shares in accordance with this Article 8A(2)(c) and in compliance with the Act, the Company deems it necessary to issue new Ordinary Shares and use the proceeds thereof for the redemption of the Preference Shares, the Company may state in the Redemption Notice that the Company requires the Preference Shareholders to subscribe for such number of new Ordinary Shares and at such price, as shall be necessary for the redemption of the Preference Shares (“Request for Subscription”) and each Preference Shareholder shall accordingly subscribe for such number of Ordinary Shares and at such price as stated in the Redemption Notice.
	Following a Request for Subscription, each Preference Shareholder shall pay to the Company the amount stated in the Redemption Notice in relation to the Request for Subscription no later than the Redemption Date.

(d)

DEFAULT IN PAYMENT OR PARTIAL PAYMENT

If by reason of any provision of the Act, the Company is unable to make payment of any amount due in respect of the Preference Shares (whether in respect of the Preference Dividend, the Redemption Amount or otherwise) then the Company shall from time to time (subject to the maximum amount and extent permitted by law, and on the earliest date on which such payments may lawfully be made) make payments on account of the amount so owing on a pro rata basis until such amount has been paid in full, and such

8

	payments shall be made in payment of the Redemption Amount as of the date of any such payment (provided that payments in respect of any outstanding Premium payable on the redemption of the Preference Shares shall, to the extent permitted by law, first be provided for out of the share premium account).
(e)	VOTING

(i) The Preference Share shall not confer on the holder thereof the right to receive notice of, or to attend and vote at, a general meeting of the Company, unless:

(aa)	the Preference Dividend or any part thereof is in arrears and has remained unpaid for at least 12 months;
(bb)	the resolution in question varies the rights attached to the Preference Shares; or
(cc)	the resolution in question is for the winding-up the Company,

	in which event the Preference Shareholders shall have the right to receive notice of, and to attend and vote at, that general meeting.
(ii)	Where the Preference Shareholders are entitled to vote on any resolution, then, at the relevant general meeting or the relevant class meeting of the Preference Shareholders, on a show of hands every Preference Shareholder who is present in person or by proxy or attorney (or in the case of a corporation by a duly authorised representative) shall have one (1) vote and on a poll every Preference Shareholder who is present in person or by proxy or attorney (or in the case of a corporation by a duly authorised representative) shall have one (1) vote for each Ordinary Share into which each Preference Share held by such Preference Shareholder would be converted if the Conversion Date for such Preference Shares was the date 48 hours preceding the date of such general meeting or the class meeting of the Preference Shareholders, as the case may be.
	The provisions of these Articles relating to votes of Members shall (subject to and except to the extent inconsistent with this Article 8A) apply mutatis mutandis to votes of the Preference Shareholders at any general meeting or the class meeting of the Preference Shareholders, as the case may be.

(f)	OPTIONAL CONVERSION
	The Preference Shareholders shall be entitled to convert each

9

Preference Share into a number of Ordinary Shares equal to the Issue Amount divided by the Conversion Price (as adjusted by Article 8A(2)(f)(vii)) credited as fully paid at the relevant Conversion Price upon and subject to the following terms:

(i)	the Conversion Right shall be exercisable on any Business Day by the Preference Shareholders upon delivery to the Company of the Conversion Notice together with the share certificates in respect of the Preference Shares or such other documents or evidence (if any) as the Directors may reasonably require to prove the title and claim of the person exercising such right (or, if such certificates have been lost or destroyed, such evidence of title and such indemnity as the Directors may require). The Conversion Notice shall state the date of conversion which shall be at least five (5) days after the date of such notice (“Conversion Date”). A Conversion Notice once given may not be withdrawn without the consent in writing of the Company;
(ii)	upon conversion, such Preference Shares shall be converted into Ordinary Shares credited as fully paid and, from the Conversion Date, the rights attached to such Preference Shares are altered and such Preference Shares shall cease to have any preference or priority set out in this Article 8A and shall rank pari passu in all respects with the Ordinary Shares then in issue (save for any dividends, rights or other distributions the record date of which is before the relevant Conversion Date);
(iii)	the Preference Dividend payable on any Preference Shares so converted shall cease to accrue on and with effect from the Dividend Payment Date last preceding the relevant Conversion Date or the Issue Date if there has been no prior Dividend Payment Date;
(iv)	conversion of such Preference Shares as are due to be converted as aforesaid on any Conversion Date (the “Relevant Shares”) shall be effected in such manner as the Directors shall, subject to these Articles and as the Act or other applicable laws or regulations may allow, from time to time determine. Without prejudice to the generality of the foregoing but subject always to applicable law, any Preference Shares to be converted as aforesaid may be effected by redemption of such Preference Shares at the Issue Amount on the relevant Conversion Date out of (aa) the capital paid up on such Preference Shares (including share premium) or (bb) the profits of the Company which would otherwise be available for dividend (including contributed surplus) or (cc) the proceeds of a fresh issue of shares made for the purpose, or any combination of (aa), (bb) and/or (cc), with the proceeds of redemption thereof applied as payment in full for the subscription of the Ordinary Shares at the Conversion Price based on the Currency Exchange Rate;
(v)	fractions of Ordinary Shares shall not be issued on conversion and no cash adjustments or payment shall be made in respect

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	thereof;
(vi)	the Company shall, within five (5) Business Days of the relevant Conversion Date and in exchange for the certificates in respect of the Relevant Shares, deliver the share certificates in respect of the Ordinary Shares into which such Relevant Shares are converted, and any balancing certificate for any Preference Shares which remain unconverted to the holder of the Relevant Shares.
	Any certificate to be despatched by the Company pursuant to this Article 8A(2)(f)(vi) shall be sent by registered post at the risk of the holder of the Relevant Shares.
	All certificates relating to the Preference Shares which have been delivered for conversion shall upon issue of the Ordinary Shares be cancelled forthwith; and
(vii)	appropriate and similar adjustments shall be made to the Conversion Price and the Optional Conversion Right from time to time by the Directors in the event of any subdivision, consolidation, bonus issue or other distributions of Ordinary Shares or combination of shares or rights issue or other change in capital structure of the Company such that upon conversion of the Preference Shares following such subdivision, consolidation, bonus issue, distribution, combination, rights issue or other change, the holder of such Preference Share shall be entitled to receive a number of Ordinary Shares or other securities equal to that which a holder of the number of Ordinary Shares deliverable upon conversion of a Preference Share immediately prior to the effectiveness of such subdivision, consolidation, bonus issue, distribution, combination, rights issue or other change would have been entitled to receive as a result of such subdivision, consolidation, bonus issue, distribution, combination, rights issue or other change.

(g)

MANDATORY CONVERSION

All (and not some only) of the Preference Shares which are issued and outstanding as at 30 June 2006 and which have not been previously redeemed or converted shall, without notice to the Preference Shareholders by the Company, on 30 June 2006 (the “Mandatory Conversion Date”) be converted into Ordinary Shares. Each such Preference Share shall be converted into a number of Ordinary Shares equal to the Issue Amount divided by the Conversion Price (as adjusted by Article 8A(2)(g)(vii) credited as fully paid at the Conversion Price upon and subject to the following terms:

(i) the Preference Shareholders shall immediately prior to the Mandatory Conversion Date deliver to the Company the share certificates in respect of the Preference Shares (in order that the same may be cancelled upon conversion) or such other documents or evidence (if any) as the Directors may reasonably require to prove the title and claim of the person

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	exercising such right (or, if such certificates have been lost or destroyed, such evidence of title and such indemnity as the Directors may require). If such requirements are not fulfilled by the Mandatory Conversion Date, the Preference Shares the subject of the mandatory conversion shall be converted into the appropriate number of Ordinary Shares on the Mandatory Conversion Date but until such time as the relevant Preference Shareholder shall have delivered as aforesaid the share certificates and/or documents, all as referred to above, the Company shall have no obligation under this Article 8A(2)(g) in respect of the Ordinary Shares to be issued on conversion of the Preference Shares in respect of which such default has been made and such Ordinary Shares shall not confer upon the holder(s) thereof the right to receive notice of, or to attend or vote at any General Meeting which is held, or to receive any dividend the record date for which falls prior to such time;
(ii)	upon conversion, the Preference Shares shall be converted into Ordinary Shares credited as fully paid and, from the Mandatory Conversion Date, the rights attached to such Preference Shares are altered and such Preference Shares shall cease to have any preference or priority set out in this Article 8A and shall rank pari passu in all respects with the Ordinary Shares then in issue (save for any dividends, rights or other distributions the record date of which is before the Mandatory Conversion Date);
(iii)	the Preference Dividend payable on the Preference Shares so converted shall cease to accrue on and with effect from the Dividend Payment Date last preceding the Mandatory Conversion Date or the Issue Date if there has been no prior Dividend Payment Date;
(iv)	conversion of the Preference Shares on the Mandatory Conversion Date shall be effected in such manner as the Directors shall, subject to these Articles and as the Act or other applicable laws or regulations may allow, from time to time determine. Without prejudice to the generality of the foregoing but subject always to applicable law, any Preference Shares to be converted as aforesaid may be effected by redemption of such Preference Shares at the Issue Amount on the relevant Mandatory Conversion Date out of (aa) the capital paid up on such Preference Shares (including share premium) or (bb) the profits of the Company which would otherwise be available for dividend (including contributed surplus) or (cc) the proceeds of a fresh issue of shares made for the purpose, or any combination of (aa), (bb) and/or (cc), with the proceeds of redemption thereof applied as payment in full for the subscription of the Ordinary Shares at the Conversion Price based on the Currency Exchange Rate;
(v)	fractions of Ordinary Shares shall not be issued on conversion and no cash adjustments or payment shall be made in respect thereof;

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(vi)	subject to Article 8A(2)(g)(i), the Company shall, within five (5) Business Days of the Mandatory Conversion Date, deliver the share certificates in respect of the Ordinary Shares into which the relevant Preference Relevant Shares are converted.
	Any certificate to be despatched by the Company pursuant to this Article 8A(2)(g)(vi) shall be sent by registered post at the risk of the holder of the relevant Preference Shares.
	All certificates relating to the Preference Shares which have been delivered for conversion shall upon issue of the Ordinary Shares be cancelled forthwith; and
(vii)	appropriate and similar adjustments shall be made to the Conversion Price and the conversion right set forth in this Article 8A(2)(g) from time to time by the Directors in the event of any subdivision, consolidation, bonus issue or other distributions of Ordinary Shares or combination of shares or rights issue or other change in capital structure of the Company such that upon conversion of the Preference Shares following such subdivision, consolidation, bonus issue, distribution, combination, rights issue or other change, the holder of such Preference Share shall be entitled to receive a number of Ordinary Shares or other securities equal to that which a holder of the number of Ordinary Shares deliverable upon conversion of a Preference Share immediately prior to the effectiveness of such subdivision, consolidation, bonus issue, distribution, combination, rights issue or other change would have been entitled to receive as a result of such subdivision, consolidation, bonus issue, distribution, combination, rights issue or other change.

(h)	MEETINGS
	Subject to applicable laws, two (2) Preference Shareholders shall constitute the quorum at a meeting of the Preference Shareholders or in the event there being only one (1) Preference Shareholder, such Preference Shareholder or its duly authorised representative shall constitute the quorum at a meeting of the Preference Shareholders. The provisions of these Articles relating to general meetings of the Company, notice of and proceedings at general meetings and votes of members shall (subject to and except to the extent inconsistent with this Article 8A) apply mutatis mutandis to any separate class meeting of the Preference Shareholders.
(i)	FURTHER PREFERENCE SHARES
	Without prejudice to the generality of Article 8A(4) below, the issue by the Company of shares which rank in any respect pari passu with, or in priority to the Preference Shares, shall be deemed to constitute a variation of the rights attached to the Preference Shares.

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(j)	TRANSFERS, REGISTRATION AND REPLACEMENT
	The Preference Shares will be in registered form and the Company shall maintain a Register of Preference Shareholders. The provisions of these Articles relating to the registration, transfer, transmission, certificates and replacement thereof applicable to Ordinary Shares shall apply mutatis mutandis to the Preference Shares.
(k)	SUBSTITUTION SECURITIES
	In the event of a winding-up or dissolution of the Company pursuant to reconstruction, amalgamation, merger or consolidation, the resultant corporate entity responsible for the liabilities of the Company with respect of the Preference Shares shall issue such securities in substitution and replacement of the Preference Shares and on such terms as shall be approved by Preference Shareholders in accordance with Article 8A(4) unless the terms of such securities in substitution are no less favourable than the terms of the Preference Shares. As a condition to any such winding-up or dissolution, the Company shall procure that the resultant corporate entity shall (in favour of the Preference Shareholders) undertake to comply with the provisions of Articles 8A(1) to 8A(6) (both inclusive).
(l)	PAYMENTS
	All payments or distributions with respect to the Preference Shares held jointly by two (2) or more persons shall be paid or made to whichever of such persons is named first in the Register of Preference Shareholders and the making of any payment or distribution in accordance with this Article 8A(2)(l) shall discharge the liability of the Company in respect thereof.
(m)	PRESCRIPTION
	Any Preference Shareholder who has failed to claim dividends, distributions or other property or rights within six (6) years of their having been made available to him will not thereafter be able to claim such dividends, distributions or other property or rights which shall be forfeited and shall revert to the Company. The Company shall retain such distributions or other property or rights but shall not at any time be a trustee in respect of any dividends, distributions or other property or rights nor be accountable for any income or other benefits derived therefrom.

8A(3)	The Company shall comply with the provisions of the Act relating to the redemption of the Preference Shares and (where necessary) the creation or increase of a capital redemption reserve.
8A(4)	Any consent, approval or sanction of the Preference Shareholders required under this Article 8A and/or any variation, abrogation, devaluation, dilution or other limitation of the rights of the Preference Shareholders as set out in

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	Articles 8A(1) to 8A(6) (both inclusive) shall require the approval of Preference Shareholders owning all the Preference Shares in a separate class meeting of the Preference Shareholders.
8A(5)	Any notice or other document may be given by the Company to any Preference Shareholder either personally or by sending it through the post in a prepaid letter or by facsimile transmission or other tangible and legible form of electronic or similar form of communication addressed to such Preference Shareholder at his address as appearing in the Register of Preference Shareholders. All notices with respect to any Preference Shares to which persons are jointly entitled shall be given to whichever of such person is named first in the Register of Preference Shareholders, and notice so given shall be sufficient notice to all the holders of such Preference Shares. Any notice or other document, if sent by post, shall be deemed to have been served or delivered 5 days after the time when the letter containing the same is posted, and in proving such service it shall be sufficient to prove that the letter containing the notice or document was properly addressed and served by prepaid post. Any notice or other document, if served by facsimile transmission or other tangible and legible form of electronic or similar form of communication shall be deemed to have been served upon receipt thereof. Production of a copy of a notice sent by facsimile transmission or other tangible and legible form of electronic or similar form of communication bearing an acknowledgement of successful transmission in accordance with normal procedures under the system in use shall be sufficient proof of receipt thereof.
8A(6)	In the event of any conflict or inconsistency between the provisions of this Article 8A and the other provisions of these Articles, then (in favour of the Preference Shareholders) the provisions of this Article 8A shall prevail.
9. If at any time the share capital is divided into different classes, the rights attached to any class (unless otherwise provided by the terms of issue of the shares of that class) may subject to the provisions of the Act, whether or not the Company is being wound up, be varied or abrogated with the sanction of a Special Resolution passed at a separate General Meeting of the holders of shares of the class and to every such Special Resolution the provisions of Section 184 of the Act shall with such adaptations as are necessary apply. To every such separate General Meeting the provisions of these Articles relating to General Meetings shall mutatis mutandis apply; but so that the necessary quorum shall be two (2) persons (unless all the shares of the class are held by one person whereupon no quorum is applicable) at least holding or representing by proxy or by attorney one-third of the issued shares of the class and that any holder of shares of the class present in person or by proxy or by attorney may demand a poll Provided always that where the necessary majority for such a Special Resolution is not obtained at the Meeting, consent in writing if obtained from the holders of three-fourths of the issued shares of the class concerned, within two (2) months of the Meeting shall be as valid and effectual as a Special Resolution, carried at the Meeting.		Variation of rights.

10. The rights conferred upon the holders of the shares of any class issued with preferred or other rights shall, unless otherwise expressly provided by the terms of issue of the shares of that class or by these Articles as are in force at the time of such issue, be deemed to be varied by the creation or issue of further shares ranking equally therewith. Creation or issue of further shares with special rights.

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11. The Company may exercise the powers of paying commission conferred by the Act, provided that the rate per cent or the amount of the commission paid or agreed to be paid shall be disclosed in the manner required by the Act and the commission shall not exceed the rate of ten per cent of the price at which the shares in respect whereof the same is paid are issued or an amount equal to ten per cent of that price (as the case may be). Such commission may be satisfied by the payment of cash or the allotment of fully or partly paid shares or partly in one way and partly in the other. The Company may also on any issue of shares pay such brokerage as may be lawful.	Power to pay commission and brokerage.
12. If any shares of the Company are issued for the purpose of raising money to defray the expenses of the construction of any works or the provisions of any plant which cannot be made profitable for a long period, the Company may, subject to the conditions and restrictions mentioned in the Act pay interest on so much of the share capital as is for the time being paid up and may charge the same to capital as part of the cost of the construction or provision.	Power to charge interest on capital.
13. Except as required by law, no person shall be recognised by the Company as holding any share upon any trust and the Company shall not be bound by or compelled in any way to recognise (even when having notice thereof) any equitable, contingent, future or partial interest in any share or any interest in any fractional part of a share or (except only as by these Articles or by law otherwise provided) any other rights in respect of any share, except an absolute right to the entirety thereof in the registered holder.	Exclusion of equities.
14. If two (2) or more persons are registered as joint holders of any share any one of such persons may give effectual receipts for any dividend payable in respect of such share and the joint holders of a share shall, subject to the provisions of the Act, be severally as well as jointly liable for the payment of all instalments and calls and interest due in respect of such shares. Such joint holders shall be deemed to be one Member and the delivery of a certificate for a share to one of several joint holders shall be sufficient delivery to all such holders.	Joint holders.
15. No person shall be recognised by the Company as having title to a fractional part of a share or otherwise than as the sole or a joint holder of the entirety of such share.	Fractional part of a share.
16. If by the conditions of allotment of any shares the whole or any part of the amount of the issue price thereof shall be payable by instalments every such instalment shall, when due, be paid to the Company by the person who for the time being shall be the registered holder of the share or his personal representatives, but this provision shall not affect the liability of any allottee who may have agreed to pay the same.	Payment of instalments.
17. The certificate of title to shares in the capital of the Company shall be issued under the Seal in such form as the Directors shall from time to time prescribe and shall bear the autographic or facsimile signatures of at least one Director and the Secretary or some other person appointed by the Directors, and shall specify the number and class of shares to which it relates and the amounts paid thereon. The facsimile signatures may be reproduced by mechanical or other means provided the method or system of reproducing signatures has first been approved by the Auditors of the Company.	Share certificates.
18. Every person whose name is entered as a Member in the Register shall be entitled within two (2) months after allotment or within one month after the lodgment of any transfer to one certificate for all his shares of any one class or to several certificates in reasonable denominations each for a part of the shares so allotted or transferred. Where a Member transfers part only of the shares comprised in a certificate or where a	Entitlement to certificates.

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Member requires the Company to cancel any certificate or certificates and issue new certificates for the purpose of subdividing his holding in a different manner the old certificate or certificates shall be cancelled and a new certificate or certificates for the balance of such shares issued in lieu thereof and the Member shall pay a fee not exceeding $2/- for each such new certificate as the Directors may determine.
19. If any certificate or other document of title to shares or debentures be worn out or defaced, then upon production thereof to the Directors, they may order the same to be cancelled and may issue a new certificate in lieu thereof. For every certificate so issued there shall be paid to the Company the amount of the proper duty, if any, with which such certificate is chargeable under any law for the time being in force relating to stamps together with a further fee not exceeding $2/- as the Directors may determine. Subject to the provisions of the Act and the requirements of the Directors thereunder, if any certificate or document be lost or destroyed or stolen, then upon proof thereof to the satisfaction of the Directors and on such indemnity as the Directors deem adequate being given, and on the payment of the amount of the proper duty with which such certificate or document is chargeable under any law for the time being in force relating to stamps together with a further fee not exceeding $2/- as the Directors may determine, a new certificate or document in lieu thereof shall be given to the person entitled to such lost or destroyed or stolen certificate or document.	New certificates may be issued.
RESTRICTION ON TRANSFER OF SHARES
20. Subject to the restrictions of these Articles, any Member may transfer all or any of his shares, but every transfer must be in writing and in the usual common form, or in any other form which the Directors may approve. The instrument of transfer of a share shall be signed both by the transferor and by the transferee, and by the witness or witnesses thereto and the transferor shall be deemed to remain the holder of the share until the name of the transferee is entered in the Register in respect thereof. Shares of different classes shall not be comprised in the same instrument of transfer.	Form of Transfer.
21. All instruments of transfer which shall be registered shall be retained by the Company, but any instrument of transfer which the Directors may refuse to register shall (except in any case of fraud) be returned to the party presenting the same.	Retention of Transfers.
22. No share shall in any circumstances be transferred to any infant or bankrupt or person of unsound mind.	Infant, bankrupt or unsound mind.
23. The Directors may, in their absolute discretion, decline to register any transfer of shares on which the Company has a lien or to a person of whom they do not approve but shall in such event, within one month after the date on which the transfer was lodged with the Company, send to the transferor and transferee notice of the refusal. If the Directors refuse to register a transfer they shall within one month of the date of application for the transfer by notice in writing to the applicant state the facts which are considered to justify the refusal to register the transfer.	Directors’ power to decline to register.
24. The Directors may decline to register any instrument of transfer unless:	Instrument of transfer.

(a)	such fee not exceeding $2/- or such other sum as the Directors may from time to time require under the provisions of these Articles, is paid to the Company in respect thereof; and
(b)	the instrument of transfer is deposited at the Office or at such other place (if any) as the Directors may appoint accompanied by the certificates of the shares to which it relates and such other evidence as the Directors may reasonably require to show the right of the transferor

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to make the transfer and, if the instrument of transfer is executed by some other person on his behalf, the authority of the person so to do.

25. The Company shall provide a book to be called “Register of Transfers" which shall be kept under the control of the Directors, and in which shall be entered the particulars of every transfer of shares.	Register of Transfers.
26. The Register may be closed at such times and for such periods as the Directors may from time to time determine not exceeding in the whole thirty days in any year.	Closure of Register.
TRANSMISSION OF SHARES
27. In case of the death of a Member, the survivor or survivors, where the deceased was a joint holder, and the executors or administrators of the deceased, where he was a sole or only surviving holder, shall be the only persons recognised by the Company as having any title to his interest in the shares, but nothing herein shall release the estate of a deceased Member (whether sole or joint) from any liability in respect of any share held by him.	Transmission on death.
28. Any person becoming entitled to a share in consequence of the death or bankruptcy of any Member may, upon producing such evidence of title as the Directors shall require, be registered himself as holder of the share upon giving to the Company notice in writing of such desire or transfer such share to some other person. If the person so becoming entitled shall elect to be registered himself, he shall deliver or send to the Company a notice in writing signed by him stating that he so elects. If he shall elect to have another person registered he shall testify his election by executing to that person a transfer of the share. All the limitations, restrictions and provisions of these Articles relating to the right to transfer and the registration of transfers shall be applicable to any such notice or transfer as aforesaid as if the death or bankruptcy of the Member had not occurred and the notice or transfer were a transfer executed by such Member.	Persons becoming entitled on death or bankruptcy of Member may be registered.
29. Save as otherwise provided by or in accordance with these Articles a person becoming entitled to a share in consequence of the death or bankruptcy of a Member shall be entitled to the same dividends and other advantages to which he would be entitled if he were the registered holder of the share except that he shall not be entitled in respect thereof to exercise any right conferred by membership in relation to Meetings of the Company until he shall have been registered as a Member in respect of the share.	Rights of unregistered executors and trustees.
30. There shall be paid to the Company in respect of the registration of any probate, letters of administration, certificate of marriage or death, power of attorney or other document relating to or affecting the title to any shares, such fee not exceeding $2/- as the Directors may from time to time require or prescribe.	Fee for registration of probate etc.
CALLS ON SHARES
31. The Directors may from time to time make such calls as they think fit upon the Members in respect of any moneys unpaid on their shares (whether on account of the nominal value of the shares or by way of premium) and not by the terms of the issue thereof made payable at fixed times, and each Member shall (subject to receiving at least fourteen days’ notice specifying the time or times and place of payment) pay to the Company at the time or times and place so specified the amount called on his shares. A call may be revoked or postponed as the Directors may determine.	Calls on shares.

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32. A call shall be deemed to have been made at the time when the resolution of the Directors authorising the call was passed and may be made payable by instalments.	Time when made.
33. If a sum called in respect of a share is not paid before or on the day appointed for payment thereof, the person from whom the sum is due shall pay interest on the sum due from the day appointed for payment thereof to the time of actual payment at such rate not exceeding ten per cent per annum as the Directors determine, but the Directors shall be at liberty to waive payment of such interest wholly or in part. 34. Any sum (whether on account of the nominal value of the share or by way of premium) which by the terms of issue of a share becomes payable upon allotment or at any fixed date, shall for all purposes of these Articles be deemed to be a call duly made and payable on the date, on which, by the terms of issue, the same becomes payable, and in case of non-payment all the relevant provisions of the Articles as to payment of interest and expenses, forfeiture or otherwise shall apply as if such sum had become payable by virtue of a call duly made and notified.	Interest on calls. Sum due on allotment.
35. The Directors may on the issue of shares differentiate between the holders as to the amount of calls to be paid and the times of payments.	Power to differentiate.
36. The Directors may, if they think fit, receive from any Member willing to advance the same all or any part of the moneys (whether on account of the nominal value of the shares or by way of premium) uncalled and unpaid upon the shares held by him and such payments in advance of calls shall extinguish, so far as the same shall extend, the liability upon the shares in respect of which it is made, and upon the moneys so received or so much thereof as from time to time exceeds the amount of the calls then made upon the shares concerned the Company may pay interest at such rate not exceeding ten per cent per annum as the Member paying such sum and the Directors agree upon.	Payment in advance on calls.
FORFEITURE AND LIEN
37. If any Member fails to pay in full any call or instalment of a call on the day appointed for payment thereof, the Directors may at any time thereafter serve a notice on such Member requiring payment of so much of the call or instalment as is unpaid together with any interest and expenses which may have accrued.	Notice requiring payment of calls.
38. The notice shall name a further day (not being less than fourteen days from the date of service of the notice) on or before which and the place where the payment required by the notice is to be made, and shall state that in the event of non-payment in accordance therewith the shares on which the call was made will be liable to be forfeited.	Notice to state time and place.
39. If the requirements of any such notice as aforesaid are not complied with, any share in respect of which such notice has been given may at any time thereafter, before payment of all calls and interest and expenses due in respect thereof be forfeited by a resolution of the Directors to that effect. Such forfeiture shall include all dividends declared in respect of the forfeited share and not actually paid before the forfeiture. The Directors may accept a surrender of any share liable to be forfeited hereunder.	Forfeiture on non-compliance with notice.
40. A share so forfeited or surrendered shall become the property of the Company and may be sold, re-allotted or otherwise disposed of either to the person who was before such forfeiture or surrender the holder thereof or entitled thereto, or to any other	Sale of shares forfeited.

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person, upon such terms and in such manner as the Directors shall think fit, and at any time before a sale, re-allotment or disposition the forfeiture or surrender may be cancelled on such terms as the Directors think fit. To give effect to any such sale, the Directors may, if necessary, authorise some person to transfer a forfeited or surrendered share to any such person as aforesaid.
41. A Member whose shares have been forfeited or surrendered shall cease to be a Member in respect of the shares, but shall notwithstanding the forfeiture or surrender remain liable to pay to the Company all moneys which at the date of forfeiture or surrender were payable by him to the Company in respect of the shares with interest thereon at ten per cent per annum (or such lower rate as the Directors may approve) from the date of forfeiture or surrender until payment, but such liability shall cease if and when the Company receives payment in full of all such money in respect of the shares and the Directors may waive payment of such interest either wholly or in part.	Rights and liabilities of Members whose shares have been forfeited or surrendered.
42. The Company shall have a first and paramount lien and charge on every share (not being a fully paid share) registered in the name of each Member (whether solely or jointly with others) and on the dividends declared or payable in respect thereof for all calls and instalments due on any such share and interest and expenses thereon but such lien shall only be upon the specific shares in respect of which such calls or instalments are due and unpaid and on all dividends from time to time declared in respect of the shares. The Directors may resolve that any share shall for some specified period be exempt from the provisions of this Article.	Company’s lien.
43. The Company may sell in such manner as the Directors think fit any share on which the Company has a lien, but no sale shall be made unless some sum in respect of which the lien exists is presently payable nor until the expiration of fourteen days after notice in writing stating and demanding payment of the sum payable and giving notice of intention to sell in default, shall have been given to the registered holder for the time being of the share or the person entitled thereto by reason of his death or bankruptcy. To give effect to any such sale, the Directors may authorise some person to transfer the shares sold to the purchaser thereof.	Sale of shares subject to lien.
44. The proceeds of the sale shall be received by the Company and applied in payment of such part of the amount in respect of which the lien exists as is presently payable and the residue, if any, shall (subject to a like lien for sums not presently payable as existed upon the shares before the sale) be paid to the person entitled to the shares at the date of the sale.	Application of proceeds of such sales.
45. A statutory declaration in writing that the declarant is a Director of the Company and that a share has been duly forfeited or surrendered or sold to satisfy a lien of the Company on a date stated in the declaration shall be conclusive evidence of the facts stated therein as against all persons claiming to be entitled to the share, and such declaration and the receipt of the Company for the consideration (if any) given for the share on the sale, re-allotment or disposal thereof together with the certificate of proprietorship of the share under Seal delivered to a purchaser or allottee thereof shall (subject to the execution of a transfer if the same be required) constitute a good title to the share and the person to whom the share is sold, re-allotted or disposed of shall be registered as the holder of the share and shall not be bound to see to the application of the purchase money (if any) nor shall his title to the share be affected by any irregularity or invalidity in the proceedings in reference to the forfeiture, surrender, sale, re-allotment or disposal of the share.	Title to shares forfeited or surrendered or sold to satisfy a lien.

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ALTERATION OF CAPITAL
46. The Company in General Meeting may from time to time by Ordinary Resolution, whether all the shares for the time being authorised shall have been issued or all the shares for the time being issued shall have been fully called up or not, increase its capital by the creation of new shares of such amount as may be deemed expedient.			Power to increase capital.
47. Subject to any special rights for the time being attached to any existing class of shares, the new shares shall be issued upon such terms and conditions and with such rights and privileges annexed thereto as the General Meeting resolving upon the creation thereof shall direct and if no direction be given as the Directors shall determine subject to the provisions of these Articles and in particular (but without prejudice to the generality of the foregoing) such shares may be issued with a preferential or qualified right to dividends and in the distribution of assets of the Company or otherwise.			Rights and privileges of new shares.
48. Subject to the provisions of these Articles and of the Act and of any resolution of the Company in a General Meeting passed pursuant thereto, all unissued shares shall be at the disposal of the Directors and they may allot (with or without conferring a right of renunciation), grant options over or otherwise dispose of them to such persons, at such times and on such terms as they think proper.			Issue of new shares.
49. Except so far as otherwise provided by the conditions of issue or by these Articles all new shares shall be subject to the provisions of these Articles with reference to allotments, payment of calls, lien, transfer, transmission, forfeiture and otherwise.			New shares otherwise subject to provisions of Articles.
50. The Company may by Ordinary Resolution -			Power to
			consolidate, cancel
	(a)	consolidate and divide all or any of its share capital into shares of larger amount than its existing shares;	and subdivide shares.
	(b)	cancel any shares which, at the date of the passing of the resolution, have not been taken or agreed to be taken by any person or which have been forfeited and diminish the amount of its share capital by the amount of the shares so cancelled;
	(c)	subdivide its shares or any of them into shares of a smaller amount than is fixed by the Memorandum of Association (subject nevertheless to the provisions of the Act) provided always that in such subdivision the proportion between the amount paid and the amount (if any) unpaid on each reduced share shall be the same as it was in the case of the share from which the reduced share is derived; and
	(d)	subject to the provisions of these Articles and the Act, convert any class of shares into any other class of shares.
51.    (a) The Company may by Special Resolution reduce its share capital, any capital redemption reserve fund or share premium account in any manner and with and subject to any incident authorised and consent required by law.			Power to reduce capital.
(b) Subject to and in accordance with the provisions of the Act, the Company may authorise the Directors in General Meeting to purchase or otherwise acquire ordinary shares issued by it on such terms as the Company may think fit and in the manner prescribed by the Act. All shares purchased by the Company shall be cancelled. The amount of the Company’s issued share capital which is diminished on cancellation of the shares purchased shall be transferred to the Company’s capital redemption reserve.

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STOCK
52. The Company may by Ordinary Resolution convert any paid up shares into stock and may from time to time by like resolution reconvert any stock into paid up shares of any denomination.	Power to convert into stock.
53. The holders of stock may transfer the same or any part thereof in the same manner and subject to the same Articles as and subject to which the shares from which the stock arose might previously to conversion have been transferred or as near thereto as circumstances admit but no stock shall be transferable except in such units as the Directors may from time to time determine, provided that such units shall not be greater than the nominal amount of the shares from which the stock arose.	Transfer of stock.
54. The holders of stock shall, according to the amount of stock held by them, have the same rights, privileges and advantages as regards dividend, return of capital, voting and other matters, as if they held the shares from which the stock arose; but no such privilege or advantage (except as regards dividend and return of capital and the assets on winding up) shall be conferred by any such aliquot part of stock which would not if existing in shares have conferred that privilege or advantage; and no such conversion shall affect or prejudice any preference or other special privileges attached to the shares so converted.	Rights of shareholders.
55. All such of the provisions of these Articles as are applicable to paid up shares shall apply to stock and the words “share” and “shareholder” or similar expressions herein shall include “stock” or “stockholder”.	Interpretation
GENERAL MEETINGS
56.   (a) Subject to the provisions of the Act and Article 56A hereof, the Company shall in each year hold a general meeting as its Annual General Meeting in addition to any other meetings in that year and not more than fifteen months shall elapse between the date of one Annual General Meeting of the Company and that of the next. Provided that so long as the Company holds its First Annual General Meeting within eighteen months of its incorporation, it need not hold it in the year of its incorporation or in the following year.	Annual General Meeting.
(b) All General Meetings other than Annual General Meetings shall be called Extraordinary General Meetings.	Extraordinary General Meetings.
(c) The time and place of any General Meeting shall be determined by the Directors.	Time and place.
56A. (a) The Company shall dispense with the holding of Annual General Meetings in accordance with the provisions of the Act if a resolution to this effect is passed at a General Meeting by all Members as, being entitled to do so, vote in person or by proxy present at the General Meeting.	Dispensation of Annual General Meetings.
(b) Notwithstanding a resolution referred to in Article 56A(a) being passed to dispense with the holding of Annual General Meetings, any Member may by notice given to the Company in accordance with the requirements of the Act require an Annual General Meeting to be held for that year. The Company shall proceed to convene the Annual General Meeting in accordance with these Articles but shall not be required to convene Annual General Meetings for the subsequent years unless a notice by a Member to require the Company to do so has been received.

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(c) Where a resolution referred to in Article 56A(a) has been passed to dispense with the holding of Annual General Meetings, any reference in the Act to a deed, act or thing which is required to be done in Annual General Meetings shall be regarded as being done if a resolution or resolutions of the Members has or have been passed by written means in accordance with these Articles to the effect that such deed, act or thing has been done, and any reference in the Act to the date or conclusion of an Annual General Meeting shall, unless an Annual General Meeting is held, be regarded as the date of expiry of the period within which the Annual General Meeting is required by law to be held.

57. The Directors may, whenever they think fit, convene an Extraordinary General Meeting and Extraordinary General Meetings shall also be convened on such requisition or, in default, may be convened by such requisitionists, as provided by Section 176 of the Act. If at any time there are not within Singapore sufficient Directors capable of acting to form a quorum at a meeting of Directors, any Director may convene an Extraordinary General Meeting in the same manner as nearly as possible as that in which meetings may be convened by the Directors.

Calling Extraordinary General Meetings.

NOTICE OF GENERAL MEETINGS
58. Subject to the provisions of the Act as to special notice, at least fourteen (14) days’ notice in writing (exclusive both of the day on which the notice is served or deemed to be served and of the day for which the notice is given) of every General Meeting shall be given in the manner hereinafter mentioned to such persons (including the Auditors) as are under the provisions herein contained entitled to receive notice from the Company. Provided that a General Meeting notwithstanding that it has been called by a shorter notice than that specified above shall be deemed to have been duly called if it is so agreed -			Notice of Meetings.
	(a)	in the case of an Annual General Meeting by all the Members entitled to attend and vote thereat; and
	(b)	in the case of an Extraordinary General Meeting by that number or majority in number of the Members having a right to attend and vote thereat as is required by the Act.
59.   (a) Every notice calling a General Meeting shall specify the place and the day and hour of the Meeting, and there shall appear with reasonable prominence in every such notice a statement that a Member entitled to attend and vote is entitled to appoint a proxy to attend and to vote instead of him and that a proxy need not be a Member of the Company.			Contents of notice.
(b) In the case of an Annual General Meeting, the notice shall also specify the Meeting as such.
(c) In the case of any General Meeting at which business other than routine business is to be transacted, the notice shall specify the general nature of the business; and if any resolution is to be proposed as a Special Resolution or as requiring special notice, the notice shall contain a statement to that effect.

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60. Routine business shall mean and include only business transacted at an Annual General Meeting of the following classes, that is to say:			Routine Business.
	(a)	Declaring dividends;
	(b)	Reading, considering and adopting the balance sheet, the reports of the Directors and Auditors, and other accounts and documents required to be annexed to the balance sheet;
	(c)	Appointing Auditors and fixing the remuneration of Auditors or determining the manner in which such remuneration is to be fixed; and
	(d)	Fixing the remuneration of the Directors proposed to be paid under Article 87.

PROCEEDINGS AT GENERAL MEETINGS
61. Where there are two (2) or more Members of the Company, no business shall be transacted at any General Meeting unless two (2) Members are present to form a quorum. In the event of a corporation being beneficially entitled to the whole of the issued capital of the Company or there being only one Member of the Company, one person representing such corporation or the sole Member shall be a quorum and shall be deemed to constitute a Meeting and, if applicable, the provisions of Section 179 of the Act shall apply. For the purpose of this Article, “Member” includes a person attending by proxy or by attorney or as representing a corporation which is a Member.	Quorum.
62. If within half an hour from the time appointed for the Meeting a quorum is not present, the Meeting if convened on the requisition of Members shall be dissolved. In any other case it shall stand adjourned to the same day in the next week at the same time and place, or to such other day and at such other time and place as the Directors may determine, and if at such adjourned Meeting a quorum is not present within fifteen minutes from the time appointed for holding the Meeting, the Meeting shall be dissolved. No notice of any such adjournment as aforesaid shall be required to be given to the Members.	Adjournment if quorum not present.
63. The Members present shall choose some Director to be Chairman of the Meeting or, if no Director be present or if all the Directors present decline to take the Chair, one of their number present, to be Chairman.	Chairman.
64. The Chairman may, with the consent of any Meeting at which a quorum is present (and shall if so directed by the Meeting) adjourn the Meeting from time to time and from place to place, but no business shall be transacted at any adjourned Meeting except business which might lawfully have been transacted at the Meeting from which the adjournment took place. When a Meeting is adjourned for thirty days or more, notice of the adjourned Meeting shall be given as in the case of the original Meeting. Save as aforesaid, it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned Meeting.	Adjournment.
65. At any General Meeting a resolution put to the vote of the Meeting shall be decided on a show of hands unless a poll be (before or on the declaration of the result of the show of hands) demanded by at least one Member present in person or by proxy or by attorney or in the case of a corporation by a representative and entitled to vote thereat Provided always that no poll shall be demanded on the election of a Chairman or on a question of adjournment. Unless a poll be so demanded (and the demand be not withdrawn) a declaration by the Chairman that a resolution has been carried or carried unanimously or by a particular majority or lost and an entry to that effect in the	Method of voting.

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minute book shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against the resolution. A demand for a poll may be withdrawn.
66. If a poll be duly demanded (and the demand be not withdrawn) it shall be taken in such manner (including the use of ballot or voting papers or tickets) as the Chairman may direct and the result of a poll shall be deemed to be the resolution of the Meeting at which the poll was demanded. The Chairman may, and if so requested shall, appoint scrutineers and may adjourn the Meeting to some place and time fixed by him for the purpose of declaring the result of the poll.	Taking a poll.
67. If any votes be counted which ought not to have been counted or might have been rejected, the error shall not vitiate the result of the voting unless it be pointed out at the same Meeting or at any adjournment thereof and not in any case unless it shall in the opinion of the Chairman be of sufficient magnitude.	Votes counted in error.
68. In the case of equality of votes, whether on a show of hands or on a poll, the Chairman of the Meeting at which the show of hands takes place or at which the poll is demanded shall not be entitled to a casting vote.	Chairman’s casting vote.
69. A poll demanded on any question shall be taken either immediately or at such subsequent time (not being more than thirty days from the date of the Meeting) and place as the Chairman may direct. No notice need be given of a poll not taken immediately.	Time for taking a poll.
70. The demand for a poll shall not prevent the continuance of a Meeting for the transaction of any business, other than the question on which the poll has been demanded.	Continuance of business after demand for a poll.
VOTES OF MEMBERS
71. Subject to these Articles and to any special rights or restrictions as to voting attached to any class of shares hereinafter issued on a show of hands every Member who is present in person or by proxy or attorney or in the case of a corporation by a representative shall have one vote and on a poll every such Member shall have one vote for every share of which he is the holder.	Voting rights of Members.

72. Where there are joint registered holders of any share any one of such persons may vote and be reckoned in a quorum at any Meeting either personally or by proxy or by attorney or in the case of a corporation by a representative as if he were solely entitled thereto and if more than one of such joint holders be so present at any Meeting that one of such persons so present whose name stands first in the Register in respect of such share shall alone be entitled to vote in respect thereof. Several executors or administrators of a deceased Member in whose name any share stands shall for the purpose of this Article be deemed joint holders thereof.	Voting rights of joint holders.
73. A Member of unsound mind or whose person or estate is liable to be dealt with in any way under the law relating to mental disorders may vote whether on a show of hands or on a poll by his committee, curator bonis or such other person as properly has the management of his estate and any such committee, curator bonis or other person may vote by proxy or attorney, provided that such evidence as the Directors may require of the authority of the person claiming to vote shall have been deposited at the Office not less than forty eight hours before the time appointed for holding the Meeting.	Voting rights of Members of unsound mind.
74. Subject to the provisions of these Articles every Member shall be entitled to be present and to vote at any General Meeting either personally or by proxy or by attorney	Right to vote.

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or in the case of a corporation by a representative and to be reckoned in a quorum in respect of shares fully paid and in respect of partly paid shares where calls are not due and unpaid.
75. No objection shall be raised to the qualification of any voter except at the Meeting or adjourned Meeting at which the vote objected to is given or tendered and every vote not disallowed at such Meeting shall be valid for all purposes. Any such objection made in due time shall be referred to the Chairman of the Meeting whose decision shall be final and conclusive.	Objections.
76. On a poll votes may be given either personally or by proxy or by attorney or in the case of a corporation by its representative and a person entitled to more than one vote need not use all his votes or cast all the votes he uses in the same way.	Votes on a poll.

77. An instrument appointing a proxy shall be in writing and:			Appointment
			of proxies.
	(a)	in the case of an individual shall be signed by the appointor or by his attorney; and
	(b)	in the case of a corporation shall be either under the common seal or signed by its attorney or by an officer on behalf of the corporation.
The Directors may, but shall not be bound to, require evidence of the authority of any such attorney or officer.
78.	A proxy need not be a Member of the Company.		Proxy need not be a Member.
79. An instrument appointing a proxy or the power of attorney or other authority, if any, must be left at the Office or such other place (if any) as is specified for the purpose in the notice convening the Meeting not less than forty eight hours before the time appointed for the holding of the Meeting or adjourned Meeting (or in the case of a poll before the time appointed for the taking of the poll) at which it is to be used and in default shall not be treated as valid unless the Directors otherwise determine.			Deposit of proxies.
80. An instrument appointing a proxy shall be in the following form with such variations if any as circumstances may require or in such other form as the Directors may accept and shall be deemed to include the right to demand or join in demanding a poll:			Form of proxies.

“ AVAGO TECHNOLOGIES FINANCE PTE. LTD.”

“I/We,
of
a Member/Members of the abovenamed Company hereby            appoint
of
or whom failing
of
to vote for me/us and on my/our behalf
at the (Annual, Extraordinary or Adjourned,
as the case may be) General Meeting of
the Company to be held on the            day
of            and at every adjournment
thereof.”

“As Witness my hand this            day of          .”

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An instrument appointing a proxy shall, unless the contrary is stated thereon, be valid as well for any adjournment of the Meeting as for the Meeting to which it relates and need not be witnessed.
81. A vote given in accordance with the terms of an instrument of proxy (which for the purposes of these Articles shall also include a power of attorney) shall be valid notwithstanding the previous death or insanity of the principal or revocation of the proxy, or of the authority under which the proxy was executed or the transfer of the share in respect of which the proxy is given, provided that no intimation in writing of such death, insanity, revocation or transfer shall have been received by the Company at the Office (or such other place as may be specified for the deposit of instruments appointing proxies) before the commencement of the Meeting or adjourned Meeting (or in the case of a poll before the time appointed for the taking of the poll) at which the proxy is used.	Intervening death or insanity of principal not to revoke proxy.
82. Any corporation which is a Member of the Company may by resolution of its directors or other governing body authorise such person as it thinks fit to act as its representative at any Meeting of the Company or of any class of Members of the Company and the person so authorised shall be entitled to exercise the same powers on behalf of the corporation as the corporation could exercise if it were an individual Member of the Company.	Corporations acting by representatives.
SHAREHOLDERS’ RESOLUTIONS BY WRITTEN MEANS
83. Save for a resolution referred to in Article 56A to dispense with the convening of Annual General Meetings or a resolution for which special notice is required under the Act, any resolution required to be passed by the Members of the Company in General Meeting may be passed by written means in accordance with the provisions of Sections 184A to 184F of the Act and these Articles. Where a resolution is deemed to be duly passed by written means, the requirements as to the procedures in these Articles concerning the giving of notice of General Meetings, proceedings of such General Meetings and voting by Members at such General Meetings shall be deemed to be satisfied.	Passing Shareholders’ Resolutions by Written Means
83A. A Special Resolution is passed by written means if the resolution indicates that it is a Special Resolution and it has been formally agreed on any date by one or more Members who on that date represent at least seventy-five per cent. (75%) of the total voting rights of all Members who on that date would have the right to vote on that resolution had a General Meeting been convened. An Ordinary Resolution is passed by written means if the resolution does not indicate that it is a Special Resolution and it has been formally agreed on any date by one or more Members who on that date represent a majority of the total voting rights of all Members who on that date would have the right to vote on that resolution at a General Meeting had a General Meeting been convened. For the avoidance of doubt, the requisite number of Members need not give their formal agreement to any Special Resolution or Ordinary Resolution on a single day.
83B. For the purpose of Article 83A, a resolution is formally agreed by a Member if:-
(a) the Company receives from the Member (or his proxy) a document that (i) is given to the Company in legible form or a permitted alternative form; (ii) indicates the Member’s agreement (or agreement on his behalf) to the resolution; and (iii) includes the text of the resolution or otherwise makes clear that it is that resolution that is being agreed to; and
(b) the Member (or his proxy) had a legible text of the resolution before giving that document.

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In this Article 83B and also for the purpose of Article 83D, something is “in legible form or a permitted alternative form” if, and only if, it is sent or otherwise supplied (aa) in a form (such as paper document) that is legible before being sent or otherwise supplied and does not change form during that process or (bb) through electronic communication.
83C. A resolution of the Company may only be passed by written means if agreement was first sought by the Directors in accordance with Article 83D or under the circumstances described in Section 184B(1)(a)(ii) of the Act. For the avoidance of doubt, other than the requirements stated in Articles 83 to 83G hereof, there is no other condition in the Memorandum of Association or these Articles relating to the passing of resolutions by written means that needs to be satisfied.
83D. In seeking the agreement of the Members to pass any resolution by written means, the Directors shall send to each Member who would have the right to vote on that resolution had a General Meeting been convened, a copy of the text of the resolution in legible form or a permitted alternative form. As far as practicable, the Directors shall send the text of the resolution as respects every Member at the same time and without delay, and the provisions of Section 184C of the Act shall apply.
83E. Any Member who represents at least five per cent. (5%) of the total voting rights of all Members would have the right to vote on that resolution had a General Meeting been convened, may within seven (7) days after receiving the text of the resolution sent pursuant to Article 83D or the documents referred to in Section 183(3A) of the Act, as the case may be, give notice to the Company requiring that a General Meeting be convened for the purpose of considering, and if thought fit, passing the resolution. Upon receipt of such a notice, the Directors shall proceed to convene a General Meeting in accordance with Articles 58 to 70 hereof.
83F. Where a resolution of the Members is passed by written means, the Company shall notify every Member that the resolution has been passed within fifteen (15) days from the date on which a Director or Company Secretary first becomes aware that the resolution has been passed. The Company shall cause a record of the resolution passed by written means and the indication of each Member’s agreement (or agreement on his behalf) to be entered in a book in the like manner for recording proceedings of General Meetings in the minute book. Any such record, if purporting to be signed by a Director or the Company Secretary shall be evidence of the proceedings in passing the resolution, and until the contrary is proved, the record shall also be evidence that the requirements of the Act with respect to the proceedings in passing the resolution have been complied with.
83G. Notwithstanding anything in these Articles, where there is only one Member of the Company, a resolution passed by written means may be passed by the Member recording the resolution and signing the record.
DIRECTORS
84.   Subject to the other provisions of Section 145 of the Act, the Company shall have at least one Director being a natural person of full age and capacity who is ordinarily resident in Singapore and unless otherwise determined by a General Meeting, there shall be no maximum number of Directors holding office at any time.	Number of Directors.
85.   The first Director of the Company is Jeswant Singh s/o Darshan Singh.	First Director.

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86. A Director need not be a Member and shall not be required to hold any share qualification unless and until otherwise determined by the Company in General Meeting but shall be entitled to attend and speak at General Meetings. Where the Company only has one Member, the sole Member may also be the sole Director of the Company provided that the requirements in Article 84 are complied with.	Qualification.
87. Subject to Section 169 of the Act, the remuneration of the Directors shall be determined from time to time by the Company in General Meeting, and shall be divisible among the Directors in such proportions and manner as they may agree and in default of agreement equally, except that in the latter event any Director who shall hold office for part only of the period in respect of which such remuneration is payable shall be entitled only to rank in such division for the proportion of remuneration related to the period during which he has held office.	Remuneration of Directors.
88. The Directors shall be entitled to be repaid all travelling or such reasonable expenses as may be incurred in attending and returning from meetings of the Directors or of any committee of the Directors or General Meetings or otherwise howsoever in or about the business of the Company in the course of the performance of their duties as Directors.	Travelling expenses.
89. Any Director who is appointed to any executive office or serves on any committee or who otherwise performs or renders services, which in the opinion of the Directors are outside his ordinary duties as a Director, may, subject to Section 169 of the Act, be paid such extra remuneration as the Directors may determine.	Extra Remuneration.
90. (a) Other than the office of Auditor, a Director may hold any other office or place of profit under the Company and he or any firm of which he is a member may act in a professional capacity for the Company in conjunction with his office of Director for such period and on such terms (as to remuneration and otherwise) as the Directors may determine. Subject to the Act, no Director or intending Director shall be disqualified by his office from contracting or entering into any arrangement with the Company either as vendor, purchaser or otherwise nor shall such contract or arrangement or any contract or arrangement entered into by or on behalf of the Company in which any Director shall be in any way interested be avoided nor shall any Director so contracting or being so interested be liable to account to the Company for any profit realised by any such contract or arrangement by reason only of such Director holding that office or of the fiduciary relation thereby established.	Power of Directors to hold office of profit and to contract with Company.
(b) Every Director shall observe the provisions of Section 156 of the Act relating to the disclosure of the interests of the Directors in transactions or proposed transactions with the Company or of any office or property held by a Director which might create duties or interests in conflict with his duties or interests as a Director. Subject to such disclosure, a Director shall be entitled to vote in respect of any transaction or arrangement in which he is interested and he shall be taken into account in ascertaining whether a quorum is present.	Directors to observe Section 156 of the Act.
91. (a) A Director may be or become a director of or hold any office or place of profit (other than as Auditor) or be otherwise interested in any company in which the Company may be interested as vendor, purchaser, shareholder or otherwise and unless otherwise agreed shall not be accountable for any fees, remuneration or other benefits received by him as a director or officer of or by virtue of his interest in such other company.	Holding of office in other companies.
(b) The Directors may exercise the voting power conferred by the shares in any company held or owned by the Company in such manner and in all respects as the Directors think fit in the interests of the Company (including the exercise thereof in	Directors may exercise voting power conferred by

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favour of any resolution appointing the Directors or any of them to be directors of such company or voting or providing for the payment of remuneration to the directors of such company) and any such Director of the Company may vote in favour of the exercise of such voting powers in the manner aforesaid notwithstanding that he may be or be about to be appointed a director of such other company.	Company’s shares in another company.
APPOINTMENT AND REMOVAL OF DIRECTORS
92. The Directors shall have power at any time and from time to time to appoint any person to be a Director either to fill a casual vacancy or as an additional Director but so that the total number of Directors shall not at any time exceed the maximum number, if any, fixed by or in accordance with these Articles.	Directors’ power to fill casual vacancies and to appoint additional Director.
93. The Company may by Ordinary Resolution remove any Director before the expiration of his period of office, notwithstanding anything in these Articles or in any agreement between the Company and such Director.	Removal of Directors.
94. The Company may by Ordinary Resolution appoint another person in place of a Director removed from office under the immediately preceding Article.	Appointment in place of Director removed.
MANAGING DIRECTORS
95. The Directors may from time to time appoint one or more of their body to be Managing Director or Managing Directors of the Company and may from time to time (subject to the provisions of any contract between him or them and the Company) remove or dismiss him or them from office and appoint another or others in his or their places.	Appointment of Managing Directors.
96. A Managing Director shall subject to the provisions of any contract between him and the Company be subject to the same provisions as to resignation and removal as the other Directors of the Company and if he ceases to hold the office of Director from any cause he shall ipso facto and immediately cease to be a Managing Director.	Resignation and removal of Managing Director.
97. Subject to Section 169 of the Act, the remuneration of a Managing Director shall from time to time be fixed by the Directors and may subject to these Articles be by way of salary or commission or participation in profits or by any or all of these modes.	Remuneration of Managing Director.
98. The Directors may from time to time entrust to and confer upon a Managing Director for the time being such of the powers exercisable under these Articles by the Directors as they may think fit and may confer such powers for such time and to be exercised on such terms and conditions and with such restrictions as they think expedient and they may confer such powers either collaterally with or to the exclusion of and in substitution for all or any of the powers of the Directors in that behalf and may from time to time revoke withdraw alter or vary all or any of such powers.	Powers of Managing Director.
VACATION OF OFFICE OF DIRECTOR
99. The office of a Director shall be vacated in any one of the following events, namely -	Vacation of office of Director.

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(a)	if he becomes prohibited from being a Director by reason of any order made under the Act;
(b)	if he ceases to be a Director by virtue of any of the provisions of the Act or these Articles;
(c)	subject to Section 145 of the Act, if he resigns by writing under his hand left at the Office;
(d)	if he has a receiving order made against him or suspend payments or compound with his creditors generally;
(e)	if he be found lunatic or become of unsound mind; or
(f)	if he be absent from meetings of the Directors for a continuous period of six months without leave from the Directors and the Directors resolve that his office be vacated.

ALTERNATE DIRECTORS
100. (a) Any Director may at any time by writing under his hand and deposited at the Office or by telefax, telex or by cable sent to the Secretary appoint any person to be his Alternate Director and may in like manner at any time terminate such appointment. Any appointment or removal by telefax, telex or cable shall be confirmed as soon as possible by letter, but may be acted upon by the Company meanwhile.	Appointment of Alternate Directors.
(b) A Director or any other person may act as an Alternate Director to represent more than one Director and such Alternate Director shall be entitled at Directors’ meetings to one vote for every Director whom he represents in addition to his own vote if he is a Director.
(c) The appointment of an Alternate Director shall ipso facto determine on the happening of any event which if he were a Director would render his office as a Director to be vacated and his appointment shall also determine ipso facto if his appointor ceases for any reason to be a Director.
(d) An Alternate Director shall be entitled to receive notices of meetings of the Directors and to attend and vote as a Director at any such meeting at which the Director appointing him is not personally present and generally, if his appointor is absent from Singapore or is otherwise unable to act as such Director, to perform all functions of his appointment as a Director (except the power to appoint an Alternate Director) and to sign any resolution in accordance with the provisions of Article 106.
(e) An Alternate Director shall not be taken into account in reckoning the minimum or maximum number of Directors allowed for the time being under these Articles but he shall be counted for the purpose of reckoning whether a quorum is present at any meeting of the Directors attended by him at which he is entitled to vote Provided that he shall not constitute a quorum under Article 103 if he is the only person present at the meeting notwithstanding that he may be an Alternate to more than one Director.
(f) An Alternate Director may be repaid by the Company such expenses as might properly be repaid to him if he were a Director and he shall be entitled to receive from the Company such proportion (if any) of the remuneration otherwise payable to his appointor as such appointor may by notice in writing to the Company

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from time to time direct, but save as aforesaid he shall not in respect of such appointment be entitled to receive any remuneration from the Company.
(g) An Alternate Director shall not be required to hold any share qualification.
PROCEEDINGS OF DIRECTORS
101. (a) The Directors may meet together for the despatch of business, adjourn or otherwise regulate their meetings as they think fit. Subject to the provisions of these Articles questions arising at any meeting shall be determined by a majority of votes and in case of an equality of votes the Chairman of the meeting shall not have a second or casting vote.	Meetings of Directors.
(b) Any Director may participate at a meeting of the Directors by telephone conference, video conference, audio visual or by means of a similar communication equipment whereby all persons participating in the meeting are able to hear each other in which event such Director shall be deemed to be present at the meeting. A Director participating in a meeting in the manner aforesaid may also be taken into account in ascertaining the presence of a quorum at the meeting. Minutes of the proceedings at a meeting by telephone conference, video conference, audio visual, or other similar communications equipment signed by the Chairman of the meeting shall be conclusive evidence of such proceedings and of the observance of all necessary formalities.
102.  A Director may and the Secretary on the requisition of a Director shall at any time summon a meeting of the Directors. At least fourteen (14) days notice in writing (exclusive of the day on which the notice is served or is deemed to be served) of every meeting of the Directors shall be given to every Director. Every such notice shall specify the place, the day and the hour of the meeting and the general nature of the business to be transacted Provided that any Director may waive the requirement for notice or accept shorter notice of any meeting of the Directors.	Convening meetings of Directors.
103.  Except where the Company only has one Director, the quorum necessary for the transaction of the business of the Directors may be fixed by the Directors and unless so fixed at any other number shall be two (2) Provided that where no quorum is present at any duly convened meeting, the meeting shall be adjourned seven (7) days thereafter at the same time and place and such Directors as are present at such meeting shall be the quorum. A meeting of the Directors at which a quorum is present shall be competent to exercise all the powers and discretions for the time being exercisable by the Directors.	Quorum.
104.  The continuing Directors may act notwithstanding any vacancies in their body but if and so long as the number of Directors is reduced below the minimum number fixed by or in accordance with these Articles the continuing Directors or Director may act for the purpose of filling up such vacancies or of summoning General Meetings of the Company but not for any other purpose. If there be no Directors or Director able or willing to act, then any Members, or if the Company only has a sole Member, then that sole Member, may summon a General Meeting for the purpose of appointing one or more Directors.	Proceedings in case of vacancies.
105.  The Directors present shall choose one of their number to be Chairman at such meeting.	Chairman.
106.  A resolution in writing signed by the majority of Directors being not less than are sufficient to form a quorum shall be as effective as a resolution passed at a meeting of the Directors duly convened and held, and may consist of several documents in the	Resolutions in writing.

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like form each signed by one or more of the Directors Provided that, where a Director has appointed an Alternate Director but is not himself in Singapore the signature of such Alternate Director (if in Singapore), shall be required. The expressions “in writing” and “signed” include approval by any such Director by telefax, telex, cable, telegram, wireless or facsimile transmission or any form of electronic communication approved by the Directors for such purpose from time to time incorporating, if the Directors deem necessary, the use of security and/or identification procedures and devices approved by the Directors.
107. The Directors may delegate any of their powers to committees consisting of such member or members of their body as they think fit. Any committee so formed shall in the exercise of the powers so delegated conform to any regulations that may be imposed on them by the Directors.	Power to appoint committees.
108. The meetings and proceedings of any such committee consisting of two (2) or more members shall be governed by the provisions of these Articles regulating the meetings and proceedings of the Directors, so far as the same are applicable and are not superseded by any regulations made by the Directors under the last preceding Article.	Proceedings at committee meetings.
109. All acts done by any meeting of Directors or of a committee of Directors or by any person acting as Director shall as regards all persons dealing in good faith with the Company, notwithstanding that there was some defect in the appointment of any such Director or person acting as aforesaid or that they or any of them were disqualified or had vacated office or were not entitled to vote be as valid as if every such person had been duly appointed and was qualified and had continued to be a Director and had been entitled to vote.	Validity of acts of Directors in spite of some formal defect.
109A. Notwithstanding anything in these Articles, where the Company only has a sole Director, all acts required to be done or business required to be transacted by a meeting of Directors or of a committee of Directors may be done or undertaken by the sole Director and a declaration made by the sole Director, and recorded and signed by the sole Director, shall be evidence that the same has been done or undertaken.	Declaration by a sole Director
GENERAL POWERS OF THE DIRECTORS
110. The business of the Company shall be managed by or under the direction of the Directors. The Directors may exercise all the powers of the Company except any powers that this Act or the Memorandum of Association and Articles of the Company require the Company to exercise in General Meeting. In particular and without prejudice to the generality of the foregoing the Directors may at their discretion exercise every borrowing power vested in the Company together with collateral power of hypothecating the assets of the Company including any uncalled or called but unpaid capital; provided that the Directors shall not carry into effect any proposals for disposing of the whole or substantially the whole of the Company’s undertaking or property unless those proposals have been approved by the Company in General Meeting.	General powers of Directors to manage Company’s business.
111. The Directors may from time to time by power of attorney appoint any company, firm or person or any fluctuating body of persons whether nominated directly or indirectly by the Directors to be the attorney or attorneys of the Company for such purposes and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the Directors under these Articles) and for such period and subject to such conditions as they may think fit, and any such power of attorney may contain such provisions for the protection and convenience of persons dealing with such attorney as the Directors may think fit and may also authorise any such attorney to subdelegate all or any of the powers, authorities and discretions vested in him.	Power to appoint attorneys.

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112. All cheques, promissory notes, drafts, bills of exchange, and other negotiable or transferable instruments and all receipts for moneys paid to the Company shall be signed, drawn, accepted, endorsed or otherwise executed, as the case may be, in such manner as the Directors shall from time to time by resolution determine.	Signature of cheques and bills.
BORROWING POWERS
113. The Directors may borrow or raise money from time to time for the purpose of the Company or secure the payment of such sums as they think fit and may secure the repayment or payment of such sums by mortgage or charge upon all or any of the property or assets of the Company or by the issue of debentures (whether at par or at discount or premium) or otherwise as they may think fit.	Directors’ borrowing powers.
SECRETARY
114. The Secretary or Secretaries shall and a Deputy or Assistant Secretary or Secretaries may be appointed by the Directors for such term, at such remuneration and upon such conditions as they may think fit, and any Secretary, Deputy or Assistant Secretary so appointed may be removed by them, but without prejudice to any claim he may have for damages for breach of any contract of service between him and the Company. The appointment and duties of the Secretary or Secretaries shall not conflict with the provisions of the Act and in particular Section 171 thereof.	Secretary.
SEAL
115. (a) The Directors shall provide for the safe custody of the Seal, which shall only be used by the authority of the Directors or a committee of Directors authorised by the Directors in that behalf, and every instrument to which the Seal shall be affixed shall (subject to the provisions of these Articles as to certificates for shares) be signed by a Director and shall be countersigned by the Secretary or by a second Director or by some other person appointed by the Directors in place of the Secretary for the purpose.	Seal.
(b) The Company may exercise the powers conferred by the Act with regard to having an Official Seal for use abroad, and such powers shall be vested in the Directors.	Official Seal.
(c)The Company may have a duplicate Common Seal as referred to in Section 124 of the Act which shall be a facsimile of the Common Seal with the addition on its face of the words “Share Seal”.	Share Seal.

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AUTHENTICATION OF DOCUMENTS
116. Any Director or the Secretary or any person appointed by the Directors for the purpose shall have power to authenticate any documents affecting the constitution of the Company and any resolutions passed by the Company, including a resolution passed by written means, or resolutions passed by the Directors, and any books, records, documents and accounts relating to the business of the Company, and to certify copies thereof or extracts therefrom as true copies or extracts; and where any books, records, documents or accounts are elsewhere than at the Office, the local manager and other officer of the Company having the custody thereof shall be deemed to be a person appointed by the Directors as aforesaid.	Power to authenticate documents.
117. A document purporting to be a copy of a resolution of the Directors, an extract from the minutes of a meeting of Directors or a declaration signed by a sole Director in accordance with Article 109A hereof, which is certified as such in accordance with the provisions of the last preceding Article shall be conclusive evidence in favour of all persons dealing with the Company upon the faith thereof that such resolution has been duly passed or, as the case may be, that such extract is a true and accurate record of a duly constituted or deemed meeting of the Directors. Any authentication or certification made pursuant to this Article may be made by any electronic means approved by the Directors from time to time for such purpose incorporating, if the Directors deem necessary, the use of security procedures or devices approved by the Directors.	Certified copies of resolution of the Directors.
DIVIDENDS AND RESERVES
118. The Company may by Ordinary Resolution declare dividends but (without prejudice to the powers of the Company to pay interest on share capital as hereinbefore provided) no dividend shall be payable except out of the profits of the Company, or in excess of the amount recommended by the Directors.	Payment of dividends.
119. Subject to the rights of holders of shares with special rights as to dividend (if any), all dividends shall be declared and paid according to the amounts paid on the shares in respect whereof the dividend is paid, but (for the purposes of this Article only) no amount paid on a share in advance of calls shall be treated as paid on the share. All dividends shall be apportioned and paid pro rata according to the amount paid on the shares during any portion or portions of the period in respect of which the dividend is paid, but if any share is issued on terms providing that it shall rank for dividend as from a particular date such share shall rank for dividend accordingly.	Apportionment of dividends.
120. If and so far as in the opinion of the Directors the profits of the Company justify such payments, the Directors may pay the fixed preferential dividends on any class of shares carrying a fixed preferential dividend expressed to be payable on a fixed date on the half-yearly or other dates (if any) prescribed for the payment thereof by the terms of issue of the shares, and subject thereto may also from time to time pay to the holders of any other class of shares interim dividends thereon of such amounts and on such dates as they may think fit.	Payment of preference and interim dividends.
121. If the Company shall issue shares at a premium whether for cash or otherwise, the Directors shall transfer a sum equal to the aggregate amount or value of the premiums to an account to be called “Share Premium Account” and any amount for the time being standing to the credit of such account shall not be applied in the payment of dividend.	Share premium account.
122. No dividend or other moneys payable on or in respect of a share shall bear interest against the Company.	Dividends not to bear interest.

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123. The Directors may deduct from any dividend or other moneys payable to any Member on or in respect of a share all sums of money (if any) presently payable by him to the Company on account of calls or in connection therewith.	Deduction of debts due to Company.
124. The Directors may retain any dividend or other moneys payable on or in respect of a share on which the Company has a lien and may apply the same in or towards satisfaction of the debts, liabilities or engagements in respect of which the lien exists.	Retention of dividends on shares subject to lien.
125. The Directors may retain the dividends payable on shares in respect of which any person is under the provisions as to the transmission of shares hereinbefore contained entitled to become a Member or which any person under those provisions is entitled to transfer until such person shall become a Member in respect of such shares or shall duly transfer the same.	Retention of dividends on shares pending transmission.
126. The payment by the Directors of any unclaimed dividends or other moneys payable on or in respect of a share into a separate account shall not constitute the Company a trustee in respect thereof. All dividends unclaimed after being declared may be invested or otherwise made use of by the Directors for the benefit of the Company and any dividend unclaimed after a period of six years from the date of declaration of such dividend may be forfeited and if so shall revert to the Company but the Directors may at any time thereafter at their absolute discretion annul any such forfeiture and pay the dividend so forfeited to the person entitled thereto prior to the forfeiture.	Unclaimed dividends.
127. The Company may, upon the recommendation of the Directors, by Ordinary Resolution direct payment of a dividend in whole or in part by the distribution of specific assets and in particular of paid up shares or debentures of any other company or in any one or more of such ways; and the Directors shall give effect to such resolution and where any difficulty arises in regard to such distribution, the Directors may settle the same as they think expedient and in particular may fix the value for distribution of such specific assets or any part thereof and may determine that cash payments shall be made to any Members upon the footing of the value so fixed in order to adjust the rights of all parties and may vest any such specific assets in trustees as may seem expedient to the Directors.	Payment of dividend in specie.
128. Any dividend or other moneys payable in cash on or in respect of a share may be paid by cheque or warrant sent through the post to the registered address of the Member or person entitled thereto, or, if several persons are registered as joint holders of the share or are entitled thereto in consequence of the death or bankruptcy of the holder to any one of such persons or to such persons and such address as such persons may by writing direct. Every such cheque or warrant shall be made payable to the order of the person to whom it is sent or to such person as the holder or joint holders or person or persons entitled to the share in consequence of the death or bankruptcy of the holder may direct and payment of the cheque if purporting to be endorsed or the receipt of any such person shall be a good discharge to the Company. Every such cheque or warrant shall be sent at the risk of the person entitled to the money represented thereby.	Dividends payable by cheque.
129. A transfer of shares shall not pass the right to any dividend declared on such shares before the registration of the transfer.	Effect of transfer.
RESERVES
130. The Directors may from time to time set aside out of the profits of the Company and carry to reserve such sums as they think proper which, at the discretion of the	Power to carry profit to reserve.

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Directors, shall be applicable for meeting contingencies or for the gradual liquidation of any debt or liability of the Company or for repairing or maintaining the works, plant and machinery of the Company or for special dividends or bonuses or for equalising dividends or for any other purpose to which the profits of the Company may properly be applied and pending such application may either be employed in the business of the Company or be invested. The Directors may divide the reserve into such special funds as they think fit and may consolidate into one fund any special funds or any parts of any special funds into which the reserve may have been divided. The Directors may also without placing the same to reserve carry forward any profits which they may think it not prudent to divide.
CAPITALISATION OF PROFITS AND RESERVES
131. The Company may, upon the recommendation of the Directors, by Ordinary Resolution resolve that it is desirable to capitalise any sum for the time being standing to the credit of any of the Company’s reserve accounts (including share premium account and any capital redemption reserve funds) or any sum standing to the credit of the profit and loss account or otherwise available for distribution, provided that such sum be not required for paying the dividends on any shares carrying a fixed cumulative preferential dividend and accordingly that the Directors be authorised and directed to appropriate the sum resolved to be capitalised to the Members holding shares in the Company in the proportions in which such sum would have been divisible amongst them had the same been applied or been applicable in paying dividends and to apply such sum on their behalf either in or towards paying up the amounts (if any) for the time being unpaid on any shares held by such Members respectively, or in paying up in full unissued shares or debentures of the Company of a nominal amount equal to such sum, such shares or debentures to be allotted and distributed and credited as fully paid up to and amongst such Members in the proportion aforesaid or partly in one way and partly in the other: Provided that a share premium account and a capital redemption reserve fund may only be applied hereunder in the paying up of unissued shares to be issued to Members as fully paid shares.	Power to capitalise profits.
132. Whenever such a resolution as aforesaid shall have been passed, the Directors shall make all appropriations and applications of the sum resolved to be capitalised thereby and all allotments and issues of fully paid shares or debentures (if any) and generally shall do all acts and things required to give effect thereto with full power to the Directors to make such provision by payment in cash or otherwise as they think fit for the case of shares or debentures becoming distributable in fractions and also to authorise any person to enter on behalf of all the Members interested into an agreement with the Company providing for the allotment to them respectively, credited as fully paid up, of any further shares to which they may be entitled upon such capitalisation or (as the case may require) for the payment up by the Company on their behalf, by the application thereto of their respective proportions of the sum resolved to be capitalised, of the amounts or any part of the amounts remaining unpaid on their existing shares and any agreement made under such authority shall be effective and binding on all such Members.	Implementation of resolution to capitalise profits.
MINUTES AND BOOKS

133. The Directors shall cause minutes to be made in books to be provided for the purpose -			Minutes.
	(a)	of all appointments of officers made by the Directors;

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(b)	of the names of the Directors present at each meeting of Directors and of any committee of Directors;
(c)	of all resolutions and proceedings at all Meetings of the Company and of any class of Members, of the Directors and of committees of Directors;
(d)	of all declarations made by a sole Director which is recorded and signed by the sole Director; and
(e)	of all resolutions passed by written means with the indication of each Member’s agreement (or agreement on his behalf) to the resolutions.

134. The Directors shall duly comply with the provisions of the Act and in particular the provisions in regard to registration of charges created by or affecting property of the Company, in regard to keeping a Register of Directors, Managers, Secretaries and Auditors, the Register, a Register of Mortgages and Charges and a Register of Directors’ Share and Debenture Holdings and in regard to the production and furnishing of copies of such Registers and of any Register of Holders of Debentures of the Company.	Keeping of Registers, etc.
135. Any register, index, minute book, book of accounts or other book required by these Articles or by the Act to be kept by or on behalf of the Company may be kept either by making entries in bound books or by recording them in any other manner. In any case in which bound books are not used, the Directors shall take adequate precautions for guarding against falsification and for facilitating discovery.	Form of registers, etc.
ACCOUNTS
136. The Directors shall cause to be kept such accounting and other records as are necessary to comply with the provisions of the Act and shall cause those records to be kept in such manner as to enable them to be conveniently and properly audited.	Directors to keep proper accounts.
137. Subject to the provisions of Section 199 of the Act, the books of accounts shall be kept at the Office or at such other place or places as the Directors think fit within Singapore. No Member (other than a Director) shall have any right of inspecting any account or book or document or other recording of the Company except as is conferred by law or authorised by the Directors or by an Ordinary Resolution of the Company.	Location and inspection.
138. Subject to the provisions of the Act, the Directors shall cause to be prepared and to be laid before the Company in General Meeting such profit and loss accounts, balance sheets, group accounts (if any) and reports as may be necessary.	Presentation of accounts.
139. Subject to the provisions of the Act, a copy of every balance sheet and profit and loss account which is to be laid before a General Meeting of the Company (including every document required by the Act to be annexed thereto) together with a copy of every report of the Auditors relating thereto and of the Directors’ report shall not less than fourteen days before the date of the Meeting be sent to every Member of, and every holder of debentures (if any) of, the Company and to every other person who is entitled to receive notices from the Company under the provisions of the Act or of these Articles: provided that this Article shall not require a copy of these documents to be sent to any person of whose address the Company is not aware or to more than one of the joint holders of a share in the Company or the several persons entitled thereto in consequence of the death or bankruptcy of the holder or otherwise but any Member to whom a copy of these documents has not been sent shall be entitled to receive a copy free of charge on application at the Office.	Copies of accounts.

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AUDITORS
140. Subject to the provisions of the Act, Auditors shall be appointed and their duties regulated in accordance with the provisions of the Act. Every Auditor of the Company shall have a right of access at all times to the accounting and other records of the Company and shall make his report as required by the Act.	Appointment of Auditors.
141. Subject to the provisions of the Act, all acts done by any person acting as an Auditor shall, as regards all persons dealing in good faith with the Company, be valid, notwithstanding that there was some defect in his appointment or that he was at the time of his appointment not qualified for appointment.	Validity of acts of Auditors in spite of some formal defect.
142. The Auditors shall be entitled to attend any General Meeting and to receive all notices of and other communications relating to any General Meeting to which any Member is entitled and to be heard at any General Meeting on any part of the business of the Meeting which concerns them as Auditors.	Auditors’ right to receive notices of and attend at General Meetings.
NOTICES
143. (a) Any notice may be given by the Company to any Member in any of the following ways:	Service of notice.

(i)	by delivering the notice personally to him; or
(ii)	by sending it by prepaid mail to him at his registered address in Singapore or where such address is outside Singapore by prepaid air-mail; or
(iii)	by sending a cable or telex, or telefax containing the text of the notice to him at his registered address in Singapore or where such address is outside Singapore to such address or to any other address as might have been previously notified by the Member concerned to the Company; or
(iv)	by electronic communication containing the text of the notice to him at an electronic mailing address as previously notified by the Member concerned to the Company for the purpose of receiving electronic communication.

(b) Any notice or other communication served under any of the provisions of these Articles on or by the Company or any officer of the Company may be tested or verified by telex or telefax or telephone or electronic means or such other manner as may be convenient in the circumstances but the Company and its officers are under no obligation so to test or verify any such notice or communication.
144. All notices and documents (including a share certificate) with respect to any shares to which persons are jointly entitled shall be given to whichever of such persons is named first on the Register and notice so given shall be sufficient notice to all the holders of such shares.	Service of notices in respect of joint holders.
145. Any Member with a registered address shall be entitled to have served upon him at such address any notice to which he is entitled under these Articles, except where the Member has an electronic mailing address notified to the Company for the	Members shall be served at registered address.

39

purpose of receiving electronic communication whereupon any notice may be served by the Company to the Member concerned by electronic communication at the said electronic mailing address.
146. A person entitled to a share in consequence of the death or bankruptcy of a Member or otherwise upon supplying to the Company such evidence as the Directors may reasonably require to show his title to the share, and upon supplying also an address for the service of notice, shall be entitled to have served upon him at such address any notice or document to which the Member but for his death or bankruptcy or otherwise would be entitled and such service shall for all purposes be deemed a sufficient service of such notice or document on all persons interested (whether jointly with or as claiming through or under him) in the share. Save as aforesaid any notice or document delivered or sent by post to or left at the registered address of any Member in pursuance of these Articles shall (notwithstanding that such Member be then dead or bankrupt or otherwise not entitled to such share and whether or not the Company have notice of the same) be deemed to have been duly served in respect of any share registered in the name of such Member as sole or joint holder.	Service of notices after death etc. of a Member.
147. (a) Any notice given in conformity with Article 143 shall be deemed to have been given at any of the following times as may be appropriate:	When service effected.

(i)	when it is delivered personally to the Member, at the time when it is so delivered;
(ii)	when it is sent by prepaid mail to an address in Singapore or by prepaid airmail to an address outside Singapore, on the second day following that on which the notice was put into the post;
(iii)	when the notice is sent by cable or telex, or telefax, or electronic communication, on the day it is so sent.

(b) In proving such service or sending, it shall be sufficient to prove that the letter containing the notice or document was properly addressed and put into the post office as a prepaid letter or airmail letter as the case may be or that a telex or telefax or electronic communication was properly addressed and transmitted or that a cable was properly addressed and handed to the relevant authority for despatch.
148. Any notice on behalf of the Company or of the Directors shall be deemed effectual if it purports to bear the signature of the Secretary or other duly authorised officer of the Company, whether such signature is printed or written.	Signature on notice.
149. When a given number of days’ notice or notice extending over any other period is required to be given the day of service shall, unless it is otherwise provided or required by these Articles or by the Act, be not counted in such number of days or period.	Day of service not counted.
150. (a) Notice of every General Meeting shall be given in the manner hereinbefore authorised to -	Notice of General Meeting.

(i)	every Member;
(ii)	every person entitled to a share in consequence of the death or bankruptcy or otherwise of a Member who but for the same would be entitled to receive notice of the Meeting; and
(iii)	the Auditor for the time being of the Company.

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(b) No other person shall be entitled to receive notices of General Meetings.
151. The provisions of Articles 143, 147, 148 and 149 shall apply mutatis mutandis to notices of meetings of Directors or any committee of Directors.	Notice of meetings of Directors or any committee of Directors.
WINDING UP
152. If the Company is wound up (whether the liquidation is voluntary, under supervision, or by the Court) the Liquidator may, with the authority of a Special Resolution, divide among the Members in specie or kind the whole or any part of the assets of the Company and whether or not the assets shall consist of property of one kind or shall consist of properties of different kinds and may for such purpose set such value as he deems fair upon any one or more class or classes of property to be divided as aforesaid and may determine how such division shall be carried out as between the Members or different classes of Members. The Liquidator may, with the like authority, vest the whole or any part of the assets in trustees upon such trusts for the benefit of Members as the Liquidator with the like authority thinks fit and the liquidation of the Company may be closed and the Company dissolved but so that no Member shall be compelled to accept any shares or other securities in respect of which there is a liability.	Distribution of assets in specie.
INDEMNITY
153. Subject to the provisions of the Act, every Director, Auditor, Secretary or other officer of the Company shall be entitled to be indemnified by the Company against all costs, charges, losses, expenses and liabilities incurred by him in the execution and discharge of his duties or in relation thereto and in particular and without prejudice to the generality of the foregoing no Director, Manager, Secretary or other officer of the Company shall be liable for the acts, receipts, neglects or defaults of any other Director or officer or for joining in any receipt or other act for conformity or for any loss or expense happening to the Company through the insufficiency or deficiency of title to any property acquired by order of the Directors for or on behalf of the Company or for the insufficiency or deficiency of any security in or upon which any of the moneys of the Company shall be invested or for any loss or damage arising from the bankruptcy, insolvency or tortious act of any person with whom any moneys, securities or effects shall be deposited or left or for any other loss, damage or misfortune whatever which shall happen in the execution of the duties of his office or in relation thereto unless the same happen through his own negligence, wilful default, breach of duty or breach of trust.	Indemnity of Directors and officers.

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     NAME, ADDRESS AND OCCUPATION OF SUBSCRIBER

/s/ Lee Peek Sze Christine

8 Lakepoint Drive
#03-43
Singapore 648926

Advocate & Solicitor

Dated this 1^st day of September 2005.

Witness to the above signature:

/s/ Low Kah Keong

Advocate & Solicitor

c/o WongPartnership

Advocates & Solicitors

80 Raffles Place

#58-01 UOB Plaza 1

Singapore 048624

42

EX-3.10

Exhibit 3.10

No. of Company:

THE COMPANIES ACT, CAP. 50

PRIVATE COMPANY LIMITED BY SHARES

MEMORANDUM

AND

ARTICLES OF ASSOCIATION

OF

AVAGO TECHNOLOGIES GENERAL IP (SINGAPORE) PTE. LTD.

Incorporated on the 7^th day of September 2005

Lodged in the Office of the Accounting & Corporate Regulatory Authority, Singapore

WONGPARTNERSHIP
Advocates & Solicitors × Commissioner for Oaths × Notary Public

Agents for Trade Marks
80 Raffles Place
#58-01 UOB Plaza 1
Singapore 048624
Telephone: 64168 000
Facsimile: 6532 5711
Email: wonglaw@singnet.com.sg
Website: www.wongpartnership.com.sg

THE COMPANIES ACT, CAP. 50

AVAGO TECHNOLOGIES GENERAL IP (SINGAPORE) PTE. LTD.

RESOLUTION PASSED ON 29 NOVEMBER 2005

At an Extraordinary General Meeting of the Company held on 29 November 2005, the following resolution was passed as special resolution:

SPECIAL RESOLUTION

AMENDMENT TO ARTICLES OF ASSOCIATION

That the Articles of Association of the Company be and are hereby amended by deleting the existing Article 5 in its entirety and substituting therefor the following new Article 5:

5. The authorised capital of the Company is S$1,600,000,000.00 divided into 1,600,000,000 ordinary shares of S$1.00 each.

Signed:

Kenneth Y. Hao
Director

THE COMPANIES ACT, CAP. 50

AVAGO TECHNOLOGIES GENERAL IP (SINGAPORE) PTE. LTD.

RESOLUTION PASSED ON 28 SEPTEMBER 2005

At an Extraordinary General Meeting of the Company held on 28 September 2005, the following resolution was passed as special resolution:

SPECIAL RESOLUTION

CHANGE OF NAME

That, subject to the approval of the Registrar of Companies, the name of the Company be changed to Avago Technologies General IP (Singapore) Pte. Ltd. and that the name Avago Technologies General IP (Singapore) Pte. Ltd. be substituted for Argos General IP (Singapore) Pte. Ltd. wherever the latter name appears in the Company’s Memorandum and Articles of Association.

Signed:

Jeswant Singh s/o Darshan Singh
Director

ACCOUNTING AND CORPORATE REGULATORY AUTHORITY
(ACRA)

Company No: 200512430D

CERTIFICATE CONFIRMING INCORPORATION OF COMPANY UNDER THE NEW NAME

This is to confirm that ARGOS GENERAL IP (SINGAPORE) PTE. LTD. incorporated under the Companies Act on 07/09/2005 did by a special resolution resolve to change its name to AVAGO TECHNOLOGIES GENERAL IP (SINGAPORE) PTE. LTD. and that the company is now known by its new name with effect from 29/09/2005.

GIVEN UNDER MY HAND AND SEAL ON 30/09/20O5.

-s- Shirlyn Lim
SHIRLYN LIM
ASSISTANT REGISTRAR
ACCOUNTING AND CORPORATE REGULATORY AUTHORITY (ACRA) SINGAPORE

     

ACCOUNTING AND CORPORATE REGULATORY AUTHORITY
(ACRA)

Company No: 200512430D

CERTIFICATE CONFIRMING INCORPORATION OF COMPANY

This is to confirm that ARGOS GENERAL IP (SINGAPORE) PTE. LTD. is incorporated under the Companies Act (Cap 50), on and from 07/09/2005 and that the company is a PRIVATE COMPANY LIMITED BY SHARES.

GIVEN UNDER MY HAND AND SEAL ON 08/09/2005.

-s- Shirlyn Lim
SHIRLYN LIM
ASSISTANT REGISTRAR
ACCOUNTING AND CORPORATE REGULATORY AUTHORITY (ACRA) SINGAPORE

     

THE COMPANIES ACT, CAP. 50

PRIVATE COMPANY LIMITED BY SHARES

MEMORANDUM OF ASSOCIATION

of

ARGOS GENERAL IP (SINGAPORE) PTE. LTD.

          1. The name of the Company is ARGOS GENERAL IP (SINGAPORE) PTE. LTD.

          2. The Registered Office of the Company will be situate in the Republic of Singapore.

          3. The liability of the members is limited.

          4. The original capital of the Company is S$1,000,000.00 divided into 1,000,000 ordinary shares of S$1.00 each, and the Company shall have power to increase or reduce the capital to consolidate or subdivide the shares into shares of larger or smaller amounts, and to issue all or any part of the original or any additional capital as fully paid or partly paid shares and with any special or preferential rights or privileges or subject to any special terms or conditions, and either with or without any special designation, and also from time to time to alter, modify, commute, abrogate or deal with any such rights, privileges, terms, conditions or designations in accordance with the regulations for the time being of the Company.

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I, the person whose name, address and occupation are subscribed, am desirous of being formed into a Company in pursuance of this Memorandum of Association and agree to take the number of shares in the capital of the Company set opposite my name:-

—
NAME AND ADDRESS	NUMBER OF SHARES TAKEN
OF SUBSCRIBER	BY SUBSCRIBER
—
-s- Lee Peek Sze Christine Lee Peek Sze Christine	One
8 Lakepoint Drive #03-43 Singapore 648926
Advocate & Solicitor
—
TOTAL NUMBER OF SHARES TAKEN:	One
—
Dated this 1st day of September 2005.
Witness to the above signature:
		-s- Low Kah Keong Low Kah Keong
		Advocate & Solicitor
		c/o WongPartnership
		Advocates & Solicitors
		80 Raffles Place
		#58-01 UOB Plaza 1
		Singapore 048624

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THE COMPANIES ACT, CAP. 50

PRIVATE COMPANY LIMITED BY SHARES

ARTICLES OF ASSOCIATION

of

ARGOS GENERAL IP (SINGAPORE) PTE. LTD.

PRELIMINARY

1. The regulations contained in Table “A” in the Fourth Schedule to the Companies Act, Cap. 50 shall not apply to the Company, but the following shall subject to repeal, addition and alteration as provided by the Act or these Articles be the regulations of the Company.	Table “A” not to apply
2. In these Articles, if not inconsistent with the subject or context, the words standing in the first column of the Table next hereinafter contained shall bear the meanings set opposite to them respectively in the second column thereof -	Interpretation

WORDS		MEANINGS
the “Act”	..	The Companies Act, Cap. 50 or any statutory modification, amendment or re-enactment thereof for the time being in force or any and every other act for the time being in force concerning companies and affecting the Company and any reference to any provision of the Act is to that provision as so modified, amended or re-enacted or contained in any such subsequent Companies Act.
these “Articles”	..	These Articles of Association or other regulations of the Company for the time being in force.
the “Company”	..	The abovenamed Company by whatever name from time to time called.
“Directors”	..	The Directors for the time being of the Company or such number of them as have authority to act for the Company.
“Director”	..	Includes any person acting as a Director of the Company and includes any person duly appointed and acting for the time being as an Alternate Director.
“Dividend”	..	Includes bonus.

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WORDS		MEANINGS
“electronic communication”	..	Communication transmitted (whether from one person to another, from one device to another, from a person to a device or from a device to a person):-
		(a) by means of a telecommunication system; or
		(b) by other means but while in an electronic form,
		such that it can (where particular conditions are met) be received in legible form or be made legible following receipt in non-legible form.
“Member”	..	A member of the Company.
“Month”	..	Calendar month.
“Office”	..	The Registered Office of the Company for the time being.
“Ordinary Resolution”	..	A resolution not being a Special Resolution which is, or which is to be, passed by a majority of Members as, being entitled to do so, vote in person or by proxy at a General Meeting.
“Paid Up”	..	Includes credited as paid up.
“Register”	..	The Register of Members.
“Seal”	..	The Common Seal of the Company or in appropriate cases the Official Seal or duplicate Common Seal.
“Secretary”	..	The Secretary or Secretaries appointed under these Articles and shall include any person entitled to perform the duties of Secretary temporarily.
“Singapore”	..	The Republic of Singapore.
“Special Resolution”	..	Has the meaning given in Section 184 of the Act.
“telecommunication system”	..	Has the meaning as in the Telecommunications Act (Chapter 323) or any statutory modification, amendment or re-enactment thereof for the time being in force.
“Writing” and “Written”	..	Includes printing, lithography, typewriting and any other mode of representing or reproducing words in a visible form, including electronic communication.
“Year”	..	Calendar Year.

     Words denoting the singular number only shall include the plural and vice versa.

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     Words denoting the masculine gender only shall include the feminine gender.

     Words denoting persons shall include corporations.

     Save as aforesaid, any word or expression used in the Act and the Interpretation Act, Cap. 1 shall, if not inconsistent with the subject or context, bear the same meaning in these Articles.

     The headnotes and marginal notes are inserted for convenience only and shall not affect the construction of these Articles.

BUSINESS

3. Subject to the provisions of the Act, any branch or kind of business may be undertaken by the Directors at such time or times as they shall think fit, and further may be suffered by them to be in abeyance, whether such branch or kind of business may have been actually commenced or not, so long as the Directors may deem it expedient not to commence or proceed with such branch or kind of business.

Any branch or kind of business may be undertaken by Directors.

PRIVATE COMPANY
4. The Company is a private company, and accordingly:
	(a)  the number of the Members of the Company (not including persons who are in the employment of the Company or of its subsidiary and persons who having been formerly in the employment of the Company or of its subsidiary were while in the employment and have continued after the determination of that employment to be Members of the Company) shall be limited to fifty Provided that for the purposes of this provision where two (2) or more persons hold one or more shares in the Company jointly they shall be treated as a single Member; and	Limited number of members and restrictions on the transfer of shares.
	(b)  the right to transfer the shares of the Company shall be restricted in the manner hereinafter appearing.

SHARES
5. The authorised capital of the Company is S$1,000,000.00 divided into 1,000,000 ordinary shares of S$1.00 each.	Authorised Share Capital.
6. Except as is otherwise expressly permitted by the Act, the Company shall not give, whether directly or indirectly and whether by means of the making of a loan, the giving of a guarantee, the provision of security, the release of an obligation or the release of a debt or otherwise, any financial assistance for the purpose of, or in connection with, the acquisition or proposed acquisition of shares or units of shares in the Company or its holding company.	Prohibition of dealing in its own shares.
7. Save as provided by Section 161 of the Act, no shares may be issued by the Directors without the prior approval of the Company in General Meeting but subject thereto and to the provisions of these Articles, the Directors may allot or grant options	Issue of Shares.

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over or otherwise dispose of the same to such persons on such terms and conditions and either at a premium or at par and (subject to the provisions of the Act) at a discount and at such time as the Company in General Meeting may approve.
8. The rights attached to shares issued upon special conditions shall be clearly defined in the Memorandum of Association or these Articles. Without prejudice to any special right previously conferred on the holders of any existing shares or class of shares but subject to the Act and these Articles, shares in the Company may be issued by the Directors and any such shares may be issued with such preferred, deferred, or other special rights or such restrictions, whether in regard to dividend, voting, return of capital or otherwise as the Directors determine.	Special Rights.
9. If at any time the share capital is divided into different classes, the rights attached to any class (unless otherwise provided by the terms of issue of the shares of that class) may subject to the provisions of the Act, whether or not the Company is being wound up, be varied or abrogated with the sanction of a Special Resolution passed at a separate General Meeting of the holders of shares of the class and to every such Special Resolution the provisions of Section 184 of the Act shall with such adaptations as are necessary apply. To every such separate General Meeting the provisions of these Articles relating to General Meetings shall mutatis mutandis apply; but so that the necessary quorum shall be two (2) persons (unless all the shares of the class are held by one person whereupon no quorum is applicable) at least holding or representing by proxy or by attorney one-third of the issued shares of the class and that any holder of shares of the class present in person or by proxy or by attorney may demand a poll Provided always that where the necessary majority for such a Special Resolution is not obtained at the Meeting, consent in writing if obtained from the holders of three-fourths of the issued shares of the class concerned, within two (2) months of the Meeting shall be as valid and effectual as a Special Resolution, carried at the Meeting.	Variation of rights.
10. The rights conferred upon the holders of the shares of any class issued with preferred or other rights shall, unless otherwise expressly provided by the terms of issue of the shares of that class or by these Articles as are in force at the time of such issue, be deemed to be varied by the creation or issue of further shares ranking equally therewith.	Creation or issue of further shares with special rights.
11. The Company may exercise the powers of paying commission conferred by the Act, provided that the rate per cent or the amount of the commission paid or agreed to be paid shall be disclosed in the manner required by the Act and the commission shall not exceed the rate of ten per cent of the price at which the shares in respect whereof the same is paid are issued or an amount equal to ten per cent of that price (as the case may be). Such commission may be satisfied by the payment of cash or the allotment of fully or partly paid shares or partly in one way and partly in the other. The Company may also on any issue of shares pay such brokerage as may be lawful.	Power to pay commission and brokerage.
12. If any shares of the Company are issued for the purpose of raising money to defray the expenses of the construction of any works or the provisions of any plant which cannot be made profitable for a long period, the Company may, subject to the conditions and restrictions mentioned in the Act pay interest on so much of the share capital as is for the time being paid up and may charge the same to capital as part of the cost of the construction or provision.	Power to charge interest on capital.
13. Except as required by law, no person shall be recognised by the Company as holding any share upon any trust and the Company shall not be bound by or compelled in any way to recognise (even when having notice thereof) any equitable, contingent, future or partial interest in any share or any interest in any fractional part of a share or (except only as by these Articles or by law otherwise provided) any other rights in respect of any share, except an absolute right to the entirety thereof in the registered holder.	Exclusion of equities.

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14. If two (2) or more persons are registered as joint holders of any share any one of such persons may give effectual receipts for any dividend payable in respect of such share and the joint holders of a share shall, subject to the provisions of the Act, be severally as well as jointly liable for the payment of all instalments and calls and interest due in respect of such shares. Such joint holders shall be deemed to be one Member and the delivery of a certificate for a share to one of several joint holders shall be sufficient delivery to all such holders.	Joint holders.
15. No person shall be recognised by the Company as having title to a fractional part of a share or otherwise than as the sole or a joint holder of the entirety of such share.	Fractional part of a share.
16. If by the conditions of allotment of any shares the whole or any part of the amount of the issue price thereof shall be payable by instalments every such instalment shall, when due, be paid to the Company by the person who for the time being shall be the registered holder of the share or his personal representatives, but this provision shall not affect the liability of any allottee who may have agreed to pay the same.	Payment of instalments.
17. The certificate of title to shares in the capital of the Company shall be issued under the Seal in such form as the Directors shall from time to time prescribe and shall bear the autographic or facsimile signatures of at least one Director and the Secretary or some other person appointed by the Directors, and shall specify the number and class of shares to which it relates and the amounts paid thereon. The facsimile signatures may be reproduced by mechanical or other means provided the method or system of reproducing signatures has first been approved by the Auditors of the Company.	Share certificates.
18. Every person whose name is entered as a Member in the Register shall be entitled within two (2) months after allotment or within one month after the lodgment of any transfer to one certificate for all his shares of any one class or to several certificates in reasonable denominations each for a part of the shares so allotted or transferred. Where a Member transfers part only of the shares comprised in a certificate or where a Member requires the Company to cancel any certificate or certificates and issue new certificates for the purpose of subdividing his holding in a different manner the old certificate or certificates shall be cancelled and a new certificate or certificates for the balance of such shares issued in lieu thereof and the Member shall pay a fee not exceeding $2/- for each such new certificate as the Directors may determine.	Entitlement to certificates.
19. If any certificate or other document of title to shares or debentures be worn out or defaced, then upon production thereof to the Directors, they may order the same to be cancelled and may issue a new certificate in lieu thereof. For every certificate so issued there shall be paid to the Company the amount of the proper duty, if any, with which such certificate is chargeable under any law for the time being in force relating to stamps together with a further fee not exceeding $2/- as the Directors may determine. Subject to the provisions of the Act and the requirements of the Directors thereunder, if any certificate or document be lost or destroyed or stolen, then upon proof thereof to the satisfaction of the Directors and on such indemnity as the Directors deem adequate being given, and on the payment of the amount of the proper duty with which such certificate or document is chargeable under any law for the time being in force relating to stamps together with a further fee not exceeding $2/- as the Directors may determine, a new certificate or document in lieu thereof shall be given to the person entitled to such lost or destroyed or stolen certificate or document.	New certificates may be issued.

RESTRICTION ON TRANSFER OF SHARES
20. Subject to the restrictions of these Articles, any Member may transfer all or any	Form of Transfer.

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of his shares, but every transfer must be in writing and in the usual common form, or in any other form which the Directors may approve. The instrument of transfer of a share shall be signed both by the transferor and by the transferee, and by the witness or witnesses thereto and the transferor shall be deemed to remain the holder of the share until the name of the transferee is entered in the Register in respect thereof. Shares of different classes shall not be comprised in the same instrument of transfer.
21. All instruments of transfer which shall be registered shall be retained by the Company, but any instrument of transfer which the Directors may refuse to register shall (except in any case of fraud) be returned to the party presenting the same.	Retention of Transfers.
22. No share shall in any circumstances be transferred to any infant or bankrupt or person of unsound mind.	Infant, bankrupt or unsound mind.
23. The Directors may, in their absolute discretion, decline to register any transfer of shares on which the Company has a lien or to a person of whom they do not approve but shall in such event, within one month after the date on which the transfer was lodged with the Company, send to the transferor and transferee notice of the refusal. If the Directors refuse to register a transfer they shall within one month of the date of application for the transfer by notice in writing to the applicant state the facts which are considered to justify the refusal to register the transfer.	Directors’ power to decline to register.

24. The Directors may decline to register any instrument of transfer unless:		Instrument of transfer.
	(a)  such fee not exceeding $2/- or such other sum as the Directors may from time to time require under the provisions of these Articles, is paid to the Company in respect thereof; and
	(b)   the instrument of transfer is deposited at the Office or at such other place (if any) as the Directors may appoint accompanied by the certificates of the shares to which it relates and such other evidence as the Directors may reasonably require to show the right of the transferor to make the transfer and, if the instrument of transfer is executed by some other person on his behalf, the authority of the person so to do.

25. The Company shall provide a book to be called “Register of Transfers” which shall be kept under the control of the Directors, and in which shall be entered the particulars of every transfer of shares.	Register of Transfers.
26. The Register may be closed at such times and for such periods as the Directors may from time to time determine not exceeding in the whole thirty days in any year.	Closure of Register.

TRANSMISSION OF SHARES

27. In case of the death of a Member, the survivor or survivors, where the deceased was a joint holder, and the executors or administrators of the deceased, where he was a sole or only surviving holder, shall be the only persons recognised by the Company as having any title to his interest in the shares, but nothing herein shall release the estate of a deceased Member (whether sole or joint) from any liability in respect of any share held by him.

Transmission on death.

28. Any person becoming entitled to a share in consequence of the death or bankruptcy of any Member may, upon producing such evidence of title as the Directors shall require, be registered himself as holder of the share upon giving to the Company notice in writing of such his desire or transfer such share to some other person. If the person so becoming entitled shall elect to be registered himself, he shall deliver or send

Persons becoming entitled on death or bankruptcy of Member may be registered.

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to the Company a notice in writing signed by him stating that he so elects. If he shall elect to have another person registered he shall testify his election by executing to that person a transfer of the share. All the limitations, restrictions and provisions of these Articles relating to the right to transfer and the registration of transfers shall be applicable to any such notice or transfer as aforesaid as if the death or bankruptcy of the Member had not occurred and the notice or transfer were a transfer executed by such Member.
29. Save as otherwise provided by or in accordance with these Articles a person becoming entitled to a share in consequence of the death or bankruptcy of a Member shall be entitled to the same dividends and other advantages to which he would be entitled if he were the registered holder of the share except that he shall not be entitled in respect thereof to exercise any right conferred by membership in relation to Meetings of the Company until he shall have been registered as a Member in respect of the share.	Rights of unregistered executors and trustees.
30. There shall be paid to the Company in respect of the registration of any probate, letters of administration, certificate of marriage or death, power of attorney or other document relating to or affecting the title to any shares, such fee not exceeding $2/- as the Directors may from time to time require or prescribe.	Fee for registration of probate etc.

CALLS ON SHARES
31. The Directors may from time to time make such calls as they think fit upon the Members in respect of any moneys unpaid on their shares (whether on account of the nominal value of the shares or by way of premium) and not by the terms of the issue thereof made payable at fixed times, and each Member shall (subject to receiving at least fourteen days’ notice specifying the time or times and place of payment) pay to the Company at the time or times and place so specified the amount called on his shares. A call may be revoked or postponed as the Directors may determine.	Calls on shares.
32. A call shall be deemed to have been made at the time when the resolution of the Directors authorising the call was passed and may be made payable by instalments.	Time when made.
33. If a sum called in respect of a share is not paid before or on the day appointed for payment thereof, the person from whom the sum is due shall pay interest on the sum due from the day appointed for payment thereof to the time of actual payment at such rate not exceeding ten per cent per annum as the Directors determine, but the Directors shall be at liberty to waive payment of such interest wholly or in part.	Interest on calls.
34. Any sum (whether on account of the nominal value of the share or by way of premium) which by the terms of issue of a share becomes payable upon allotment or at any fixed date, shall for all purposes of these Articles be deemed to be a call duly made and payable on the date, on which, by the terms of issue, the same becomes payable, and in case of non-payment all the relevant provisions of the Articles as to payment of interest and expenses, forfeiture or otherwise shall apply as if such sum had become payable by virtue of a call duly made and notified.	Sum due on allotment.
35. The Directors may on the issue of shares differentiate between the holders as to the amount of calls to be paid and the times of payments.	Power to differentiate.
36. The Directors may, if they think fit, receive from any Member willing to advance the same all or any part of the moneys (whether on account of the nominal value of the shares or by way of premium) uncalled and unpaid upon the shares held by him and such payments in advance of calls shall extinguish, so far as the same shall extend, the liability upon the shares in respect of which it is made, and upon the moneys so received	Payment in advance on calls.

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or so much thereof as from time to time exceeds the amount of the calls then made upon the shares concerned the Company may pay interest at such rate not exceeding ten per cent per annum as the Member paying such sum and the Directors agree upon.

FORFEITURE AND LIEN

37. If any Member fails to pay in full any call or instalment of a call on the day appointed for payment thereof, the Directors may at any time thereafter serve a notice on such Member requiring payment of so much of the call or instalment as is unpaid together with any interest and expenses which may have accrued.	Notice requiring payment of calls.
38. The notice shall name a further day (not being less than fourteen days from the date of service of the notice) on or before which and the place where the payment required by the notice is to be made, and shall state that in the event of non-payment in accordance therewith the shares on which the call was made will be liable to be forfeited.	Notice to state time and place.
39. If the requirements of any such notice as aforesaid are not complied with, any share in respect of which such notice has been given may at any time thereafter, before payment of all calls and interest and expenses due in respect thereof be forfeited by a resolution of the Directors to that effect. Such forfeiture shall include all dividends declared in respect of the forfeited share and not actually paid before the forfeiture. The Directors may accept a surrender of any share liable to be forfeited hereunder.	Forfeiture on non-compliance with notice.
40. A share so forfeited or surrendered shall become the property of the Company and may be sold, re-allotted or otherwise disposed of either to the person who was before such forfeiture or surrender the holder thereof or entitled thereto, or to any other person, upon such terms and in such manner as the Directors shall think fit, and at any time before a sale, re-allotment or disposition the forfeiture or surrender may be cancelled on such terms as the Directors think fit. To give effect to any such sale, the Directors may, if necessary, authorise some person to transfer a forfeited or surrendered share to any such person as aforesaid.	Sale of shares forfeited.
41. A Member whose shares have been forfeited or surrendered shall cease to be a Member in respect of the shares, but shall notwithstanding the forfeiture or surrender remain liable to pay to the Company all moneys which at the date of forfeiture or surrender were payable by him to the Company in respect of the shares with interest thereon at ten per cent per annum (or such lower rate as the Directors may approve) from the date of forfeiture or surrender until payment, but such liability shall cease if and when the Company receives payment in full of all such money in respect of the shares and the Directors may waive payment of such interest either wholly or in part.	Rights and liabilities of Members whose shares have been forfeited or surrendered.
42. The Company shall have a first and paramount lien and charge on every share (not being a fully paid share) registered in the name of each Member (whether solely or jointly with others) and on the dividends declared or payable in respect thereof for all calls and instalments due on any such share and interest and expenses thereon but such lien shall only be upon the specific shares in respect of which such calls or instalments are due and unpaid and on all dividends from time to time declared in respect of the shares. The Directors may resolve that any share shall for some specified period be exempt from the provisions of this Article.	Company’s lien.
43. The Company may sell in such manner as the Directors think fit any share on which the Company has a lien, but no sale shall be made unless some sum in respect of which the lien exists is presently payable nor until the expiration of fourteen days after notice in writing stating and demanding payment of the sum payable and giving notice of intention to sell in default, shall have been given to the registered holder for the time being of the share or the person entitled thereto by reason of his death or bankruptcy. To give effect to any such sale, the Directors may authorise some person to transfer the shares sold to the purchaser thereof.	Sale of shares subject to lien.

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44. The proceeds of the sale shall be received by the Company and applied in payment of such part of the amount in respect of which the lien exists as is presently payable and the residue, if any, shall (subject to a like lien for sums not presently payable as existed upon the shares before the sale) be paid to the person entitled to the shares at the date of the sale.

Application of proceeds of such sales.

45. A statutory declaration in writing that the declarant is a Director of the Company and that a share has been duly forfeited or surrendered or sold to satisfy a lien of the Company on a date stated in the declaration shall be conclusive evidence of the facts stated therein as against all persons claiming to be entitled to the share, and such declaration and the receipt of the Company for the consideration (if any) given for the share on the sale, re-allotment or disposal thereof together with the certificate of proprietorship of the share under Seal delivered to a purchaser or allottee thereof shall (subject to the execution of a transfer if the same be required) constitute a good title to the share and the person to whom the share is sold, re-allotted or disposed of shall be registered as the holder of the share and shall not be bound to see to the application of the purchase money (if any) nor shall his title to the share be affected by any irregularity or invalidity in the proceedings in reference to the forfeiture, surrender, sale, re-allotment or disposal of the share.

Title to shares forfeited or surrendered or sold to satisfy a lien.

ALTERATION OF CAPITAL

46. The Company in General Meeting may from time to time by Ordinary Resolution, whether all the shares for the time being authorised shall have been issued or all the shares for the time being issued shall have been fully called up or not, increase its capital by the creation of new shares of such amount as may be deemed expedient.	Power to increase capital.
47. Subject to any special rights for the time being attached to any existing class of shares, the new shares shall be issued upon such terms and conditions and with such rights and privileges annexed thereto as the General Meeting resolving upon the creation thereof shall direct and if no direction be given as the Directors shall determine subject to the provisions of these Articles and in particular (but without prejudice to the generality of the foregoing) such shares may be issued with a preferential or qualified right to dividends and in the distribution of assets of the Company or otherwise.	Rights and privileges of new shares.
48. Unless otherwise determined by the Company in General Meeting any original shares for the time being unissued and any new shares from time to time to be created shall before issue be offered in the first instance and either at par or at a premium to all the then holders of any class of shares in proportion as nearly as may be to the amount of capital held by them. In offering such shares in the first instance to all the then holders of any class of shares the offer shall be made by notice specifying the number of shares offered and limiting the time within which the offer if not accepted will be deemed to be declined and after the expiration of that time or on the receipt of an intimation from the person to whom the offer is made that he declines to accept the shares offered, the Directors may dispose of those shares in such manner as they think most beneficial to the Company and the Directors may dispose of or not issue any such shares which by reason of the proportion borne by them to the number of holders entitled to any such offer or by reason of any other difficulty in apportioning the same cannot, in the opinion of the Directors, be conveniently offered under this Article.	Issue of new shares to Members.
49. Except so far as otherwise provided by the conditions of issue or by these Articles all new shares shall be subject to the provisions of these Articles with reference to allotments, payment of calls, lien, transfer, transmission, forfeiture and otherwise.	New shares otherwise subject to provisions of Articles.

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50. The Company may by Ordinary Resolution -
	(a) consolidate and divide all or any of its share capital into shares of larger amount than its existing shares;	Power to consolidate, cancel and subdivide shares.
	(b) cancel any shares which, at the date of the passing of the resolution, have not been taken or agreed to be taken by any person or which have been forfeited and diminish the amount of its share capital by the amount of the shares so cancelled;
	(c) subdivide its shares or any of them into shares of a smaller amount than is fixed by the Memorandum of Association (subject nevertheless to the provisions of the Act) provided always that in such subdivision the proportion between the amount paid and the amount (if any) unpaid on each reduced share shall be the same as it was in the case of the share from which the reduced share is derived; and
	(d) subject to the provisions of these Articles and the Act, convert any class of shares into any other class of shares.

51. (a)   The Company may by Special Resolution reduce its share capital, any capital redemption reserve fund or share premium account in any manner and with and subject to any incident authorised and consent required by law.

Power to reduce capital.

(b)  Subject to and in accordance with the provisions of the Act, the Company may authorise the Directors in General Meeting to purchase or otherwise acquire ordinary shares issued by it on such terms as the Company may think fit and in the manner prescribed by the Act. All shares purchased by the Company shall be cancelled. The amount of the Company’s issued share capital which is diminished on cancellation of the shares purchased shall be transferred to the Company’s capital redemption reserve.

STOCK

52. The Company may by Ordinary Resolution convert any paid up shares into stock and may from time to time by like resolution reconvert any stock into paid up shares of any denomination.	Power to convert into stock.
53. The holders of stock may transfer the same or any part thereof in the same manner and subject to the same Articles as and subject to which the shares from which the stock arose might previously to conversion have been transferred or as near thereto as circumstances admit but no stock shall be transferable except in such units as the Directors may from time to time determine, provided that such units shall not be greater than the nominal amount of the shares from which the stock arose.	Transfer of stock.
54. The holders of stock shall, according to the amount of stock held by them, have the same rights, privileges and advantages as regards dividend, return of capital, voting and other matters, as if they held the shares from which the stock arose; but no such privilege or advantage (except as regards dividend and return of capital and the assets on winding up) shall be conferred by any such aliquot part of stock which would not if existing in shares have conferred that privilege or advantage; and no such conversion shall affect or prejudice any preference or other special privileges attached to the shares so converted.	Rights of shareholders.
55. All such of the provisions of these Articles as are applicable to paid up shares	Interpretation

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shall apply to stock and the words “share” and “shareholder” or similar expressions herein shall include “stock” or “stockholder”.

GENERAL MEETINGS
56.    (a) Subject to the provisions of the Act and Article 56A hereof, the Company shall in each year hold a general meeting as its Annual General Meeting in addition to any other meetings in that year and not more than fifteen months shall elapse between the date of one Annual General Meeting of the Company and that of the next. Provided that so long as the Company holds its First Annual General Meeting within eighteen months of its incorporation, it need not hold it in the year of its incorporation or in the following year.	Annual General Meeting.
(b) All General Meetings other than Annual General Meetings shall be called Extraordinary General Meetings.	Extraordinary General Meetings.
(c) The time and place of any General Meeting shall be determined by the Directors.	Time and place.
56A.   (a) The Company shall dispense with the holding of Annual General Meetings in accordance with the provisions of the Act if a resolution to this effect is passed at a General Meeting by all Members as, being entitled to do so, vote in person or by proxy present at the General Meeting.	Dispensation of Annual General Meetings.
(b) Notwithstanding a resolution referred to in Article 56A(a) being passed to dispense with the holding of Annual General Meetings, any Member may by notice given to the Company in accordance with the requirements of the Act require an Annual General Meeting to be held for that year. The Company shall proceed to convene the Annual General Meeting in accordance with these Articles but shall not be required to convene Annual General Meetings for the subsequent years unless a notice by a Member to require the Company to do so has been received.
(c) Where a resolution referred to in Article 56A(a) has been passed to dispense with the holding of Annual General Meetings, any reference in the Act to a deed, act or thing which is required to be done in Annual General Meetings shall be regarded as being done if a resolution or resolutions of the Members has or have been passed by written means in accordance with these Articles to the effect that such deed, act or thing has been done, and any reference in the Act to the date or conclusion of an Annual General Meeting shall, unless an Annual General Meeting is held, be regarded as the date of expiry of the period within which the Annual General Meeting is required by law to be held.

57.      The Directors may, whenever they think fit, convene an Extraordinary General Meeting and Extraordinary General Meetings shall also be convened on such requisition or, in default, may be convened by such requisitionists, as provided by Section 176 of the Act. If at any time there are not within Singapore sufficient Directors capable of acting to form a quorum at a meeting of Directors, any Director may convene an Extraordinary General Meeting in the same manner as nearly as possible as that in which meetings may be convened by the Directors. Calling Extraordinary General Meetings.

NOTICE OF GENERAL MEETINGS
58.      Subject to the provisions of the Act as to special notice, at least fourteen (14) days’ notice in writing (exclusive both of the day on which the notice is served or deemed to be served and of the day for which the notice is given) of every General Meeting shall	Notice of Meetings.

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be given in the manner hereinafter mentioned to such persons (including the Auditors) as are under the provisions herein contained entitled to receive notice from the Company. Provided that a General Meeting notwithstanding that it has been called by a shorter notice than that specified above shall be deemed to have been duly called if it is so agreed -
	(a)  in the case of an Annual General Meeting by all the Members entitled to attend and vote thereat; and
	(b)  in the case of an Extraordinary General Meeting by that number or majority in number of the Members having a right to attend and vote thereat as is required by the Act.

59.     (a) Every notice calling a General Meeting shall specify the place and the day and hour of the Meeting, and there shall appear with reasonable prominence in every such notice a statement that a Member entitled to attend and vote is entitled to appoint a proxy to attend and to vote instead of him and that a proxy need not be a Member of the Company.	Contents of notice.
(b) In the case of an Annual General Meeting, the notice shall also specify the Meeting as such.
(c) In the case of any General Meeting at which business other than routine business is to be transacted, the notice shall specify the general nature of the business; and if any resolution is to be proposed as a Special Resolution or as requiring special notice, the notice shall contain a statement to that effect.

60. Routine business shall mean and include only business transacted at an Annual General Meeting of the following classes, that is to say:		Routine Business.
	(a)  Declaring dividends;
	(b)  Reading, considering and adopting the balance sheet, the reports of the Directors and Auditors, and other accounts and documents required to be annexed to the balance sheet;
	(c)  Appointing Auditors and fixing the remuneration of Auditors or determining the manner in which such remuneration is to be fixed; and
	(d)  Fixing the remuneration of the Directors proposed to be paid under Article 87.

PROCEEDINGS AT GENERAL MEETINGS

61. Where there are two (2) or more Members of the Company, no business shall be transacted at any General Meeting unless two (2) Members are present to form a quorum. In the event of a corporation being beneficially entitled to the whole of the issued capital of the Company or there being only one Member of the Company, one person representing such corporation or the sole Member shall be a quorum and shall be deemed to constitute a Meeting and, if applicable, the provisions of Section 179 of the Act shall apply. For the purpose of this Article, “Member” includes a person attending by proxy or by attorney or as representing a corporation which is a Member.

Quorum.

62. If within half an hour from the time appointed for the Meeting a quorum is not present, the Meeting if convened on the requisition of Members shall be dissolved. In any other case it shall stand adjourned to the same day in the next week at the same time and place, or to such other day and at such other time and place as the Directors

Adjournment if quorum not present.

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may determine, and if at such adjourned Meeting a quorum is not present within fifteen minutes from the time appointed for holding the Meeting, the Meeting shall be dissolved. No notice of any such adjournment as aforesaid shall be required to be given to the Members.
63. The Chairman of the Board of Directors shall preside as Chairman at every General Meeting. If there be no such Chairman or if at any Meeting he be not present within fifteen minutes after the time appointed for holding the Meeting or be unwilling to act, the Members present shall choose some Director to be Chairman of the Meeting or, if no Director be present or if all the Directors present decline to take the Chair, one of their number present, to be Chairman.	Chairman.
64. The Chairman may, with the consent of any Meeting at which a quorum is present (and shall if so directed by the Meeting) adjourn the Meeting from time to time and from place to place, but no business shall be transacted at any adjourned Meeting except business which might lawfully have been transacted at the Meeting from which the adjournment took place. When a Meeting is adjourned for thirty days or more, notice of the adjourned Meeting shall be given as in the case of the original Meeting. Save as aforesaid, it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned Meeting.	Adjournment.
65. At any General Meeting a resolution put to the vote of the Meeting shall be decided on a show of hands unless a poll be (before or on the declaration of the result of the show of hands) demanded by at least one Member present in person or by proxy or by attorney or in the case of a corporation by a representative and entitled to vote thereat Provided always that no poll shall be demanded on the election of a Chairman or on a question of adjournment. Unless a poll be so demanded (and the demand be not withdrawn) a declaration by the Chairman that a resolution has been carried or carried unanimously or by a particular majority or lost and an entry to that effect in the minute book shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against the resolution. A demand for a poll may be withdrawn.	Method of voting.
66. If a poll be duly demanded (and the demand be not withdrawn) it shall be taken in such manner (including the use of ballot or voting papers or tickets) as the Chairman may direct and the result of a poll shall be deemed to be the resolution of the Meeting at which the poll was demanded. The Chairman may, and if so requested shall, appoint scrutineers and may adjourn the Meeting to some place and time fixed by him for the purpose of declaring the result of the poll.	Taking a poll.
67. If any votes be counted which ought not to have been counted or might have been rejected, the error shall not vitiate the result of the voting unless it be pointed out at the same Meeting or at any adjournment thereof and not in any case unless it shall in the opinion of the Chairman be of sufficient magnitude.	Votes counted in error.
68. In the case of equality of votes, whether on a show of hands or on a poll, the Chairman of the Meeting at which the show of hands takes place or at which the poll is demanded shall not be entitled to a casting vote.	Chairman’s casting vote.
69. A poll demanded on any question shall be taken either immediately or at such subsequent time (not being more than thirty days from the date of the Meeting) and place as the Chairman may direct. No notice need be given of a poll not taken immediately.	Time for taking a poll.
70. The demand for a poll shall not prevent the continuance of a Meeting for the transaction of any business, other than the question on which the poll has been demanded.

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VOTES OF MEMBERS
71. Subject to these Articles and to any special rights or restrictions as to voting attached to any class of shares hereinafter issued on a show of hands every Member who is present in person or by proxy or attorney or in the case of a corporation by a representative shall have one vote and on a poll every such Member shall have one vote for every share of which he is the holder.	Voting rights of Members.
72. Where there are joint registered holders of any share any one of such persons may vote and be reckoned in a quorum at any Meeting either personally or by proxy or by attorney or in the case of a corporation by a representative as if he were solely entitled thereto and if more than one of such joint holders be so present at any Meeting that one of such persons so present whose name stands first in the Register in respect of such share shall alone be entitled to vote in respect thereof. Several executors or administrators of a deceased Member in whose name any share stands shall for the purpose of this Article be deemed joint holders thereof.	Voting rights of joint holders.
73. A Member of unsound mind or whose person or estate is liable to be dealt with in any way under the law relating to mental disorders may vote whether on a show of hands or on a poll by his committee, curator bonis or such other person as properly has the management of his estate and any such committee, curator bonis or other person may vote by proxy or attorney, provided that such evidence as the Directors may require of the authority of the person claiming to vote shall have been deposited at the Office not less than forty eight hours before the time appointed for holding the Meeting.	Voting rights of Members of unsound mind.
74. Subject to the provisions of these Articles every Member shall be entitled to be present and to vote at any General Meeting either personally or by proxy or by attorney or in the case of a corporation by a representative and to be reckoned in a quorum in respect of shares fully paid and in respect of partly paid shares where calls are not due and unpaid.	Right to vote.
75. No objection shall be raised to the qualification of any voter except at the Meeting or adjourned Meeting at which the vote objected to is given or tendered and every vote not disallowed at such Meeting shall be valid for all purposes. Any such objection made in due time shall be referred to the Chairman of the Meeting whose decision shall be final and conclusive.	Objections.
76. On a poll votes may be given either personally or by proxy or by attorney or in the case of a corporation by its representative and a person entitled to more than one vote need not use all his votes or cast all the votes he uses in the same way.	Votes on a poll.

77. An instrument appointing a proxy shall be in writing and:
	(a) in the case of an individual shall be signed by the appointor or by his attorney; and	Appointment of proxies.
	(b) in the case of a corporation shall be either under the common seal or signed by its attorney or by an officer on behalf of the corporation.

The Directors may, but shall not be bound to, require evidence of the authority of any such attorney or officer.
78. A proxy need not be a Member of the Company.	Proxy need not be a Member.

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79. An instrument appointing a proxy or the power of attorney or other authority, if any, must be left at the Office or such other place (if any) as is specified for the purpose in the notice convening the Meeting not less than forty eight hours before the time appointed for the holding of the Meeting or adjourned Meeting (or in the case of a poll before the time appointed for the taking of the poll) at which it is to be used and in default shall not be treated as valid unless the Directors otherwise determine.	Deposit of proxies.
80. An instrument appointing a proxy shall be in the following form with such variations if any as circumstances may require or in such other form as the Directors may accept and shall be deemed to include the right to demand or join in demanding a poll:	Form of proxies.
“ ARGOS GENERAL IP (SINGAPORE) PTE. LTD.”
“I/We, of a Member/Members of the abovenamed Company hereby appoint of or whom failing of to vote for me/us and on my/our behalf at the (Annual, Extraordinary or Adjourned, as the case may be) General Meeting of the Company to be held on the       day of                 and at every adjournment thereof.”
“As Witness my hand this          day of                       ..”
An instrument appointing a proxy shall, unless the contrary is stated thereon, be valid as well for any adjournment of the Meeting as for the Meeting to which it relates and need not be witnessed.
81. A vote given in accordance with the terms of an instrument of proxy (which for the purposes of these Articles shall also include a power of attorney) shall be valid notwithstanding the previous death or insanity of the principal or revocation of the proxy, or of the authority under which the proxy was executed or the transfer of the share in respect of which the proxy is given, provided that no intimation in writing of such death, insanity, revocation or transfer shall have been received by the Company at the Office (or such other place as may be specified for the deposit of instruments appointing proxies) before the commencement of the Meeting or adjourned Meeting (or in the case of a poll before the time appointed for the taking of the poll) at which the proxy is used.	Intervening death or insanity of principal not to revoke proxy.
82. Any corporation which is a Member of the Company may by resolution of its directors or other governing body authorise such person as it thinks fit to act as its representative at any Meeting of the Company or of any class of Members of the Company and the person so authorised shall be entitled to exercise the same powers on behalf of the corporation as the corporation could exercise if it were an individual Member of the Company.	Corporations acting by representatives.
SHAREHOLDERS’ RESOLUTIONS BY WRITTEN MEANS
83. Save for a resolution referred to in Article 56A to dispense with the convening of Annual General Meetings or a resolution for which special notice is required under the Act, any resolution required to be passed by the Members of the Company in General Meeting may be passed by written means in accordance with the provisions of Sections	Passing Shareholders’ Resolutions by Written Means

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184A to 184F of the Act and these Articles. Where a resolution is deemed to be duly passed by written means, the requirements as to the procedures in these Articles concerning the giving of notice of General Meetings, proceedings of such General Meetings and voting by Members at such General Meetings shall be deemed to be satisfied.

83A. A Special Resolution is passed by written means if the resolution indicates that it is a Special Resolution and it has been formally agreed on any date by one or more Members who on that date represent at least seventy-five per cent. (75%) of the total voting rights of all Members who on that date would have the right to vote on that resolution had a General Meeting been convened. An Ordinary Resolution is passed by written means if the resolution does not indicate that it is a Special Resolution and it has been formally agreed on any date by one or more Members who on that date represent a majority of the total voting rights of all Members who on that date would have the right to vote on that resolution at a General Meeting had a General Meeting been convened. For the avoidance of doubt, the requisite number of Members need not give their formal agreement to any Special Resolution or Ordinary Resolution on a single day.

83B. For the purpose of Article 83A, a resolution is formally agreed by a Member if:-

(a) the Company receives from the Member (or his proxy) a document that (i) is given to the Company in legible form or a permitted alternative form; (ii) indicates the Member’s agreement (or agreement on his behalf) to the resolution; and (iii) includes the text of the resolution or otherwise makes clear that it is that resolution that is being agreed to; and

(b) the Member (or his proxy) had a legible text of the resolution before giving that document.

In this Article 83B and also for the purpose of Article 83D, something is “in legible form or a permitted alternative form” if, and only if, it is sent or otherwise supplied (aa) in a form (such as paper document) that is legible before being sent or otherwise supplied and does not change form during that process or (bb) through electronic communication.

83C. A resolution of the Company may only be passed by written means if agreement was first sought by the Directors in accordance with Article 83D or under the circumstances described in Section 184B(1)(a)(ii) of the Act. For the avoidance of doubt, other than the requirements stated in Articles 83 to 83G hereof, there is no other condition in the Memorandum of Association or these Articles relating to the passing of resolutions by written means that needs to be satisfied.

83D. In seeking the agreement of the Members to pass any resolution by written means, the Directors shall send to each Member who would have the right to vote on that resolution had a General Meeting been convened, a copy of the text of the resolution in legible form or a permitted alternative form. As far as practicable, the Directors shall send the text of the resolution as respects every Member at the same time and without delay, and the provisions of Section 184C of the Act shall apply.

83E. Any Member who represents at least five per cent. (5%) of the total voting rights of all Members would have the right to vote on that resolution had a General Meeting been convened, may within seven (7) days after receiving the text of the resolution sent pursuant to Article 83D or the documents referred to in Section 183(3A) of the Act, as the case may be, give notice to the Company requiring that a General Meeting be convened for the purpose of considering, and if thought fit, passing the resolution. Upon receipt of such a notice, the Directors shall proceed to convene a General Meeting in accordance with Articles 58 to 70 hereof.

83F. Where a resolution of the Members is passed by written means, the Company

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shall notify every Member that the resolution has been passed within fifteen (15) days from the date on which a Director or Company Secretary first becomes aware that the resolution has been passed. The Company shall cause a record of the resolution passed by written means and the indication of each Member’s agreement (or agreement on his behalf) to be entered in a book in the like manner for recording proceedings of General Meetings in the minute book. Any such record, if purporting to be signed by a Director or the Company Secretary shall be evidence of the proceedings in passing the resolution, and until the contrary is proved, the record shall also be evidence that the requirements of the Act with respect to the proceedings in passing the resolution have been complied with.
83G. Notwithstanding anything in these Articles, where there is only one Member of the Company, a resolution passed by written means may be passed by the Member recording the resolution and signing the record.
DIRECTORS
84. Subject to the other provisions of Section 145 of the Act, the Company shall have at least one Director being a natural person of full age and capacity who is ordinarily resident in Singapore and unless otherwise determined by a General Meeting, there shall be no maximum number of Directors holding office at any time.	Number of Directors.
85. The first Director of the Company is Jeswant Singh s/o Darshan Singh.	First Director.
86. A Director need not be a Member and shall not be required to hold any share qualification unless and until otherwise determined by the Company in General Meeting but shall be entitled to attend and speak at General Meetings. Where the Company only has one Member, the sole Member may also be the sole Director of the Company provided that the requirements in Article 84 are complied with.	Qualification.
87. Subject to Section 169 of the Act, the remuneration of the Directors shall be determined from time to time by the Company in General Meeting, and shall be divisible among the Directors in such proportions and manner as they may agree and in default of agreement equally, except that in the latter event any Director who shall hold office for part only of the period in respect of which such remuneration is payable shall be entitled only to rank in such division for the proportion of remuneration related to the period during which he has held office.	Remuneration of Directors.
88. The Directors shall be entitled to be repaid all travelling or such reasonable expenses as may be incurred in attending and returning from meetings of the Directors or of any committee of the Directors or General Meetings or otherwise howsoever in or about the business of the Company in the course of the performance of their duties as Directors.	Travelling expenses.
89. Any Director who is appointed to any executive office or serves on any committee or who otherwise performs or renders services, which in the opinion of the Directors are outside his ordinary duties as a Director, may, subject to Section 169 of the Act, be paid such extra remuneration as the Directors may determine.	Extra Remuneration.

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90. (a) Other than the office of Auditor, a Director may hold any other office or place of profit under the Company and he or any firm of which he is a member may act in a professional capacity for the Company in conjunction with his office of Director for such period and on such terms (as to remuneration and otherwise) as the Directors may determine. Subject to the Act, no Director or intending Director shall be disqualified by his office from contracting or entering into any arrangement with the Company either as vendor, purchaser or otherwise nor shall such contract or arrangement or any contract or arrangement entered into by or on behalf of the Company in which any Director shall be in any way interested be avoided nor shall any Director so contracting or being so interested be liable to account to the Company for any profit realised by any such contract or arrangement by reason only of such Director holding that office or of the fiduciary relation thereby established.	Power of Directors to hold office of profit and to contract with Company.
(b) Every Director shall observe the provisions of Section 156 of the Act relating to the disclosure of the interests of the Directors in transactions or proposed transactions with the Company or of any office or property held by a Director which might create duties or interests in conflict with his duties or interests as a Director. Subject to such disclosure, a Director shall be entitled to vote in respect of any transaction or arrangement in which he is interested and he shall be taken into account in ascertaining whether a quorum is present.	Directors to observe Section 156 of the Act.
91. (a) A Director may be or become a director of or hold any office or place of profit (other than as Auditor) or be otherwise interested in any company in which the Company may be interested as vendor, purchaser, shareholder or otherwise and unless otherwise agreed shall not be accountable for any fees, remuneration or other benefits received by him as a director or officer of or by virtue of his interest in such other company.	Holding of office in other companies.
(b) The Directors may exercise the voting power conferred by the shares in any company held or owned by the Company in such manner and in all respects as the Directors think fit in the interests of the Company (including the exercise thereof in favour of any resolution appointing the Directors or any of them to be directors of such company or voting or providing for the payment of remuneration to the directors of such company) and any such Director of the Company may vote in favour of the exercise of such voting powers in the manner aforesaid notwithstanding that he may be or be about to be appointed a director of such other company.	Directors may exercise voting power conferred by Company’s shares in another company.
APPOINTMENT AND REMOVAL OF DIRECTORS
92. The Directors shall have power at any time and from time to time to appoint any person to be a Director either to fill a casual vacancy or as an additional Director but so that the total number of Directors shall not at any time exceed the maximum number, if any, fixed by or in accordance with these Articles.	Directors’ power to fill casual vacancies and to appoint additional Director.
93. The Company may by Ordinary Resolution remove any Director before the expiration of his period of office, notwithstanding anything in these Articles or in any agreement between the Company and such Director.	Removal of Directors.
94. The Company may by Ordinary Resolution appoint another person in place of a Director removed from office under the immediately preceding Article.	Appointment in place of Director removed.

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MANAGING DIRECTORS
95. The Directors may from time to time appoint one or more of their body to be Managing Director or Managing Directors of the Company and may from time to time (subject to the provisions of any contract between him or them and the Company) remove or dismiss him or them from office and appoint another or others in his or their places.	Appointment of Managing Directors.
96. A Managing Director shall subject to the provisions of any contract between him and the Company be subject to the same provisions as to resignation and removal as the other Directors of the Company and if he ceases to hold the office of Director from any cause he shall ipso facto and immediately cease to be a Managing Director.	Resignation and removal of Managing Director.
97. Subject to Section 169 of the Act, the remuneration of a Managing Director shall from time to time be fixed by the Directors and may subject to these Articles be by way of salary or commission or participation in profits or by any or all of these modes.	Remuneration of Managing Director.
98. The Directors may from time to time entrust to and confer upon a Managing Director for the time being such of the powers exercisable under these Articles by the Directors as they may think fit and may confer such powers for such time and to be exercised on such terms and conditions and with such restrictions as they think expedient and they may confer such powers either collaterally with or to the exclusion of and in substitution for all or any of the powers of the Directors in that behalf and may from time to time revoke withdraw alter or vary all or any of such powers.	Powers of Managing Director.
VACATION OF OFFICE OF DIRECTOR
99. The office of a Director shall be vacated in any one of the following events, namely -	Vacation of office of Director.
(a)    if he becomes prohibited from being a Director by reason of any order made under the Act;
(b)    if he ceases to be a Director by virtue of any of the provisions of the Act or these Articles;
(c)    subject to Section 145 of the Act, if he resigns by writing under his hand left at the Office;
(d)    if he has a receiving order made against him or suspend payments or compound with his creditors generally;
(e)    if he be found lunatic or become of unsound mind; or
(f)     if he be absent from meetings of the Directors for a continuous period of six months without leave from the Directors and the Directors resolve that his office be vacated.
ALTERNATE DIRECTORS
100. (a) Any Director may at any time by writing under his hand and deposited at the Office or by telefax, telex or by cable sent to the Secretary appoint any person to be his Alternate Director and may in like manner at any time terminate such appointment. Any appointment or removal by telefax, telex or cable shall be confirmed as soon as	Appointment of Alternate Directors.

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possible by letter, but may be acted upon by the Company meanwhile.
(b) A Director or any other person may act as an Alternate Director to represent more than one Director and such Alternate Director shall be entitled at Directors’ meetings to one vote for every Director whom he represents in addition to his own vote if he is a Director.
(c) The appointment of an Alternate Director shall ipso facto determine on the happening of any event which if he were a Director would render his office as a Director to be vacated and his appointment shall also determine ipso facto if his appointor ceases for any reason to be a Director.
(d) An Alternate Director shall be entitled to receive notices of meetings of the Directors and to attend and vote as a Director at any such meeting at which the Director appointing him is not personally present and generally, if his appointor is absent from Singapore or is otherwise unable to act as such Director, to perform all functions of his appointment as a Director (except the power to appoint an Alternate Director) and to sign any resolution in accordance with the provisions of Article 106.
(e) An Alternate Director shall not be taken into account in reckoning the minimum or maximum number of Directors allowed for the time being under these Articles but he shall be counted for the purpose of reckoning whether a quorum is present at any meeting of the Directors attended by him at which he is entitled to vote Provided that he shall not constitute a quorum under Article 103 if he is the only person present at the meeting notwithstanding that he may be an Alternate to more than one Director.
(f) An Alternate Director may be repaid by the Company such expenses as might properly be repaid to him if he were a Director and he shall be entitled to receive from the Company such proportion (if any) of the remuneration otherwise payable to his appointor as such appointor may by notice in writing to the Company from time to time direct, but save as aforesaid he shall not in respect of such appointment be entitled to receive any remuneration from the Company.
(g) An Alternate Director shall not be required to hold any share qualification.
PROCEEDINGS OF DIRECTORS
101. (a) The Directors may meet together for the despatch of business, adjourn or otherwise regulate their meetings as they think fit. Subject to the provisions of these Articles questions arising at any meeting shall be determined by a majority of votes and in case of an equality of votes the Chairman of the meeting shall not have a second or casting vote.	Meetings of Directors.
(b) Any Director may participate at a meeting of the Directors by telephone conference, video conference, audio visual or by means of a similar communication equipment whereby all persons participating in the meeting are able to hear each other in which event such Director shall be deemed to be present at the meeting. A Director participating in a meeting in the manner aforesaid may also be taken into account in ascertaining the presence of a quorum at the meeting. Minutes of the proceedings at a meeting by telephone conference, video conference, audio visual, or other similar communications equipment signed by the Chairman of the meeting shall be conclusive evidence of such proceedings and of the observance of all necessary formalities.

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102. A Director may and the Secretary on the requisition of a Director shall at any time summon a meeting of the Directors. At least fourteen (14) days notice in writing (exclusive of the day on which the notice is served or is deemed to be served) of every meeting of the Directors shall be given to every Director. Every such notice shall specify the place, the day and the hour of the meeting and the general nature of the business to be transacted Provided that any Director may waive the requirement for notice or accept shorter notice of any meeting of the Directors.	Convening meetings of Directors.
103. Except where the Company only has one Director, the quorum necessary for the transaction of the business of the Directors may be fixed by the Directors and unless so fixed at any other number shall be two (2) Provided that where no quorum is present at any duly convened meeting, the meeting shall be adjourned seven (7) days thereafter at the same time and place and such Directors as are present at such meeting shall be the quorum. A meeting of the Directors at which a quorum is present shall be competent to exercise all the powers and discretions for the time being exercisable by the Directors.	Quorum.
104. The continuing Directors may act notwithstanding any vacancies in their body but if and so long as the number of Directors is reduced below the minimum number fixed by or in accordance with these Articles the continuing Directors or Director may act for the purpose of filling up such vacancies or of summoning General Meetings of the Company but not for any other purpose. If there be no Directors or Director able or willing to act, then any Members, or if the Company only has a sole Member, then that sole Member, may summon a General Meeting for the purpose of appointing one or more Directors.	Proceedings in case of vacancies.
105. The Director shall elect a Chairman and may elect one or more Vice-Chairmen and the Directors may determine the period for which such officers shall respectively hold office. The Chairman (if any), or, in the absence of the Chairman, the Vice-Chairman (if any), or, in the event that there are more than one Vice-Chairman, the senior in appointment among them, shall preside at the meetings of the Directors. If such officers have not been appointed, or if no such officer is present within five minutes after the time appointed for a meeting, the Directors present shall choose one of their number to be Chairman at such meeting.	Chairman and Vice-Chairman.
106. A resolution in writing signed by the majority of Directors being not less than are sufficient to form a quorum shall be as effective as a resolution passed at a meeting of the Directors duly convened and held, and may consist of several documents in the like form each signed by one or more of the Directors Provided that, where a Director has appointed an Alternate Director but is not himself in Singapore the signature of such Alternate Director (if in Singapore), shall be required. The expressions “in writing” and “signed” include approval by any such Director by telefax, telex, cable, telegram, wireless or facsimile transmission or any form of electronic communication approved by the Directors for such purpose from time to time incorporating, if the Directors deem necessary, the use of security and/or identification procedures and devices approved by the Directors.	Resolutions in writing.
107. The Directors may delegate any of their powers to committees consisting of such member or members of their body as they think fit. Any committee so formed shall in the exercise of the powers so delegated conform to any regulations that may be imposed on them by the Directors.	Power to appoint committees.
108. The meetings and proceedings of any such committee consisting of two (2) or more members shall be governed by the provisions of these Articles regulating the meetings and proceedings of the Directors, so far as the same are applicable and are not superseded by any regulations made by the Directors under the last preceding Article.	Proceedings at committee meetings.

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109. All acts done by any meeting of Directors or of a committee of Directors or by any person acting as Director shall as regards all persons dealing in good faith with the Company, notwithstanding that there was some defect in the appointment of any such Director or person acting as aforesaid or that they or any of them were disqualified or had vacated office or were not entitled to vote be as valid as if every such person had been duly appointed and was qualified and had continued to be a Director and had been entitled to vote.	Validity of acts of Directors in spite of some formal defect.
109A. Notwithstanding anything in these Articles, where the Company only has a sole Director, all acts required to be done or business required to be transacted by a meeting of Directors or of a committee of Directors may be done or undertaken by the sole Director and a declaration made by the sole Director, and recorded and signed by the sole Director, shall be evidence that the same has been done or undertaken.	Declaration by a sole Director
GENERAL POWERS OF THE DIRECTORS
110. The business of the Company shall be managed by or under the direction of the Directors. The Directors may exercise all the powers of the Company except any powers that this Act or the Memorandum of Association and Articles of the Company require the Company to exercise in General Meeting. In particular and without prejudice to the generality of the foregoing the Directors may at their discretion exercise every borrowing power vested in the Company together with collateral power of hypothecating the assets of the Company including any uncalled or called but unpaid capital; provided that the Directors shall not carry into effect any proposals for disposing of the whole or substantially the whole of the Company’s undertaking or property unless those proposals have been approved by the Company in General Meeting.	General powers of Directors to manage Company’s business.
111. The Directors may from time to time by power of attorney appoint any company, firm or person or any fluctuating body of persons whether nominated directly or indirectly by the Directors to be the attorney or attorneys of the Company for such purposes and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the Directors under these Articles) and for such period and subject to such conditions as they may think fit, and any such power of attorney may contain such provisions for the protection and convenience of persons dealing with such attorney as the Directors may think fit and may also authorise any such attorney to subdelegate all or any of the powers, authorities and discretions vested in him.	Power to appoint attorneys.
112. All cheques, promissory notes, drafts, bills of exchange, and other negotiable or transferable instruments and all receipts for moneys paid to the Company shall be signed, drawn, accepted, endorsed or otherwise executed, as the case may be, in such manner as the Directors shall from time to time by resolution determine.	Signature of cheques and bills.
BORROWING POWERS
113. The Directors may borrow or raise money from time to time for the purpose of the Company or secure the payment of such sums as they think fit and may secure the repayment or payment of such sums by mortgage or charge upon all or any of the property or assets of the Company or by the issue of debentures (whether at par or at discount or premium) or otherwise as they may think fit.	Directors’ borrowing powers.
SECRETARY
114. The Secretary or Secretaries shall and a Deputy or Assistant Secretary or Secretaries may be appointed by the Directors for such term, at such remuneration and upon such conditions as they may think fit, and any Secretary, Deputy or Assistant	Secretary.

22

Secretary so appointed may be removed by them, but without prejudice to any claim he may have for damages for breach of any contract of service between him and the Company. The appointment and duties of the Secretary or Secretaries shall not conflict with the provisions of the Act and in particular Section 171 thereof.
SEAL
115. (a) The Directors shall provide for the safe custody of the Seal, which shall only be used by the authority of the Directors or a committee of Directors authorised by the Directors in that behalf, and every instrument to which the Seal shall be affixed shall (subject to the provisions of these Articles as to certificates for shares) be signed by a Director and shall be countersigned by the Secretary or by a second Director or by some other person appointed by the Directors in place of the Secretary for the purpose.	Seal.
(b) The Company may exercise the powers conferred by the Act with regard to having an Official Seal for use abroad, and such powers shall be vested in the Directors.	Official Seal.
(c) The Company may have a duplicate Common Seal as referred to in Section 124 of the Act which shall be a facsimile of the Common Seal with the addition on its face of the words “Share Seal”.	Share Seal.
AUTHENTICATION OF DOCUMENTS
116. Any Director or the Secretary or any person appointed by the Directors for the purpose shall have power to authenticate any documents affecting the constitution of the Company and any resolutions passed by the Company, including a resolution passed by written means, or resolutions passed by the Directors, and any books, records, documents and accounts relating to the business of the Company, and to certify copies thereof or extracts therefrom as true copies or extracts; and where any books, records, documents or accounts are elsewhere than at the Office, the local manager and other officer of the Company having the custody thereof shall be deemed to be a person appointed by the Directors as aforesaid.	Power to authenticate documents.
117. A document purporting to be a copy of a resolution of the Directors, an extract from the minutes of a meeting of Directors or a declaration signed by a sole Director in accordance with Article 109A hereof, which is certified as such in accordance with the provisions of the last preceding Article shall be conclusive evidence in favour of all persons dealing with the Company upon the faith thereof that such resolution has been duly passed or, as the case may be, that such extract is a true and accurate record of a duly constituted or deemed meeting of the Directors. Any authentication or certification made pursuant to this Article may be made by any electronic means approved by the Directors from time to time for such purpose incorporating, if the Directors deem necessary, the use of security procedures or devices approved by the Directors.	Certified copies of resolution of the Directors.
DIVIDENDS AND RESERVES
118. The Company may by Ordinary Resolution declare dividends but (without prejudice to the powers of the Company to pay interest on share capital as hereinbefore provided) no dividend shall be payable except out of the profits of the Company, or in excess of the amount recommended by the Directors.	Payment of dividends.
119. Subject to the rights of holders of shares with special rights as to dividend (if any), all dividends shall be declared and paid according to the amounts paid on the shares in respect whereof the dividend is paid, but (for the purposes of this Article only) no amount paid on a share in advance of calls shall be treated as paid on the share. All dividends shall be apportioned and paid pro rata according to the amount paid on the	Apportionment of dividends.

23

shares during any portion or portions of the period in respect of which the dividend is paid, but if any share is issued on terms providing that it shall rank for dividend as from a particular date such share shall rank for dividend accordingly.
120. If and so far as in the opinion of the Directors the profits of the Company justify such payments, the Directors may pay the fixed preferential dividends on any class of shares carrying a fixed preferential dividend expressed to be payable on a fixed date on the half-yearly or other dates (if any) prescribed for the payment thereof by the terms of issue of the shares, and subject thereto may also from time to time pay to the holders of any other class of shares interim dividends thereon of such amounts and on such dates as they may think fit.	Payment of preference and interim dividends.
121. If the Company shall issue shares at a premium whether for cash or otherwise, the Directors shall transfer a sum equal to the aggregate amount or value of the premiums to an account to be called “Share Premium Account” and any amount for the time being standing to the credit of such account shall not be applied in the payment of dividend.	Share premium account.
122. No dividend or other moneys payable on or in respect of a share shall bear interest against the Company.	Dividends not to bear interest.
123. The Directors may deduct from any dividend or other moneys payable to any Member on or in respect of a share all sums of money (if any) presently payable by him to the Company on account of calls or in connection therewith.	Deduction of debts due to Company.
124. The Directors may retain any dividend or other moneys payable on or in respect of a share on which the Company has a lien and may apply the same in or towards satisfaction of the debts, liabilities or engagements in respect of which the lien exists.	Retention of dividends on shares subject to lien.
125. The Directors may retain the dividends payable on shares in respect of which any person is under the provisions as to the transmission of shares hereinbefore contained entitled to become a Member or which any person under those provisions is entitled to transfer until such person shall become a Member in respect of such shares or shall duly transfer the same.	Retention of dividends on shares pending transmission.
126. The payment by the Directors of any unclaimed dividends or other moneys payable on or in respect of a share into a separate account shall not constitute the Company a trustee in respect thereof. All dividends unclaimed after being declared may be invested or otherwise made use of by the Directors for the benefit of the Company and any dividend unclaimed after a period of six years from the date of declaration of such dividend may be forfeited and if so shall revert to the Company but the Directors may at any time thereafter at their absolute discretion annul any such forfeiture and pay the dividend so forfeited to the person entitled thereto prior to the forfeiture.	Unclaimed dividends.
127. The Company may, upon the recommendation of the Directors, by Ordinary Resolution direct payment of a dividend in whole or in part by the distribution of specific assets and in particular of paid up shares or debentures of any other company or in any one or more of such ways; and the Directors shall give effect to such resolution and where any difficulty arises in regard to such distribution, the Directors may settle the same as they think expedient and in particular may fix the value for distribution of such specific assets or any part thereof and may determine that cash payments shall be made to any Members upon the footing of the value so fixed in order to adjust the rights of all parties and may vest any such specific assets in trustees as may seem expedient to the Directors.	Payment of dividend in specie.

24

128. Any dividend or other moneys payable in cash on or in respect of a share may be paid by cheque or warrant sent through the post to the registered address of the Member or person entitled thereto, or, if several persons are registered as joint holders of the share or are entitled thereto in consequence of the death or bankruptcy of the holder to any one of such persons or to such persons and such address as such persons may by writing direct. Every such cheque or warrant shall be made payable to the order of the person to whom it is sent or to such person as the holder or joint holders or person or persons entitled to the share in consequence of the death or bankruptcy of the holder may direct and payment of the cheque if purporting to be endorsed or the receipt of any such person shall be a good discharge to the Company. Every such cheque or warrant shall be sent at the risk of the person entitled to the money represented thereby.	Dividends payable by cheque.
129. A transfer of shares shall not pass the right to any dividend declared on such shares before the registration of the transfer.	Effect of transfer.
RESERVES
130. The Directors may from time to time set aside out of the profits of the Company and carry to reserve such sums as they think proper which, at the discretion of the Directors, shall be applicable for meeting contingencies or for the gradual liquidation of any debt or liability of the Company or for repairing or maintaining the works, plant and machinery of the Company or for special dividends or bonuses or for equalising dividends or for any other purpose to which the profits of the Company may properly be applied and pending such application may either be employed in the business of the Company or be invested. The Directors may divide the reserve into such special funds as they think fit and may consolidate into one fund any special funds or any parts of any special funds into which the reserve may have been divided. The Directors may also without placing the same to reserve carry forward any profits which they may think it not prudent to divide.	Power to carry profit to reserve.
CAPITALISATION OF PROFITS AND RESERVES
131. The Company may, upon the recommendation of the Directors, by Ordinary Resolution resolve that it is desirable to capitalise any sum for the time being standing to the credit of any of the Company’s reserve accounts (including share premium account and any capital redemption reserve funds) or any sum standing to the credit of the profit and loss account or otherwise available for distribution, provided that such sum be not required for paying the dividends on any shares carrying a fixed cumulative preferential dividend and accordingly that the Directors be authorised and directed to appropriate the sum resolved to be capitalised to the Members holding shares in the Company in the proportions in which such sum would have been divisible amongst them had the same been applied or been applicable in paying dividends and to apply such sum on their behalf either in or towards paying up the amounts (if any) for the time being unpaid on any shares held by such Members respectively, or in paying up in full unissued shares or debentures of the Company of a nominal amount equal to such sum, such shares or debentures to be allotted and distributed and credited as fully paid up to and amongst such Members in the proportion aforesaid or partly in one way and partly in the other: Provided that a share premium account and a capital redemption reserve fund may only be applied hereunder in the paying up of unissued shares to be issued to Members as fully paid shares.	Power to capitalise profits.
132. Whenever such a resolution as aforesaid shall have been passed, the Directors shall make all appropriations and applications of the sum resolved to be capitalised thereby and all allotments and issues of fully paid shares or debentures (if any) and generally shall do all acts and things required to give effect thereto with full power to the Directors to make such provision by payment in cash or otherwise as they think fit for the case of shares or debentures becoming distributable in fractions and also to authorise any person to enter on behalf of all the Members interested into an agreement with the	Implementation of resolution to capitalise profits.

25

Company providing for the allotment to them respectively, credited as fully paid up, of any further shares to which they may be entitled upon such capitalisation or (as the case may require) for the payment up by the Company on their behalf, by the application thereto of their respective proportions of the sum resolved to be capitalised, of the amounts or any part of the amounts remaining unpaid on their existing shares and any agreement made under such authority shall be effective and binding on all such Members.
MINUTES AND BOOKS
133. The Directors shall cause minutes to be made in books to be provided for the purpose -	Minutes.
(a)    of all appointments of officers made by the Directors;
(b)    of the names of the Directors present at each meeting of Directors and of any committee of Directors;
(c)    of all resolutions and proceedings at all Meetings of the Company and of any class of Members, of the Directors and of committees of Directors;
(d)    of all declarations made by a sole Director which is recorded and signed by the sole Director; and
(e)    of all resolutions passed by written means with the indication of each Member’s agreement (or agreement on his behalf) to the resolutions.
134. The Directors shall duly comply with the provisions of the Act and in particular the provisions in regard to registration of charges created by or affecting property of the Company, in regard to keeping a Register of Directors, Managers, Secretaries and Auditors, the Register, a Register of Mortgages and Charges and a Register of Directors’ Share and Debenture Holdings and in regard to the production and furnishing of copies of such Registers and of any Register of Holders of Debentures of the Company.	Keeping of Registers, etc.
135. Any register, index, minute book, book of accounts or other book required by these Articles or by the Act to be kept by or on behalf of the Company may be kept either by making entries in bound books or by recording them in any other manner. In any case in which bound books are not used, the Directors shall take adequate precautions for guarding against falsification and for facilitating discovery.	Form of registers, etc.
ACCOUNTS
136. The Directors shall cause to be kept such accounting and other records as are necessary to comply with the provisions of the Act and shall cause those records to be kept in such manner as to enable them to be conveniently and properly audited.	Directors to keep proper accounts.
137. Subject to the provisions of Section 199 of the Act, the books of accounts shall be kept at the Office or at such other place or places as the Directors think fit within Singapore. No Member (other than a Director) shall have any right of inspecting any account or book or document or other recording of the Company except as is conferred by law or authorised by the Directors or by an Ordinary Resolution of the Company.	Location and inspection.
138. Subject to the provisions of the Act, the Directors shall cause to be prepared and to be laid before the Company in General Meeting such profit and loss accounts, balance sheets, group accounts (if any) and reports as may be necessary.	Presentation of accounts.

26

139. Subject to the provisions of the Act, a copy of every balance sheet and profit and loss account which is to be laid before a General Meeting of the Company (including every document required by the Act to be annexed thereto) together with a copy of every report of the Auditors relating thereto and of the Directors’ report shall not less than fourteen days before the date of the Meeting be sent to every Member of, and every holder of debentures (if any) of, the Company and to every other person who is entitled to receive notices from the Company under the provisions of the Act or of these Articles: provided that this Article shall not require a copy of these documents to be sent to any person of whose address the Company is not aware or to more than one of the joint holders of a share in the Company or the several persons entitled thereto in consequence of the death or bankruptcy of the holder or otherwise but any Member to whom a copy of these documents has not been sent shall be entitled to receive a copy free of charge on application at the Office.	Copies of accounts.
AUDITORS
140. Subject to the provisions of the Act, Auditors shall be appointed and their duties regulated in accordance with the provisions of the Act. Every Auditor of the Company shall have a right of access at all times to the accounting and other records of the Company and shall make his report as required by the Act.	Appointment of Auditors.
141. Subject to the provisions of the Act, all acts done by any person acting as an Auditor shall, as regards all persons dealing in good faith with the Company, be valid, notwithstanding that there was some defect in his appointment or that he was at the time of his appointment not qualified for appointment.	Validity of acts of Auditors in spite of some formal defect.
142. The Auditors shall be entitled to attend any General Meeting and to receive all notices of and other communications relating to any General Meeting to which any Member is entitled and to be heard at any General Meeting on any part of the business of the Meeting which concerns them as Auditors.	Auditors’ right to receive notices of and attend at General Meetings.
NOTICES
143. (a) Any notice may be given by the Company to any Member in any of the following ways:	Service of notice.
(i)   by delivering the notice personally to him; or
(ii)   by sending it by prepaid mail to him at his registered address in Singapore or where such address is outside Singapore by prepaid air-mail; or
(iii)   by sending a cable or telex, or telefax containing the text of the notice to him at his registered address in Singapore or where such address is outside Singapore to such address or to any other address as might have been previously notified by the Member concerned to the Company; or
(iv)   by electronic communication containing the text of the notice to him at an electronic mailing address as previously notified by the Member concerned to the Company for the purpose of receiving electronic communication.
(b) Any notice or other communication served under any of the provisions of these Articles on or by the Company or any officer of the Company may be tested or

27

verified by telex or telefax or telephone or electronic means or such other manner as may be convenient in the circumstances but the Company and its officers are under no obligation so to test or verify any such notice or communication.
144. All notices and documents (including a share certificate) with respect to any shares to which persons are jointly entitled shall be given to whichever of such persons is named first on the Register and notice so given shall be sufficient notice to all the holders of such shares.	Service of notices in respect of joint holders.
145. Any Member with a registered address shall be entitled to have served upon him at such address any notice to which he is entitled under these Articles, except where the Member has an electronic mailing address notified to the Company for the purpose of receiving electronic communication whereupon any notice may be served by the Company to the Member concerned by electronic communication at the said electronic mailing address.	Members shall be served at registered address.
146. A person entitled to a share in consequence of the death or bankruptcy of a Member or otherwise upon supplying to the Company such evidence as the Directors may reasonably require to show his title to the share, and upon supplying also an address for the service of notice, shall be entitled to have served upon him at such address any notice or document to which the Member but for his death or bankruptcy or otherwise would be entitled and such service shall for all purposes be deemed a sufficient service of such notice or document on all persons interested (whether jointly with or as claiming through or under him) in the share. Save as aforesaid any notice or document delivered or sent by post to or left at the registered address of any Member in pursuance of these Articles shall (notwithstanding that such Member be then dead or bankrupt or otherwise not entitled to such share and whether or not the Company have notice of the same) be deemed to have been duly served in respect of any share registered in the name of such Member as sole or joint holder.	Service of notices after death etc. of a Member.
147. (a) Any notice given in conformity with Article 143 shall be deemed to have been given at any of the following times as may be appropriate:	When service effected.
(i)   when it is delivered personally to the Member, at the time when it is so delivered;
(ii)   when it is sent by prepaid mail to an address in Singapore or by prepaid airmail to an address outside Singapore, on the second day following that on which the notice was put into the post;
(iii)   when the notice is sent by cable or telex, or telefax, or electronic communication, on the day it is so sent.
(b) In proving such service or sending, it shall be sufficient to prove that the letter containing the notice or document was properly addressed and put into the post office as a prepaid letter or airmail letter as the case may be or that a telex or telefax or electronic communication was properly addressed and transmitted or that a cable was properly addressed and handed to the relevant authority for despatch.
148. Any notice on behalf of the Company or of the Directors shall be deemed effectual if it purports to bear the signature of the Secretary or other duly authorised officer of the Company, whether such signature is printed or written.	Signature on notice.
149. When a given number of days’ notice or notice extending over any other period is required to be given the day of service shall, unless it is otherwise provided or required by these Articles or by the Act, be not counted in such number of days or period.	Day of service not counted.

28

150. (a) Notice of every General Meeting shall be given in the manner hereinbefore authorised to -	Notice of General Meeting.
(i)   every Member;
(ii)   every person entitled to a share in consequence of the death or bankruptcy or otherwise of a Member who but for the same would be entitled to receive notice of the Meeting; and
(iii)   the Auditor for the time being of the Company.
(b) No other person shall be entitled to receive notices of General Meetings.
151. The provisions of Articles 143, 147, 148 and 149 shall apply mutatis mutandis to notices of meetings of Directors or any committee of Directors.	Notice of meetings of Directors or any committee of Directors.
WINDING UP
152. If the Company is wound up (whether the liquidation is voluntary, under supervision, or by the Court) the Liquidator may, with the authority of a Special Resolution, divide among the Members in specie or kind the whole or any part of the assets of the Company and whether or not the assets shall consist of property of one kind or shall consist of properties of different kinds and may for such purpose set such value as he deems fair upon any one or more class or classes of property to be divided as aforesaid and may determine how such division shall be carried out as between the Members or different classes of Members. The Liquidator may, with the like authority, vest the whole or any part of the assets in trustees upon such trusts for the benefit of Members as the Liquidator with the like authority thinks fit and the liquidation of the Company may be closed and the Company dissolved but so that no Member shall be compelled to accept any shares or other securities in respect of which there is a liability.	Distribution of assets in specie.
INDEMNITY
153. Subject to the provisions of the Act, every Director, Auditor, Secretary or other officer of the Company shall be entitled to be indemnified by the Company against all costs, charges, losses, expenses and liabilities incurred by him in the execution and discharge of his duties or in relation thereto and in particular and without prejudice to the generality of the foregoing no Director, Manager, Secretary or other officer of the Company shall be liable for the acts, receipts, neglects or defaults of any other Director or officer or for joining in any receipt or other act for conformity or for any loss or expense happening to the Company through the insufficiency or deficiency of title to any property acquired by order of the Directors for or on behalf of the Company or for the insufficiency or deficiency of any security in or upon which any of the moneys of the Company shall be invested or for any loss or damage arising from the bankruptcy, insolvency or tortious act of any person with whom any moneys, securities or effects shall be deposited or left or for any other loss, damage or misfortune whatever which shall happen in the execution of the duties of his office or in relation thereto unless the same happen through his own negligence, wilful default, breach of duty or breach of trust.	Indemnity of Directors and officers.

29

          NAME, ADDRESS AND OCCUPATION OF SUBSCRIBER

-s- Lee Peek Sze Christine
Lee Peek Sze Christine

8 Lakepoint Drive
#03-43
Singapore 648926

Advocate & Solicitor

Dated this 1^st day of September 2005.

Witness to the above signature:

-s- Low Kah Keong
Low Kah Keong

Advocate & Solicitor

c/o WongPartnership

Advocates & Solicitors

80 Raffles Place

#58-01 UOB Plaza 1

Singapore 048624

30

EX-3.11

EX- 3.11

SATZUNG	ARTICLES OF
	ASSOCIATION
der Gesellschaft mit beschränkter	of the company with limited liability
Haftung
in Firma	with the corporate name

Avago Technologies GmbH

§ 1	§ 1
Firma, Sitz, Dauer	Corporate name, seat, term
(1) Die Firma der Gesellschaft lautet:	(1) The corporate name of the company is
“Avago Technologies GmbH”.	“Avago Technologies GmbH”.
(2) Die Gesellschaft hat ihren Sitz in Böblingen.	(2) The registered seat of the company is Böblingen.
(3) Die Gesellschaft wird auf unbestimmte Zeit geschlossen.	(3) The term of the company is indefinite.

- 2 -

§ 2	§ 2
Gegenstand	Scope of business
(1) Gegenstand der Gesellschaft ist der Verkauf, Vertrieb, das Marketing und die Entwicklung von elektronischen und elektrischen Erzeugnissen, insbesondere von Halbleiterprodukten, sowie die Erbringung von Installationsarbeiten, Wartung und anderen Dienstleistungen, soweit diese nicht handwerksmäßig erfolgen, sowie alle damit zusammenhängenden Geschäfte und Aktivitäten.	(1) The object of the company is the sale, distribution, marketing and development of electronic and electric devices, in particular semiconductors, as well as the provisions of installation, maintenance and other services to the extent they are not relating to a craftsmanship, and all related business and activities.
(2) Die Gesellschaft ist zu allen Geschäften und Maßnahmen berechtigt, die dem Gesellschaftszweck dienen.	(2) The company may engage in all types of activities which are beneficial to the object of the company.
(3) Die Gesellschaft kann zu diesem Zweck im In- und Ausland andere Unternehmen gründen, erwerben und sich an anderen Unternehmen beteiligen sowie Zweigniederlassungen errichten.	(3) For these purposes, the company may establish, acquire or participate in other enterprises in Germany or abroad or establish branches.

- 3 -

§ 3	§ 3
Stammkapital, Stammeinlage	Share capital, shares
Das Stammkapital der Gesellschaft beträgt € 25.000,00 (Euro fünfundzwanzigtausend). Das Stammkapital ist voll eingezahlt.	The share capital of the company is € 25,000 (Euro twenty five thousand). The share capital is fully paid in.
§ 4	§ 4
Geschäftsführung, Vertretung	Management, representation
(1) Die Gesellschaft hat einen oder mehrere Geschäftsführer. Ist nur ein Geschäftsführer vorhanden, so vertritt er die Gesellschaft stets allein. Sind mehrere Geschäftsführer bestellt, wird die Gesellschaft von je zwei Geschäftsführern oder von einem Geschäftsführer in Gemeinschaft mit einem Prokuristen vertreten.	(1) The company shall have one or more managing directors (Geschäftsführer). If the company only has one managing director he shall represent the company alone. Should several managing directors be appointed the company will be represented jointly by two managing directors or by one managing director together with the holder of a power of Prokura.
(2) Einzelnen oder allen Geschäftsführern kann Alleinvertretungsbefugnis erteilt werden. Ferner können einzelne oder alle Geschäftsführer von den Beschränkungen des § 181 BGB befreit werden. Entsprechendes gilt für Liquidatoren.	(2) Individual managing directors may be authorised to represent the company alone. Furthermore, individual managing directors may be exempted from the restrictions of Section 181 German Civil Code. The same applies for liquidators.

- 4 -

§ 5	§ 5
Wettbewerb	Competition
(1) Durch Gesellschafterbeschluß können einzelne oder alle Gesellschafter und/oder Geschäftsführer der Gesellschaft von einem Wettbewerbsverbot befreit werden. In diesem Falle sind sie berechtigt, unmittelbar oder mittelbar, im eigenen oder fremden Namen, für eigene oder fremde Rechnung mit der Gesellschaft in Wettbewerb zu treten, für Konkurrenzunternehmen tätig zu sein oder sich an solchen zu beteiligen, sei es direkt oder durch eine Mittelsperson.	(1) By way of a shareholder resolution single or all shareholders and/or managing directors of the company may be exempted from a covenant not to compete. In such event, they will be entitled to compete with the company, directly or indirectly, in their own or in someone else’s name, for their own or someone else’s account, and may work for a competitor or acquire a participation therein, be it directly or through a third party.
(2) Der Gesellschafterbeschluß kann die Befreiung auf bestimmte Fälle oder Tätigkeiten beschränken.	(2) The shareholder resolution may limit such exemption to certain cases or actions.
§ 6	§ 6
Geschäftsjahr	Business year
Das Geschäftsjahr beginnt am 1. November eines jeden Jahres und endet am 31. Oktober des darauf folgenden Jahres. Die Zeit vom 1. Januar 2006 bis 31. Oktober 2006 bildet ein Rumpfgeschäftsjahr.	The business year commences every year on 1 November and ends the subsequent year on 31 October. The term from 1 January 2006 to 31 October 2006 constitutes a shortened business year.

EX-3.12

EXHIBIT 3.12

Certified Excerpt
As per 16 August 2006 10:05 AM

Commercial Register — Division B — of the Local Court of Stuttgart	Number of Company:       HRB 246116
	Page 1 of 2

Only valid with original signature and official seal

a) General power of representation

a) Corporate name

b) Management board, management body,

a) Legal status, commencement, articles of

Number

b) Seat, place of business

Share

managing directors, personally liable

association

a) Date of entry

of entry

c) Scope of business

capital

shareholders

Prokura

b) Other legal relations

b) Notes

1

2

3

4

5

6

7

1

a) Avago Technologies GmbH b) Boeblingen c) the sale, distribution, marketing und development of electronic and electric devices, in particular semiconductors, as well as the provision of installation, maintenance and other services to the extent they are not relating to a craftsmanship, and all related business and activities.

€

25,000.00

a) If only one managing director has been appointed, he or she represents the company solely. If several managing directors have been appointed, the company is represented jointly by two managing directors or by one managing director in conjunction with a Prokurist. b) Managing director: Welz, Dietmar, Leinfelden, *06 July 1957 Managing director: Wolf, Christian, Kirchheim, *26 June 1965 Managing director: De Las Mercedes Johnson, Maria, Menlo Park (USA), *04 March 1954 with the authorization to represent the company without any limitation in legal transactions with herself or as agent for others.

a) Limited liability company. Articles of association of 18 March 2005 most recently amended on 06 October 2005.

a) 26 July 2006 Funk, S. b) This registration sheet has been amended to comply with electronic formats and replaces the previous registration sheet. Released on 26 July 2006. Initial entry on 04 May 2005. Amended articles of association: Special folder sheet 15.

Managing director:

Jackson, Rex Sterling, Los Gatos (USA), *03 March 1969

with the authorization to represent the company without any limitation in legal transactions with himself or as agent for others.

Managing director:

Henderson, Jeffrey Scott, Saratoga (USA), *27 March 1959

with the authorization to represent the company without any limitation in legal transactions with himself or as agent for others.

2

b) Removed as managing director: Henderson, Jeffrey Scott, Saratoga (USA), *27 March 1959

a) The shareholder’s meeting on 22 May 2006 resolved on the amendment of section 6 (business year) of the articles of association.

a) 31 July 2006 Markle

Certified Excerpt
As per 16 August 2006 10:05 AM

Commercial Register — Division B — of the Local Court of Stuttgart	Number of Company:       HRB 246116
	Page 2 of 2

Only valid with original signature and official seal

			a) General power of representation
	a) Corporate name		b) Management board, management body,		a) Legal status, commencement, articles of
Number	b) Seat, place of business	Share	managing directors, personally liable		association	a) Date of entry
of entry	c) Scope of business	capital	shareholders	Prokura	b) Other legal relations	b) Notes
			Amended power of representation of the managing director: Welz, Dietmar, Leinfelden, *06 July 1957			b) Amended articles of association:
			sole power of representation with the authorization to represent the company without any limitation in legal transactions with himself or as agent for others. Amended power of representation of the managing director: Wolf, Christian, Kirchheim, *26 June 1965 sole power of representation with the authorization to represent the company without any limitation in legal transactions with himself or as agent for others. Amended power of representation of the managing director: Jackson, Rex Sterling, Los Gatos (USA), *03 March 1969 sole power of representation with the authorization to represent the company without any limitation in legal transactions with himself or as agent for others. Amended power of representation of the managing director: De Las Mercedes Johnson, Maria, Menlo Park (USA), *04 March 1954 sole power of representation with the authorization to represent the company without any limitation in legal transactions with herself or as agent for others.			Special folder sheet 32.

Stuttgart, 16 August 2006
This excerpt certifies the content of the Commercial Register.
Frey, Judicial Secretary
Registrar of the Court Registry
[Signature, seal of the Local Court of Stuttgart]

EX-3.13

Exhibit-3.13

[Translation]

	mail address:	P.O. Box 71170
DEED OF INCORPORATION of:		1008 bd amsterdam
	office address:	Fred, Roeskestraat 100
Argos Netherlands B.V.,		1076 ed amsterdam
having its registered offices in Amsterdam	telephone:	+31 20 578 5785
	fax:	+31 20 578 58 00
September 28, 2005	internet:	www.loyensloeff.com

CONTENTS:

– English office translation of the deed of incorporation of Argos Netherlands B.V. (the “Company”) having its registered offices in Amsterdam, the Netherlands, executed before, R. van Bork, civil law notary officiating in Amsterdam, the Netherlands, on September 28, 2005;

– True Copy of the deed of incorporation of the Company;

– Annex I: Power of attorney;

– Annex II: Bank Statement;

– Annex III: Statement of No objections.

Loyens & Loeff N.V. is gevestigd te Rotterdam en staat ingeschreven in het handelsregister bij de Kamer van Koophandel en Fabrieken onder nummer 24370566. Uitsluitend Loyens & Loeff N.V. geldt als opdrachtnemer. Op haar dienstverlening zijn haar Algemene Voorwaarden van toepassing, waarin onder meer een beperking van de aansprakelijkheid en een aanwijzing van de bevoegde rechter is opgenomen. Deze Algemene Voorwaarden staan afgedrukt op de achterkant van deze pagina en zijn eveneens te raadplegen via www.loyensloeff.com. Deze voorwaarden zijn op 1 januari 2005 gedeponeerd ter griffie van de rechtbank te Rotterdam onder nummer 142/2004.

AMSTERDAM     •     ANTWERPEN   •   ARNHEM   •   BRUSSEL   •   EINDHOVEN   •   LUXEMBURG   •   ROTTERDAM   •   ARUBA CURACAO   •   FRANKFURT   •   GENEVE   •   LONDEN   •   NEW YORK   •   PARIJS   •   SINGAPORE   •   TOKIO   •   ZURICH

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Execution Copy

INCORPORATION OF ARGOS NETHERLANDS B.V.

This twenty eight day of September, two thousand five, there appeared before me, Rudolf van Bork, civil law notary, officiating in Amsterdam, the Netherlands:

Mrs. Joyce Johanna Cornelia Aurelia Leemrijse, with office address at Fred. Roeskestraat 100, 1076 ED Amsterdam, born in Eindhoven on the twelfth day of November, nineteen hundred seventy, acting as authorized, representative of: Argos General IP (Singapore) Pte. Ltd. (company number 200512430D), a private company limited by shares organized under the laws of the Republic of Singapore, having its registered offices at 8 Cross Street, #11-00 PWC Building. Singapore 048424, registered with the Registry of Companies and Businesses of the Republic of Singapore under registration number 200512430D (the “Incorporator”).

Power of Attorney.

The authorization of the person appearing is evidenced by a written Power of Attorney attached to this deed (Annex 1).

The person appearing has declared to hereby incorporate a private company with limited liability with the following:

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ARTICLES OF ASSOCIATION:

Article 1. Definitions.

1.1 In these Articles of Association the following words shall have the following meanings:

a.	a “Share”:
	a share in the capital of the Company;
b.	a “Shareholder”:
	a holder of one or more Shares;
c.	the “Shareholders’ Body”:
	the body of the Company consisting of Shareholders entitled to vote together with pledgees and usufructuaries to whom voting rights attributable to Share accrue;
d.	a “General Meeting of Shareholders”:
	a meeting of Shareholders and other persons entitled to attend meetings of Shareholders;
e.	“DRH-rights”:
	the rights conferred by law upon holders of depositary receipts issued with a company’s cooperation for shares in its capital;
f.	the “Management Board”:
	the management board of the Company;
g.	“in writing”:
	by letter, by telecopier, by e-mail, or by message which is transmitted via any other current means of communication and which can be received in the written form, provided that the identity of the sender can be sufficiently established;
h.	the “Distributable Equity”:
	the part of the Company’s equity which exceeds the aggregate of the issued capital and the reserves which must be maintained pursuant to the law;
i.	a “Company Body”:
	the Management Board or the Shareholders’ Body.

1.2 References to Articles shall be deemed to refer to articles of these Articles of Association, unless the contrary is apparent.

Article 2. Name and Official Seat.

2.1	The Company’s name is;
	Argos Netherlands B.V.
2.2	The official seat of the Company is in Amsterdam.

Article 3. Objects.

The objects of the Company are:

a.	to incorporate, to participate in any way whatsoever in, to manage and to supervise businesses and companies;
b.	to finance businesses and companies;

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c.	to borrow, to lend and to raise funds, including the issue of bonds, promissory notes or other securities or evidence of indebtedness as well as to enter into agreements in connection with aforementioned activities;
d.	to render advice and services to businesses and companies with which the Company forms a group and to third parties;
e.	to grant guarantees, to bind the company and to pledge its assets for obligations of businesses and companies with which it forms a group and on behalf of third parties;
f.	to acquire, alienate, manage and exploit registered property and items of property in general;
g.	to trade in currencies, securities and items of property in general;
h.	to develop and trade in patents, trade marks, licenses, know-how and other industrial property rights;
i.	to perform any and all activities of an industrial, financial or commercial nature,

and to do all that is connected therewith or may be conducive thereto, all to be interpreted in the broadest sense.

Article 4. Authorized Capital.

4.1	The authorized capital of the Company equals ninety thousand euro (EUR 90,000).
4.2	The authorized capital of the Company is divided into ninety thousand (90,000) Shares with a nominal value of one euro (EUR 1) each.
4.3	All Shares shall be registered. No share certificates shall be issued.

Article 5. Register of Shareholders and Register of Depositary Receipt Holders.

5.1	The Management Board shall keep a register of Shareholders in which the names and addresses of all Shareholders are recorded. The names and addresses of pledgees and usufructuaries of Shares shall also be entered in the register of Shareholders.
5.2	Section 2:194 of the Dutch Civil Code applies to the register of Shareholders.
5.3	If depositary receipts for Shares are issued with the cooperation of the Company, the Management Board shall also keep a register of depositary receipt holders in which the names and addresses of all holders of depositary receipts for Shares are recorded. The register of depositary receipt holders may be part of the register of Shareholders.

Article 6. Issuance of Shares.

6.1	Shares may be issued pursuant to a resolution of the Shareholders’ Body. The Shareholders’ Body may transfer this authority to another Company Body and may also revoke such transfer.
6.2	A resolution to issue Shares shall stipulate the issue price and the other conditions of issue.
6.3	Upon issuance of Shares, each Shareholder shall have a right of pre-emption in proportion to the aggregate nominal value of his Shares,

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	subject to the relevant limitations prescribed by law and the provision of Article 6.4.
6.4	Prior to each single issuance of Shares, the right of pre-emption may be limited or excluded by the Company Body competent to issue such Shares.
6.5	The provisions of Articles 6.1, 6.2, 6.3 and 6.4 shall apply by analogy to the granting of rights to subscribe for Shares, but do not apply to the issuance of Shares to a person exercising a right to subscribe for Shares previously granted.
6.6	The issue of a Share shall furthermore require a notarial deed, to be executed for that purpose before a civil law notary registered in the Netherlands, to which deed those involved in the issuance shall be parties.
6.7	The full nominal value of each Share must be paid upon issuance.

Article 7. Own Shares; Reduction of Issued Capital.

7.1	The Company and its subsidiaries may acquire fully paid in Shares or depositary receipts thereof, with due observance of the limitations prescribed by law.
7.2	The Company may grant loans with a view to a subscription for or an acquisition of Shares or depositary receipts thereof but not in excess of the amount of the Distributable Equity.
7.3	The Company shall maintain a non-distributable reserve up to the outstanding amount of the loans referred to in Article 7.2.
7.4	The Shareholders’ Body may resolve of reduce the Company’s issued capital in accordance with the relevant provisions prescribed by law.

Article 8. Transfer of Shares.

8.1	The transfer of a Share shall require a notarial deed, to be executed for that purpose before a civil law notary registered in the Netherlands, to which deed those involved in the transfer shall be parties.
8.2	Unless the Company itself is party to the legal act, the rights attributable to the Share can only be exercised after the Company has acknowledged said transfer or said deed has been served upon it in accordance with the relevant provisions of the law.

Article 9. Blocking Clause (approval Shareholder’s Body).

9.1	A transfer of one or more Shares can only be effected with due observance of the provisions set out in this Article 9, unless (i) all co-Shareholders have approved the intended transfer in writing, which approval shall then be valid for a period of three months, or (II) the Shareholder concerned is obliged by law to transfer his Shares to a former Shareholder.
9.2	A Shareholder wishing to transfer one or more of his Shares (hereinafter: the “Applicant”) shall require the approval of the Shareholders’ Body for such transfer. The request for approval shall be made by the Applicant by means of a written notification to the Management Board, stating the

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	number of Shares he wishes to transfer and the person or persons to whom the Applicant wishes to transfer such Shares. The Management Board shall be obliged to convene and to hold a General Meeting of Shareholders to discuss the request for approval within six weeks from the date of receipt of the request. The contents of such request shall be stated in the convocation.
9.3	Within a period of three months of the Shareholders’ Body granting the approval requested, the Applicant may transfer the total number of the Shares to which the request relates, and not part thereof, to the person or persons named in the request.
9.4	If:

a.	the Shareholders’ Body does not adopt a resolution regarding the request for approval within six weeks after the request has been received by the Management Board; or
b.	the approval has been refused without the Shareholders’ Body having informed the Applicant , at the same time as the refusal, of one or more interested parties who are prepared to purchase all the Shares to which the request for approval relates for approval relates for payment in cash (hereinafter: “Interested Parties”),

	the approval requested shall be considered to have been granted, in the event mentioned under a on the final day of the six week period mentioned under a. The Company shall only be entitled to act as an interested Party with the consent of the Applicant.
9.5	The Shares to which the request for approval relates can be purchased by the Interested Parties at a price to be mutually agreed between the Applicant and the Interested Parties or by one or more experts appointed by them. If they do not reach to be agreement on the price or the expert or experts, as the case may be, the price shall be set by one or more independent experts to be appointed on the request of one or more of the parties concerned by the chairman of the Chamber of Commerce and Factories at which the Company is registered in the Commercial Register. If an expert is appointed, he shall be authorized to inspect all books and records of the Company and to obtain all such information as will be useful to him in setting the price.
9.6	Within one month of the price being set, the Interested Parties must give notice to the Management Board of the number of the Shares to which the request for approval relates they wish to purchase. An Interested Party who fails to submit notice within said term shall no longer be counted as an Interested Party. Once the notice mentioned in the preceding sentence has been given, an Interested Party can only withdraw with the consent of the other Interested Parties.
9.7	The Applicant may withdraw up to one month after the day on which he is informed to which interested Party or A Parties he can sell all the Shares to which the request for approval relates and at what price.

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9.8	All notifications and notices referred to in this Article 9 shall be made by certified mail or against acknowledgement of receipt. The convocation of the General Meeting of Shareholders shall be made in accordance with the relevant provisions of these Articles of Association.
9.9	All costs of the appointment of the expert or experts, as the case may be, and their determination of the price, shall be borne by:

a.	the Applicant if he withdraws;
b.	the Applicant and the buyers for equal parts if the Shares have been purchased by one or more Interested Parties, provided that these costs shall be borne by the buyers in proportion to the number of Shares purchased;
c.	the Company, in cases not provided for under a or b.

Article 10. Pledging of Shares and Usufruct in Shares.

10.1	The provisions of Article 8 shall apply by analogy to the pledging of Shares and to the creation or transfer of a usufruct in Shares.
10.2	On the creation of a right of pledge in a Share and on the creation or transfer of a usufruct in a Share, the voting rights attributable to such Share may be assigned to the pledgee or the usufructuary, with due observance of the relevant provision of the law.
10.3	Both the Shareholder without voting rights and the pledgee or usufructuary with voting rights shall have the DRH rights. The DRH rights may also be granted to the pledgee or usufrutuary without voting rights, but only if the Shareholders’ Body has approved the same and with due observance of the relevant provisions of the law.

Article 11. Depositary Receipts for Shares.

The Company may cooperate in the issuance of registered depositary receipts for Share, but pursuant to a resolution to that effect of the Shareholders’ Body only. Each holder of such depositary receipts shall have the DRH rights.

Article 12. Management Board Members.

12.1	The Management Board shall consist of one or more members. Both individuals and legal entities can be Management Board members.
12.2	Management Board members are appointed by the Shareholders’ Body.
12.3	A Management Board member may be suspended or dismissed by the Shareholders’ Body at any time.
12.4	The authority to establish remuneration and other conditions of employment for Management Board members is vested in the Shareholders’ Body.

Article 13. Duties, Decision-making Process and Allocation of Duties.

13.1	The Management Board shall be entrusted with the management of the Company.
13.2	When making Management Board resolutions, each Management Board member may cast one vote.
13.3	All resolutions of the Management Board shall be adopted by more than half of the votes cast.

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13.4	Management Board resolutions may at all times be adopted outside of a meeting, in writing or otherwise, provided the proposal concerned is submitted to all management Board members then in office and none of them objects to this manner of adopting resolutions. Adoption of resolutions in writing shall be effected by written statements from all Management Board members then in office.
13.5	Resolutions of the Management Board shall be recorded in a minute book that shall be kept by the Management Board.
13.6	The Management Board may establish further rules regarding its decision-making process and working methods. In this context, the Management Board may also determine the duties for which each Management Board member in particular shall be responsible. The Shareholders’ Body may decide that such rules and allocation of duties shall be subject to its approval.

Article 14. Representation; Conflicts of Interest.

14.1	The Company shall be represented by the Management Board. Each Management Board member shall also be authorized to represent the Company.
14.2	The Management Board may appoint officers with general or limited power to represent the Company. Each officer shall be competent to represent the Company, subject to the restrictions imposed on him. The Management Board shall determine each officer’s title. Such officers may be registered at the Commercial Register, indicating the scope of their power to represent the Company. The authority of an officer thus appointed may not extend to any transaction where the Company has a conflict of interest with the officer concerned or with one or more Management Board members.
14.3	In the event of a conflict of interest between the Company and one or more Management Board members, the provisions of Article 14.1 shall continue to apply unimpaired unless the Shareholders’ Body has appointed one or more other persons to represent the Company in the case at hand or in general in the event of such a conflict. A resolution of the Management Board with respect to a matter involving a conflict of interest with one or more Management Board members in a private capacity shall be subject to the approval of the Shareholders’ Body, but the absence of such approval shall not affect the authority of the Management Board or its members to represent the Company.

Article 15. Approval of Management Board Resolutions.

15.1	The Shareholders’ Body may require Management Board resolutions to be subject to its approval. The Management Board shall be notified in writing of such resolutions, which shall be clearly specified.
15.2	The absence of approval by the Shareholders’ Body of a resolution as referred to in this Article 15 shall not affect the Authority of the Management

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Board or its members to represent the Company.

Article 16. Vacancy or Inability to Act.

If a seat is vacant on the Management Board (ontstentenis) or a Management Board member is unable to perform his duties (belet), the remaining Management Board members or member shall be temporarily entrusted with the management of the Company. If all seats in the Management Board are vacant or all Management Board members or the sole Management Board members, as the case may be, are unable to perform their duties, the management of the Company shall be temporarily entrusted to one or more persons designated for that purpose by the shareholders’ Body.

Article 17. Financial Year and Annual Accounts.

17.1	The Company’s financial year shall be the calendar year.
17.2	Annually, not later than five months after the end of the financial year, unless by reason of special circumstances this period is extended by the Shareholders’ Body by not more than six months, the Management Board shall prepare annual accounts and deposit the same for inspection by the Shareholders at the Company’s office.
17.3	Within the same period, the Management Board shall also deposit the annual report for inspection by the Shareholders, unless Section 2:396, subsection 6 or Section 2:403 of the Dutch: Civil Code applies to the Company.
17.4	The annual accounts shall consist of a balance sheet, a profit and loss account and explanatory notes.
17.5	The annual accounts shall be signed by the Management Board members. If the signature of one or more of them is missing, this shall be stated and reasons for this omission shall be given.
17.6	The Company may, and if the law so requires shall, appoint an accountant to audit the annual accounts. Such appointment shall be made by the Shareholders’ Body.
17.7	The Shareholders’ Body shall adopt the annual accounts.
17.8	The Shareholders’ Body may grant full or limited discharge to the Management Board members for the management pursued.

Article 18. Profits and Distributions.

18.1	The allocation of profits accrued in a financial year shall be determined by the Shareholders’ Body. If the Shareholders’ Body does not adopt a resolution regarding the allocation of the profits prior to or at latest immediately after the adoption of the annual accounts, the profits will be reserved.
18.2	Distribution of profits shall be made after adoption of the annual accounts if permissible under the law given the contents of the annual accounts.
18.3	The Shareholders’ Body may resolve to make interim distributions on Shares and/or to make distributions of Shares at the expense of any reserve of the Company. In addition, the Management Board may decide to make interim distributions on Shares.

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18.4	Distributions on Shares shall be made payable immediately after the resolution to make the distribution, unless another date of payment has been determined in the resolution.
18.5	Distributions of Shares may be made only up to an amount which does not exceed the amount of the Distributable Equity.
18.6	In calculating the amount of any distribution on Shares, Shares held by the Company shall be disregarded.

Article 19. General Meetings of Shareholders.

19.1	The annual General Meeting of Shareholders shall be held within six months after the end of the financial year.
19.2	Other General Meetings of Shareholders shall be held as often as the Management Board deems such necessary.
19.3	Shareholders and/or persons with DRH-rights representing in the aggregate at least one-tenth of the Company’s issued capital may request the Management Board to convene a General Meeting of Shareholders, stating specifically the subjects to be discussed. If the Management Board has not given proper notice of a General Meeting of Shareholders within four weeks following receipt of such request such that the meeting can be held within six weeks after receipt of the request, the applicants shall be authorized to convene a meeting themselves.

Article 20. Notice, Agenda and Venue of Meetings.

20.1	Notice of General Meetings of Shareholders shall be given by the Management Board. Furthermore, notice of General Meetings of Share-holders may be given by persons to whom voting rights to Shares accrue representing in the aggregate at least half of the Company’s issued capital, without prejudice to the provisions of Article 19.3.
20.2	Notice of the meeting shall be given to later than on the fifteenth day prior to the day of the meeting.
20.3	The notice of the meeting shall specify the subjects to be discussed. Subject which were not specified in such notice may be announced at a later date, with due observance of the term referred to in Article 20.2.
20.4	A subject for discussion of which discussion has been requested in writing not later than thirty days before the day of the meeting by one or more Shareholders and/or persons with DRH-rights who individually or jointly represent at least one percent of the Company’s issued capital, shall be included in the notice or shall be notified in the same way as the other subjects for discussion, provided that no important interest (zwaarwichtig belang) of the Company dictates otherwise.
20.5	The notice of the meeting shall be sent to the addresses of the Shareholders and the persons with DRH-rights shown in the register of Shareholders and the register of depositary receipt holders.
20.6	General Meetings of Shareholders are held in the municipality in which, according to these Articles of Association, the Company has its official seat, General Meetings of Shareholders may also be held elsewhere, but

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in that case valid resolutions of the Shareholders’ Body may only be adopted if all of the Company’s issued capital is represented and each person with DRH-rights has been duly convened.

Article 21. Admittance and Rights at meetings.

21.1	Each Shareholder and each person with DRH-rights shall be entitled to attend the General Meetings of Shareholders, to address the meeting and, if the voting rights accrue to him, to exercise his voting rights. Shareholders and persons with DRH-rights may be represented in a meeting by a proxy authorized in writing.
21.2	At a meeting, each persons present with voting rights must sign the attendance list. The chairperson of the meeting may decide that the attendance list must also be signed by other persons present at the meeting.
21.3	The Management Board members shall, as such, have the right to give advice in the General Meetings of Shareholders.
21.4	The chairperson of the meeting shall be decide on the admittance of other persons to the meeting.

Article 22. Chairperson and Secretary of the Meeting.

22.1	The chairperson of a General Meeting of Shareholders shall be appointed by more than half of the votes cast by the persons with voting rights present at the meeting. Until such appointment is made, a Management Board member shall act as chairpersons, or, if no Management Board member is present at the meeting, the eldest person present at the meeting shall act as chairperson.
22.2	The chairperson of the meeting shall appoint a secretary for the meeting.

Article 23. Minutes; Recording of Shareholders’ Resolutions.

23.1

The secretary of a General Meeting of Shareholders shall keep minutes of the proceeding at the meeting. The minutes shall be adopted by the chairperson and the secretary of the meeting and as evidence thereof shall be signed by them.

23.2

The Management Board shall keep record of all resolutions adopted by Shareholders’ Body. If the Management board is not represented at a meeting, the chairperson of the meeting shall ensure that the Management Board is provided with a transcript of the resolutions adopted, as soon as possible after the meting. The records shall be deposited at the Company’s office for inspection by the Shareholders and the persons with DRH-rights. On application, each of them shall be provided with a copy of or an extract form the records.

Article 24. Adoption of Resolutions in a Meeting.

24.1	Each Share confers the right to cast one vote.
24.2	To the extent that the law or these Articles of Association do not require a qualified majority, all resolutions of the Shareholders’ Body shall be adopted by more than half of the votes cast.
24.3	If there is a tie in voting, the proposal shall be deemed to have been

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rejected.

24.4

If the formalities for convening and holding of General Meetings of Shareholders, as prescribed by law or these Articles of Association, have not been complied with, valid resolutions of the Shareholders’ Body may only be adopted in a meeting, if in such meeting all of the Company’s issued capital is represented and such resolution is carried by unanimous vote and each persons with DRH-rights is present or represented.

24.5

In the Shareholders’ Body, no voting rights may be exercised for any Share held by the Company or a subsidiary, nor for any Share for which the Company or a subsidiary holds the depositary receipts. However, pledges and usufructuaries of Shares owned by the Company or a subsidiary are not excluded form exercising the voting rights, if the right of pledge or the usufruct was created before the Share was owned by the Company or such subsidiary. The Company or a subsidiary may not exercise voting rights for a Share in which it holds a right of pledge or a usufruct.

Article 25. Adoption of Resolutions without holding Meetings.

25.1	Resolutions of the Shareholders’ Body may also be adopted in writing without holding a General Meeting of Shareholders, provided they are adopted by the unanimous vote of all Shareholders entitled to vote. The provision of Article 21.3 shall apply by analogy. Adoption of resolutions outside of meetings shall not be permissible if there are persons with DRH-rights.
25.2	Each Shareholder must ensure that the Management Board is informed of the resolutions thus adopted as soon as possible in writing. The Management Board shall keep record of the resolutions adopted and it shall add such records to those referred to in Article 23.2.

Article 26. Amendment of the Articles of Association.

The Shareholders’ Body may resolve to amend these articles of Association. When a proposal to amend these Articles of Association is to be made at a General Meeting of Shareholders, the notice of such meeting must state so and a copy of the proposal, including the verbatim text thereof, shall be deposited and kept available at the Company’s office for inspection by the Shareholders and the persons with DRH-rights, until the conclusion of the meeting.

Article 27. Dissolution and Liquidation.

27.1	The Company may be dissolved pursuant to a resolution to that effect by the Shareholders’ Body. When a proposal to dissolve the Company is to be made at a General Meeting of Shareholders, this must be stated in the notice of such meeting.
27.2	If the Company is dissolved pursuant to a resolution of the Shareholders Body; the Management Board members shall become liquidators of the dissolved Company’s property. The Shareholders’ Body may decide to appoint other persons as liquidators.
27.3	During liquidation, the provisions of these Articles of Association shall

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remain in force to the extent possible.

27.4	The balance remaining after payment of the debts of the dissolved Company shall be transferred to the Shareholders in proportion to the aggregate nominal value of the Shares held by each.
27.5	In addition, the liquidation shall be subject to the relevant provisions of Book 2, Title 1, of the Dutch Civil Code.

Article 28. Transitory Provision.

The first financial year of the Company shall end on the thirty-first day of December two thousand five. This article shall cease to exist after the end of the first financial year.

Final Statements.

Finally, the person appearing has declared:

a.

at the incorporation the issued Share capital amounts to eighteen thousand Euro (EUR 18,000), divided into eighteen thousand (18,000) Shares of one Euro (EUR 1) each, the numbers 1 through 18,000 (hereinafter: the “Issued Shares”). All of the Issued Shares are hereby subscribed for by the Incorporator. The Issued Shares are issued at par. The Issued Shares have been paid for in cash. Payment in foreign currency was permitted. The documents which must be attached by virtue of Section 2:203a of the Dutch Civil Code have been attached to this deed (Annex II). The Company hereby accepts the payments made for the Issued Shares.

b.

the first members of the management board are:

1.	Kenneth Yeh Kang Hao, born in Brooklyn, New York, United States of America, on the eleventh day of September, nineteen hundred and sixty-eight, residing at 16 Farm Lane, Hillsborough, California 91010, United States of America;
2.	Adam Herbert Clammer, born in Laguna Beach, California, United States of America, on the twentieth day of August, nineteen hundred and seventy, residing at 1450 Green Street #8, San Francisco, California, United States of America; and
3.	Jean Marc Pesnel, born in Dugny, France, on the twenty-seventh day of November, nineteen hundred and fifty-nine, residing at 25 rue Berthier, 78000 Versailles, France;

Declaration of No Objection.

The ministerial Declaration of no Objection was granted on the twenty-seventh of September, two thousand five, under number B.V. 1339849, as stated in the written Declaration of the Ministry of Justice, which has been attached to this instrument (Annex III).

End.

The persons appearing is known to me, civil law notary.

This deed was executed in Amsterdam, the Netherlands, on the date stated in the first paragraph of this deed. The contents of the deed have been stated and clarified to the person appearing. The person appearing has declared not to

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wish the deed to be fully read out, to have noted the contents of the deed timely before its execution and to agree with the contents. After limited reading, this deed was signed first by the person appearing and thereafter by me, civil law notary.

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NOTE ABOUT TRANSLATION

This is a fair English translation of the Deed of incorporation of:

Argos Netherlands B.V., having its registered offices in Amsterdam, the Netherlands.

Argos Netherlands B.V. (the “Company”) is a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) organized under the laws of the Netherlands. The Company has its office address at Naritaweg 165, Telestone 8, 1043 BW Amsterdam, the Netherlands. The Company is currently registered with the Commercial Register of the Chamber of Commerce and Industry for Amsterdam under number 34233872.

In preparing the English translation of the deed of incorporation of the Company, an attempt has been made to translate as literally as possible without jeopardising the overall continuity of the text. Inevitably, however, differences may occur in translation, and if they do, the official Dutch text will by law govern. In this translation, Dutch legal concepts are expressed in English terms and not in their original Dutch terms; the concepts concerned may not be identical to concepts described by the English terms as such terms may be understood under the laws of other jurisdictions.

Loyens & Loeff N. V.

Annex I

Power of attorney

Annex II

Bank statement

POWER OF ATTORNEY

The undersigned, Argos General IP (Singapore) Pte. Ltd. (company number 200512430D), a private company limited by shares organized under the laws of the Republic of Singapore, having its registered offices at 8 Cross Street, #11-00 PWC Building, Singapore 048424, registered with the Registry of Companies and Businesses of the Republic of Singapore under registration number 200512430D (the “Company”),

1.	This power of attorney is governed by the laws of the Netherlands.
2.	In this instrument “Authorized Representative(s)” means any of the persons referred to in Clause 3 below.
3.	The Company hereby appoints each and any (deputy) civil law notary and paralegal of Loyens & Loeff N. V. as its Authorized Representative on its behalf and in its name or otherwise (acting jointly as well as separately). especially in order to:

a.	perform all acts and things and to sign and execute all deeds and documents which the Authorized Representative may consider necessary or advisable in connection with the incorporation of Argos Netherlands B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheld) under the laws of the Netherlands (the “B.V.”) by the Company; and
b.	without prejudice to the generality of the preceding words, to sign and execute the notarial deed of incorporation of the B.V. for and on behalf of the company, such in conformity with the draft notarial deed of incorporation prepared by Loyens & Loeff N.V.

4.	Each Authorized Representative is entitled to delegate this power of attorney, in full or in part, to a nominee appointed in writing at his own discretion.
5.	The Company hereby covenants and agrees to indemnify and to hold harmless any of the Authorized Representatives or any person(s) designated hereunder by them from and against any liability they or anyone of them might incur for any steps taken by them or anyone of them in connection with this power of attorney.

IN WITNESS WHEREOF, the Company has signed and executed this Power of Attorney on this ___ day of September 2005.

Duly signed for and on behalf of
Argos General IP (Singapore) Pte. Ltd.

-s- Adam Clammer
By:	Adam Clammer
Its:	Director
Place:	Mento Park, California
Date:	___ September 2005

EX-3.14

Exhibit-3.14

[Translation]

	MAILADDRESS	Postbus 71170 1008 BD AMSTERDAM
	ADDRESS	Forum
		Fred. Roeskestraat 100 1076 ED AMSTERDAM
	TELEPHONE	+31(0)20-578 5785
	FAX	+31 (0)20-578 5800
	INTERNET	www.loyensloeff.com

AMENDMENT TO THE ARTICLES OF ASSOCIATION of:

Avago Technologies Holdings B.V.,

having its registered offices in Amsterdam

August 30, 2006.

CONTENTS:

– True copy of the deed of amendment to the Articles of Association of Avago Technologies Holdings B.V., having its registered offices in Amsterdam, the Netherlands (the “Company”), executed before R. van Bork, civil law notary in Amsterdam, the Netherlands, on August 30, 2006;

– English office translation of the deed of amendment to the Articles of Association of the Company;

– shareholders’ resolution dated August 17, 2006;

– declaration of no objections;

– consecutive text of the articles of association of the Company;

– English office translation of the consecutive text of the articles of association of the Company.

Loyens & Loeff N.V. is gevestigd te Rotterdam en staat ingeschreven in het handelsregister bij de Kamer van Koophandel en Fabrieken onder nummer 24370566. Uitsluitend Loyens & Loeff N.V. geldt als opdrachtnemer. Op haar dienstverlening zijn haar Algemene Voorwaarden van toepassing, waarin onder meer een beperking van de aansprakelijkheid en een aanwijzing van de bevoegde rechter is opgenomen. Deze Algemene Voorwaarden staan afgedrukt op de achterkant van deze pagina en zijn eveneens te raadplegen via www.loyensloeff.com. Deze voorwaarden zijn op 1 januari 2005 gedeponeerd ter griffie van de rechtbank te Rotterdam onder nummer 142/2004.

AMSTERDAM     •     ANTWERPEN   •   ARNHEM   •   BRUSSEL   •   EINDHOVEN   •   LUXEMBURG   •   ROTTERDAM   •   ARUBA CURACAO   •   FRANKFURT   •   GENEVE   •   LONDEN   •   NEW YORK   •   PARIJS   •   SINGAPORE   •   TOKIO   •   ZURICH

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Execution copy

AMENDMENT TO THE ARTICLES OF ASSOCIATION

(Avago Technologies Holdings B.V.)

This thirtieth day of August, two thousand and six, there appeared before me, Rudolf van Bork, civil law notary officiating in Amsterdam, the Netherlands:

Jan Hendrik Gerrit Visser, with office address at Fred. Roeskestraat 100, 1076 ED Amsterdam, the Netherlands born in Zeist, the Netherlands, on the eleventh day of February nineteen hundred and eighty-one.

The person appearing declared the following:

on the seventeenth day of August, two thousand and six (August 17, 2006), the general meeting of shareholders of Avago Technologies Holdings B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) organized under the laws of the Netherlands, having its registered offices in Amsterdam, the Netherlands, and its principal place of business at Naritaweg 165, Telestone 8, 1043 BW Amsterdam, the Netherlands, registered with the Commercial Register of the Chamber of Commerce and Industries for Amsterdam under number 34233883 (the “Company”), resolved to partially amend the Articles of Association of the Company, as well as to authorize the person appearing to have this deed executed. The adoption of such resolutions is evidenced by a copy of the shareholder’s resolution attached to this deed (Annex I).

Furthermore, the person appearing declared that the Articles of Association of the Company were most recently partially amended by a deed executed before a substitute of R. van Bork, civil law notary officiating in Amsterdam, on the third day of February, two thousand and six (February 3, 2006), with respect to which a ministerial Statement of No Objections was granted on the first day of February, two thousand and six (February 1, 2006), under number B.V. 1339849. The Articles of Association of the Company have not been amended since then.

In implementing the aforementioned resolution, the Articles of Association of the Company are hereby partially amended as follows.

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Amendment A.

Article 12 paragraph 1 is amended and shall read as follows:

“1. The Board of Managing Directors of the Company shall consists of one or more managing directors A and one or more managing directors B. The term managing director(s) in these Articles means both managing director(s) A as well as managing director(s) B unless the contrary in apparent.

Only residents of the Netherlands can be appointed as managing directors B.”

Amendment B.

Article 14 paragraph 1 and 2 are amended and shall read as follows:

“1.

The Board of Managing Directors shall represent the Company. The authority to represent the Company shall also be vested in a managing director A and a managing director B, when acting jointly.

2.

In the event of a conflict of interest between the Company and one or more members of the Board of Managing Directors, the provisions of article 14.1 shall continue to apply unimpaired unless the general meeting has appointed one or more other persons to represent the Company in the case at hand or in general in the event of such a conflict. A resolution of the Board of Managing Directors with respect to a matter involving a conflict of interest with one or more members of the Board of Managing Directors in a private capacity shall be subject to the approval of the general meeting, but the absence of such approval shall not affect the authority of the members of the Board of Managing Directors or its members to represent the Company.”

Amendment C.

Article 16 is amended and shall read as follows:

“1

If a seat is vacant on the Board of Managing Directors (ontstentenis) or a managing director is unable to perform his duties (belet), the remaining managing directors or managing director shall be temporarily entrusted with the management of the Company, provided that at least one managing director A and one management director B are not absent or prevented from performing their duties.

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If all members of the Board of Managing Directors or the sole managing director of a certain class are absent or prevented from performing their duties, the person appointed for that purpose by the general meeting of shareholders shall be temporarily entrusted with the management of the Company together with the managing director or the managing directors of the other class, or together with the person appointed by the general meeting of shareholders for the purpose of being temporarily entrusted with the management of the Company.”

Statement Of No Objections.

With respect the foregoing amendment of the Articles of Association, a ministerial Statement of No Objections of the Dutch Ministry of Justice was granted on the twenty-eighth day of August, two thousand and six (August 28, 2006), under number B.V. 1339849, which is evidenced by a written statement from the Dutch Ministry of Justice attached to this deed (Annex II).

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End.

The person appearing is known to me, civil law notary.

This deed was executed in Amsterdam, the Netherlands, on the date stated in the first paragraph of this deed. The contents of the deed have been stated and clarified to the person appearing. The person appearing has declared not to wish the deed to be fully read out, to have noted the contents of the deed timely before its execution and to agree with the contents. After limited reading, this deed was signed first by the person appearing and thereafter by me, civil law notary.

(Was signed: J.H.G. Visser; R. van Bork)

ISSUED FOR TRUE COPY

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NOTE ABOUT TRANSLATION

This is a fair English translation of the deed of amendment to the Articles of Association of:

Avago Technologies Holdings B.V, having its official seat in Amsterdam, the Netherlands (the “Company”).

The Company is a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) under the laws of the Netherlands. The Company has its office address at Naritaweg 165, 1043 BW Amsterdam. The Company is currently registered at the Commercial Register of the Chamber of Commerce and Industry under registration number 34233872.

In preparing the English translation of the deed of amendment to the Articles of Association of the Company, an attempt has been made to translate as literally as possible without jeopardizing the overall continuity of the text. Inevitably, however, differences may occur in translation, and if they do, the official Dutch text will by law govern. In this translation, Dutch legal concepts are expressed in English terms and not in their original Dutch terms; the concepts concerned may not be identical to concepts described by the English terms as such terms may be understood under the laws of other jurisdictions.

Loyens & Loeff N.V.

SHAREHOLDERS RESOLUTION
in lieu of an
Extraordinary Meeting of Shareholders of

AVAGO TECHNOLOGIES HOLDINGS B.V.

The undersigned,

Avago Technologies General IP (Singapore) Pte. Ltd.,

a company existing under the laws of Singapore, with its corporate seat in Singapore, having its registered office at No. 1 Yishun Avenue 7, Singapore 768923, Singapore, in its capacity of sole shareholder of

Avago Technologies Holdings B.V.,

a private company with limited liability, incorporated and existing under the laws of the Netherlands, with its corporate seat in Amsterdam, having its registered office at Naritaweg 165, 1043 BW Amsterdam, the Netherlands (hereinafter referred to as “the Company”);

WHEREAS:

(i)	no shares in the Company have been pledged or are subject to a right of usufruct (“vruchtgebruik”) or any other right, lien or encumbrance;
(ii)	no depositary receipts (“certificaten”) have been issued in co-operation with the Company for shares in its capital;
(iii)	pursuant to section 2:238 of the Netherlands Civil Code and article 25.1 of the Company’s articles of association the General Meeting of Shareholders of the Company can adopt valid resolutions without a formal meeting being held, provided this is done in writing and provided such resolutions are adopted unanimously by all shareholders;
(iv)	the Company’s Managing Directors have been given the opportunity to advise on the resolutions herein;

(v)	the undersigned wishes to amend the Articles of Association of the Company in conformity with the draft Deed of Amendment of the Articles of Association prepared by Loyens & Loeff N.V., (advocates, tax advisors and civil law notaries); and to authorize each member of the Management Board of the Company and also each civil law notary, each deputy civil law notary and each paralegal of Loyens & Loeff N.V. (advocates, tax advisors and civil law notaries), severally, to apply to the Dutch Ministry of Justice for the Statement of No Objections and have the Deed of Amendment of the Articles of Association executed;
(vi)	the undersigned wishes to accept the resignation of Jeffrey Scott Henderson as Director of the Company as per the date of the execution of the amendment of the Articles of Association of the Company and to grant him a discharge from liability in respect of the performance of his duties as Director of the Company;
(vii)	the undersigned wishes to appoint Trust International Management (T.I.M.) B.V., Europe Management Company B.V. and Management Company Strawinsky B.V. as new Directors B of the Company as per the date of the execution of the amendment of the Articles of Association of the Company;
(viii)	the undersigned wishes to categorise the current Directors, Mr. Jean-Marc Pesnel, Mr. Rex Jackson and Ms. Maria de Las Mercedes Johnson as Directors A of the Company as per the date of the execution of the amendment of the Articles of Association of the Company.

HEREBY RESOLVES:

1. to amend the Articles of Association of the Company in conformity with the draft Deed of Amendment of the Articles of Association prepared by Loyens & Loeff N.V., (advocates, tax advisors and civil law notaries); and to authorize each member of the Management Board of the Company and also each civil law notary, each deputy civil law notary and each paralegal of Loyens & Loeff N.V. (advocates, tax advisors and civil law notaries), severally, to apply to the Dutch Ministry of Justice for the Statement of No Objections and have the Deed of Amendment of the Articles of Association executed;

2.	to accept the resignation of Jeffrey Scott Henderson as Director of the Company with effect as per the date of the amendment of the Articles of Association of the Company;
3.	to grant Jeffrey Scott Henderson a discharge from liability in respect of the performance of his duties as Director of the Company;
4.	to appoint Trust International Management (T.I.M.) B.V., Europe Management Company B.V. and Management Company Strawinsky B.V. as Directors B of the Company as per the date of the execution of the amendment of the Articles of Association of the Company;
5.	to categorise the current Directors, Mr. Jean-Marc Pesnel, Mr. Rex Jackson and Ms. Maria de Las Mercedes Johnson as Directors A of the Company as per the date of the amendment of the Articles of Association of the Company.

IN WITNESS WHEREOF this resolution was signed August 17, 2006.

Avago Technologies General IP (Singapore) Pte. Ltd.,

/s/ Rex Jackson

By: Rex Jackson

As: Director

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English translation of the articles of association

AVAGO TECHNOLOGIES HOLDINGS B.V.

ARTICLES OF ASSOCIATION

In this English office translation of the articles of association of Avago Technologies Holdings B.V. an endeavour has been made to translate as literally as possible without jeopardising the overall continuity of the text. Inevitably, however, differences can occur in translation and in that case, the Dutch text will govern by law. In this translation, Dutch legal concepts are expressed in English terms. These concepts may not be identical to those described by the English terms given that such terms could be construed otherwise under the laws of other jurisdictions.

The articles of association of Avago Technologies Holdings B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid), were lately partially amended by notarial deed executed before R. van Bork, civil law notary in Amsterdam, the Netherlands, on August 30, 2006. The Statement of No Objections from the Dutch Ministry of Justice was granted on August 28, 2006, under number B.V. 1339849.

Avago Technologies Holdings B.V. has its registered offices in Amsterdam, the Netherlands, and its principal place of business at Naritaweg 165, Telestone 8, 1043 BW Amsterdam, the Netherlands. Avago Technologies Holdings B.V. is currently registered with the Commercial Register of the Chamber of Commerce and Industry for Amsterdam under number 34233872.

Loyens & Loeff N.V.

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ARTICLES OF ASSOCIATION:

Article 1. Definitions.

1.1 In these Articles of Association the following words shall have the following meanings:

a.	a “Share”:
	a share in the capital of the Company;
b.	a “Shareholder”:
	a holder of one or more Shares;
c.	the “Shareholders” Body”:
	the body of the Company consisting of Shareholders entitled to vote together with pledgees and usufructuaries to whom voting rights attributable to Shares accrue;
d.	a “General Meeting of Shareholders”:
	a meeting of Shareholders and other persons entitled to attend meetings of Shareholders;
e.	“DRH-rights”:
	the rights conferred by law upon holders of depositary receipts issued with a company’s cooperation for shares in its capital;
f.	the “Management Board”:
	the management board of the Company;
g.	“in writing”:
	by letter, by telecopier, by e-mail, or by message which is transmitted via any other current means of communication and which can be received in the written form, provided that the identity of the sender can be sufficiently established;
h.	the “Distributable Equity”:
	the part of the Company’s equity which exceeds the aggregate of the issued capital and the reserves which must be maintained pursuant to the law;
i.	a “Company Body”:
	the Management Board or the Shareholders’ Body.

1.2 References to Articles shall be deemed to refer to articles of these Articles of Association, unless the contrary is apparent.

Article 2. Name and Official Seat.

2.1	The Company’s name is:
	Avago Technologies Holdings B.V.
2.2	The official seat of the Company is in Amsterdam.

Article 3. Objects.

The objects of the Company are:

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a. to incorporate, to participate in any way whatsoever in, to manage and to supervise businesses and companies;

b. to finance businesses and companies;

c. to borrow, to lend and to raise funds, including the issue of bonds, promissory notes or other securities or evidence of indebtedness as well as to enter into agreements in connection with aforementioned activities;

d. to render advice and services to businesses and companies with which the Company forms a group and to third parties;

e. to grant guarantees, to bind the company and to pledge its assets for obligations of businesses and companies with which it forms a group and on behalf of third parties;

f. to acquire, alienate, manage and exploit registered property and items of property in general;

g. to trade in currencies, securities and items of property in general;

h. to develop and trade in patents, trade marks, licenses, know-how and other industrial properly rights;

i. to perform any and all activities of an industrial, financial or commercial nature, and to do all that is connected therewith or may be conducive thereto, ail to be interpreted in the broadest sense.

Article 4. Authorized Capital.

4.1 The authorized capital of the Company equals ninety thousand euro (EUR 90,000).

4.2	The authorized capital of the Company is divided into ninety thousand (90,000) Shares with a nominal value of one euro (EUR 1) each.
4.3	All Shares shall be registered. No share certificates shall be issued.

Article 5. Register of Shareholders and Register of Depositary Receipt Holders.

5.1	The Management Board shall keep a register of Shareholders in which the names and addresses of all Shareholders are recorded. The names and addresses of pledgees and usufructuaries of Shares shall also be entered in the register of Shareholders.
5.2	Section 2:194 of the Dutch Civil Code applies to the register of Shareholders.

5.3 If depositary receipts for Shares are issued with the cooperation of the Company, the Management Board shall also keep a register of depositary receipt holders in which the names and addresses of all holders of depositary receipts for Shares are recorded. The register of depositary receipt holders may be part of the register of Shareholders.

Article 6. Issuance of Shares.

6.1 Shares may be issued pursuant to a resolution of the Shareholders’ Body. The Shareholders’ Body may transfer this authority to another Company Body and may also revoke such transfer.

6.2 A resolution to issue Shares shall stipulate the issue price and the other conditions of issue.

6.3 Upon issuance of Shares, each Shareholder shall have a right of pre-emption in proportion to the aggregate nominal value of his Shares, subject to the relevant

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limitations prescribed by law and the provision of Article 6.4.

6.4 Prior to each single issuance of Shares, the right of pre-emption may be limited or excluded by the Company Body competent to issue such Shares.

6.5 The provisions of Articles 6.1, 6.2, 6.3 and 6.4 shall apply by analogy to the granting of rights to subscribe for Shares, but do not apply to the issuance of Shares to a person exercising a right to subscribe for Shares previously granted.

6.6	The issue of a Share shall furthermore require a notarial deed, to be executed for that purpose before a civil law notary registered in the Netherlands, to which deed those involved in the issuance shall be parties.
6.7	The full nominal value of each Share must be paid upon issuance.

Article 7. Own Shares; Reduction of the Issued Capital.

7.1 The Company and its subsidiaries may acquire fully paid in Shares or depositary receipts thereof, with due observance of the limitations prescribed by law.

7.2 The Company may grant loans with a view to a subscription for or an acquisition of Shares or depositary receipts thereof, but not in excess of the amount of the Distributable Equity.

7.3 The Company shall maintain a non-distributable reserve up to the outstanding amount of the loans referred to in Article 7.2.

7.4 The Shareholders’ Body may resolve to reduce the Company’s issued capital in accordance with the relevant provisions prescribed by law.

Article 8. Transfer of Shares.

8.1 The transfer of a Share shall require a notarial deed, to be executed for that purpose before a civil law notary registered in the Netherlands, to which deed those involved in the transfer shall be parties.

8.2 Unless the Company itself is party to the legal act, the rights attributable to the Share can only be exercised after the Company has acknowledged said transfer or said deed has been served upon it in accordance with the relevant provisions of the law.

Article 9. Blocking Clause (approval Shareholders’ Body).

9.1 A transfer of one or more Shares can only be effected with due observance of the provisions set out in this Article 9, unless (i) all co-Shareholders have approved the intended transfer in writing, which approval shall then be valid for a period of three months, or (ii) the Shareholder concerned is obliged by law to transfer his Shares to a former Shareholder.

9.2 A Shareholder wishing to transfer one or more of his Shares (hereinafter: the “Applicant”) shall require the approval of the Shareholders’ Body for such transfer. The request for approval shall be made by the Applicant by means of a written notification to the Management Board, stating the number of Shares he wishes to transfer and the person or persons to whom the Applicant wishes to transfer such Shares. The Management Board shall be obliged to convene and to hold a General Meeting of Shareholders to discuss the request for

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	approval within six weeks from the date of receipt of the request. The contents of such request shall be stated in the convocation.
9.3	Within a period of three months of the Shareholders’ Body granting the approval requested, the Applicant may transfer the total number of the Shares to which the request relates, and not part thereof, to the person or persons named in the request.
9.4	If:

a.	the Shareholders’ Body does not adopt a resolution regarding the request for approval within six weeks after the request has been received by the Management Board; or
b.	the approval has been refused without the Shareholders’ Body having informed the Applicant, at the same time as the refusal, of one or more interested parties who are prepared to purchase all the Shares to which the request for approval relates for payment in cash (hereinafter: “Interested Parties”),
the approval requested shall be considered to have been granted, in the event mentioned under a on the final day of the six week period mentioned under a. The Company shall only be entitled to act as an Interested Party with the consent of the Applicant.

9.5 The Shares to which the request for approval relates can be purchased by the Interested Parties at a price to be mutually agreed between the Applicant and the Interested Parties or by one or more experts appointed by them. If they do not reach agreement on the price or the expert or experts, as the case may be, the price shall be set by one or more independent experts to be appointed on the request of one or more of the parties concerned by the chairman of the Chamber of Commerce and Factories at which the Company is registered in the Commercial Register. If an expert is appointed, he shall be authorized to inspect all books and records of the Company and to obtain all such information as will be useful to him in setting the price.

9.6 Within one month of the price being set, the Interested Parties must give notice to the Management Board of the number of the Shares to which the request for approval relates they wish to purchase. An Interested Party who fails to submit notice within said term shall no longer be counted as an Interested Party. Once the notice mentioned in the preceding sentence has been given, an Interested Party can only withdraw with the consent of the other Interested Parties.

9.7 The Applicant may withdraw up to one month after the day on which he is informed to which Interested Party or Parties he can sell all the Shares to which the request for approval relates and at what price.

9.8 All notifications and notices referred to in this Article 9 shall be made by certified mail or against acknowledgement of receipt. The convocation of the General Meeting of Shareholders shall be made in accordance with the relevant provisions of these Articles of Association.

9.9 All costs of the appointment of the expert or experts, as the case may be, and their determination of the price, shall be borne by:

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a.	the Applicant if he withdraws;
b.	the Applicant and the buyers for equal parts if the Shares have been purchased by one or more Interested Parties, provided that these costs shall be borne by the buyers in proportion to the number of Shares purchased;
c.	the Company, in cases not provided for under a or b.

Article 10. Pledging of Shares and Usufruct in Shares.

10.1 The provisions of Article 8 shall apply by analogy to the pledging of Shares and to the creation or transfer of a usufruct in Shares.

10.2 On the creation of a right of pledge in a Share and on the creation or transfer of a usufruct in a Share, the voting rights attributable to such Share may be assigned to the pledgee or the usufructuary, with due observance of the relevant provisions of the law.

10.3 Both the Shareholder without voting rights and the pledgee or usufructuary with voting rights shall have the DRH-rights. The DRH-rights may also be granted to the pledgee or usufructuary without voting rights, but only if the Shareholders’ Body has approved the same and with due observance of the relevant provisions of the law.

Article 11. Depositary Receipts for Shares.

The Company may cooperate in the issuance of registered depositary receipts for Shares, but pursuant to a resolution to that effect of the Shareholders’ Body only. Each holder of such depositary receipts shall have the DRH-rights.

Article 12. Management Board Members.

12.1	The Board of Managing Directors of the Company shall consists of one or more managing directors A and one or more managing directors B. The term managing director(s) in these Articles means both managing director(s) A as well as managing director(s) B unless the contrary in apparent.
	Only residents of the Netherlands can be appointed as managing directors B.
12.2	Management Board members are appointed by the Shareholders’ Body.
12.3	A Management Board member may be suspended or dismissed by the Shareholders’ Body at any time.

12.4 The authority to establish remuneration and other conditions of employment for Management Board members is vested in the Shareholders’ Body.

Article 13. Duties, Decision-making Process and Allocation of Duties.

13.1	The Management Board shall be entrusted with the management of the Company.
13.2	When making Management Board resolutions, each Management Board member may cast one vote.
13.3	All resolutions of the Management Board shall be adopted by more than half of the votes cast.

13.4 Management Board resolutions may at all times be adopted outside of a meeting, in writing or otherwise, provided the proposal concerned is submitted to all Management Board members then in office and none of them objects to this manner of adopting resolutions. Adoption of resolutions in writing shall be

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effected by written statements from all Management Board members then in office.

13.5

Resolutions of the Management Board shall be recorded in a minute book that shall be kept by the Management Board.

13.6

The Management Board may establish further rules regarding its decision-making process and working methods. In this context, the Management Board may also determine the duties for which each Management Board member in particular shall be responsible. The Shareholders’ Body may decide that such rules and allocation of duties must be put in writing and that such rules and allocation of duties shall be subject to its approval.

Article 14. Representation; Conflicts of Interest.

14.1 The Board of Managing Directors shall represent the Company. The authority to represent the Company shall also be vested in a managing director A and a managing director B, when acting jointly.

14.2 In the event of a conflict of interest between the Company and one or more members of the Board of Managing Directors, the provisions of article 14.1 shall continue to apply unimpaired unless the general meeting has appointed one or more other persons to represent the Company in the case at hand or in general in the event of such a conflict. A resolution of the Board of Managing Directors with respect to a matter involving a conflict of interest with one or more members of the Board of Managing Directors in a private capacity shall be subject to the approval of the general meeting, but the absence of such approval shall not affect the authority of the members of the Board of Managing Directors or its members to represent the Company.

14.3 In the event of a conflict of interest between the Company and one or more Management Board members, the provisions of Article 14.1 shall continue to apply unimpaired unless the Shareholders’ Body has appointed one or more other persons to represent the Company in the case at hand or in general in the event of such a conflict. A resolution of the Management Board with respect to a matter involving a conflict of interest with one or more Management Board members in a private capacity shall be subject to the approval of the Shareholders’ Body, but the absence of such approval shall not affect the authority of the Management Board or its members to represent the Company.

Article 15. Approval of Management Board Resolutions.

15.1 The Shareholders’ Body may require Management Board resolutions to be subject to its approval. The Management Board shall be notified in writing of such resolutions, which shall be clearly specified.

15.2 The absence of approval by the Shareholders’ Body of a resolution as referred to in this Article 15 shall not affect the authority of the Management Board or its members to represent the Company.

Article 16. Vacancy or Inability to Act.

16.1 If a seat is vacant on the Board of Managing Directors (ontstentenis) or a managing director is unable to perform his duties (belet), the remaining managing directors or managing director shall be temporarily entrusted with the

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management of the Company, provided that at least one managing director A and one management director B are not absent or prevented from performing their duties.

16.2

If all members of the Board of Managing Directors or the sole managing director of a certain class are absent or prevented from performing their duties, the person appointed for that purpose by the general meeting of shareholders shall be temporarily entrusted with the management of the Company together with the managing director or the managing directors of the other class, or together with the person appointed by the general meeting of shareholders for the purpose of being temporarily entrusted with the management of the Company.

Article 17. Financial Year and Annual Accounts.

17.1 The Company’s financial year shall run from the first day of November up to and including the thirty-first day of October of the following year.

17.2 Annually, not later than five months after the end of the financial year, unless by reason of special circumstances this period is extended by the Shareholders’ Body by not more than six months, the Management Board shall prepare annual accounts and deposit the same for inspection by the Shareholders at the Company’s office.

17.3 Within the same period, the Management Board shall also deposit the annual report for inspection by the Shareholders, unless Section 2:396, subsection 6 or Section 2:403 of the Dutch Civil Code applies to the Company.

17.4 The annual accounts shall consist of a balance sheet, a profit and loss account and explanatory notes.

17.5 The annual accounts shall be signed by the Management Board members. If the signature of one or more of them is missing, this shall be stated and reasons for this omission shall be given.

17.6	The Company may, and if the law so requires shall, appoint an accountant to audit the annual accounts. Such appointment shall be made by the Shareholders’ Body.
17.7	The Shareholders’ Body shall adopt the annual accounts.

17.8 The Shareholders’ Body may grant full or limited discharge to the Management Board members for the management pursued.

Article 18. Profits and Distributions.

18.1 The allocation of profits accrued in a financial year shall be determined by the Shareholders’ Body. If the Shareholders’ Body does not adopt a resolution regarding the allocation of the profits prior to or at latest immediately after the adoption of the annual accounts, the profits will be reserved.

18.2 Distribution of profits shall be made after adoption of the annual accounts if permissible under the law given the contents of the annual accounts.

18.3	The Shareholders’ Body may resolve to make interim distributions on Shares and/or to make distributions on Shares at the expense of any reserve of the Company. In addition, the Management Board may decide to make interim distributions on Shares.
18.4	Distributions on Shares shall be made payable immediately after the resolution

 9

	to make the distribution, unless another date of payment has been determined in the resolution.
18.5	Distributions on Shares may be made only up to an amount which does not exceed the amount of the Distributable Equity.
18.6	In calculating the amount of any distribution on Shares, Shares held by the Company shall be disregarded.

Article 19. General Meetings of Shareholders.

19.1	The annual General Meeting of Shareholders shall be held within six months after the end of the financial year.
19.2	Other General Meetings of Shareholders shall be held as often as the Management Board deems such necessary.
19.3	Shareholders and/or persons with DRH-rights representing in the aggregate at least one-tenth of the Company’s issued capital may request the Management Board to convene a General Meeting of Shareholders, stating specifically the subjects to be discussed. If the Management Board has not given proper notice of a General Meeting of Shareholders within four weeks following receipt of such request such that the meeting can be held within six weeks after receipt of the request, the applicants shall be authorized to convene a meeting themselves.

Article 20. Notice, Agenda and Venue of Meetings.

20.1	Notice of General Meetings of Shareholders shall be given by the Management Board. Furthermore, notice of General Meetings of Share-holders may be given by persons to whom voting rights to Shares accrue representing in the aggregate at least half of the Company’s issued capital, without prejudice to the provisions of Article 19.3.
20.2	Notice of the meeting shall be given no later than on the fifteenth day prior to the day of the meeting.
20.3	The notice of the meeting shall specify the subjects to be discussed. Subjects which were not specified in such notice may be announced at a later date, with due observance of the term referred to in Article 20.2.
20.4	A subject for discussion of which discussion has been requested in writing not later than thirty days before the day of the meeting by one or more Shareholders and/or persons with DRH-rights who individually or jointly represent at least one percent of the Company’s issued capital, shall be included in the notice or shall be notified in the same way as the other subjects for discussion, provided that no important interest (zwaarwichtig belang) of the Company dictates otherwise.
20.5	The notice of the meeting shall be sent to the addresses of the Shareholders and the persons with DRH-rights shown in the register of Shareholders and the register of depositary receipt holders.
20.6	General Meetings of Shareholders are held in the municipality in which, according to these Articles of Association, the Company has its official seat. General Meetings of Shareholders may also be held elsewhere, but in that case valid resolutions of the Shareholders’ Body may only be adopted if all of the

10

Company’s issued capital is represented and each person with DRH-rights has been duly convened.

Article 21. Admittance and Rights at Meetings.

21.1	Each Shareholder and each person with DRH-rights shall be entitled to attend the General Meetings of Shareholders, to address the meeting and, if the voting rights accrue to him, to exercise his voting rights. Share-holders and persons with DRH-rights may be represented in a meeting by a proxy authorized in writing.
21.2	At a meeting, each person present with voting rights must sign the attendance list. The chairperson of the meeting may decide that the attendance list must also be signed by other persons present at the meeting.
21.3	The Management Board members shall, as such, have the right to give advice in the General Meetings of Shareholders.
21.4	The chairperson of the meeting shall decide on the admittance of other persons to the meeting.

Article 22. Chairperson and Secretary of the Meeting.

22.1	The chairperson of a General Meeting of Shareholders shall be appointed by more than half of the votes cast by the persons with voting rights present at the meeting. Until such appointment is made, a Management Board member shall act as chairperson, or, if no Management Board member is present at the meeting, the eldest person present at the meeting shall act as chairperson.
22.2	The chairperson of the meeting shall appoint a secretary for the meeting.

Article 23. Minutes; Recording of Shareholders’ Resolutions.

23.1

The secretary of a General Meeting of Shareholders shall keep minutes of the proceedings at the meeting. The minutes shall be adopted by the chairperson and the secretary of the meeting and as evidence thereof shall be signed by them.

23.2

The Management Board shall keep record of all resolutions adopted by the Shareholders’ Body. If the Management Board is not represented at a meeting, the chairperson of the meeting shall ensure that the Management Board is provided with a transcript of the resolutions adopted, as soon as possible after the meeting. The records shall be deposited at the Company’s office for inspection by the Shareholders and the persons with DRH-rights. On application, each of them shall be provided with a copy of or an extract from the records.

Article 24. Adoption of Resolutions in a Meeting.

24.1	Each Share confers the right to cast one vote.
24.2	To the extent that the law or these Articles of Association do not require a qualified majority, all resolutions of the Shareholders’ Body shall be adopted by more than half of the votes cast.
24.3	If there is a tie in voting, the proposal shall be deemed to have been rejected.
24.4	If the formalities for convening and holding of General Meetings of Shareholders, as prescribed by law or these Articles of Association, have not been complied with, valid resolutions of the Shareholders’ Body may only be

11

adopted in a meeting, if in such meeting all of the Company’s issued capital is represented and such resolution is carried by unanimous vote and each person with DRH-rights is present or represented.

24.5

In the Shareholders’ Body, no voting rights may be exercised for any Share held by the Company or a subsidiary, nor for any Share for which the Company or a subsidiary holds the depositary receipts. However, pledgees and usufructuaries of Shares owned by the Company or a subsidiary are not excluded from exercising the voting rights, if the right of pledge or the usufruct was created before the Share was owned by the Company or such subsidiary. The Company or a subsidiary may not exercise voting rights for a Share in which it holds a right of pledge or a usufruct.

Article 25. Adoption of Resolutions without holding Meetings.

25.1	Resolutions of the Shareholders’ Body may also be adopted in writing without holding a General Meeting of Shareholders, provided they are adopted by the unanimous vote of all Shareholders entitled to vote. The provision of Article 21.3 shall apply by analogy. Adoption of resolutions outside of meetings shall not be permissible if there are persons with DRH-rights.
25.2	Each Shareholder must ensure that the Management Board is informed of the resolutions thus adopted as soon as possible in writing. The Management Board shall keep record of the resolutions adopted and it shall add such records to those referred to in Article 23.2.

Article 26. Amendment of the Articles of Association.

The Shareholders’ Body may resolve to amend these Articles of Association. When a proposal to amend these Articles of Association is to be made at a General Meeting of Shareholders, the notice of such meeting must state so and a copy of the proposal, including the verbatim text thereof, shall be deposited and kept available at the Company’s office for inspection by the Shareholders and the persons with DRH-rights, until the conclusion of the meeting.

Article 27. Dissolution and Liquidation.

27.1	The Company may be dissolved pursuant to a resolution to that effect by the Shareholders’ Body. When a proposal to dissolve the Company is to be made at a General Meeting of Shareholders, this must be stated in the notice of such meeting.
27.2	If the Company is dissolved pursuant to a resolution of the Shareholders’ Body, the Management Board members shall become liquidators of the dissolved Company’s property. The Shareholders’ Body may decide to appoint other persons as liquidators.
27.3	During liquidation, the provisions of these Articles of Association shall remain in force to the extent possible.
27.4	The balance remaining after payment of the debts of the dissolved Company shall be transferred to the Shareholders in proportion to the aggregate nominal value of the Shares held by each.
27.5	In addition, the liquidation shall be subject to the relevant provisions of Book 2, Title 1, of the Dutch Civil Code.

EX-3.15

Exhibit 3.15

Company Registration No.

LL05006

THE OFFSHORE COMPANIES ACT, 1990

PRIVATE COMPANY LIMITED BY SHARES

MEMORANDUM

AND

ARTICLES OF ASSOCIATION

Avago Technologies Imaging Holding (Labuan) Corporation

(Formerly Known as Argos Imaging Holding (Labuan) Corporation)

Incorporated on 20 September 2005.

Form 12

Offshore Companies Act 1990

(Section 51(3))

Company No. : LL05006

NOTICE OF RESOLUTION

(INCREASE IN SHARE)

Avago Technologies Imaging Holding (Labuan) Corporation (Formerly Known as Argos Imaging Holding
(Labuan) Corporation)

To
Director-General
Labuan Offshore Financial Services Authority
Federal Territory of Labuan, Malaysia

At a meeting of the members of the above-named company duly convened and held on 01 December 2005 the special resolution set out below was duly passed.

(Set out resolution here if a copy thereof is not annexed)

Resolution:	SPECIAL RESOLUTION:
	- INCREASE OF AUTHORISED SHARE CAPITAL
	“That the authorised share capital of the Company be hereby increased from USD10,000.00 divided into 10,000 ordinary shares of USD1.00 each to USD100,000,000.00 divided into 100,000,000 ordinary shares of USD1.00 each by the creation of 99,990,000 new ordinary shares of USD 1.00 each and such new ordinary shares when issued shall rank pari passu in all respects with the existing ordinary shares in the capital of the Company.”

Dated 01 December 2005

p.p. ZAID IBRAHIM SECRETARIAL SERVICES SDN. BHD.

/s/ Azizan Mohd Som

Secretary

Authorised Signatory

Form 11

Offshore Companies Act 1990
(Section 22(2))

Company No : LL05006

CERTIFICATE OF INCORPORATION ON CHANGE OF NAME OF OFFSHORE COMPANY

This is to certify that Argos Imaging Holding (Labuan) Corporation which was incorporated as an offshore company under the Offshore Companies Act 1990 on the 20 September 2005 did by a special resolution resolve to change its name to Avago Technologies Imaging Holding (Labuan) Corporation and that the company is now known by its new name with effect from the 29 September 2005.

Given under my hand and seal this 29 September 2005

 
/s/ MOHD. RIDZUAN ZULKIFLI
(MOHD. RIDZUAN ZULKIFLI)
for Labuan Offshore Financial Services Authority
Federal Territory of Labuan
Malaysia

(LABUAN INTERNATIONAL OFFSHORE FINANCIAL CENTRE)

Form 12

Offshore Companies Act 1990

(Section 22(1))

Company No. : LL05006

NOTICE OF RESOLUTION

(CHANGE OF NAME)
Argos Imaging Holding (Labuan) Corporation

To
Director-General
Labuan Offshore Financial Services Authority
Federal Territory of Labuan, Malaysia

At a meeting of the members of the above-named company duly convened and held on 28 September 2005 the special resolution set out below was duly passed.

(Set out resolution here if a copy thereof is not annexed)

Resolution:	SPECIAL RESOLUTION:
	- CHANGE OF COMPANY NAME
	“That the name of the Company be changed from “Argos Imaging Holding (Labuan) Corporation” to “Avago Technologies Imaging Holding (Labuan) Corporation” with effect from the date the Registrar registers the change of name.”

Dated 28 September 2005

p.p. ZAID IBRAHIM SECRETARIAL SERVICES SDN. BHD.

/s/ Zafrul Shastri Hashim

Secretary

Authorised Signatory

Form 7

Offshore Companies Act 1990

(Section 15(5))

Company No : LL05006

CERTIFICATE OF INCORPORATION OF OFFSHORE COMPANY

This is to certify that Argos Imaging Holding (Labuan) Corporation is incorporated under the Offshore Companies Act 1990 on and from the 20 September 2005 and that the company is a company limited by shares.

Given under my hand and seal this 20 September 2005.

/s/ MD. YUNUS BIN ATIP
(MD. YUNUS BIN ATIP)
for Labuan Offshore Financial Services Authority
Federal Territory of Labuan
Malaysia

(LABUAN INTERNATIONAL OFFSHORE FINANCIAL CENTRE)

Exempted from stamp duty via Stamp Duty
[Exemption] Order 2000 dated 17/01/2000 p.u. [A]9

THE OFFSHORE COMPANIES ACT, 1990
COMPANY LIMITED BY SHARES

MEMORANDUM OF ASSOCIATION

OF

Argos Imaging Holding (Labuan) Corporation

A.	The name of the Company is Argos Imaging Holding (Labuan) Corporation
B.	The registered office of the Company will be situated in the Federal Territory of Labuan, Malaysia and the management and control of the Company are to be exercised in Malaysia.
C.	The objects for which the Company is established are:-

(1)	To carry on the business of an investment holding company and for that purpose to acquire and hold either in the name of the Company or in that of any nominee shares, stocks, debentures, debenture stocks, bonds, notes, obligations and securities issued or guaranteed by any company or any other legal entity wherever incorporated, formed or carrying on business, and debentures, debenture stocks, bonds, notes, obligations and securities issued or guaranteed by any government, sovereign ruler, commissioners, public body or authority supreme, dependent, municipal, local or otherwise in any part of the world.
(2)	To invest the money of the Company upon such investments, undertaking, partnerships, syndicates, joint and single ventures, public and private corporations and enterprises and in such manner as may from time to time be determined.
(3)	To insure or guarantee the payment of advances, credits, bills of exchange and other commercial obligations or commitments of every description whether at home or abroad, and to indemnify any person against default in any such payment, and to guarantee the payment of money secured by or payable under or in respect of any debenture, debenture stock, bond, mortgage, charge or security of any person or corporation, or any local or other authority.
(4)	To enter into or be a party to any transaction or document.
(5)	To acquire, hold, dispose of or deal with any information or rights or property of any kind.
(6)	To acquire, hold, dispose of or deal with the whole or any part of the undertaking of any other company, association or business.
(7)	To dispose of or otherwise deal with the whole or any part of its undertaking or business.
(8)	To assume any duties, obligations or liabilities.

Page 1

(9)	To acquire any rights or interests.
(10)	To provide or procure provision of any services.
(11)	To lend and borrow in any currency or currencies except the Malaysian currency as permitted by the Offshore Companies Act 1990 and the regulations made thereunder and/or the Labuan Offshore Financial Services Authority (“LOFSA”) and/or any relevant governmental or non-governmental authority.
(12)	To procure its registration or recognition in any place outside Labuan.
(13)	To create and extinguish liabilities and rights and interests.
(14)	To issue shares, debentures and options, and to subscribe for shares, debentures and options and to redeem and forfeit the same.
(15)	To employ or retain persons in and about its business or the business of any other company or person.
(16)	To give indemnities and guarantees and obtain indemnities and guarantees.
(17)	To take out insurance of all kinds whether over the property or rights of the Company or not.
(18)	To promote any other company.
(19)	To make gifts, donations and wagers, which may lawfully be made, whether the same may, or may not be for the purpose of advancing its business.
(20)	To do any of the things which it may do in association with any other person and as principal or agent or as trustee or for its own benefit.
(21)	To promote any other business.
(22)	To do all such things as are incidental or conducive to the exercise of the powers of the Company.
(23)	By way of settlement or other dealing or disposition, to give the right to a person not a member of the Company to share in the whole or any part of its gains or profits to the exclusion of its members, provided that in exercising such power no distribution of gains or profits shall be made pursuant to such settlement, disposition or other dealing which would exceed the amount properly distributed as a dividend or properly capable of being returned as capital surplus where such distribution is a distribution to some or to all of the members of the Company.
(24)	To establish or acquire or carry on an office being a subsidiary or a branch or a marketing office or a general office in any part of Malaysia outside Labuan with the approval of LOFSA and subject always to the provisions of the Offshore Companies Act 1990 and regulations made thereunder.

Page 2

(25) To do all other things which are not prohibited by or under the Offshore Companies Act 1990 or the regulations or otherwise by any written law of Malaysia.

D.

The liability of the members is limited.

E.

The share capital of the Company is UNITED STATES DOLLARS TEN THOUSAND (USD10,000.00) only divided into TEN THOUSAND (10,000) ordinary shares of UNITED STATES DOLLAR ONE (USD1.00) par value each (collectively the “Capital”) with power for the Company to increase, sub-divide, consolidate or reduce such Capital and to divide the shares forming the Capital (original, increased or reduced) into several classes and to attach thereto respectively preferential, deferred, special or qualified rights, privileges or conditions as regards dividends, repayment of capital, voting or otherwise.

* * * * * * * * * * * * * * * * * * * * * * * * *

Page 3

We, the several persons whose names and addresses are subscribed, are desirous of being formed into an Offshore Company pursuant to the Offshore Companies Act 1990 and to this Memorandum of Association, and we respectively agree to take the number of shares in the capital of the Company set opposite our respective names.

Names, addresses and descriptions
of Subscribers Number of Shares taken by each
Subscriber

Argos General IP (Singapore) Pte. Ltd.		1	ONE
(Company No. : 200512430D)	ORDINARY		ORDINARY SHARE
c/o Wong Partnership,	SHARE
Advocates and Solicitors,
80 Raffles Place, #58-01, UOB Plaza 1,
SINGAPORE 048624
	/s/ Adam H. Clammer
	Authorised Signatory for
	Argos General IP (Singapore) Pte. Ltd.
Total Number of Shares Taken	ONE ORDINARY SHARE
	OF USD1.00 EACH
Dated this 9th day of September, 2005
Witness to the above signature :
	/s/ Kimberly Ann Wilding
	Name : Kimberly Ann Wilding
	Driving License No. : C1639206
	Address : 49 Showers, Dr. Unit 227 Mountain View, CA 94040, United States of America

Page 4

Exempted from stamp duty via Stamp Duty
[Exemption] Order 2000 dated 17/01/2000 p.u. [A]9

THE OFFSHORE COMPANIES ACT 1990
COMPANY LIMITED BY SHARES

ARTICLES OF ASSOCIATION

OF

Argos Imaging Holding (Labuan) Corporation

INTERPRETATION

1) Definitions. Reference in these Articles to the Act shall mean the Offshore Companies Act, 1990. The following Articles shall constitute the Articles of the Company. In these Articles, words and expressions defined in the Act shall have the same meaning and unless otherwise required by the context, the singular shall include the plural and vice versa, the masculine shall include the feminine and neuter genders and references to persons shall include corporations and all legal entities capable of having a legal existence.

LIMITED COMPANY

2)	Private Company Limited By Shares. The Company is a private company, and accordingly:-
	(a)	the right to transfer shares is restricted in the manner hereinafter prescribed;
	(b)	any invitation to the public to subscribe for any shares or debentures of the Company is prohibited except in accordance with the Act;
	(c)	Any invitation to the public to deposit money with the Company for fixed periods or payable at call, whether bearing or not bearing interest, is prohibited except in accordance with the Act; and
	(d)	all prices and values given in respect of the shares of the company shall be in a currency other than the Malaysian currency.

SHARES

3)

Issue Of Shares. The shares taken by the subscribers to the Memorandum of Association shall be issued by the directors, subject as aforesaid, and to the provisions of the immediate following Articles, the shares shall be under the control of the directors, who may allot and issue the same to such persons on such terms and conditions and at such times as the directors think fit but so that no shares shall be issued at a discount except in accordance with Section 50 of the Act.

4)

Redeemable Preference Shares. The Company shall have power to issue preference shares carrying a right to redemption or liable to be redeemed at the option of the Company or to issue preference capital ranking equally with or in priority to preference shares already issued and the Directors may, subject to the provisions of the Act, redeem such shares on such terms and in such manner as they may think fit.

Page 5

5)

Share Certificate. Every member shall without payment be entitled, to receive, within two (2) months after allotment or within one (1) month after lodgement of transfer, certificate(s), under the Seal for all the shares registered in his name, specifying the shares to which the certificate relates and the amount paid up thereon Provided that in the case of joint holders the Company shall not be bound to issue more than one certificate and delivery of such certificate to any one of the joint holders shall be sufficient delivery to all. Each share certificate shall be numbered and denote the number of the shares in respect of which it is issued.

6)

Issue of New Certificate. If a certificate is worn out or lost, it may be renewed on production of the worn-out certificate, or on satisfactory proof of its loss together with such indemnity as the directors may reasonably require. Any member receiving a share certificate shall indemnify and hold the Company and its officers harmless from any loss or liability which it or they may incur by reason of wrongful or fraudulent use or representation made by any person by virtue of the possession of such certificate.

LIEN

7)	Company To Have Lien On Shares And Dividends. The Company shall have a first and paramount lien upon all shares (whether fully paid or not) registered in the name of any member, either alone or jointly with any other person, for his debts, liabilities and engagement whether solely or jointly with any other person, to or with the Company, whether the period for the payment fulfilment or discharge thereof shall have actually arrived or not, and such lien shall extend to all dividends from time to time declared in respect of such shares.
8)	Lien May Be Enforced By Sale Of Shares. The directors may sell any shares subject to such lien at such time or times and in such manner as they think fit, but no sale shall be made until such time as the moneys in respect of which such lien exists or some part thereof are or is presently payable or a liability or engagement in respect of which such lien exists is liable to be presently fulfilled or discharged and until a demand and notice in writing stating the amount due or specifying the liability or engagement and demanding payments or fulfilment or discharge thereof, and giving notice of intention to sell in default, shall have been served on such member or any persons entitled by transmission to the shares, and default in payment, fulfilment or discharge shall have been made by him or them for seven (7) days after such notice.
9)	Directors May Authorise Transfer And Enter Purchaser’s Name In Register. To give effect to any such sale the directors may authorise some persons to transfer the shares sold to the purchaser and may enter the purchaser’s name in the register of members as holders of the shares, and the purchaser shall not be bound to see to the application of the purchase money, nor shall his title to the shares be affected by an irregularity or invalidity in the proceedings in reference to the sale.
10)	Application Of Proceeds Of Sale. The net proceeds of any such sale shall be applied in or towards satisfaction of the amount due to the Company or of the liability and the balance (if any) shall be paid to the member or any person entitled by transmission to the shares so sold.
11)	Members Not Entitled To Privilege Of Membership Until All Calls Paid. No member shall be entitled to receive any dividend or to exercise any privilege as a member until he has paid all calls for the time being due and payable on every share held by him, whether alone or jointly with any other person, together with interest and expenses (if any).

Page 6

CALLS ON SHARES

12)	(a)	Directors May Make Calls. The directors may, subject to the provisions of these Articles, from time to time make such calls upon the members in respect of all moneys unpaid on their shares as they think fit, provided that fourteen (14) days’ notice at least is given of each call and each member shall be liable to pay the amount of every call so made upon him to the persons, by the instalments (if any) and at the times and places appointed by the directors.
	(b)	When Call Deemed To Have Been Made. A call shall be deemed to have been made at the time when the resolution of the directors authorising such call was passed.
	(c)	Liability Of Joint Holders. The joint holder of a share shall be jointly and severally liable to pay all calls and instalments in respect thereof.
	(d)	Interest On Unpaid Call. If before or on the said appointed date for payment thereof, a call or instalment payable in respect of a share is not paid, the person from whom the same is due shall pay interest on the amount of the call or instalment at such rate not exceeding ten per cent (10%) per annum as the directors shall fix from the day appointed for payment thereof to the time of actual payment, but the directors may waive payment of such interest wholly or in part.
	(e)	Sum Payable On Allotment Deemed To Be A Call. Any sum which by the terms of allotment of a share is made payable upon allotment or at any fixed date, whether on account of the amount of the share or by way of premium, shall, for all purposes of these Articles, be deemed to be a call duly made and payable on the date fixed for payment, and in case of non-payment the provisions of these Articles as to payment of interest and expenses, forfeiture and the like, and all of the relevant provisions of these Articles, shall apply as if such sum were a call duly made and notified as hereby provided.
	(f)	Difference In Calls. The directors may, from time to time, make arrangements on the issue of shares for a difference between the holders of such shares in the amount of calls to be paid and in the time of payment of such calls.
	(g)	Calls May Be Paid In Advance. The directors may, if they think fit, receive from any member willing to advance the same, all or any part of the money due upon his shares beyond the sums actually called up thereon, and upon the moneys so paid in advance, or so much thereof as exceeds the amount for the time being called up on the shares in respect of which such advance has been made, the directors may pay or allow such interest as may be agreed between them and such member, in addition to the dividend payable upon such part of the share in respect of which such advance has been made as is actually called up.

TRANSFER OF SHARES

13) (a) Offer To Sell Shares. No member shall sell, transfer or otherwise part with the beneficial ownership of any share in the Company without first making an offer to sell the same to the other existing members.

Page 7

(b)	Offer To Remain Open. Every such offer shall remain open for the period stated in the offer, or if it is not stated in the offer, then for one hundred and twenty (120) days from the date of the offer.
(c)	More Than One Offerree. If before the expiry of such period the offeree shall, or if there is more than one any or all of the offeree(s) shall, accept all the shares so offered so that no part of the shares offered remain unaccepted, the offeror shall sell and the offeree or offerees shall purchase all the shares at the price not less than the fair market value as defined under paragraph (e) of this Article 13.
(d)	Notification To Auditors. Any member intending to offer his shares in the Company for sale shall not later than seven (7) days after the offer is made notify the Company’s auditors in writing of his intention to do so.
(e)	“Fair Value”. For the purpose of this Article 13, “fair value” per share shall mean the market value and if there is no market value determinable, it shall be the shareholders equity value equivalent to the total assets amount less the total liabilities amount as shown in the Company’s balance sheet, certified by the Company’s auditor in his sole discretion as at the end of the calendar month immediately preceding the calendar month in which the offer of the sale thereof is made or deemed to have been made, divided by the total number of issued shares of the Company. The fair value so determined shall be final and conclusive and binding upon the selling member and purchasing member. The Company’s auditor for the purpose of this provision, shall report the “fair value” as herein provided to the selling member and purchasing member within sixty (60) days after the receipt from the selling member of a notice in writing of his intention to sell the shares as herein provided. In certifying the fair value of the shares the Company’s auditor shall be acting as an expert and not as an arbitrator, and accordingly, the Malaysian arbitration laws shall not apply. All costs and expenses of the auditor shall be borne by the selling member.
(f)	Transfer To Be In Writing. Subject to the restrictions of these Articles, any member may transfer all or any of his shares but every transfer must be in writing and in the usual common form, or in any other form which the director may approve, and may be under hand only, and must be left at the office or at such other place as the directors may determine for registration, accompanied by the certificate for the shares to be transferred and such other evidence (if any) as the directors may require to prove the title of the intending transferor or his right to transfer the shares.
(g)	Signing By Both Transferor and Transferee. The instrument of transfer of a share shall be signed both by the transferor and by the transferee, and the transferor shall be deemed to remain the holder of the share until the name of the transferee is entered in the register in respect thereof. Shares of different classes shall not be comprised in the same instrument of transfer.
(h)	Retention of Instruments Of Transfer. All instruments of transfer which shall be registered shall be retained by the Company, but any instrument of transfer which the directors may refuse to register shall (except in any case of fraud) be returned to the party presenting the same.

Page 8

(i)	Refusal To Register Transfer. If the directors refuse to register any transfer of a share, they shall within one (1) month after the date of which the transfer was lodged with the Company, send to the transferee notice of the refusal.
(j)	Suspension Of Registration. The registration of transfer may be suspended at such time and for such period as the directors may from time to time determine, provided always that such registration shall not be suspended for more than thirty (30) days in any year.
(k)	Renunciations. Nothing in these Articles shall preclude the directors from recognising a renunciation on the allotment of any share by the allottee in favour of some other persons.

TRANSMISSION OF SHARES

14)	(a)	Transmission On Death. In the case of the death of a shareholder the survivors or survivor where the deceased was a joint holder, and the executors or administrators of the deceased where he was a sole or only surviving holder, shall be the only person recognised by the Company as having any title to his interest in the shares, but nothing in this Article shall release the estate of a deceased holder (whether sole or joint) from any liability in respect of any share held by him.
	(b)	Registration Of Executors And Trustees In Bankruptcy. Any person becoming entitled to a share in consequence of the death, incompetence or bankruptcy of a member may, subject as hereinafter provided, either be registered himself as holder of the share upon giving to the Company notice in writing of his desire, or transfer such share to some other persons. All the provisions relating to the right to transfer and the registration of transfer of shares shall be applicable to any such notice or transfer as aforesaid as if the death, incompetence or bankruptcy of the member had not occurred and the notice or transfer were a transfer executed by such member.
	(c)	Rights Of Unregistered Holders And Trustees. Save as otherwise provided by or in accordance with these provisions, a person becoming entitled to a share in consequence of the death or bankruptcy of a member shall be entitled to the same dividends and other advantages to which he would be entitled if he was the registered holder of the share, except that he shall not be entitled in respect thereof to exercise the rights conferred by the membership in relation to meetings of the Company until he has been registered as a member in respect of the share. Should such person fail either to transfer the share or to be registered as a member in respect thereof within sixty (60) days of being required to do by the directors, he shall be deemed to have elected to be registered as a member in respect thereof and may be registered accordingly.

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FORFEITURE OF SHARES

15)	(a)	Directors Require Payment Of Call With Interest And Expenses. If any member fails to pay the whole or any part of any call or instalment of a call on or before the day appointed for the payment thereof, the directors may at any time thereafter, during such time as the call or instalment or any part thereof remains unpaid, serve a notice on him or on the person entitled to the share by transmission requiring him to pay such call or instalment or such part thereof as remains unpaid, together with interest at such rate not exceeding ten per cent (10%) per annum as the directors shall determine, and any expenses that may have accrued by reason of such non-payment.
	(b)	Notice Requiring Payment To Contain Certain Particulars. The notice shall name a further day (not earlier than the expiration of seven (7) days from the date of the notice) on or before which such call or instalment, or such part as aforesaid, and all interest and expenses that have accrued by reason of such non-payment, are to be paid. It shall also name the place where payment is to be made, and shall state that, in the event of non-payment at or before the time and at the place appointed, the shares in respect of which such call was made will be liable to be forfeited.
	(c)	On Non-compliance With Notice Shares Forfeited On Resolution Of Directors. If the requirements of any such notice as aforesaid are not complied with, any share in respect of which such notice has been given may at any time thereafter, before the payment required by the notice has been made, be forfeited by a resolution of the directors to that effect. A forfeiture of shares shall include all dividends in respect of the shares not actually paid before the forfeiture notwithstanding that they shall have been declared.
	(d)	Notice Of Forfeiture To Be Given And Entered In Register Of Members. When any share has been forfeited in accordance with these Articles, notice of the forfeiture shall forthwith be given to the holder of the share or to the person entitled to the share by transmission, as the case may be, and an entry of such notice having been given, and of the forfeiture with the date thereof, shall forthwith be made in the register of members opposite to the share.
	(e)	Directors May Annul Forfeiture Upon Terms. Notwithstanding any such forfeiture as aforesaid the directors may, at any time before the forfeited share has been otherwise disposed of, annul the forfeiture upon the terms of payment of all calls and interest due thereon and all expenses incurred in respect of the share and upon such further terms (if any) as they shall see fit to impose.
	(f)	Directors May Dispose Of Forfeited Shares. Every share which shall be forfeited may be sold, re-allotted or otherwise disposed of, either to the person who was before forfeiture the holder thereof or entitled thereto, or to any other person upon such terms and in such manner as the directors shall think fit, and the directors may, if necessary, authorise some person to transfer the same to such other person as aforesaid.

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(g)	Former Holder Of Forfeited Shares Liable For Call Made Before Forfeiture. A shareholder whose shares have been forfeited shall, notwithstanding, be liable to pay to the Company all calls made and not paid on such shares at the time of forfeiture, and interest thereon to the date of payment, in the same manner in all respect as if the shares had not been forfeited, and to satisfy all (if any) the claims and demands which the Company might have enforced in respect of the shares at the time of forfeiture, without any deduction or allowances for the value of the shares at the time of forfeiture.
(h)	Consequences Of Forfeiture. The forfeiture of a share shall involve the extinction at the time of forfeiture of all interest in and all claims and demands against the Company in respect of the share, and all other rights and liabilities incidental to the share as between the shareholder whose share is forfeited and the Company, except only such of the rights and liabilities as are by these Articles expressly saved, or as are by the Act given or imposed in the case of past members.
(i)	Title To Forfeited Share. A statutory declaration in writing that the declarant is a director of the Company, and that a share has been duly forfeited in pursuance of these Articles, and stating the date upon which it was forfeited, shall, as against all persons claiming to be entitled to the share adversely to the forfeiture thereof, be conclusive evidence of the facts therein stated, and such declaration, together with the receipt of the Company for the consideration (if any) given for the share on the sale or disposition thereof and a certificate of proprietorship of the share under the seal deliver to the person to whom the same is sold or disposed of, shall constitute a good title to the shares, and (subject to the execution of any necessary transfer) such person shall be registered as the holder of the share and shall be discharged from all calls made prior to such sale or disposition, and shall not be bound to see the application of the purchase money (if any) nor shall his title to the share be affected by any act, omission or irregularity to or connected with the proceedings in reference to the forfeiture, sale, re-allotment or disposal of the share.

ALTERATION OF SHARE CAPITAL

16)	Company May Increase Its Capital. The Company may from time to time by Special Resolution increase the share capital by such sum, to be divided into shares of such amount, as the Special Resolution shall prescribe.
17)	Company May Alter Its Capital. The Company may by Special Resolution -
	(a)	increasing its share capital by the creation of new shares of such amount as it thinks expedient; or
	(b)	consolidating and dividing all or any of its share capital into shares of larger amounts than its existing shares ; or
	(c)	subdividing its shares or any of them into shares of smaller amount than is fixed by the Memorandum of Association, so however that in the sub-division the proportion between the amount paid and the amount, if any, unpaid on each reduced share shall be the same as it was in the case of the share from which the reduced share is derived; or

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	(d)	cancel any share not taken or agreed to be taken by any person and which has been forfeited and diminish the amount of its share capital by the amount of shares so cancelled; or
	(e)	converting all any of its paid-up shares into stock and reconverting that stock into paid-up shares of any denomination; or
	(f)	redenominating the currency of any shares by the conversion of shares denominated in one currency to the same number of shares of another currency with the prior written of the creditor, if any.
	Provided that any alteration of the rights of the holders of such existing class of shares shall not prejudice the existing rights of the holders of any other class of shares.
18)	Company May Reduce Its Capital. Subject to any provisions of the Act, the Company may, by Special Resolution, reduce its share capital and any capital redemption reserve fund or any share premium account in any manner.
		MODIFICATION OF CLASS RIGHTS
19)	Rights Of Shareholders May Be Altered. Subject to the provisions of the Act, all or any of the rights, privileges or conditions for the time being attached or belonging to any class of shares for the time being forming part of the share capital of the Company may from time to time be modified, affected, varied, extended or surrendered in any manner with the consent in writing of the holders of not less than three-fourths of the issued shares of that class, or with the sanction of a Special Resolution passed at a separate general meeting of the holders of the shares of the class. To any separate meeting all the provisions of these Articles as to general meetings of the Company shall mutatis-mutandis apply, but so that the necessary quorum shall be members of the class holding or representing by proxy one third of the share capital paid or credited as paid on the issued shares of the class, and every holder of shares of the class in question shall be entitled on a poll to one vote for any such shares held by him.
		GENERAL MEETINGS
20)	(a)	Annual General Meeting. An annual general meeting shall be held once in every calendar year, save and except for the year of incorporation, at such time and place (including in Labuan or any part of Malaysia or any part of the world) as may be determined by the directors, but so that within nine (9) months after the date to which the accounts of the Company are made up.
	(b)	Extraordinary General Meeting. A general meeting other than the statutory meeting and Annual General Meeting is called an Extraordinary General Meeting. The directors may call an Extraordinary Meeting whenever they think fit and an Extraordinary Meeting shall also be convened on such requisition.

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	(c)	Resolution Signed By All Members As Effective As If Passed At General Meeting. Subject to the Act, a resolution in writing signed by all members for the time being entitled to receive notice of and attend and vote at general meetings (or being corporations by their duly authorised representatives) shall be valid and effective as if the same had been passed at a general meeting of the Company duly convened and held, and may consist of several documents in the like form each signed by one or more members. For the purposes of this Article a cable telegram, telex, telefax or other electronic communication sent by a member shall be deemed to be document signed by him.
	(d)	Notice Of Meeting
		(i)	Annual General Meeting
			The Company shall give its members notice of such meeting not less than fourteen (14) days before the meeting. The accidental omission to give such notice to or the non-receipt of such notice by any members shall not invalidate the proceedings or any resolution passed at the meeting.
		(ii)	Extraordinary General Meeting
			The Company shall give its members notice for such meeting not less than twenty-one (21) days, specifying the place, day and hour of meeting and in the case of special business the general nature of such business, shall be given in manner hereinafter mentioned to such persons as are under the provisions of these Articles entitled to receive notices of general meetings from the Company, but with the consent of all persons for the time being entitled as aforesaid, a meeting may be convened upon a shorter notice, and in such manner as such persons may approve. The accidental omission to give such notice to or the non-receipt of such notice by any such person shall not invalidate the proceedings or any resolution passed at any such meeting.
			PROCEEDINGS AT GENERAL MEETINGS
21)	(a)	Special Business. All business shall be deemed special that is transacted at an Extraordinary General Meeting, and also all that is transacted at an ordinary meeting, with the exception of declaring a dividend, the consideration of the accounts, balance sheets, and the reports of the directors and auditors, and any other documents annexed to the balance sheets, the election of directors in the place of those retiring and the appointment and fixing of the remuneration of the auditors.
	(b)	No Business To Be Transacted Unless Quorum Present. No business shall be transacted at any general meeting unless a quorum is present when the meeting proceeds to business. For all purposes the quorum shall be one shareholder present in person or by proxy. For the purposes of this Article, such shareholder or his proxy shall be deemed to be present at the meeting if he participates by telephone or other electronic means and all members participating in the meeting are able to hear each other and recognise each other’s voice, and for this purpose participation shall constitute proof of recognition.

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	(c)	If No Quorum Meeting Dissolved. If within thirty (30) minutes from the time appointed for the holding of a general meeting, a quorum is not present, the meeting shall be dissolved and shall stand adjourned to such other day and at such other time and place as the directors may determine.
	(d)	Chairman Of Board To Preside At All Meetings. The chairman, if any, of the board of directors shall preside at every general meeting, but if there be no such chairman or if at any meeting he shall not be present within fifteen (15) minutes after the time appointed for holding the same, or shall be unwilling to act as chairman, the members present shall choose one of the directors to act as chairman or if no director be present, or if all the directors present decline to take the chair, the members present shall choose one of the members present to be chairman of the meeting.
	(e)	Notice Of Adjourned Meeting. The chairman may, with the consent of any meeting, adjourn any meeting from time to time and from place to place. Whenever a meeting is adjourned for ten (10) days or more, notice of the adjourned meeting shall be given in the same manner as in the case of an original meeting. Save as aforesaid, no member shall be entitled to any notice of an adjournment or of the business to be transacted at any adjourned meeting other than the business which might have been transacted at the meeting from which the adjournment took place.
	(f)	How Poll To Be Taken. A poll demanded on the election of a chairman or on a question of adjournment shall be taken at such time and place, and in such manner as the chairman directs and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded. Any business other than upon which a poll has been demanded may be proceeded with at a meeting pending the taking of the poll.
	(g)	Chairman To Have Casting Vote. In the case of an equality of votes, whether on a show of hands or on a poll, the chairman shall be entitled to a second or casting vote.
		VOTES OF MEMBERS
22)	(a)	Number Of Votes. Subject to any rights or restrictions for the time being attached to any class or classes of shares, every member present in person or by proxy or represented by an attorney shall have one vote on a show of hands and shall have one vote for each voting share of which he is the holder.
	(b)	Split Votes. On a poll a member entitled to more than one vote need not, if he votes, use all his votes or cast all the votes he uses in the same way.
	(c)	Votes Of Joint Holders Of Shares. In the case of joint holders, the vote of the senior who tenders a vote whether in person or by proxy shall be accepted to the exclusion of the votes of any other joint holder; and for this purpose seniority shall be determined by the order in which the names stand in the register of members.

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	(d)	Votes Of Lunatic Member. A person of unsound mind, or in respect of whom an order has been made by a court having jurisdiction in lunacy, may vote, whether on a show of hands or on a poll, by his committee receiver, curator bonis, or other legal curator and such last mentioned persons may give their votes either personally or by proxy.
	(e)	Members Indebted To Company In Respect Of Shares Not Entitled To Vote. No members shall be entitled to vote at any general meeting unless all calls or other sums presently payable by him in respect of shares in the Company have been paid.
	(f)	Instrument Appointment Proxy To Be In Writing. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing or if the appointor is a corporation under the hand of an officer or attorney of the corporation. The instrument appointing a proxy shall be deemed to confer authority to demand or join in demanding a poll. A proxy or an attorney need not be a member of the Company.
	(g)	Instrument Appointing A Proxy To Be Left At The Office. The instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed, or a notarially certified copy of that power or authority shall be deposited at the office not less than forty-eight (48) hours before the time for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote, and in default the instrument of proxy shall not be treated as valid.
	(h)	Form Of Proxy. An instrument appointing a proxy shall be in writing in the common form or any other form approved by the directors.
	(i)	Corporation Acting By Representative At Meeting. Any corporation or other form of corporate legal entity which is a member of the Company may by resolution of their directors or other governing body authorising such person as they think fit to act as representative at any meeting of the members or any class of members of the Company, and the person so authorised shall be entitled to exercise the same powers on behalf of the corporation which he represents as that corporation could exercise if it were an individual member of the Company.
	(j)	Proxy By Cable, Telegram, Telefax, Telex Or Other Electronic Means Shall Be Valid. Notwithstanding the provisions of paragraphs (f), (g) and (h) of this Article hereof the appointment of a proxy shall be valid if made by cable, telegram, telefax, telex or other electronic means.
		DIRECTORS
23)	(a)	Number Of Directors. The Company shall have at least one (1) director who may be a resident director or a corporation.
	(b)	Terms Of Appointment. Each director holds office according to the terms of his appointment until his successor takes office or until his earlier death, resignation or removal.

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(c)	First Director. The first director or directors shall be elected by the subscriber to the Memorandum of Association. Thereafter, the director or directors shall be elected by the members or directors for such term as the members or directors may determine and may be removed by the members.
(d)	No Retirement By Rotation. Directors shall not be subject to annual retirement by rotation. Save and except when a resident director is required under the Act, a resident director who is an officer of a Trust Company, which made him available for the appointment, may, subject to agreement between the Company and the Trust Company be replaced at any time.
(e)	Director’s Qualification. A director shall not be required to hold any share qualification in the Company but nevertheless shall be entitled to attend and speak at any meeting of the members and at any separate meeting of the holders of any class of shares in the Company. A director of the Company may be a corporate person. A resident director of the Company shall be an officer of a Trust Company made available for the appointment by such Trust Company.
(f)	Alternate Directors. A director by writing under his hand deposited at the registered office of the Company may from time to time appoint another director or any other person to be his alternate. Every such alternate shall be entitled to be given notice of meetings of the directors and to attend and vote as a director at any such meeting at which the director appointing him is not personally present and generally at such meeting to have and exercise all the powers, rights, duties and authorities of the director appointing him. Every such alternate shall be deemed to be an officer of the Company and shall not be deemed to be an agent of the director appointing him. If undue delay or difficulty would be occasioned by giving notice to a director of a resolution of which his approval is sought in accordance with Article 27(h) hereof, his alternate (if any) shall be entitled to signify approval of the same on behalf of that director.
	A director by writing under his hand deposited at the registered office of the Company may at any time revoke the appointment of an alternate appointed by him. If a director shall die or cease to hold the office of director, the appointment of his alternate shall thereupon cease and terminate.
(g)	Director’s Remuneration. The remuneration of the directors shall from time to time be determined by the Company in general meeting. The directors shall also be paid such travelling, hotel and other expenses as may reasonably be incurred by them in the execution of their duties including any such expenses incurred in connection with their attendance at meetings of directors. If by arrangement with the other directors any director shall perform or render any special duties or services outside his ordinary duties as a director, the directors may pay him special remuneration by way of salary, commission, participation in profits or otherwise as may be arranged. The remuneration or fees, if any, of a resident director shall be payable to the Trust Company which made him available for the appointment, and in such manner and at such times as may be agreed between the Trust Company and the Company.

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(h)	Director May Be Interested In Other Companies. A director of the Company may be or become a director or other officer of, or otherwise interested in, any company whether promoted by the Company or otherwise or in which the Company may be interested as shareholder or otherwise, and no such remuneration or other benefits received by him as a director or officer of, or from his interest in such other company shall constitute an interest in such other company unless the Company otherwise directs.
(i)	Directors To Manage Company’s Business. The business of the Company shall be managed by the Directors who may pay all expenses incurred preliminary to and in connection with the formation and registration of the Company, and may exercise all such powers of the Company as are not by the Act or by these Articles required to be exercised by the members subject to any delegation of such powers as may be authorised by these Articles and to such requirements as may be prescribed by a resolution of the members; but no requirement made by a resolution of the members shall prevail if it be inconsistent with these Articles nor shall such requirement invalidate any prior act of the Directors which would have been valid if such requirement had not been made.
(j)	Managing Director. The directors may from time to time appoint one (1) of the directors to be managing director and a director so appointed shall, subject to the provisions of any contract between him and the Company, be subject to the same provisions as to resignation and removal as the other directors of the Company, and if he ceases to hold the office of directors he shall ipso facto and immediately cease to be a managing director.
(k)	Attorneys. The directors may from time to time and at any time by power of attorney, appoint any company, firm or persons or body or persons, whether nominated directly or indirectly by the directors, to be the attorney or attorneys of the Company for such purposes and with such powers authorities and discretion (not exceeding those vested in or exercisable by the directors under these Articles) and for such period and subject to such conditions as they may think fit, and any such powers of attorneys may contain such provisions for the protection and convenience of persons dealing with any such attorney as the directors may think fit and may also authorise any such attorney to delegate all or any of the powers, authorities and discretion vested in him.
(l)	Directors’ Borrowing Powers. The directors may borrow or raise funds from time to time for the purposes of the Company or secure the payment of such sums as they may think fit, and may secure the repayment or payment of any such sums by mortgage or charge upon all or any of the property or assets of the Company or by the issue of debentures (whether at par or at a discount or premium) or otherwise as they may think fit.
(m)	Vacancies In Board. A vacancy in the board of directors may be filled by the appointment of a new director pursuant to a resolution of members or of a majority of the remaining directors.

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	(n)	Directors To Comply With Act. The directors shall duly comply with the provisions of the Act, and particularly the provisions as to registration and keeping copies of mortgages and charges, keeping a register of members, keeping a register of directors and secretaries and entering all necessary particulars therein, and sending a copy thereof or a notification of any changes therein to LOFSA, and sending to such Registrar of Companies an annual return as required by Section 109 of the Act, notices as to increase of capital, returns of allotments and contract relating thereto, copies of Special Resolutions and other particulars connected with the above.
	(o)	Directors To Cause Minutes To Be Made. The directors shall cause proper minutes to be made of all general meetings, meetings of directors and committees of the Company and all business transacted at such meetings; and such minutes of any meeting, if purporting to be signed by the chairman of such meeting, shall be conclusive evidence without any further proof of the facts therein stated.
	(p)	Director Who Is A Body Corporate. Any director who is a body corporate may appoint any person as its duly authorised representative for the purpose of representing it at Directors’ meetings and of transacting any of the business of the directors.
		DIRECTORS CONTRACTING WITH COMPANY OR HOLD OFFICE OF PROFIT
24)	(a)	Director contracting with the Company. A director may contract with and be interested in any contract or proposed contract with the Company and shall not be liable to account for any profit made by him by reason of any such contract, provided that the nature of the interest of the director in any such contract be declared at a meeting of the directors as required by Section 91 of the Act. No director shall vote as a director in respect of any contract or arrangement in which he is interested, although he shall be counted in the quorum present at the meeting, but this prohibition shall not apply to any contract or arrangement with any other company in which he is interested only as an officer or director of that other company or as holder of shares or other securities.
	(b)	Director holding office or place of profit. A director may hold any other office or place of profit under the Company (except that of auditor) in conjunction with his office of director for such period and on such terms as to remuneration and otherwise as the directors may determine.
	(c)	Remuneration. A director may act by himself or his firm in any professional capacity of the Company (except as auditor) and he or his firm shall be entitled to remuneration for professional services as if he was not a director.

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DISQUALIFICATION OF DIRECTORS

25)	Office Of Directors Vacated In Certain Cases. Subject as herein otherwise provided or to the terms of any subsisting agreement, the office of a director shall be vacated:-
	(a)	if a receiving order is made against him or he makes any arrangement or composition with his creditors.
	(b)	if he is prohibited from being a director by reason of any order made under provisions of the Act.
	(c)	if he is found lunatic or becomes of unsound mind.
	(d)	if he shall be requested in writing to vacate office by all the other directors and they pass a resolution that he has been so requested and by reason thereof has vacated his office.
	(e)	if he resigns his office by notice in writing to the Company.

APPOINTMENT AND REMOVAL OF DIRECTORS

26)	(a)	Appointment. The directors shall have power at any time, and from time to time, to appoint any person to be a director, either to fill a casual vacancy or as an addition to the existing directors. The First Directors of the Company shall be ADAM HERBERT CLAMMER (USA PASSPORT NO. : 205456166) AND KENNETH YEH-KANG HAO (USA PASSPORT NO. : 211313143).
	(b)	Removal. The Company may by ordinary resolution remove any director before the expiration of his period of office, and may by an ordinary resolution appoint another person in his stead.

PROCEEDINGS OF DIRECTORS

27)	(a)	Director May Call Meeting Of Directors. A director may and the Secretary, on the requisition of a director, shall at any time summon a meeting of the directors.
	(b)	Meeting Of Directors. The directors may meet together for the dispatch of business adjourn, and otherwise regulate their meetings, as they think fit. The quorum necessary for the transaction of business shall be two (2). All matters arising at any meeting shall be decided by a majority of votes. In case of an equality of votes the chairman shall have a second or casting vote. For the purposes of this Article, a director shall be deemed to be present at the meeting if he participates by telephone or other electronic means and all directors participating in the meeting are able to hear each other and recognise each other’s voice, and for this purpose participation shall constitute proof of recognition.
	(c)	Chairman Of The Board. The directors may from time to time appoint one of the directors to be chairman of the board and from time to time remove such chairman. If at any meeting the chairman is not present within thirty (30) minutes after the time appointed for holding the same, the directors present shall choose one of their members to be chairman of such meeting.

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(d)	Director May Delegate Their Powers. The directors may delegate any of their powers to committees consisting of such member or members of their board, as they think fit. Any committee so formed shall in the exercise of the powers so delegated conform to any regulations that may be imposed on it by the directors.
(e)	Chairman To Committee. A committee may elect a chairman of its meetings. If no such chairman is elected, or if at any meeting the chairman is not present within five minutes after the time appointed for holding the same, the members present may choose one of the members to be chairman of the meeting.
(f)	Meeting Of Committees. A committee may meet and adjourn, as its members think proper. Questions arising at any meeting shall be determined by a simple majority of votes of the members present, and in case of an equality of votes, the chairman shall not have a second or casting vote.
(g)	All Acts By Directors To Be Valid. All acts done bona fide by any meeting of directors, or by a committee of directors, or by any person acting as a director shall notwithstanding that, it be afterwards discovered that there was some defect in the appointment of any such director or person acting as aforesaid, or that they or any of them were disqualified, be as valid as if every such person had been duly appointed and was qualified to be a director.
(h)	Resolution Signed By Directors To Be Valid. A resolution in writing signed by all the directors shall be as effective for all purposes as a resolution passed at a meeting of the directors duly convened, held and constituted. Any such resolution may be contained in one or more documents signed by one or more of the directors or their respective alternates and for the purposes of this Article, a cable, telegram, telefax or telex or other electronic means sent by a director shall be deemed to be a document in writing signed by him provided that such cable, telegram, telefax, telex or other electronic means is confirmed in writing by the provision of the original thereof within three (3) weeks of the date of such cable, telegram, telefax, telex or other electronic means.

SECRETARY

28)	(a)	Resident Secretary. The Resident Secretary and any additional secretaries, shall be appointed by the directors of the Company and any secretary so appointed may be removed by them. Where there are two or more secretaries, at least one of them shall be a resident secretary who shall be an officer of a Trust Company or a company wholly owned by a Trust Company and made available for the appointment by the said Trust Company. The first Secretary of the Company shall be MESSRS. ZAID IBRAHIM SECRETARIAL SERVICES SDN. BHD. [Company No. 227942-U] who shall be the Resident Secretary of the Company.
	(b)	Remuneration of Resident Secretary. The salary of a Resident Secretary shall be fixed by agreement between the Company and the Trust Company which made the secretary available for the appointment and shall be paid in such manner and at such times as shall be mutually agreed upon.

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THE SEAL

29) Affixing of Seal. The Seal shall not be affixed to any instrument except by the authority of a resolution of the Board of directors, and in the presence of two (2) directors or a director and the Secretary or such other person as the directors may appoint for the purpose and that two (2) directors or a director and the Secretary or other person as aforesaid shall sign every instrument to which the Seal is so affixed in their presence, and in favour of any person bona fide dealing with the Company, such signatures shall be conclusive evidence of the fact that the Seal has been properly affixed.

DIVIDENDS AND RESERVES

30)	(a)	Distribution Of Dividends. Subject to any preferential or other special rights for the time being attached to any special class of shares, the profits of the Company which it shall from time to time be determined to distribute by way of dividend shall be applied in payment of dividends upon the shares of the Company in proportion to the amounts paid up or credited as paid up thereon respectively otherwise than in advance of calls.
	(b)	Declaration Of Dividends. Subject to the provisions of the Act, the directors may from time to time declare dividends, but no such dividend shall be payable except out of the profits, as provided by Section 140 of the Act. The directors may, if they think fit, from time to time declare and pay to the members such dividends as appear to them to be justified by the position of the Company, and may also from time to time, if in their opinion such payment is so justified, pay any preferential dividends which by the terms of issue of any shares are made payable on fixed dates. No higher dividend shall be paid than is recommended by the directors, and the declaration of the directors as to the amount of the net profits shall be conclusive.
	(c)	Directors May Form Reserve Fund. The directors may, before recommending any dividend, set aside out of the profits of the Company such sums as they think proper as a reserve or reserves, which shall at the discretion of the directors be applicable for meeting contingencies, or for repairing or maintaining any works connected with the business of the Company, or for equalising dividends, or for distribution by way of special dividend or bonus, or may be applied for such other purposes for which the profits of the Company may lawfully be applied as the directors may think expedient in the interests of the Company, and pending such application the directors may employ the sums from time to time so set apart as aforesaid in the business of the Company. The directors may also from time to time carry forward such sums, as they may deem expedient in the interest of the Company.
	(d)	Dividend Warrants To Be Posted To Members. Every dividend warrant may, unless otherwise directed, be sent by post to the last registered address of the member entitled thereto, and the receipt of the person whose name at the date of the declaration of the dividend appears on the register of members as the owner of any share or, in the case of joint holders, of any one of such joint holders, shall be a good discharge to the Company for all payments made in respect of such share. No unpaid dividend or interest shall bear interest as against the Company.

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CAPITALISATION OF PROFITS

31) Company May Capitalise Reserves And Undivided Profits. The Company in general meeting may at any time and from time to time pass a resolution that any sum not required for the payment or provision of any fixed preferential dividend, and (A) for the time being standing to the credit of any reserve of the Company including premiums received on the issue of any shares or debentures of the Company, or (B) being undivided net profits in the hands of the Company, be capitalised, and that such sum be appropriated as capital to and amongst the shareholders in the proportions in which they would have been entitled thereto if the same had been distributed by way of dividend on the shares, and in such manner as the resolution may direct, and such resolution shall be effective, and the directors shall in accordance with such resolution apply such sum in paying up in full any unissued shares or debentures of the Company on behalf of the shareholders aforesaid, and appropriate such shares or debentures and distribute the same credited as fully paid up to and amongst such shareholders in the proportions aforesaid in satisfaction of the shares and interests of such shareholders in the said capitalised sum or shall apply such sum or any part thereof on behalf of the shareholders aforesaid in paying up the whole or part of any uncalled balance which shall for the time being be unpaid in respect of any issued shares held by such shareholders or otherwise deal with such sum as directed by such resolution. Where any difficulty arises in respect of any such distribution, the directors may settle the same as they think expedient, and in particular they may issue fractional certificates, fix the value for distribution of any fully paid-up shares or debentures, make cash payments to any shareholders on the footing of the value so fixed in order to adjust rights, and vest any such shares or debentures in trustees upon such trust for the persons entitled to share in the appropriation and distribution as may seem just and expedient to the directors. When deemed requisite a proper contract for the allotment and acceptance of any shares to be distributed as aforesaid shall be delivered to LOFSA for registration in accordance with Section 43 of the Act and the directors may appoint any person to sign such contract on behalf of the person entitled to the share in the appropriation and distribution and such appointment shall be effective.

ACCOUNTS

32)	Accounts and books to be kept. The directors shall cause proper accounts to be kept:-
	(a)	of the assets and liabilities of the Company;
	(b)	of all sums of money received and expended by the Company, and the matters in respect of which such receipts and expenditure take place; and
	(c)	of all sales and purchases by the Company.
	The accounting and other records shall be kept at the registered office or at such other place as the directors shall think fit, and shall always be open to the inspection by the directors.
33)	Inspection By Members. The directors shall from time to time determine whether in any particular case or class of cases, or generally, to what extent and at what times and places and under what conditions or regulations, the accounts and books of the Company, or any of them shall be open to the inspection of members, and no member (not being a director) shall have rights of inspecting any account or book or document of the Company, except as conferred by the Act or authorised by the directors or by a resolution of the Company in general meeting.

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34) Accounts To Be Laid Before Company. Once in every year the directors shall caused to be laid before the Company at annual general meeting the accounts of the Company not more than nine (9) months after the date to which the accounts are made up.

AUDIT

35)

Appointment Of Auditor. The Directors may from time to time a person or firm who has been approved by and registered with LOFSA as the Auditor of the Company, if they think fit.

36)

Rights And Duties Of Auditors. Every auditor of the Company shall have the right of access at all times to the books of account and vouchers of the Company, and shall be entitled to require from the officers of the Company such information and explanations as he think necessary for the performance of his duties. The report of the auditor shall be annexed to the accounts upon which he reports, and the auditor shall be entitled to receive notice of, and to attend, any meeting at which the Company’s audited profit and loss account and balance sheet are to be presented.

NOTICE

37)	(a)	Service Of Notice. A notice or any other document other than the notice requirements under Articles 20(a) and 20(b), may be served by the Company upon any member either personally or by sending it through the post in a prepaid letter addressed to such member at his last registered address as appearing in the register of members.
	(b)	Service On Joint Holders Of Shares. All notices directed to be given to the members shall with respect to any share to which such persons are jointly entitled, be given to whichever of such persons is named first in the register of members and any notice so given shall be sufficient notice to all the holders of such share.
	(c)	Notices In Case Of Death Or Bankruptcy. A notice may be given by the Company to the persons entitled to any share in consequence of the death or bankruptcy of a member by sending it through the post in a prepaid envelope addressed to them by name or by the title of representatives or trustees of such deceased or bankrupt member, at the address (if any) supplied for the purpose by such person as aforesaid, or (until such an address has been supplied) by giving the notice in the manner in which the same would have been given if the death or bankruptcy had not occurred.
	(d)	When Service Deemed Effected. Any notice or other document, if served or sent by post, shall be deemed to have been served or delivered at the time the letter containing the same is put into the post and in proving such service or sending it shall be sufficient to prove that the letter containing the notice or documents was properly addressed and put into the post office.

INDEMNITY

38) Directors And Officers Entitled To Indemnity. Subject to the provisions of the Act and any other statute for the time being in force, every director or other officer of the Company shall be entitled to be indemnified out of the assets of the Company against all losses or liabilities which he may sustain or incur in or about the execution of the duties of his office or otherwise in relation thereto provided that

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such losses or liabilities are not sustained or incurred by reason of bad faith, negligence or other default of the said director or officer, and no director or other officer shall be liable for any liabilities incurred by the Company in the execution of the duties of his office or in relation thereof.

LODGEMENT

39) Lodgement Of Documents. Every document required or permitted to be lodged or filed with the relevant authorities shall be lodged or filed within the time period pursuant to the provisions of the Act through a Trust Company.

WINDING UP

40) Division Of Assets of the Company. If the Company shall be wound up, the Liquidator may, in accordance with a resolution of members and in accordance with Section 131 of the Act, divide among the members in specie or in kind the whole or any part of the assets of the Company (whether they shall consist of property of the same kind or not) and may for such purpose set such value as he deems fair upon any property to be divided as aforesaid and may determine how such division shall be carried out as between the members or different classes of members. The Liquidator may vest the whole or any part of such assets in trustees upon such trusts for the benefit of the contributories as the Liquidator shall think fit, but so that no member shall be compelled to accept any shares or other securities whereon there is any liability.

AMENDMENTS TO ARTICLES

41) Alteration And Modification. The Company may alter or modify the conditions contained in these Articles as originally drafted or as amended from time to time by a Special Resolution of the Company.

* * * * * * * * * * * * * * * * * * * * * * * * *

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We, the undersigned subscribers whose names and address are subscribed hereunder being subscribers hereby agree to the foregoing Articles of Association.

NAME, ADDRESS AND PARTICULARS OF SUBSCRIBERS	SIGNATURE AND DESCRIPTION OF SUBSCRIBERS
Argos General IP (Singapore) Pte. Ltd.
(Company No. : 200512430D)
c/o Wong Partnership,
Advocates and Solicitors,
80 Raffles Place,
#58-01, UOB Plaza 1,
SINGAPORE 048624
	/s/ Adam H. Clammer
	Authorised Signatory for
	Argos General IP (Singapore) Pte. Ltd.
Dated this 9th day of September, 2005
Witness to the above signatures:
	/s/ Kimberly Ann Wilding
	Name : Kimberly Ann Wilding
	Driving License No. : C1639206
	Address: 49 Showers, Dr. Unit 227 Mountain View, CA 94040, United States of America

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EX-3.16

Exhibit 3.16

No. of Company: 200512231E

THE COMPANIES ACT, CAP. 50

PRIVATE COMPANY LIMITED BY SHARES

MEMORANDUM

AND

ARTICLES OF ASSOCIATION

OF

ARGOS SALES (SINGAPORE) PTE. LTD.

Incorporated on the 2^nd day of September 2005

Lodged in the Office of the Accounting & Corporate Regulatory Authority, Singapore

WONGPARTNERSHIP
Advocates & Solicitors × Commissioner for Oaths × Notary Public
Agents for Trade Marks
80 Raffles Place
#58-01 UOB Plaza 1
Singapore 048624
Telephone: 64168 000
Facsimile: 6532 5711
Email: wonglaw@singnet.com.sg
Website :www.wongpartnership.com.sg

THE COMPANIES ACT, CAP. 50

AVAGO TECHNOLOGIES INTERNATIONAL SALES PTE. LIMITED

RESOLUTION PASSED ON 29 NOVEMBER 2005

At an Extraordinary General Meeting of the Company held on 29 November 2005, the following resolution was passed as special resolution:

SPECIAL RESOLUTION

AMENDMENT TO ARTICLES OF ASSOCIATION

That the Articles of Association of the Company be and are hereby amended by deleting the existing Article 5 in its entirety and substituting therefor the following new Article 5:

5.     The authorised capital of the Company is S$150,000,000.00 divided into 150,000,000 ordinary shares of S$1.00 each.

Signed:
 
Kenneth Y. Hao
Director

ACCOUNTING AND CORPORATE REGULATORY AUTHORITY
(ACRA)

Company No: 200512231E

CERTIFICATE CONFIRMING INCORPORATION OF COMPANY UNDER THE NEW NAME

This is to confirm that ARGOS SALES (SINGAPORE) PTE. LTD. incorporated under the Companies Act on 02/09/2005 did by a special resolution resolve to change its name to AVAGO TECHNOLOGIES INTERNATIONAL SALES PTE. LIMITED and that the company is now known by its new name with effect from 29/09/2005.

GIVEN UNDER MY HAND AND SEAL ON 05/10/2005.

-s- Shirlyn Lim
SHIRLYN LIM
ASSISTANT REGISTRAR
ACCOUNTING AND CORPORATE REGULATORY AUTHORITY (ACRA)
SINGAPORE

THE COMPANIES ACT, CAP. 50

AVAGO TECHNOLOGIES INTERNATIONAL SALES PTE. LIMITED

RESOLUTION PASSED ON 28 SEPTEMBER 2005

At an Extraordinary General Meeting of the Company held on 28 September 2005, the following resolution was passed as special resolution:

SPECIAL RESOLUTION

CHANGE OF NAME

That, subject to the approval of the Registrar of Companies, the name of the Company be changed to Avago Technologies International Sales Pte. Limited and that the name Avago Technologies International Sales Pte. Limited be substituted for Argos Sales (Singapore) Pte. Ltd. wherever the latter name appears in the Company’s Memorandum and Articles of Association.

Signed:

Jeswant Singh s/o Darshan Singh

Director

ACCOUNTING AND CORPORATE REGULATORY AUTHORITY
(ACRA)

Company No: 200512231E

CERTIFICATE CONFIRMING INCORPORATION OF COMPANY

This is to confirm that ARGOS SALES (SINGAPORE) PTE. LTD. is incorporated under the Companies Act (Cap 50), on and from 02/09/2005 and that the company is a PRIVATE COMPANY LIMITED BY SHARES.

GIVEN UNDER MY HAND AND SEAL ON 05/09/2005.

-s- Shirlyn Lim
SHIRLYN LIM
ASSISTANT REGISTRAR
ACCOUNTING AND CORPORATE REGULATORY AUTHORITY (ACRA)
SINGAPORE

THE COMPANIES ACT, CAP. 50

PRIVATE COMPANY LIMITED BY SHARES

MEMORANDUM OF ASSOCIATION

of

ARGOS SALES (SINGAPORE) PTE. LTD.

     1. The name of the Company is ARGOS SALES (SINGAPORE) PTE. LTD.

     2. The Registered Office of the Company will be situate in the Republic of Singapore.

     3. The liability of the members is limited.

     4. The original capital of the Company is S$1,000,000.00 divided into 1,000,000 ordinary shares of S$1.00 each, and the Company shall have power to increase or reduce the capital to consolidate or subdivide the shares into shares of larger or smaller amounts, and to issue all or any part of the original or any additional capital as fully paid or partly paid shares and with any special or preferential rights or privileges or subject to any special terms or conditions, and either with or without any special designation, and also from time to time to alter, modify, commute, abrogate or deal with any such rights, privileges, terms, conditions or designations in accordance with the regulations for the time being of the Company.

1

I, the person whose name, address and occupation are subscribed, am desirous of being formed into a Company in pursuance of this Memorandum of Association and agree to take the number of shares in the capital of the Company set opposite my name:-

NAME AND ADDRESS	NUMBER OF SHARES TAKEN
OF SUBSCRIBER	BY SUBSCRIBER
/s/ Lee Peek Sze Christine
Lee Peek Sze Christine	One
8 Lakepoint Drive
#03-43
Singapore 648926
Advocate & Solicitor

TOTAL NUMBER OF SHARES TAKEN:	One
Dated this 1st day of September 2005.
Witness to the above signature:
	/s/ Low Kah Keong
	Low Kah Keong
	Advocate & Solicitor
	c/o WongPartnership
	Advocates & Solicitors
	80 Raffles Place
	#58-01 UOB Plaza 1
	Singapore 048624

2

THE COMPANIES ACT, CAP. 50

PRIVATE COMPANY LIMITED BY SHARES

ARTICLES OF ASSOCIATION

of

ARGOS SALES (SINGAPORE) PTE. LTD.

PRELIMINARY

1. The regulations contained in Table “A” in the Fourth Schedule to the Companies Act, Cap. 50 shall not apply to the Company, but the following shall subject to repeal, addition and alteration as provided by the Act or these Articles be the regulations of the Company.	Table “A” not to apply
2. In these Articles, if not inconsistent with the subject or context, the words standing in the first column of the Table next hereinafter contained shall bear the meanings set opposite to them respectively in the second column thereof -	Interpretation

WORDS		MEANINGS
the “Act”	..	The Companies Act, Cap. 50 or any statutory modification, amendment or re-enactment thereof for the time being in force or any and every other act for the time being in force concerning companies and affecting the Company and any reference to any provision of the Act is to that provision as so modified, amended or re-enacted or contained in any such subsequent Companies Act.
these “Articles”	..	These Articles of Association or other regulations of the Company for the time being in force.
the “Company”	..	The abovenamed Company by whatever name from time to time called.
“Directors”	..	The Directors for the time being of the Company or such number of them as have authority to act for the Company.
“Director”	..	Includes any person acting as a Director of the Company and includes any person duly appointed and acting for the time being as an Alternate Director.
“Dividend”	..	Includes bonus.

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“electronic communication” . Communication transmitted (whether from one person to another, from one device to another, from a person to a device or from a device to a person):-

(a)	by means of a telecommunication system; or
(b)	by other means but while in an electronic form,

		such that it can (where particular conditions are met) be received in legible form or be made legible following receipt in non-legible form.
“Member”	.	A member of the Company.
“Month”	.	Calendar month.
“Office”	.	The Registered Office of the Company for the time being.
“Ordinary   Resolution”	.	A resolution not being a Special Resolution which is, or which is to be, passed by a majority of Members as, being entitled to do so, vote in person or by proxy at a General Meeting.
“Paid Up”	.	Includes credited as paid up.
“Register”	.	The Register of Members.
“Seal”	.	The Common Seal of the Company or in appropriate cases the Official Seal or duplicate Common Seal.
“Secretary”	.	The Secretary or Secretaries appointed under these Articles and shall include any person entitled to perform the duties of Secretary temporarily.
“Singapore”	.	The Republic of Singapore.
“Special Resolution”	.	Has the meaning given in Section 184 of the Act.
“telecommunication   system”	.	Has the meaning as in the Telecommunications Act system” (Chapter 323) or any statutory modification, amendment or re-enactment thereof for the time being in force.
“Writing” and “Written”	.	Includes printing, lithography, typewriting and any other mode of representing or reproducing words in a visible form, including electronic communication.
“Year”	.	Calendar Year.
Words denoting the singular number only shall include the plural and vice versa.

2

Words denoting the masculine gender only shall include the feminine gender.
Words denoting persons shall include corporations.
Save as aforesaid, any word or expression used in the Act and the Interpretation Act, Cap. 1 shall, if not inconsistent with the subject or context, bear the same meaning in these Articles.
The headnotes and marginal notes are inserted for convenience only and shall not affect the construction of these Articles.
BUSINESS
3. Subject to the provisions of the Act, any branch or kind of business may be undertaken by the Directors at such time or times as they shall think fit, and further may be suffered by them to be in abeyance, whether such branch or kind of business may have been actually commenced or not, so long as the Directors may deem it expedient not to commence or proceed with such branch or kind of business.	Any branch or kind of business may be undertaken by Directors.
PRIVATE COMPANY
4. The Company is a private company, and accordingly:	Limited number of members and restrictions on the transfer of shares.

(a)

the number of the Members of the Company (not including persons who are in the employment of the Company or of its subsidiary and persons who having been formerly in the employment of the Company or of its subsidiary were while in the employment and have continued after the determination of that employment to be Members of the Company) shall be limited to fifty Provided that for the purposes of this provision where two (2) or more persons hold one or more shares in the Company jointly they shall be treated as a single Member; and

(b)

the right to transfer the shares of the Company shall be restricted in the manner hereinafter appearing.

SHARES
5. The authorised capital of the Company is S$1,000,000.00 divided into 1,000,000 ordinary shares of S$1.00 each.	Authorised Share Capital.
6. Except as is otherwise expressly permitted by the Act, the Company shall not give, whether directly or indirectly and whether by means of the making of a loan, the giving of a guarantee, the provision of security, the release of an obligation or the release of a debt or otherwise, any financial assistance for the purpose of, or in connection with, the acquisition or proposed acquisition of shares or units of shares in the Company or its holding company.	Prohibition of dealing in its own shares.
7. Save as provided by Section 161 of the Act, no shares may be issued by the Directors without the prior approval of the Company in General Meeting but subject thereto and to the provisions of these Articles, the Directors may allot or grant options	Issue of Shares.

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over or otherwise dispose of the same to such persons on such terms and conditions and either at a premium or at par and (subject to the provisions of the Act) at a discount and at such time as the Company in General Meeting may approve.
8. The rights attached to shares issued upon special conditions shall be clearly defined in the Memorandum of Association or these Articles. Without prejudice to any special right previously conferred on the holders of any existing shares or class of shares but subject to the Act and these Articles, shares in the Company may be issued by the Directors and any such shares may be issued with such preferred, deferred, or other special rights or such restrictions, whether in regard to dividend, voting, return of capital or otherwise as the Directors determine.	Special Rights.
9. If at any time the share capital is divided into different classes, the rights attached to any class (unless otherwise provided by the terms of issue of the shares of that class) may subject to the provisions of the Act, whether or not the Company is being wound up, be varied or abrogated with the sanction of a Special Resolution passed at a separate General Meeting of the holders of shares of the class and to every such Special Resolution the provisions of Section 184 of the Act shall with such adaptations as are necessary apply. To every such separate General Meeting the provisions of these Articles relating to General Meetings shall mutatis mutandis apply; but so that the necessary quorum shall be two (2) persons (unless all the shares of the class are held by one person whereupon no quorum is applicable) at least holding or representing by proxy or by attorney one-third of the issued shares of the class and that any holder of shares of the class present in person or by proxy or by attorney may demand a poll Provided always that where the necessary majority for such a Special Resolution is not obtained at the Meeting, consent in writing if obtained from the holders of three-fourths of the issued shares of the class concerned, within two (2) months of the Meeting shall be as valid and effectual as a Special Resolution, carried at the Meeting.	Variation of rights.
10. The rights conferred upon the holders of the shares of any class issued with preferred or other rights shall, unless otherwise expressly provided by the terms of issue of the shares of that class or by these Articles as are in force at the time of such issue, be deemed to be varied by the creation or issue of further shares ranking equally therewith.	Creation or issue of further shares with special rights.
11. The Company may exercise the powers of paying commission conferred by the Act, provided that the rate per cent or the amount of the commission paid or agreed to be paid shall be disclosed in the manner required by the Act and the commission shall not exceed the rate of ten per cent of the price at which the shares in respect whereof the same is paid are issued or an amount equal to ten per cent of that price (as the case may be). Such commission may be satisfied by the payment of cash or the allotment of fully or partly paid shares or partly in one way and partly in the other. The Company may also on any issue of shares pay such brokerage as may be lawful.	Power to pay commission and brokerage.
12. If any shares of the Company are issued for the purpose of raising money to defray the expenses of the construction of any works or the provisions of any plant which cannot be made profitable for a long period, the Company may, subject to the conditions and restrictions mentioned in the Act pay interest on so much of the share capital as is for the time being paid up and may charge the same to capital as part of the cost of the construction or provision.	Power to charge interest on capital.
13. Except as required by law, no person shall be recognised by the Company as holding any share upon any trust and the Company shall not be bound by or compelled in any way to recognise (even when having notice thereof) any equitable, contingent, future or partial interest in any share or any interest in any fractional part of a share or (except only as by these Articles or by law otherwise provided) any other rights in respect of any share, except an absolute right to the entirety thereof in the registered holder.	Exclusion of equities.

4

14. If two (2) or more persons are registered as joint holders of any share any one of such persons may give effectual receipts for any dividend payable in respect of such share and the joint holders of a share shall, subject to the provisions of the Act, be severally as well as jointly liable for the payment of all instalments and calls and interest due in respect of such shares. Such joint holders shall be deemed to be one Member and the delivery of a certificate for a share to one of several joint holders shall be sufficient delivery to all such holders.	Joint holders.
15. No person shall be recognised by the Company as having title to a fractional part of a share or otherwise than as the sole or a joint holder of the entirety of such share.	Fractional part of a share.
16. If by the conditions of allotment of any shares the whole or any part of the amount of the issue price thereof shall be payable by instalments every such instalment shall, when due, be paid to the Company by the person who for the time being shall be the registered holder of the share or his personal representatives, but this provision shall not affect the liability of any allottee who may have agreed to pay the same.	Payment of instalments.
17. The certificate of title to shares in the capital of the Company shall be issued under the Seal in such form as the Directors shall from time to time prescribe and shall bear the autographic or facsimile signatures of at least one Director and the Secretary or some other person appointed by the Directors, and shall specify the number and class of shares to which it relates and the amounts paid thereon. The facsimile signatures may be reproduced by mechanical or other means provided the method or system of reproducing signatures has first been approved by the Auditors of the Company.	Share certificates.
18. Every person whose name is entered as a Member in the Register shall be entitled within two (2) months after allotment or within one month after the lodgment of any transfer to one certificate for all his shares of any one class or to several certificates in reasonable denominations each for a part of the shares so allotted or transferred. Where a Member transfers part only of the shares comprised in a certificate or where a Member requires the Company to cancel any certificate or certificates and issue new certificates for the purpose of subdividing his holding in a different manner the old certificate or certificates shall be cancelled and a new certificate or certificates for the balance of such shares issued in lieu thereof and the Member shall pay a fee not exceeding $2/- for each such new certificate as the Directors may determine.	Entitlement to certificates.
19. If any certificate or other document of title to shares or debentures be worn out or defaced, then upon production thereof to the Directors, they may order the same to be cancelled and may issue a new certificate in lieu thereof. For every certificate so issued there shall be paid to the Company the amount of the proper duty, if any, with which such certificate is chargeable under any law for the time being in force relating to stamps together with a further fee not exceeding $2/- as the Directors may determine. Subject to the provisions of the Act and the requirements of the Directors thereunder, if any certificate or document be lost or destroyed or stolen, then upon proof thereof to the satisfaction of the Directors and on such indemnity as the Directors deem adequate being given, and on the payment of the amount of the proper duty with which such certificate or document is chargeable under any law for the time being in force relating to stamps together with a further fee not exceeding $2/- as the Directors may determine, a new certificate or document in lieu thereof shall be given to the person entitled to such lost or destroyed or stolen certificate or document.	New certificates may be issued.
RESTRICTION ON TRANSFER OF SHARES
20. Subject to the restrictions of these Articles, any Member may transfer all or any	Form of Transfer.

5

of his shares, but every transfer must be in writing and in the usual common form, or in any other form which the Directors may approve. The instrument of transfer of a share shall be signed both by the transferor and by the transferee, and by the witness or witnesses thereto and the transferor shall be deemed to remain the holder of the share until the name of the transferee is entered in the Register in respect thereof. Shares of different classes shall not be comprised in the same instrument of transfer.
21. All instruments of transfer which shall be registered shall be retained by the Company, but any instrument of transfer which the Directors may refuse to register shall (except in any case of fraud) be returned to the party presenting the same.	Retention of Transfers.
22. No share shall in any circumstances be transferred to any infant or bankrupt or person of unsound mind.	Infant, bankrupt or unsound mind.
23. The Directors may, in their absolute discretion, decline to register any transfer of shares on which the Company has a lien or to a person of whom they do not approve but shall in such event, within one month after the date on which the transfer was lodged with the Company, send to the transferor and transferee notice of the refusal. If the Directors refuse to register a transfer they shall within one month of the date of application for the transfer by notice in writing to the applicant state the facts which are considered to justify the refusal to register the transfer.	Directors’ power to decline to register.
24. The Directors may decline to register any instrument of transfer unless:	Instrument of transfer.

(a)

such fee not exceeding $2/- or such other sum as the Directors may from time to time require under the provisions of these Articles, is paid to the Company in respect thereof; and

(b)

the instrument of transfer is deposited at the Office or at such other place (if any) as the Directors may appoint accompanied by the certificates of the shares to which it relates and such other evidence as the Directors may reasonably require to show the right of the transferor to make the transfer and, if the instrument of transfer is executed by some other person on his behalf, the authority of the person so to do.

25. The Company shall provide a book to be called “Register of Transfers” which shall be kept under the control of the Directors, and in which shall be entered the particulars of every transfer of shares.	Register of Transfers.
26. The Register may be closed at such times and for such periods as the Directors may from time to time determine not exceeding in the whole thirty days in any year.	Closure of Register.
TRANSMISSION OF SHARES
27. In case of the death of a Member, the survivor or survivors, where the deceased was a joint holder, and the executors or administrators of the deceased, where he was a sole or only surviving holder, shall be the only persons recognised by the Company as having any title to his interest in the shares, but nothing herein shall release the estate of a deceased Member (whether sole or joint) from any liability in respect of any share held by him.	Transmission on death.
28. Any person becoming entitled to a share in consequence of the death or bankruptcy of any Member may, upon producing such evidence of title as the Directors shall require, be registered himself as holder of the share upon giving to the Company notice in writing of such his desire or transfer such share to some other person. If the person so becoming entitled shall elect to be registered himself, he shall deliver or send	Persons becoming entitled on death or bankruptcy of Member may be registered.

6

to the Company a notice in writing signed by him stating that he so elects. If he shall elect to have another person registered he shall testify his election by executing to that person a transfer of the share. All the limitations, restrictions and provisions of these Articles relating to the right to transfer and the registration of transfers shall be applicable to any such notice or transfer as aforesaid as if the death or bankruptcy of the Member had not occurred and the notice or transfer were a transfer executed by such Member.
29. Save as otherwise provided by or in accordance with these Articles a person becoming entitled to a share in consequence of the death or bankruptcy of a Member shall be entitled to the same dividends and other advantages to which he would be entitled if he were the registered holder of the share except that he shall not be entitled in respect thereof to exercise any right conferred by membership in relation to Meetings of the Company until he shall have been registered as a Member in respect of the share.	Rights of unregistered executors and trustees.
30. There shall be paid to the Company in respect of the registration of any probate, letters of administration, certificate of marriage or death, power of attorney or other document relating to or affecting the title to any shares, such fee not exceeding $2/- as the Directors may from time to time require or prescribe.	Fee for registration of probate etc.
CALLS ON SHARES
31. The Directors may from time to time make such calls as they think fit upon the Members in respect of any moneys unpaid on their shares (whether on account of the nominal value of the shares or by way of premium) and not by the terms of the issue thereof made payable at fixed times, and each Member shall (subject to receiving at least fourteen days’ notice specifying the time or times and place of payment) pay to the Company at the time or times and place so specified the amount called on his shares. A call may be revoked or postponed as the Directors may determine.	Calls on shares.
32. A call shall be deemed to have been made at the time when the resolution of the Directors authorising the call was passed and may be made payable by instalments.	Time when made.
33. If a sum called in respect of a share is not paid before or on the day appointed for payment thereof, the person from whom the sum is due shall pay interest on the sum due from the day appointed for payment thereof to the time of actual payment at such rate not exceeding ten per cent per annum as the Directors determine, but the Directors shall be at liberty to waive payment of such interest wholly or in part.	Interest on calls.
34. Any sum (whether on account of the nominal value of the share or by way of premium) which by the terms of issue of a share becomes payable upon allotment or at any fixed date, shall for all purposes of these Articles be deemed to be a call duly made and payable on the date, on which, by the terms of issue, the same becomes payable, and in case of non-payment all the relevant provisions of the Articles as to payment of interest and expenses, forfeiture or otherwise shall apply as if such sum had become payable by virtue of a call duly made and notified.	Sum due on allotment.
35. The Directors may on the issue of shares differentiate between the holders as to the amount of calls to be paid and the times of payments.	Power to differentiate.
36. The Directors may, if they think fit, receive from any Member willing to advance the same all or any part of the moneys (whether on account of the nominal value of the shares or by way of premium) uncalled and unpaid upon the shares held by him and such payments in advance of calls shall extinguish, so far as the same shall extend, the liability upon the shares in respect of which it is made, and upon the moneys so received or so	Payment in advance on calls.

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much thereof as from time to time exceeds the amount of the calls then made upon the shares concerned the Company may pay interest at such rate not exceeding ten per cent per annum as the Member paying such sum and the Directors agree upon.
FORFEITURE AND LIEN
37. If any Member fails to pay in full any call or instalment of a call on the day appointed for payment thereof, the Directors may at any time thereafter serve a notice on such Member requiring payment of so much of the call or instalment as is unpaid together with any interest and expenses which may have accrued.	Notice requiring payment of calls.
38. The notice shall name a further day (not being less than fourteen days from the date of service of the notice) on or before which and the place where the payment required by the notice is to be made, and shall state that in the event of non-payment in accordance therewith the shares on which the call was made will be liable to be forfeited.	Notice to state time and place.
39. If the requirements of any such notice as aforesaid are not complied with, any share in respect of which such notice has been given may at any time thereafter, before payment of all calls and interest and expenses due in respect thereof be forfeited by a resolution of the Directors to that effect. Such forfeiture shall include all dividends declared in respect of the forfeited share and not actually paid before the forfeiture. The Directors may accept a surrender of any share liable to be forfeited hereunder.	Forfeiture on non-compliance with notice.
40. A share so forfeited or surrendered shall become the property of the Company and may be sold, re-allotted or otherwise disposed of either to the person who was before such forfeiture or surrender the holder thereof or entitled thereto, or to any other person, upon such terms and in such manner as the Directors shall think fit, and at any time before a sale, re-allotment or disposition the forfeiture or surrender may be cancelled on such terms as the Directors think fit. To give effect to any such sale, the Directors may, if necessary, authorise some person to transfer a forfeited or surrendered share to any such person as aforesaid.	Sale of shares forfeited.
41. A Member whose shares have been forfeited or surrendered shall cease to be a Member in respect of the shares, but shall notwithstanding the forfeiture or surrender remain liable to pay to the Company all moneys which at the date of forfeiture or surrender were payable by him to the Company in respect of the shares with interest thereon at ten per cent per annum (or such lower rate as the Directors may approve) from the date of forfeiture or surrender until payment, but such liability shall cease if and when the Company receives payment in full of all such money in respect of the shares and the Directors may waive payment of such interest either wholly or in part.	Rights and liabilities of Members whose shares have been forfeited or surrendered.
42. The Company shall have a first and paramount lien and charge on every share (not being a fully paid share) registered in the name of each Member (whether solely or jointly with others) and on the dividends declared or payable in respect thereof for all calls and instalments due on any such share and interest and expenses thereon but such lien shall only be upon the specific shares in respect of which such calls or instalments are due and unpaid and on all dividends from time to time declared in respect of the shares. The Directors may resolve that any share shall for some specified period be exempt from the provisions of this Article.	Company’s lien.
43. The Company may sell in such manner as the Directors think fit any share on which the Company has a lien, but no sale shall be made unless some sum in respect of which the lien exists is presently payable nor until the expiration of fourteen days after notice in writing stating and demanding payment of the sum payable and giving notice of intention to sell in default, shall have been given to the registered holder for the time being of the share or the person entitled thereto by reason of his death or bankruptcy. To give effect to any such sale, the Directors may authorise some person to transfer the shares	Sale of shares subject to lien.

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sold to the purchaser thereof.
44. The proceeds of the sale shall be received by the Company and applied in payment of such part of the amount in respect of which the lien exists as is presently payable and the residue, if any, shall (subject to a like lien for sums not presently payable as existed upon the shares before the sale) be paid to the person entitled to the shares at the date of the sale.	Application of proceeds of such sales.
45. A statutory declaration in writing that the declarant is a Director of the Company and that a share has been duly forfeited or surrendered or sold to satisfy a lien of the Company on a date stated in the declaration shall be conclusive evidence of the facts stated therein as against all persons claiming to be entitled to the share, and such declaration and the receipt of the Company for the consideration (if any) given for the share on the sale, re-allotment or disposal thereof together with the certificate of proprietorship of the share under Seal delivered to a purchaser or allottee thereof shall (subject to the execution of a transfer if the same be required) constitute a good title to the share and the person to whom the share is sold, re-allotted or disposed of shall be registered as the holder of the share and shall not be bound to see to the application of the purchase money (if any) nor shall his title to the share be affected by any irregularity or invalidity in the proceedings in reference to the forfeiture, surrender, sale, re-allotment or disposal of the share.	Title to shares forfeited or surrendered or sold to satisfy a lien.
ALTERATION OF CAPITAL
46. The Company in General Meeting may from time to time by Ordinary Resolution, whether all the shares for the time being authorised shall have been issued or all the shares for the time being issued shall have been fully called up or not, increase its capital by the creation of new shares of such amount as may be deemed expedient.	Power to increase capital.
47. Subject to any special rights for the time being attached to any existing class of shares, the new shares shall be issued upon such terms and conditions and with such rights and privileges annexed thereto as the General Meeting resolving upon the creation thereof shall direct and if no direction be given as the Directors shall determine subject to the provisions of these Articles and in particular (but without prejudice to the generality of the foregoing) such shares may be issued with a preferential or qualified right to dividends and in the distribution of assets of the Company or otherwise.	Rights and privileges of new shares.
48. Unless otherwise determined by the Company in General Meeting any original shares for the time being unissued and any new shares from time to time to be created shall before issue be offered in the first instance and either at par or at a premium to all the then holders of any class of shares in proportion as nearly as may be to the amount of capital held by them. In offering such shares in the first instance to all the then holders of any class of shares the offer shall be made by notice specifying the number of shares offered and limiting the time within which the offer if not accepted will be deemed to be declined and after the expiration of that time or on the receipt of an intimation from the person to whom the offer is made that he declines to accept the shares offered, the Directors may dispose of those shares in such manner as they think most beneficial to the Company and the Directors may dispose of or not issue any such shares which by reason of the proportion borne by them to the number of holders entitled to any such offer or by reason of any other difficulty in apportioning the same cannot, in the opinion of the Directors, be conveniently offered under this Article.	Issue of new shares to Members.
49. Except so far as otherwise provided by the conditions of issue or by these Articles all new shares shall be subject to the provisions of these Articles with reference to allotments, payment of calls, lien, transfer, transmission, forfeiture and otherwise.	New shares otherwise subject to provisions of Articles.

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50. The Company may by Ordinary Resolution - Power to consolidate, cancel and subdivide shares.

(a)	consolidate and divide all or any of its share capital into shares of larger amount than its existing shares;
(b)	cancel any shares which, at the date of the passing of the resolution, have not been taken or agreed to be taken by any person or which have been forfeited and diminish the amount of its share capital by the amount of the shares so cancelled;
(c)	subdivide its shares or any of them into shares of a smaller amount than is fixed by the Memorandum of Association (subject nevertheless to the provisions of the Act) provided always that in such subdivision the proportion between the amount paid and the amount (if any) unpaid on each reduced share shall be the same as it was in the case of the share from which the reduced share is derived; and
(d)	subject to the provisions of these Articles and the Act, convert any class of shares into any other class of shares.

51. (a) The Company may by Special Resolution reduce its share capital, any capital redemption reserve fund or share premium account in any manner and with and subject to any incident authorised and consent required by law.	Power to reduce capital.
(b) Subject to and in accordance with the provisions of the Act, the Company may authorise the Directors in General Meeting to purchase or otherwise acquire ordinary shares issued by it on such terms as the Company may think fit and in the manner prescribed by the Act. All shares purchased by the Company shall be cancelled. The amount of the Company’s issued share capital which is diminished on cancellation of the shares purchased shall be transferred to the Company’s capital redemption reserve.
STOCK
52. The Company may by Ordinary Resolution convert any paid up shares into stock and may from time to time by like resolution reconvert any stock into paid up shares of any denomination.	Power to convert into stock.
53. The holders of stock may transfer the same or any part thereof in the same manner and subject to the same Articles as and subject to which the shares from which the stock arose might previously to conversion have been transferred or as near thereto as circumstances admit but no stock shall be transferable except in such units as the Directors may from time to time determine, provided that such units shall not be greater than the nominal amount of the shares from which the stock arose.	Transfer of stock.
54. The holders of stock shall, according to the amount of stock held by them, have the same rights, privileges and advantages as regards dividend, return of capital, voting and other matters, as if they held the shares from which the stock arose; but no such privilege or advantage (except as regards dividend and return of capital and the assets on winding up) shall be conferred by any such aliquot part of stock which would not if existing in shares have conferred that privilege or advantage; and no such conversion shall affect or prejudice any preference or other special privileges attached to the shares so converted.	Rights of shareholders.
55. All such of the provisions of these Articles as are applicable to paid up shares	Interpretation

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shall apply to stock and the words “share” and “shareholder” or similar expressions herein shall include “stock” or “stockholder”.
GENERAL MEETINGS
56. (a) Subject to the provisions of the Act and Article 56A hereof, the Company shall in each year hold a general meeting as its Annual General Meeting in addition to any other meetings in that year and not more than fifteen months shall elapse between the date of one Annual General Meeting of the Company and that of the next. Provided that so long as the Company holds its First Annual General Meeting within eighteen months of its incorporation, it need not hold it in the year of its incorporation or in the following year.	Annual General Meeting.
(b) All General Meetings other than Annual General Meetings shall be called Extraordinary General Meetings.	Extraordinary General Meetings.
(c) The time and place of any General Meeting shall be determined by the Directors.	Time and place.
56A. (a) The Company shall dispense with the holding of Annual General Meetings in accordance with the provisions of the Act if a resolution to this effect is passed at a General Meeting by all Members as, being entitled to do so, vote in person or by proxy present at the General Meeting.	Dispensation of Annual General Meetings.
(b) Notwithstanding a resolution referred to in Article 56A(a) being passed to dispense with the holding of Annual General Meetings, any Member may by notice given to the Company in accordance with the requirements of the Act require an Annual General Meeting to be held for that year. The Company shall proceed to convene the Annual General Meeting in accordance with these Articles but shall not be required to convene Annual General Meetings for the subsequent years unless a notice by a Member to require the Company to do so has been received.
(c) Where a resolution referred to in Article 56A(a) has been passed to dispense with the holding of Annual General Meetings, any reference in the Act to a deed, act or thing which is required to be done in Annual General Meetings shall be regarded as being done if a resolution or resolutions of the Members has or have been passed by written means in accordance with these Articles to the effect that such deed, act or thing has been done, and any reference in the Act to the date or conclusion of an Annual General Meeting shall, unless an Annual General Meeting is held, be regarded as the date of expiry of the period within which the Annual General Meeting is required by law to be held.
57. The Directors may, whenever they think fit, convene an Extraordinary General Meeting and Extraordinary General Meetings shall also be convened on such requisition or, in default, may be convened by such requisitionists, as provided by Section 176 of the Act. If at any time there are not within Singapore sufficient Directors capable of acting to form a quorum at a meeting of Directors, any Director may convene an Extraordinary General Meeting in the same manner as nearly as possible as that in which meetings may be convened by the Directors.	Calling Extraordinary General Meetings.
NOTICE OF GENERAL MEETINGS
58. Subject to the provisions of the Act as to special notice, at least fourteen (14) days’ notice in writing (exclusive both of the day on which the notice is served or deemed to be served and of the day for which the notice is given) of every General Meeting shall	Notice of Meetings.

11

be given in the manner hereinafter mentioned to such persons (including the Auditors) as are under the provisions herein contained entitled to receive notice from the Company. Provided that a General Meeting notwithstanding that it has been called by a shorter notice than that specified above shall be deemed to have been duly called if it is so agreed -

(a)	in the case of an Annual General Meeting by all the Members entitled to attend and vote thereat; and
(b)	in the case of an Extraordinary General Meeting by that number or majority in number of the Members having a right to attend and vote thereat as is required by the Act.

59. (a) Every notice calling a General Meeting shall specify the place and the day and hour of the Meeting, and there shall appear with reasonable prominence in every such notice a statement that a Member entitled to attend and vote is entitled to appoint a proxy to attend and to vote instead of him and that a proxy need not be a Member of the Company.	Contents of notice.
(b) In the case of an Annual General Meeting, the notice shall also specify the Meeting as such.
(c) In the case of any General Meeting at which business other than routine business is to be transacted, the notice shall specify the general nature of the business; and if any resolution is to be proposed as a Special Resolution or as requiring special notice, the notice shall contain a statement to that effect.
60. Routine business shall mean and include only business transacted at an Annual General Meeting of the following classes, that is to say:	Routine Business.

(a)	Declaring dividends;
(b)	Reading, considering and adopting the balance sheet, the reports of the Directors and Auditors, and other accounts and documents required to be annexed to the balance sheet;
(c)	Appointing Auditors and fixing the remuneration of Auditors or determining the manner in which such remuneration is to be fixed; and
(d)	Fixing the remuneration of the Directors proposed to be paid under Article 87.

PROCEEDINGS AT GENERAL MEETINGS
61. Where there are two (2) or more Members of the Company, no business shall be transacted at any General Meeting unless two (2) Members are present to form a quorum. In the event of a corporation being beneficially entitled to the whole of the issued capital of the Company or there being only one Member of the Company, one person representing such corporation or the sole Member shall be a quorum and shall be deemed to constitute a Meeting and, if applicable, the provisions of Section 179 of the Act shall apply. For the purpose of this Article, “Member” includes a person attending by proxy or by attorney or as representing a corporation which is a Member.	Quorum.
62. If within half an hour from the time appointed for the Meeting a quorum is not present, the Meeting if convened on the requisition of Members shall be dissolved. In any other case it shall stand adjourned to the same day in the next week at the same time and place, or to such other day and at such other time and place as the Directors may	Adjournment if quorum not present.

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determine, and if at such adjourned Meeting a quorum is not present within fifteen minutes from the time appointed for holding the Meeting, the Meeting shall be dissolved. No notice of any such adjournment as aforesaid shall be required to be given to the Members.
63. The Chairman of the Board of Directors shall preside as Chairman at every General Meeting. If there be no such Chairman or if at any Meeting he be not present within fifteen minutes after the time appointed for holding the Meeting or be unwilling to act, the Members present shall choose some Director to be Chairman of the Meeting or, if no Director be present or if all the Directors present decline to take the Chair, one of their number present, to be Chairman.	Chairman.
64. The Chairman may, with the consent of any Meeting at which a quorum is present (and shall if so directed by the Meeting) adjourn the Meeting from time to time and from place to place, but no business shall be transacted at any adjourned Meeting except business which might lawfully have been transacted at the Meeting from which the adjournment took place. When a Meeting is adjourned for thirty days or more, notice of the adjourned Meeting shall be given as in the case of the original Meeting. Save as aforesaid, it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned Meeting.	Adjournment.
65. At any General Meeting a resolution put to the vote of the Meeting shall be decided on a show of hands unless a poll be (before or on the declaration of the result of the show of hands) demanded by at least one Member present in person or by proxy or by attorney or in the case of a corporation by a representative and entitled to vote thereat Provided always that no poll shall be demanded on the election of a Chairman or on a question of adjournment. Unless a poll be so demanded (and the demand be not withdrawn) a declaration by the Chairman that a resolution has been carried or carried unanimously or by a particular majority or lost and an entry to that effect in the minute book shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against the resolution. A demand for a poll may be withdrawn.	Method of voting.
66. If a poll be duly demanded (and the demand be not withdrawn) it shall be taken in such manner (including the use of ballot or voting papers or tickets) as the Chairman may direct and the result of a poll shall be deemed to be the resolution of the Meeting at which the poll was demanded. The Chairman may, and if so requested shall, appoint scrutineers and may adjourn the Meeting to some place and time fixed by him for the purpose of declaring the result of the poll.	Taking a poll.
67. If any votes be counted which ought not to have been counted or might have been rejected, the error shall not vitiate the result of the voting unless it be pointed out at the same Meeting or at any adjournment thereof and not in any case unless it shall in the opinion of the Chairman be of sufficient magnitude.	Votes counted in error.
68. In the case of equality of votes, whether on a show of hands or on a poll, the Chairman of the Meeting at which the show of hands takes place or at which the poll is demanded shall not be entitled to a casting vote.	Chairman’s casting vote.
69. A poll demanded on any question shall be taken either immediately or at such subsequent time (not being more than thirty days from the date of the Meeting) and place as the Chairman may direct. No notice need be given of a poll not taken immediately.	Time for taking a poll.
70. The demand for a poll shall not prevent the continuance of a Meeting for the transaction of any business, other than the question on which the poll has been demanded.

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VOTES OF MEMBERS
71. Subject to these Articles and to any special rights or restrictions as to voting attached to any class of shares hereinafter issued on a show of hands every Member who is present in person or by proxy or attorney or in the case of a corporation by a representative shall have one vote and on a poll every such Member shall have one vote for every share of which he is the holder.	Voting rights of Members.
72. Where there are joint registered holders of any share any one of such persons may vote and be reckoned in a quorum at any Meeting either personally or by proxy or by attorney or in the case of a corporation by a representative as if he were solely entitled thereto and if more than one of such joint holders be so present at any Meeting that one of such persons so present whose name stands first in the Register in respect of such share shall alone be entitled to vote in respect thereof. Several executors or administrators of a deceased Member in whose name any share stands shall for the purpose of this Article be deemed joint holders thereof.	Voting rights of joint holders.
73. A Member of unsound mind or whose person or estate is liable to be dealt with in any way under the law relating to mental disorders may vote whether on a show of hands or on a poll by his committee, curator bonis or such other person as properly has the management of his estate and any such committee, curator bonis or other person may vote by proxy or attorney, provided that such evidence as the Directors may require of the authority of the person claiming to vote shall have been deposited at the Office not less than forty eight hours before the time appointed for holding the Meeting.	Voting rights of Members of unsound mind.
74. Subject to the provisions of these Articles every Member shall be entitled to be present and to vote at any General Meeting either personally or by proxy or by attorney or in the case of a corporation by a representative and to be reckoned in a quorum in respect of shares fully paid and in respect of partly paid shares where calls are not due and unpaid.	Right to vote.
75. No objection shall be raised to the qualification of any voter except at the Meeting or adjourned Meeting at which the vote objected to is given or tendered and every vote not disallowed at such Meeting shall be valid for all purposes. Any such objection made in due time shall be referred to the Chairman of the Meeting whose decision shall be final and conclusive.	Objections.
76. On a poll votes may be given either personally or by proxy or by attorney or in the case of a corporation by its representative and a person entitled to more than one vote need not use all his votes or cast all the votes he uses in the same way.	Votes on a poll.
77. An instrument appointing a proxy shall be in writing and:	Appointment of proxies.

(a)	in the case of an individual shall be signed by the appointor or by his attorney; and
(b)	in the case of a corporation shall be either under the common seal or signed by its attorney or by an officer on behalf of the corporation.

The Directors may, but shall not be bound to, require evidence of the authority of any such attorney or officer.
78. A proxy need not be a Member of the Company.	Proxy need not be a Member.

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79. An instrument appointing a proxy or the power of attorney or other authority, if any, must be left at the Office or such other place (if any) as is specified for the purpose in the notice convening the Meeting not less than forty eight hours before the time appointed for the holding of the Meeting or adjourned Meeting (or in the case of a poll before the time appointed for the taking of the poll) at which it is to be used and in default shall not be treated as valid unless the Directors otherwise determine.	Deposit of proxies.
80. An instrument appointing a proxy shall be in the following form with such variations if any as circumstances may require or in such other form as the Directors may accept and shall be deemed to include the right to demand or join in demanding a poll:	Form of proxies.
” ARGOS SALES (SINGAPORE) PTE. LTD.”
“I/We,
of
a Member/Members of the abovenamed Company hereby appoint
of
or whom failing
of
to vote for me/us and on my/our behalf
at the (Annual, Extraordinary or Adjourned,
as the case may be) General Meeting of
the Company to be held on the     day
of            and at every adjournment
thereof.”
“As Witness my hand this     day of                      .”
An instrument appointing a proxy shall, unless the contrary is stated thereon, be valid as well for any adjournment of the Meeting as for the Meeting to which it relates and need not be witnessed.
81. A vote given in accordance with the terms of an instrument of proxy (which for the purposes of these Articles shall also include a power of attorney) shall be valid notwithstanding the previous death or insanity of the principal or revocation of the proxy, or of the authority under which the proxy was executed or the transfer of the share in respect of which the proxy is given, provided that no intimation in writing of such death, insanity, revocation or transfer shall have been received by the Company at the Office (or such other place as may be specified for the deposit of instruments appointing proxies) before the commencement of the Meeting or adjourned Meeting (or in the case of a poll before the time appointed for the taking of the poll) at which the proxy is used.	Intervening death or insanity of principal not to revoke proxy.
82. Any corporation which is a Member of the Company may by resolution of its directors or other governing body authorise such person as it thinks fit to act as its representative at any Meeting of the Company or of any class of Members of the Company and the person so authorised shall be entitled to exercise the same powers on behalf of the corporation as the corporation could exercise if it were an individual Member of the Company.	Corporations acting by representatives.
SHAREHOLDERS’ RESOLUTIONS BY WRITTEN MEANS
83. Save for a resolution referred to in Article 56A to dispense with the convening of Annual General Meetings or a resolution for which special notice is required under the Act, any resolution required to be passed by the Members of the Company in General Meeting may be passed by written means in accordance with the provisions of Sections 184A to 184F of the Act and these Articles. Where a resolution is deemed to be duly passed by written means, the requirements as to the procedures in these Articles	Passing Shareholders’ Resolutions by Written Means

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concerning the giving of notice of General Meetings, proceedings of such General Meetings and voting by Members at such General Meetings shall be deemed to be satisfied.

83A. A Special Resolution is passed by written means if the resolution indicates that it is a Special Resolution and it has been formally agreed on any date by one or more Members who on that date represent at least seventy-five per cent. (75%) of the total voting rights of all Members who on that date would have the right to vote on that resolution had a General Meeting been convened. An Ordinary Resolution is passed by written means if the resolution does not indicate that it is a Special Resolution and it has been formally agreed on any date by one or more Members who on that date represent a majority of the total voting rights of all Members who on that date would have the right to vote on that resolution at a General Meeting had a General Meeting been convened. For the avoidance of doubt, the requisite number of Members need not give their formal agreement to any Special Resolution or Ordinary Resolution on a single day.

83B. For the purpose of Article 83A, a resolution is formally agreed by a Member if:-

     (a) the Company receives from the Member (or his proxy) a document that (i) is given to the Company in legible form or a permitted alternative form; (ii) indicates the Member’s agreement (or agreement on his behalf) to the resolution; and (iii) includes the text of the resolution or otherwise makes clear that it is that resolution that is being agreed to; and

     (b) the Member (or his proxy) had a legible text of the resolution before giving that document.

     In this Article 83B and also for the purpose of Article 83D, something is “in legible form or a permitted alternative form” if, and only if, it is sent or otherwise supplied (aa) in a form (such as paper document) that is legible before being sent or otherwise supplied and does not change form during that process or (bb) through electronic communication.

83C. A resolution of the Company may only be passed by written means if agreement was first sought by the Directors in accordance with Article 83D or under the circumstances described in Section 184B(1)(a)(ii) of the Act. For the avoidance of doubt, other than the requirements stated in Articles 83 to 83G hereof, there is no other condition in the Memorandum of Association or these Articles relating to the passing of resolutions by written means that needs to be satisfied.

83D. In seeking the agreement of the Members to pass any resolution by written means, the Directors shall send to each Member who would have the right to vote on that resolution had a General Meeting been convened, a copy of the text of the resolution in legible form or a permitted alternative form. As far as practicable, the Directors shall send the text of the resolution as respects every Member at the same time and without delay, and the provisions of Section 184C of the Act shall apply.

83E. Any Member who represents at least five per cent. (5%) of the total voting rights of all Members would have the right to vote on that resolution had a General Meeting been convened, may within seven (7) days after receiving the text of the resolution sent pursuant to Article 83D or the documents referred to in Section 183(3A) of the Act, as the case may be, give notice to the Company requiring that a General Meeting be convened for the purpose of considering, and if thought fit, passing the resolution. Upon receipt of such a notice, the Directors shall proceed to convene a General Meeting in accordance with Articles 58 to 70 hereof.

83F. Where a resolution of the Members is passed by written means, the Company shall notify every Member that the resolution has been passed within fifteen (15) days from the date on which a Director or Company Secretary first becomes aware that the

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resolution has been passed. The Company shall cause a record of the resolution passed by written means and the indication of each Member’s agreement (or agreement on his behalf) to be entered in a book in the like manner for recording proceedings of General Meetings in the minute book. Any such record, if purporting to be signed by a Director or the Company Secretary shall be evidence of the proceedings in passing the resolution, and until the contrary is proved, the record shall also be evidence that the requirements of the Act with respect to the proceedings in passing the resolution have been complied with.
83G. Notwithstanding anything in these Articles, where there is only one Member of the Company, a resolution passed by written means may be passed by the Member recording the resolution and signing the record.
DIRECTORS
84. Subject to the other provisions of Section 145 of the Act, the Company shall have at least one Director being a natural person of full age and capacity who is ordinarily resident in Singapore and unless otherwise determined by a General Meeting, there shall be no maximum number of Directors holding office at any time.	Number of Directors.
85. The first Director of the Company is Jeswant Singh s/o Darshan Singh.	First Director.
86. A Director need not be a Member and shall not be required to hold any share qualification unless and until otherwise determined by the Company in General Meeting but shall be entitled to attend and speak at General Meetings. Where the Company only has one Member, the sole Member may also be the sole Director of the Company provided that the requirements in Article 84 are complied with.	Qualification.
87. Subject to Section 169 of the Act, the remuneration of the Directors shall be determined from time to time by the Company in General Meeting, and shall be divisible among the Directors in such proportions and manner as they may agree and in default of agreement equally, except that in the latter event any Director who shall hold office for part only of the period in respect of which such remuneration is payable shall be entitled only to rank in such division for the proportion of remuneration related to the period during which he has held office.	Remuneration of Directors.
88. The Directors shall be entitled to be repaid all travelling or such reasonable expenses as may be incurred in attending and returning from meetings of the Directors or of any committee of the Directors or General Meetings or otherwise howsoever in or about the business of the Company in the course of the performance of their duties as Directors.	Travelling expenses.
89. Any Director who is appointed to any executive office or serves on any committee or who otherwise performs or renders services, which in the opinion of the Directors are outside his ordinary duties as a Director, may, subject to Section 169 of the Act, be paid such extra remuneration as the Directors may determine.	Extra Remuneration.
90. (a) Other than the office of Auditor, a Director may hold any other office or place of profit under the Company and he or any firm of which he is a member may act in a professional capacity for the Company in conjunction with his office of Director for such period and on such terms (as to remuneration and otherwise) as the Directors may determine. Subject to the Act, no Director or intending Director shall be disqualified by his office from contracting or entering into any arrangement with the Company either as	Power of Directors to hold office of profit and to contract with Company.

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vendor, purchaser or otherwise nor shall such contract or arrangement or any contract or arrangement entered into by or on behalf of the Company in which any Director shall be in any way interested be avoided nor shall any Director so contracting or being so interested be liable to account to the Company for any profit realised by any such contract or arrangement by reason only of such Director holding that office or of the fiduciary relation thereby established.
(b) Every Director shall observe the provisions of Section 156 of the Act relating to the disclosure of the interests of the Directors in transactions or proposed transactions with the Company or of any office or property held by a Director which might create duties or interests in conflict with his duties or interests as a Director. Subject to such disclosure, a Director shall be entitled to vote in respect of any transaction or arrangement in which he is interested and he shall be taken into account in ascertaining whether a quorum is present.	Directors to observe Section 156 of the Act.
91. (a) A Director may be or become a director of or hold any office or place of profit (other than as Auditor) or be otherwise interested in any company in which the Company may be interested as vendor, purchaser, shareholder or otherwise and unless otherwise agreed shall not be accountable for any fees, remuneration or other benefits received by him as a director or officer of or by virtue of his interest in such other company.	Holding of office in other companies.
(b) The Directors may exercise the voting power conferred by the shares in any company held or owned by the Company in such manner and in all respects as the Directors think fit in the interests of the Company (including the exercise thereof in favour of any resolution appointing the Directors or any of them to be directors of such company or voting or providing for the payment of remuneration to the directors of such company) and any such Director of the Company may vote in favour of the exercise of such voting powers in the manner aforesaid notwithstanding that he may be or be about to be appointed a director of such other company.	Directors may exercise voting power conferred by Company’s shares in another company.
APPOINTMENT AND REMOVAL OF DIRECTORS
92. The Directors shall have power at any time and from time to time to appoint any person to be a Director either to fill a casual vacancy or as an additional Director but so that the total number of Directors shall not at any time exceed the maximum number, if any, fixed by or in accordance with these Articles.	Directors’ power to fill casual vacancies and to appoint additional Director.
93. The Company may by Ordinary Resolution remove any Director before the expiration of his period of office, notwithstanding anything in these Articles or in any agreement between the Company and such Director.	Removal of Directors.
94. The Company may by Ordinary Resolution appoint another person in place of a Director removed from office under the immediately preceding Article.	Appointment in place of Director removed.
MANAGING DIRECTORS
95. The Directors may from time to time appoint one or more of their body to be Managing Director or Managing Directors of the Company and may from time to time (subject to the provisions of any contract between him or them and the Company) remove or dismiss him or them from office and appoint another or others in his or their places.	Appointment of Managing Directors.
96. A Managing Director shall subject to the provisions of any contract between him and the Company be subject to the same provisions as to resignation and removal as the	Resignation and removal

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other Directors of the Company and if he ceases to hold the office of Director from any cause he shall ipso facto and immediately cease to be a Managing Director.	of Managing Director.
97. Subject to Section 169 of the Act, the remuneration of a Managing Director shall from time to time be fixed by the Directors and may subject to these Articles be by way of salary or commission or participation in profits or by any or all of these modes.	Remuneration of Managing Director.
98. The Directors may from time to time entrust to and confer upon a Managing Director for the time being such of the powers exercisable under these Articles by the Directors as they may think fit and may confer such powers for such time and to be exercised on such terms and conditions and with such restrictions as they think expedient and they may confer such powers either collaterally with or to the exclusion of and in substitution for all or any of the powers of the Directors in that behalf and may from time to time revoke withdraw alter or vary all or any of such powers.	Powers of Managing Director.
VACATION OF OFFICE OF DIRECTOR
99. The office of a Director shall be vacated in any one of the following events, namely -	Vacation of office of Director.

(a)	if he becomes prohibited from being a Director by reason of any order made under the Act;
(b)	if he ceases to be a Director by virtue of any of the provisions of the Act or these Articles;
(c)	subject to Section 145 of the Act, if he resigns by writing under his hand left at the Office;
(d)	if he has a receiving order made against him or suspend payments or compound with his creditors generally;
(e)	if he be found lunatic or become of unsound mind; or
(f)	if he be absent from meetings of the Directors for a continuous period of six months without leave from the Directors and the Directors resolve that his office be vacated.

ALTERNATE DIRECTORS
100. (a) Any Director may at any time by writing under his hand and deposited at the Office or by telefax, telex or by cable sent to the Secretary appoint any person to be his Alternate Director and may in like manner at any time terminate such appointment. Any appointment or removal by telefax, telex or cable shall be confirmed as soon as possible by letter, but may be acted upon by the Company meanwhile.	Appointment of Alternate Directors.
(b) A Director or any other person may act as an Alternate Director to represent more than one Director and such Alternate Director shall be entitled at Directors’ meetings to one vote for every Director whom he represents in addition to his own vote if he is a Director.
(c) The appointment of an Alternate Director shall ipso facto determine on the happening of any event which if he were a Director would render his office as a Director to be vacated and his appointment shall also determine ipso facto if his appointor ceases for any reason to be a Director.

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(d) An Alternate Director shall be entitled to receive notices of meetings of the Directors and to attend and vote as a Director at any such meeting at which the Director appointing him is not personally present and generally, if his appointor is absent from Singapore or is otherwise unable to act as such Director, to perform all functions of his appointment as a Director (except the power to appoint an Alternate Director) and to sign any resolution in accordance with the provisions of Article 106.
(e) An Alternate Director shall not be taken into account in reckoning the minimum or maximum number of Directors allowed for the time being under these Articles but he shall be counted for the purpose of reckoning whether a quorum is present at any meeting of the Directors attended by him at which he is entitled to vote Provided that he shall not constitute a quorum under Article 103 if he is the only person present at the meeting notwithstanding that he may be an Alternate to more than one Director.
(f) An Alternate Director may be repaid by the Company such expenses as might properly be repaid to him if he were a Director and he shall be entitled to receive from the Company such proportion (if any) of the remuneration otherwise payable to his appointor as such appointor may by notice in writing to the Company from time to time direct, but save as aforesaid he shall not in respect of such appointment be entitled to receive any remuneration from the Company.
(g) An Alternate Director shall not be required to hold any share qualification.
PROCEEDINGS OF DIRECTORS
101. (a) The Directors may meet together for the despatch of business, adjourn or otherwise regulate their meetings as they think fit. Subject to the provisions of these Articles questions arising at any meeting shall be determined by a majority of votes and in case of an equality of votes the Chairman of the meeting shall not have a second or casting vote.	Meetings of Directors.
(b) Any Director may participate at a meeting of the Directors by telephone conference, video conference, audio visual or by means of a similar communication equipment whereby all persons participating in the meeting are able to hear each other in which event such Director shall be deemed to be present at the meeting. A Director participating in a meeting in the manner aforesaid may also be taken into account in ascertaining the presence of a quorum at the meeting. Minutes of the proceedings at a meeting by telephone conference, video conference, audio visual, or other similar communications equipment signed by the Chairman of the meeting shall be conclusive evidence of such proceedings and of the observance of all necessary formalities.
102. A Director may and the Secretary on the requisition of a Director shall at any time summon a meeting of the Directors. At least fourteen (14) days notice in writing (exclusive of the day on which the notice is served or is deemed to be served) of every meeting of the Directors shall be given to every Director. Every such notice shall specify the place, the day and the hour of the meeting and the general nature of the business to be transacted Provided that any Director may waive the requirement for notice or accept shorter notice of any meeting of the Directors.	Convening meetings of Directors.
103. Except where the Company only has one Director, the quorum necessary for the transaction of the business of the Directors may be fixed by the Directors and unless so fixed at any other number shall be two (2) Provided that where no quorum is present at any duly convened meeting, the meeting shall be adjourned seven (7) days thereafter at the same time and place and such Directors as are present at such meeting shall be the	Quorum.

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quorum. A meeting of the Directors at which a quorum is present shall be competent to exercise all the powers and discretions for the time being exercisable by the Directors.
104. The continuing Directors may act notwithstanding any vacancies in their body but if and so long as the number of Directors is reduced below the minimum number fixed by or in accordance with these Articles the continuing Directors or Director may act for the purpose of filling up such vacancies or of summoning General Meetings of the Company but not for any other purpose. If there be no Directors or Director able or willing to act, then any Members, or if the Company only has a sole Member, then that sole Member, may summon a General Meeting for the purpose of appointing one or more Directors.	Proceedings in case of vacancies.
105. The Director shall elect a Chairman and may elect one or more Vice-Chairmen and the Directors may determine the period for which such officers shall respectively hold office. The Chairman (if any), or, in the absence of the Chairman, the Vice-Chairman (if any), or, in the event that there are more than one Vice-Chairman, the senior in appointment among them, shall preside at the meetings of the Directors. If such officers have not been appointed, or if no such officer is present within five minutes after the time appointed for a meeting, the Directors present shall choose one of their number to be Chairman at such meeting.	Chairman and Vice-Chairman.
106. A resolution in writing signed by the majority of Directors being not less than are sufficient to form a quorum shall be as effective as a resolution passed at a meeting of the Directors duly convened and held, and may consist of several documents in the like form each signed by one or more of the Directors Provided that, where a Director has appointed an Alternate Director but is not himself in Singapore the signature of such Alternate Director (if in Singapore), shall be required. The expressions “in writing” and “signed” include approval by any such Director by telefax, telex, cable, telegram, wireless or facsimile transmission or any form of electronic communication approved by the Directors for such purpose from time to time incorporating, if the Directors deem necessary, the use of security and/or identification procedures and devices approved by the Directors.	Resolutions in writing.
107. The Directors may delegate any of their powers to committees consisting of such member or members of their body as they think fit. Any committee so formed shall in the exercise of the powers so delegated conform to any regulations that may be imposed on them by the Directors.	Power to appoint committees.
108. The meetings and proceedings of any such committee consisting of two (2) or more members shall be governed by the provisions of these Articles regulating the meetings and proceedings of the Directors, so far as the same are applicable and are not superseded by any regulations made by the Directors under the last preceding Article.	Proceedings at committee meetings.
109. All acts done by any meeting of Directors or of a committee of Directors or by any person acting as Director shall as regards all persons dealing in good faith with the Company, notwithstanding that there was some defect in the appointment of any such Director or person acting as aforesaid or that they or any of them were disqualified or had vacated office or were not entitled to vote be as valid as if every such person had been duly appointed and was qualified and had continued to be a Director and had been entitled to vote.	Validity of acts of Directors in spite of some formal defect.
109A. Notwithstanding anything in these Articles, where the Company only has a sole Director, all acts required to be done or business required to be transacted by a meeting of Directors or of a committee of Directors may be done or undertaken by the sole Director and a declaration made by the sole Director, and recorded and signed by the sole Director, shall be evidence that the same has been done or undertaken.	Declaration by a sole Director
GENERAL POWERS OF THE DIRECTORS

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110. The business of the Company shall be managed by or under the direction of the Directors. The Directors may exercise all the powers of the Company except any powers that this Act or the Memorandum of Association and Articles of the Company require the Company to exercise in General Meeting. In particular and without prejudice to the generality of the foregoing the Directors may at their discretion exercise every borrowing power vested in the Company together with collateral power of hypothecating the assets of the Company including any uncalled or called but unpaid capital; provided that the Directors shall not carry into effect any proposals for disposing of the whole or substantially the whole of the Company’s undertaking or property unless those proposals have been approved by the Company in General Meeting.	General powers of Directors to manage Company’s business.
111. The Directors may from time to time by power of attorney appoint any company, firm or person or any fluctuating body of persons whether nominated directly or indirectly by the Directors to be the attorney or attorneys of the Company for such purposes and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the Directors under these Articles) and for such period and subject to such conditions as they may think fit, and any such power of attorney may contain such provisions for the protection and convenience of persons dealing with such attorney as the Directors may think fit and may also authorise any such attorney to subdelegate all or any of the powers, authorities and discretions vested in him.	Power to appoint attorneys.
112. All cheques, promissory notes, drafts, bills of exchange, and other negotiable or transferable instruments and all receipts for moneys paid to the Company shall be signed, drawn, accepted, endorsed or otherwise executed, as the case may be, in such manner as the Directors shall from time to time by resolution determine.	Signature of cheques and bills.

BORROWING POWERS

113. The Directors may borrow or raise money from time to time for the purpose of the Company or secure the payment of such sums as they think fit and may secure the repayment or payment of such sums by mortgage or charge upon all or any of the property or assets of the Company or by the issue of debentures (whether at par or at discount or premium) or otherwise as they may think fit. Directors’ borrowing powers.

SECRETARY

114. The Secretary or Secretaries shall and a Deputy or Assistant Secretary or Secretaries may be appointed by the Directors for such term, at such remuneration and upon such conditions as they may think fit, and any Secretary, Deputy or Assistant Secretary so appointed may be removed by them, but without prejudice to any claim he may have for damages for breach of any contract of service between him and the Company. The appointment and duties of the Secretary or Secretaries shall not conflict with the provisions of the Act and in particular Section 171 thereof. Secretary.

SEAL

115. (a) The Directors shall provide for the safe custody of the Seal, which shall only be used by the authority of the Directors or a committee of Directors authorised by the Directors in that behalf, and every instrument to which the Seal shall be affixed shall (subject to the provisions of these Articles as to certificates for shares) be signed by a Director and shall be countersigned by the Secretary or by a second Director or by some other person appointed by the Directors in place of the Secretary for the purpose.

Seal.

(b) The Company may exercise the powers conferred by the Act with regard to having an Official Seal for use abroad, and such powers shall be vested in the Directors.

Official Seal.

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     (c) The Company may have a duplicate Common Seal as referred to in Section 124 of the Act which shall be a facsimile of the Common Seal with the addition on its face of the words “Share Seal”. Share Seal.

AUTHENTICATION OF DOCUMENTS

116. Any Director or the Secretary or any person appointed by the Directors for the purpose shall have power to authenticate any documents affecting the constitution of the Company and any resolutions passed by the Company, including a resolution passed by written means, or resolutions passed by the Directors, and any books, records, documents and accounts relating to the business of the Company, and to certify copies thereof or extracts therefrom as true copies or extracts; and where any books, records, documents or accounts are elsewhere than at the Office, the local manager and other officer of the Company having the custody thereof shall be deemed to be a person appointed by the Directors as aforesaid.

Power to authenticate documents.

117. A document purporting to be a copy of a resolution of the Directors, an extract from the minutes of a meeting of Directors or a declaration signed by a sole Director in accordance with Article 109A hereof, which is certified as such in accordance with the provisions of the last preceding Article shall be conclusive evidence in favour of all persons dealing with the Company upon the faith thereof that such resolution has been duly passed or, as the case may be, that such extract is a true and accurate record of a duly constituted or deemed meeting of the Directors. Any authentication or certification made pursuant to this Article may be made by any electronic means approved by the Directors from time to time for such purpose incorporating, if the Directors deem necessary, the use of security procedures or devices approved by the Directors.

Certified copies of resolution of the Directors.

DIVIDENDS AND RESERVES

118. The Company may by Ordinary Resolution declare dividends but (without prejudice to the powers of the Company to pay interest on share capital as hereinbefore provided) no dividend shall be payable except out of the profits of the Company, or in excess of the amount recommended by the Directors. Payment of dividends.

119. Subject to the rights of holders of shares with special rights as to dividend (if any), all dividends shall be declared and paid according to the amounts paid on the shares in respect whereof the dividend is paid, but (for the purposes of this Article only) no amount paid on a share in advance of calls shall be treated as paid on the share. All dividends shall be apportioned and paid pro rata according to the amount paid on the shares during any portion or portions of the period in respect of which the dividend is paid, but if any share is issued on terms providing that it shall rank for dividend as from a particular date such share shall rank for dividend accordingly. Apportionment of dividends.

120. If and so far as in the opinion of the Directors the profits of the Company justify such payments, the Directors may pay the fixed preferential dividends on any class of shares carrying a fixed preferential dividend expressed to be payable on a fixed date on the half-yearly or other dates (if any) prescribed for the payment thereof by the terms of issue of the shares, and subject thereto may also from time to time pay to the holders of any other class of shares interim dividends thereon of such amounts and on such dates as they may think fit. Payment of preference and interim dividends.

121. If the Company shall issue shares at a premium whether for cash or otherwise, the Directors shall transfer a sum equal to the aggregate amount or value of the premiums to an account to be called “Share Premium Account” and any amount for the time being standing to the credit of such account shall not be applied in the payment of dividend. Share premium account.

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122. No dividend or other moneys payable on or in respect of a share shall bear interest against the Company.	Dividends not to bear interest.
123. The Directors may deduct from any dividend or other moneys payable to any Member on or in respect of a share all sums of money (if any) presently payable by him to the Company on account of calls or in connection therewith.	Deduction of debts due to Company.
124. The Directors may retain any dividend or other moneys payable on or in respect of a share on which the Company has a lien and may apply the same in or towards satisfaction of the debts, liabilities or engagements in respect of which the lien exists.	Retention of dividends on shares subject to lien.
125. The Directors may retain the dividends payable on shares in respect of which any person is under the provisions as to the transmission of shares hereinbefore contained entitled to become a Member or which any person under those provisions is entitled to transfer until such person shall become a Member in respect of such shares or shall duly transfer the same.	Retention of dividends on shares pending transmission.

126. The payment by the Directors of any unclaimed dividends or other moneys payable on or in respect of a share into a separate account shall not constitute the Company a trustee in respect thereof. All dividends unclaimed after being declared may be invested or otherwise made use of by the Directors for the benefit of the Company and any dividend unclaimed after a period of six years from the date of declaration of such dividend may be forfeited and if so shall revert to the Company but the Directors may at any time thereafter at their absolute discretion annul any such forfeiture and pay the dividend so forfeited to the person entitled thereto prior to the forfeiture. Unclaimed dividends.

127. The Company may, upon the recommendation of the Directors, by Ordinary Resolution direct payment of a dividend in whole or in part by the distribution of specific assets and in particular of paid up shares or debentures of any other company or in any one or more of such ways; and the Directors shall give effect to such resolution and where any difficulty arises in regard to such distribution, the Directors may settle the same as they think expedient and in particular may fix the value for distribution of such specific assets or any part thereof and may determine that cash payments shall be made to any Members upon the footing of the value so fixed in order to adjust the rights of all parties and may vest any such specific assets in trustees as may seem expedient to the Directors.

Payment of dividend in specie.

128. Any dividend or other moneys payable in cash on or in respect of a share may be paid by cheque or warrant sent through the post to the registered address of the Member or person entitled thereto, or, if several persons are registered as joint holders of the share or are entitled thereto in consequence of the death or bankruptcy of the holder to any one of such persons or to such persons and such address as such persons may by writing direct. Every such cheque or warrant shall be made payable to the order of the person to whom it is sent or to such person as the holder or joint holders or person or persons entitled to the share in consequence of the death or bankruptcy of the holder may direct and payment of the cheque if purporting to be endorsed or the receipt of any such person shall be a good discharge to the Company. Every such cheque or warrant shall be sent at the risk of the person entitled to the money represented thereby.

Dividends payable by cheque.

129. A transfer of shares shall not pass the right to any dividend declared on such shares before the registration of the transfer. Effect of transfer.

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RESERVES

130. The Directors may from time to time set aside out of the profits of the Company and carry to reserve such sums as they think proper which, at the discretion of the Directors, shall be applicable for meeting contingencies or for the gradual liquidation of any debt or liability of the Company or for repairing or maintaining the works, plant and machinery of the Company or for special dividends or bonuses or for equalising dividends or for any other purpose to which the profits of the Company may properly be applied and pending such application may either be employed in the business of the Company or be invested. The Directors may divide the reserve into such special funds as they think fit and may consolidate into one fund any special funds or any parts of any special funds into which the reserve may have been divided. The Directors may also without placing the same to reserve carry forward any profits which they may think it not prudent to divide. Power to carry profit to reserve.

CAPITALISATION OF PROFITS AND RESERVES

131. The Company may, upon the recommendation of the Directors, by Ordinary Resolution resolve that it is desirable to capitalise any sum for the time being standing to the credit of any of the Company’s reserve accounts (including share premium account and any capital redemption reserve funds) or any sum standing to the credit of the profit and loss account or otherwise available for distribution, provided that such sum be not required for paying the dividends on any shares carrying a fixed cumulative preferential dividend and accordingly that the Directors be authorised and directed to appropriate the sum resolved to be capitalised to the Members holding shares in the Company in the proportions in which such sum would have been divisible amongst them had the same been applied or been applicable in paying dividends and to apply such sum on their behalf either in or towards paying up the amounts (if any) for the time being unpaid on any shares held by such Members respectively, or in paying up in full unissued shares or debentures of the Company of a nominal amount equal to such sum, such shares or debentures to be allotted and distributed and credited as fully paid up to and amongst such Members in the proportion aforesaid or partly in one way and partly in the other: Provided that a share premium account and a capital redemption reserve fund may only be applied hereunder in the paying up of unissued shares to be issued to Members as fully paid shares. Power to capitalise profits.

132. Whenever such a resolution as aforesaid shall have been passed, the Directors shall make all appropriations and applications of the sum resolved to be capitalised thereby and all allotments and issues of fully paid shares or debentures (if any) and generally shall do all acts and things required to give effect thereto with full power to the Directors to make such provision by payment in cash or otherwise as they think fit for the case of shares or debentures becoming distributable in fractions and also to authorise any person to enter on behalf of all the Members interested into an agreement with the Company providing for the allotment to them respectively, credited as fully paid up, of any further shares to which they may be entitled upon such capitalisation or (as the case may require) for the payment up by the Company on their behalf, by the application thereto of their respective proportions of the sum resolved to be capitalised, of the amounts or any part of the amounts remaining unpaid on their existing shares and any agreement made under such authority shall be effective and binding on all such Members. Implementation of resolution to capitalise profits.

MINUTES AND BOOKS

133. The Directors shall cause minutes to be made in books to be provided for the purpose - Minutes.

(a)	of all appointments of officers made by the Directors;
(b)	of the names of the Directors present at each meeting of Directors and of any committee of Directors;
(c)	of all resolutions and proceedings at all Meetings of the Company and of

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any class of Members, of the Directors and of committees of Directors;

(d)	of all declarations made by a sole Director which is recorded and signed by the sole Director; and
(e)	of all resolutions passed by written means with the indication of each Member’s agreement (or agreement on his behalf) to the resolutions.

134. The Directors shall duly comply with the provisions of the Act and in particular the provisions in regard to registration of charges created by or affecting property of the Company, in regard to keeping a Register of Directors, Managers, Secretaries and Auditors, the Register, a Register of Mortgages and Charges and a Register of Directors’ Share and Debenture Holdings and in regard to the production and furnishing of copies of such Registers and of any Register of Holders of Debentures of the Company. Keeping of Registers, etc.

135. Any register, index, minute book, book of accounts or other book required by these Articles or by the Act to be kept by or on behalf of the Company may be kept either by making entries in bound books or by recording them in any other manner. In any case in which bound books are not used, the Directors shall take adequate precautions for guarding against falsification and for facilitating discovery. Form of registers, etc.

ACCOUNTS

136. The Directors shall cause to be kept such accounting and other records as are necessary to comply with the provisions of the Act and shall cause those records to be kept in such manner as to enable them to be conveniently and properly audited. Directors to keep proper accounts.

137. Subject to the provisions of Section 199 of the Act, the books of accounts shall be kept at the Office or at such other place or places as the Directors think fit within Singapore. No Member (other than a Director) shall have any right of inspecting any account or book or document or other recording of the Company except as is conferred by law or authorised by the Directors or by an Ordinary Resolution of the Company. Location and inspection.

138. Subject to the provisions of the Act, the Directors shall cause to be prepared and to be laid before the Company in General Meeting such profit and loss accounts, balance sheets, group accounts (if any) and reports as may be necessary. Presentation of accounts.

139. Subject to the provisions of the Act, a copy of every balance sheet and profit and loss account which is to be laid before a General Meeting of the Company (including every document required by the Act to be annexed thereto) together with a copy of every report of the Auditors relating thereto and of the Directors’ report shall not less than fourteen days before the date of the Meeting be sent to every Member of, and every holder of debentures (if any) of, the Company and to every other person who is entitled to receive notices from the Company under the provisions of the Act or of these Articles: provided that this Article shall not require a copy of these documents to be sent to any person of whose address the Company is not aware or to more than one of the joint holders of a share in the Company or the several persons entitled thereto in consequence of the death or bankruptcy of the holder or otherwise but any Member to whom a copy of these documents has not been sent shall be entitled to receive a copy free of charge on application at the Office. Copies of accounts.

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AUDITORS

140. Subject to the provisions of the Act, Auditors shall be appointed and their duties regulated in accordance with the provisions of the Act. Every Auditor of the Company shall have a right of access at all times to the accounting and other records of the Company and shall make his report as required by the Act. Appointment of Auditors.

141. Subject to the provisions of the Act, all acts done by any person acting as an Auditor shall, as regards all persons dealing in good faith with the Company, be valid, notwithstanding that there was some defect in his appointment or that he was at the time of his appointment not qualified for appointment. Validity of acts of Auditors in spite of some formal defect.

142. The Auditors shall be entitled to attend any General Meeting and to receive all notices of and other communications relating to any General Meeting to which any Member is entitled and to be heard at any General Meeting on any part of the business of the Meeting which concerns them as Auditors. Auditors’ right to receive notices of and attend at General Meetings.

NOTICES

143. (a) Any notice may be given by the Company to any Member in any of the following ways: Service of notice.

(i)	by delivering the notice personally to him; or
(ii)	by sending it by prepaid mail to him at his registered address in Singapore or where such address is outside Singapore by prepaid air-mail; or
(iii)	by sending a cable or telex, or telefax containing the text of the notice to him at his registered address in Singapore or where such address is outside Singapore to such address or to any other address as might have been previously notified by the Member concerned to the Company; or
(iv)	by electronic communication containing the text of the notice to him at an electronic mailing address as previously notified by the Member concerned to the Company for the purpose of receiving electronic communication.

     (b) Any notice or other communication served under any of the provisions of these Articles on or by the Company or any officer of the Company may be tested or verified by telex or telefax or telephone or electronic means or such other manner as may be convenient in the circumstances but the Company and its officers are under no obligation so to test or verify any such notice or communication.

144. All notices and documents (including a share certificate) with respect to any shares to which persons are jointly entitled shall be given to whichever of such persons is named first on the Register and notice so given shall be sufficient notice to all the holders of such shares. Service of notices in respect of joint holders.

145. Any Member with a registered address shall be entitled to have served upon him at such address any notice to which he is entitled under these Articles, except where the Member has an electronic mailing address notified to the Company for the purpose of receiving electronic communication whereupon any notice may be served by the Company to the Member concerned by electronic communication at the said electronic mailing address. Members shall be served at registered address.

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146. A person entitled to a share in consequence of the death or bankruptcy of a Member or otherwise upon supplying to the Company such evidence as the Directors may reasonably require to show his title to the share, and upon supplying also an address for the service of notice, shall be entitled to have served upon him at such address any notice or document to which the Member but for his death or bankruptcy or otherwise would be entitled and such service shall for all purposes be deemed a sufficient service of such notice or document on all persons interested (whether jointly with or as claiming through or under him) in the share. Save as aforesaid any notice or document delivered or sent by post to or left at the registered address of any Member in pursuance of these Articles shall (notwithstanding that such Member be then dead or bankrupt or otherwise not entitled to such share and whether or not the Company have notice of the same) be deemed to have been duly served in respect of any share registered in the name of such Member as sole or joint holder. Service of notices after death etc. of a Member.

147. (a) Any notice given in conformity with Article 143 shall be deemed to have been given at any of the following times as may be appropriate: When service effected.

(i)	when it is delivered personally to the Member, at the time when it is so delivered;
(ii)	when it is sent by prepaid mail to an address in Singapore or by prepaid airmail to an address outside Singapore, on the second day following that on which the notice was put into the post;
(iii)	when the notice is sent by cable or telex, or telefax, or electronic communicatio n, on the day it is so sent.

(b) In proving such service or sending, it shall be sufficient to prove that the letter containing the notice or document was properly addressed and put into the post office as a prepaid letter or airmail letter as the case may be or that a telex or telefax or electronic communication was properly addressed and transmitted or that a cable was properly addressed and handed to the relevant authority for despatch.

148. Any notice on behalf of the Company or of the Directors shall be deemed effectual if it purports to bear the signature of the Secretary or other duly authorised officer of the Company, whether such signature is printed or written.

Signature on notice.

149. When a given number of days’ notice or notice extending over any other period is required to be given the day of service shall, unless it is otherwise provided or required by these Articles or by the Act, be not counted in such number of days or period. Day of service not counted.

150. (a) Notice of every General Meeting shall be given in the manner hereinbefore authorised to - Notice of General Meeting.

(i)	every Member;
(ii)	every person entitled to a share in consequence of the death or bankruptcy or otherwise of a Member who but for the same would be entitled to receive notice of the Meeting; and
(iii)	the Auditor for the time being of the Company.

(b) No other person shall be entitled to receive notices of General Meetings.

28

151. The provisions of Articles 143, 147, 148 and 149 shall apply mutatis mutandis to notices of meetings of Directors or any committee of Directors. Notice of meetings of Directors or any committee of Directors.

WINDING UP

152. If the Company is wound up (whether the liquidation is voluntary, under supervision, or by the Court) the Liquidator may, with the authority of a Special Resolution, divide among the Members in specie or kind the whole or any part of the assets of the Company and whether or not the assets shall consist of property of one kind or shall consist of properties of different kinds and may for such purpose set such value as he deems fair upon any one or more class or classes of property to be divided as aforesaid and may determine how such division shall be carried out as between the Members or different classes of Members. The Liquidator may, with the like authority, vest the whole or any part of the assets in trustees upon such trusts for the benefit of Members as the Liquidator with the like authority thinks fit and the liquidation of the Company may be closed and the Company dissolved but so that no Member shall be compelled to accept any shares or other securities in respect of which there is a liability. Distribution of assets in specie.

INDEMNITY

153. Subject to the provisions of the Act, every Director, Auditor, Secretary or other officer of the Company shall be entitled to be indemnified by the Company against all costs, charges, losses, expenses and liabilities incurred by him in the execution and discharge of his duties or in relation thereto and in particular and without prejudice to the generality of the foregoing no Director, Manager, Secretary or other officer of the Company shall be liable for the acts, receipts, neglects or defaults of any other Director or officer or for joining in any receipt or other act for conformity or for any loss or expense happening to the Company through the insufficiency or deficiency of title to any property acquired by order of the Directors for or on behalf of the Company or for the insufficiency or deficiency of any security in or upon which any of the moneys of the Company shall be invested or for any loss or damage arising from the bankruptcy, insolvency or tortious act of any person with whom any moneys, securities or effects shall be deposited or left or for any other loss, damage or misfortune whatever which shall happen in the execution of the duties of his office or in relation thereto unless the same happen through his own negligence, wilful default, breach of duty or breach of trust. Indemnity of Directors and officers.

29

NAME, ADDRESS AND OCCUPATION OF SUBSCRIBER

/s/ Lee Peek Sze Christine

Lee Peek Sze Christine

8 Lakepoint Drive
#03-43
Singapore 648926

Advocate & Solicitor

Dated this 1st day of September 2005.

Witness to the above signature:

/s/ Low Kah Keong
Low Kah Keong
Advocate & Solicitor
c/o WongPartnership
Advocates & Solicitors
80 Raffles Place
#58-01 UOB Plaza 1
Singapore 048624

30

EX-3.18

Exhibit-3.18

[Translation]

[This English translation is prepared for the convenience of the readers only.
Should there be any discrepancy or ambiguity between this English translation
and the original Japanese version, the original Japanese version shall govern.]

ARTICLES OF INCORPORATION
OF
Avago Technologies Japan Ltd.

Enacted:	September 26, 2005
Notarized:	September 26, 2005
Incorporated:	October 4, 2005
Article 1, 3, 7 and 8 amended:	October 11, 2005
Article 9 through 35, the number of article moved up:	October 11, 2005
Article 28 and 31 amended:	October 19, 2005
Article 3 and 8 amended:	March 18, 2006
Article 4-8, 10 and 12, amended,	May 1, 2006
Article 13 created,
After Article 14, the number of article moved down,
Article 15 and 16 amended,
Article 17 created,
Article 18, 19 and 20 amended,
Article 21-23 the number of article moved down,
Article 24 created,
Article 25 amended,
Article 26 the number of article moved down, and
Article 27-33 amended:
Article 20 amended	July 7, 2006

CHAPTER 1
GENERAL PROVISIONS

Article 1 (Trade name)

          The name of the Company shall be Avago Technology Kabushiki Kaisha and its English name shall be Avago Technologies Japan Ltd.

Article 2 (Business Purposes)

          The business purposes of the Company shall be to engage in the following business:

1.	Sales, research & development services of semiconductor and related products; and
2.	All business incidental or related to each of the foregoing.

Article 3 (Location of Head Office)

          The Company shall have its head office in Meguro-ku, Tokyo.

Article 4 (Method of Public Notices)

          Public notices of the Company shall be made in the Official Gazette (Kampo).

CHAPTER 2
SHARES

Article 5 (Maximum Total Number of Shares Authorized to be issued)

          The maximum total number of shares authorized to be issued by the Company shall be 800 shares.

Article 6 (Issuance of Share Certificates)

          The Company shall issue share certificates for shares.

Article 7 (Record Date)

          The Company shall regard shareholders of shares with voting rights recorded in its shareholders’ register as of the end of the business year as shareholders who shall be entitled to vote at the annual general meeting of shareholders with respect to the business year.

     2 In addition to the preceding paragraph, when it is necessary to do so, by resolution of the Board of Directors and prior public notice, the Company may determine shareholders or registered pledgees who were registered or electronically recorded in the last shareholders’ registry on the certain date as the shareholders or registered pledgees who may be entitled to exercise their rights.

CHAPTER 3
GENERAL MEETING OF SHAREHOLDERS

Article 8 (Convocation)

          The annual general meeting of shareholders of the Company shall be convened within three months following the last day of each business year, and an extraordinary general meeting of shareholders shall be convened whenever necessary.

     2 Convocation notice of a general meeting of shareholders shall be sent in writing at least two weeks prior to the date on which the meeting is to be held.

Article 9 (Chairperson)

          The Representative Director shall be the Chairperson of a general meeting of shareholders. However, if the Representative Director is unable to do this for some reason, one of the other Directors shall act in his place in accordance with the sequence prescribed by the Board of Directors in advance.

Article 10 (Method of Adopting Resolutions)

          Resolutions of a general meeting of shareholders shall be adopted by a majority of votes of shareholders present who are entitled to exercise their voting rights at such meeting unless otherwise provided by law or these Articles of Incorporation.

     2 The resolution provided in Paragraph 2 of Article 309 of the Company Law shall be adopted by two-thirds or more of the votes of the shareholders present who are entitled to exercise their voting rights and represent one-third or more of the total number of voting rights.

Article 11 (Voting by Proxy)

          A shareholder of the Company may exercise his/her vote through proxy, provided that the shareholder or the holder of such proxy, at every general meeting of shareholders, submits a document evidencing his/her authority to the Company.

     2 A shareholder of the Company may not assign more than one (1) proxy to exercise voting rights described in the foregoing paragraph.

Article 12 (Minutes of Meetings)

          An outline of the course of proceedings at each general meeting of shareholders, the results thereof and other items which are stipulated in laws or ordinance shall be recorded or electronically recorded in the minutes of the meeting, to which the Chairperson and the Directors present at the meeting shall affix their names and seals, or signatures, or electronic signatures, and such minutes shall be preserved at the head office of the Company for ten (10) years.

CHAPTER 4
DIRECTORS, BOARD OF DIRECTORS AND STATUTORY AUDITORS

Article 13 (Establishment of Board of Directors)

          The Company shall have Board of Directors.

Article 14 (Number of Directors)

          The Company shall have three (3) Directors or more.

Article 15 (Method of Election of Directors and Statutory Auditors)

Directors and Statutory Auditors shall be elected by a resolution of general meeting of shareholders.

     2. The election of Directors and Statutory Auditors shall be resolved by a majority of the votes of the shareholders present who are entitled to exercise their voting rights and represent one-third or more of the total number of voting rights.

     3. The election of Directors shall not be made by cumulative voting.

Article 16 (Term of Office of Directors)

          The term of office of Directors of the Company shall expire at the close of the annual general meeting of shareholders relating to the last business year to end within two (2) years from their election of office.

     2 In the case of a Director who was elected to fill a vacancy arising from the early retirement of his predecessor or to increase the number of Directors, the term of office of such Director shall expire at the time that the term of office of his predecessor or other Directors currently in office would or will.

Article 17 (Establishment and Number of Statutory Auditor)

          The Company shall have a Statutory Auditor, and the number thereof shall be one (1) or more.

Article 18 (Term of Office of Statutory Auditors)

          The term of office of Statutory Auditors of the Company shall expire at the close of the

general meeting of shareholders relating to the last business year to end within four (4) years from their election of office.

     2 In the case of a Statutory Auditor who was elected to fill a vacancy arising from the early retirement of his predecessor, the term of office of such Statutory Auditor shall expire at the time that the term of office of his retired predecessor would expire.

Article 19 (Representative Director)

          By its resolution, the Board of Directors may appoint one (1) or more Representative Directors.

     2. Representative Director shall represent the Company and manage the business affairs of the Company.

Article 20 (Officers)

          By its resolution, the Board of Directors may elect President, Vice President (who may be further classified by such description as “senior” as determined by the Board of Directors), Chief Financial Officer, Controller, Treasurer, General Counsel and other Officers with specific title.

Article 21 (Convocation of Meetings of the Board of Directors)

          Convocation of Meetings of the Board of Directors shall be sent to each Director at least three days prior to the date on which the meeting is to be held; provided that in emergency the period may be shortened.

Article 22 (Chairperson of Meetings of the Board of Directors)

          The Representative Director shall be the Chairperson of meeting of the Board of Directors. However, if the Representative Director is unable to do this for some reason, one of the other Directors shall act in his place in accordance with the sequence prescribed by the Board of Directors in advance.

Article 23 (Resolutions of Meetings of the Board of Directors)

          A majority of the Directors must be present at a meeting of the Board of Directors for a valid quorum. A resolution of the Board of Directors shall require the majority vote of all of the Directors.

Article 24 (Omission of Resolutions of Meetings of the Board of Directors)

          In the case where all Directors consent to the agenda items of a meeting of the Board of Directors by way of a paper document or electromagnetic form, the Company shall deem that a meeting of the Board of Directors has passed a resolution approving such agenda items; provided that the foregoing shall not apply in the event that a Statutory Auditor objects.

Article 25 (Minutes of Meetings)

          An outline of the course of proceedings at each meeting of the Board of Directors and the results thereof and other items which are stipulated in the laws or ordinances shall be recorded or electrically recorded in the minutes of the meeting, to which attending Directors and Statutory Auditors shall affix their names and seals, or signatures or electronic signatures and such minutes shall be preserved at the head office of the Company for ten (10) years.

Article 26 (Regulations of Board of Directors)

          Unless otherwise provided for by the laws and ordinances or these Articles of Incorporation, matters concerning the Board of Directors shall be provided for in the Regulations of Board of Directors established by the Board of Directors.

Article 27 (Remuneration, etc. of Directors and Statutory Auditors)

          The remuneration of Directors and Statutory Auditors shall be determined by a resolution of the general meeting of shareholders.

Article 28 (Limitation of Liability of Directors)

          Pursuant to Paragraph 1 of Article 426 of the Company Law, the Company may, by a

resolution of the Board of Directors, limit liability of Directors (including those who used to be Directors) arising from any actions prescribed for in Paragraph 1 of Article 423 of the Company Law to the extent permitted by law.

Article 29 (Agreements with Outside Directors to Limit Liability)

          Pursuant to Paragraph 1 of Article 427 of the Company Law, the Company may execute an agreement with Outside Directors to limit the liability of such Outside Directors arising from any actions prescribed for in Paragraph 1 of Article 423 of the Company Law; provided that the amount of liability limited pursuant to such agreement shall be the amount set forth in applicable law.

Article 30 (Limitation of Liability of Statutory Auditors)

          Pursuant to Paragraph 1 of Article 426 of the Corporate Law, the Company may exempt a Statutory Auditor (including those who used to be Statutory Auditors) from liability in damages mentioned in Article 423, paragraph 1 of the Corporate Law, by a resolution of the Board of Directors, to the extent permitted by law.

CHAPTER 5
ACCOUNTS

Article 31 (Business Year)

          The business year of the Company shall be from November 1 through October 31 of the next year.

Article 32 (Surplus Distribution)

          Surplus distribution shall be distributed to those shareholders or registered pledgees appearing on the shareholders’ register as of the last day of each fiscal year.

     2 The Company shall be relieved from the obligation to distribute such surplus distribution after the expiration of three (3) full years from the payment date thereof.

CHAPTER 6
SUPPLEMENTARY PROVISIONS

Article 33 (Enforcement of Corporate Law)

          The amendments to these articles of incorporation shall become effective as of the date on which the Corporate Law (Law No. 86 of 2005) becomes effective.

EX-3.19

Exhibit-3.19

CORPORATE REGISTRY

As of July 20, 2006

7^th floor, Sumitomo-Fudosan Aobadai Hills
7-7, Aobadai 4-chome, Meguro-ku, Tokyo
Avago Technologies Japan, Ltd. (the “Company”)
Corporate Number: 0132-01-011934

Company Name	Avago Technologies Japan, Ltd.
Address of Head Office	7th floor, Sumitomo-Fudosan Aobadai Hills, 7-7, Aobadai 4-chome, Meguro-ku, Tokyo
Method of Public Notice	Public notices of the Company shall be made in the Official Gazette (Kampo).
Date of Incorporation	October 4, 2005
Business Purpose	1.     Sales, research & development services of semiconductor and related products; and
	2.     All business incidental or related to each of the foregoing.
Maximum Total Number of Shares Authorized to be issued	800 shares/common
Issued and Outstanding Number of Shares and Class	200 shares/common
	800 shares/common	Changed: May 1, 2006
		Registered: May 22, 2006
Provision regarding Issuance of Share Certificates	The Company shall issue share certificates for shares.
Total Amount of Paid-in Capital	10,000,000 yen
	285,508,886 yen	Changed: May 1, 2006
		Registered: May 22, 2006
Matter relating to Directors and Statutory Auditors	Director Masaaki Koike	Appointed: December 1, 2005
	Director Jeff Henderson	Appointed: December 1, 2005
	(Outside Director)	Resigned: July 7, 2006
		Registered: July 11, 2006
	Director Bian-ee Tan	Appointed: December 1, 2005
	(Outside Director)	Resigned: July 7, 2006
		Registered: July 11, 2006
	Director Mercedes Johnson	Appointed: January 31, 2006

* The underlined are the items which have already been deleted.

	(Outside Director)	Conducted affairs of the
		Company: July 7, 2006
		Registered: July 11, 2006
	Director Rex Jackson	Appointed: January 31, 2006
	(Outside Director)	Conducted affairs of the
		Company: July 7, 2006
		Registered: July 11, 2006
	Representative Director Masaaki Koike 28-6, Kami-yoga 4-chome, Setagaya-ku, Tokyo	Appointed: December 1, 2005
	Statutory Auditor Joe Chin	Appointed: December 1, 2005
		Reappointed: May 1, 2006
		Registered: May 22, 2006
Provision regarding Exemption from Liability of Directors, etc. to the Company	Pursuant to Paragraph 1 of Article 426 of the Company Law, the Company may, by a resolution of the Board of Directors, limit liability of Directors (including those who used to be Directors) arising from any actions prescribed for in Paragraph 1 of Article 423 of the Company Law to the extent permitted by law. Pursuant to Paragraph 1 of Article 426 of the Corporate Law, the Company may exempt a Statutory Auditor (including those who used to be Statutory Auditors) from liability in damages mentioned in Article 423, paragraph 1 of the Corporate Law, by a resolution of the Board of Directors, to the extent permitted by law.
Provision regarding Limitation of Liability of Outside Directors, etc. to the Company	Pursuant to Paragraph 1 of Article 427 of the Company Law, the Company may execute an agreement with Outside Directors to limit the liability of such Outside Directors arising from any actions prescribed for in Paragraph 1 of Article 423 of the Company Law; provided that the amount of liability limited pursuant to such agreement shall be the amount set forth in applicable law.
Items regarding Company which establishes Board of Directors	Company which establishes Board of Directors
Items regarding Company which establishes Statutory Auditor	Company which establishes Statutory Auditor
Items regarding the Records of Corporate Registry	The head office moved from 2nd floor NAF Building, 8-20, Takaido-higashi 3-chome, Suginami-ku, Tokyo on March 18, 2006.

Registered: April 5, 2006

* The underlined are the items which have already been deleted.

EX-3.20

Exhibit 3.20

No. of Company: 200512010Z

THE COMPANIES ACT, CAP. 50

PRIVATE COMPANY LIMITED BY SHARES

MEMORANDUM

AND

ARTICLES OF ASSOCIATION

OF

AVAGO TECHNOLOGIES MANUFACTURING (SINGAPORE) PTE. LTD.

Incorporated on the 30^th day of August 2005

Lodged in the Office of the Accounting & Corporate Regulatory Authority, Singapore

WONGPARTNERSHIP
Advocates & Solicitors × Commissioner for Oaths × Notary Public
Agents for Trade Marks
80 Raffles Place
#58-01 UOB Plaza 1
Singapore 048624
Telephone: 64168 000
Facsimile: 6532 5711
Email: wonglaw@singnet.com.sg
Website: www.wongpartnership.com.sg

THE COMPANIES ACT, CAP. 50

AVAGO TECHNOLOGIES MANUFACTURING (SINGAPORE) PTE. LTD.

RESOLUTION PASSED ON 29 NOVEMBER 2005

At an Extraordinary General Meeting of the Company held on 29 November 2005, the following resolution was passed as special resolution:

SPECIAL RESOLUTION

AMENDMENT TO ARTICLES OF ASSOCIATION

That the Articles of Association of the Company be and are hereby amended by deleting the existing Article 5 in its entirety and substituting therefor the following new Article 5:

5. The authorised capital of the Company is S$150,000,000.00 divided into 150,000,000 ordinary shares of S$1.00 each.

Signed:

Kenneth Y. Hao
Director

ACCOUNTING AND CORPORATE REGULATORY AUTHORITY
(ACRA)

Company No: 200512010Z

CERTIFICATE CONFIRMING INCORPORATION OF COMPANY UNDER THE NEW NAME

This is to confirm that ARGOS MANUFACTURING (SINGAPORE) PTE. LTD. incorporated under the Companies Act on 30/08/2005 did by a special resolution resolve to change its name to AVAGO TECHNOLOGIES MANUFACTURING (SINGAPORE) PTE. LTD. and that the company is now known by its new name with effect from 29/09/2005.

GIVEN UNDER MY HAND AND SEAL ON 30/09/2005.

-s- Shirlyn Lim
SHIRLYN LIM
ASSISTANT REGISTRAR
ACCOUNTING AND CORPORATE REGULATORY AUTHORITY (ACRA)
SINGAPORE

THE COMPANIES ACT, CAP. 50

AVAGO TECHNOLOGIES MANUFACTURING (SINGAPORE) PTE. LTD.

RESOLUTION PASSED ON 28 SEPTEMBER 2005

At an Extraordinary General Meeting of the Company held on 28 September 2005, the following resolution was passed as special resolution:

SPECIAL RESOLUTION

CHANGE OF NAME

That, subject to the approval of the Registrar of Companies, the name of the Company be changed to Avago Technologies Manufacturing (Singapore) Pte. Ltd. and that the name Avago Technologies Manufacturing (Singapore) Pte. Ltd. be substituted for Argos Manufacturing (Singapore) Pte. Ltd. wherever the latter name appears in the Company’s Memorandum and Articles of Association.

Signed:

Jeswant Singh s/o Darshan Singh
Director

ACCOUNTING AND CORPORATE REGULATORY AUTHORITY
(ACRA)

Company No: 200512010Z

CERTIFICATE CONFIRMING INCORPORATION OF COMPANY

This is to confirm that ARGOS MANUFACTURING (SINGAPORE) PTE. LTD. is incorporated under the Companies Act (Cap 50), on and from 30/08/2005 and that the company is a PRIVATE COMPANY LIMITED BY SHARES.

GIVEN UNDER MY HAND AND SEAL ON 31/08/2005.

-s- Shirlyn Lim
SHIRLYN LIM
ASSISTANT REGISTRAR
ACCOUNTING AND CORPORATE REGULATORY AUTHORITY (ACRA)
SINGAPORE

THE COMPANIES ACT, CAP. 50

PRIVATE COMPANY LIMITED BY SHARES

MEMORANDUM OF ASSOCIATION

of

ARGOS MANUFACTURING (SINGAPORE) PTE. LTD.

     1. The name of the Company is ARGOS MANUFACTURING (SINGAPORE) PTE. LTD.

     2. The Registered Office of the Company will be situate in the Republic of Singapore.

     3. The liability of the members is limited.

     4. The original capital of the Company is S$1,000,000.00 divided into 1,000,000 ordinary shares of S$1.00 each, and the Company shall have power to increase or reduce the capital to consolidate or subdivide the shares into shares of larger or smaller amounts, and to issue all or any part of the original or any additional capital as fully paid or partly paid shares and with any special or preferential rights or privileges or subject to any special terms or conditions, and either with or without any special designation, and also from time to time to alter, modify, commute, abrogate or deal with any such rights, privileges, terms, conditions or designations in accordance with the regulations for the time being of the Company.

1

I, the person whose name, address and occupation are subscribed, am desirous of being formed into a Company in pursuance of this Memorandum of Association and agree to take the number of shares in the capital of the Company set opposite my name:-

—
NAME AND ADDRESS	NUMBER OF SHARES TAKEN
OF SUBSCRIBER	BY SUBSCRIBER
—
-s- Lee Peek Sze Christine
Lee Peek Sze Christine	One
8 Lakepoint Drive
#03-43
Singapore 648926
Advocate & Solicitor
—
TOTAL NUMBER OF SHARES TAKEN:	One
—
Dated this 30th day of August 2005.
Witness to the above signature:

-s- Low Kah Keong
Low Kah Keong
Advocate & Solicitor
c/o WongPartnership
Advocates & Solicitors
80 Raffles Place
#58-01 UOB Plaza 1
Singapore 048624

2

THE COMPANIES ACT, CAP. 50

PRIVATE COMPANY LIMITED BY SHARES

ARTICLES OF ASSOCIATION

of

ARGOS MANUFACTURING (SINGAPORE) PTE. LTD.

PRELIMINARY
1. The regulations contained in Table “A” in the Fourth Schedule to the Companies Act, Cap. 50 shall not apply to the Company, but the following shall subject to repeal, addition and alteration as provided by the Act or these Articles be the regulations of the Company.	Table “A” not to apply
2. In these Articles, if not inconsistent with the subject or context, the words standing in the first column of the Table next hereinafter contained shall bear the meanings set opposite to them respectively in the second column thereof -	Interpretation

WORDS		MEANINGS
the “Act”	..	The Companies Act, Cap. 50 or any statutory modification, amendment or re-enactment thereof for the time being in force or any and every other act for the time being in force concerning companies and affecting the Company and any reference to any provision of the Act is to that provision as so modified, amended or re-enacted or contained in any such subsequent Companies Act.
these “Articles”	..	These Articles of Association or other regulations of the Company for the time being in force.
the “Company”	..	The above named Company by whatever name from time to time called.
“Directors”	..	The Directors for the time being of the Company or such number of them as have authority to act for the Company.
“Director”	..	Includes any person acting as a Director of the Company and includes any person duly appointed and acting for the time being as an Alternate Director.
“Dividend”	..	Includes bonus.

1

WORDS		MEANINGS
“electronic communication”	..	Communication transmitted (whether from one person to another, from one device to another, from a person to a device or from a device to a person):-
		(a)     by means of a telecommunication system; or
		(b)     by other means but while in an electronic form,
		such that it can (where particular conditions are met) be received in legible form or be made legible following receipt in non-legible form.
“Member”	..	A member of the Company.
“Month”	..	Calendar month.
“Office”	..	The Registered Office of the Company for the time being.
“Ordinary Resolution”	..	A resolution not being a Special Resolution which is, or which is to be, passed by a majority of Members as, being entitled to do so, vote in person or by proxy at a General Meeting.
“Paid Up”	..	Includes credited as paid up.
“Register”	..	The Register of Members.
“Seal”	..	The Common Seal of the Company or in appropriate cases the Official Seal or duplicate Common Seal.
“Secretary”	..	The Secretary or Secretaries appointed under these Articles and shall include any person entitled to perform the duties of Secretary temporarily.
“Singapore”	..	The Republic of Singapore.
“Special Resolution”	..	Has the meaning given in Section 184 of the Act.
“telecommunication	..	Has the meaning as in the Telecommunications Act system” (Chapter 323) or any statutory modification, amendment or re-enactment thereof for the time being in force.
“Writing” and “Written”	..	Includes printing, lithography, typewriting and any other mode of representing or reproducing words in a visible form, including electronic communication.
“Year”	..	Calendar Year.
Words denoting the singular number only shall include the plural and vice versa.

2

Words denoting the masculine gender only shall include the feminine gender.
Words denoting persons shall include corporations.
Save as aforesaid, any word or expression used in the Act and the Interpretation Act, Cap. 1 shall, if not inconsistent with the subject or context, bear the same meaning in these Articles.
The headnotes and marginal notes are inserted for convenience only and shall not affect the construction of these Articles.
BUSINESS
3. Subject to the provisions of the Act, any branch or kind of business may be undertaken by the Directors at such time or times as they shall think fit, and further may be suffered by them to be in abeyance, whether such branch or kind of business may have been actually commenced or not, so long as the Directors may deem it expedient not to commence or proceed with such branch or kind of business.			Any branch or kind of business may be undertaken by Directors.
PRIVATE COMPANY
4. The Company is a private company, and accordingly:			Limited number of members and restrictions on the transfer of shares.
	(a)	the number of the Members of the Company (not including persons who are in the employment of the Company or of its subsidiary and persons who having been formerly in the employment of the Company or of its subsidiary were while in the employment and have continued after the determination of that employment to be Members of the Company) shall be limited to fifty Provided that for the purposes of this provision where two (2) or more persons hold one or more shares in the Company jointly they shall be treated as a single Member; and
	(b)	the right to transfer the shares of the Company shall be restricted in the manner hereinafter appearing.
SHARES
5. The authorised capital of the Company is S$1,000,000.00 divided into 1,000,000 ordinary shares of S$1.00 each.			Authorised Share Capital.
6. Except as is otherwise expressly permitted by the Act, the Company shall not give, whether directly or indirectly and whether by means of the making of a loan, the giving of a guarantee, the provision of security, the release of an obligation or the release of a debt or otherwise, any financial assistance for the purpose of, or in connection with, the acquisition or proposed acquisition of shares or units of shares in the Company or its holding company.			Prohibition of dealing in its own shares.
7. Save as provided by Section 161 of the Act, no shares may be issued by the Directors without the prior approval of the Company in General Meeting but subject thereto and to the provisions of these Articles, the Directors may allot or grant options			Issue of Shares.

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over or otherwise dispose of the same to such persons on such terms and conditions and either at a premium or at par and (subject to the provisions of the Act) at a discount and at such time as the Company in General Meeting may approve.
8. The rights attached to shares issued upon special conditions shall be clearly defined in the Memorandum of Association or these Articles. Without prejudice to any special right previously conferred on the holders of any existing shares or class of shares but subject to the Act and these Articles, shares in the Company may be issued by the Directors and any such shares may be issued with such preferred, deferred, or other special rights or such restrictions, whether in regard to dividend, voting, return of capital or otherwise as the Directors determine.	Special Rights.
9. If at any time the share capital is divided into different classes, the rights attached to any class (unless otherwise provided by the terms of issue of the shares of that class) may subject to the provisions of the Act, whether or not the Company is being wound up, be varied or abrogated with the sanction of a Special Resolution passed at a separate General Meeting of the holders of shares of the class and to every such Special Resolution the provisions of Section 184 of the Act shall with such adaptations as are necessary apply. To every such separate General Meeting the provisions of these Articles relating to General Meetings shall mutatis mutandis apply; but so that the necessary quorum shall be two (2) persons (unless all the shares of the class are held by one person whereupon no quorum is applicable) at least holding or representing by proxy or by attorney one-third of the issued shares of the class and that any holder of shares of the class present in person or by proxy or by attorney may demand a poll Provided always that where the necessary majority for such a Special Resolution is not obtained at the Meeting, consent in writing if obtained from the holders of three-fourths of the issued shares of the class concerned, within two (2) months of the Meeting shall be as valid and effectual as a Special Resolution, carried at the Meeting.	Variation of rights.
10. The rights conferred upon the holders of the shares of any class issued with preferred or other rights shall, unless otherwise expressly provided by the terms of issue of the shares of that class or by these Articles as are in force at the time of such issue, be deemed to be varied by the creation or issue of further shares ranking equally therewith.	Creation or issue of further shares with special rights.
11. The Company may exercise the powers of paying commission conferred by the Act, provided that the rate per cent or the amount of the commission paid or agreed to be paid shall be disclosed in the manner required by the Act and the commission shall not exceed the rate of ten per cent of the price at which the shares in respect whereof the same is paid are issued or an amount equal to ten per cent of that price (as the case may be). Such commission may be satisfied by the payment of cash or the allotment of fully or partly paid shares or partly in one way and partly in the other. The Company may also on any issue of shares pay such brokerage as may be lawful.	Power to pay commission and brokerage.
12. If any shares of the Company are issued for the purpose of raising money to defray the expenses of the construction of any works or the provisions of any plant which cannot be made profitable for a long period, the Company may, subject to the conditions and restrictions mentioned in the Act pay interest on so much of the share capital as is for the time being paid up and may charge the same to capital as part of the cost of the construction or provision.	Power to charge interest on capital.
13. Except as required by law, no person shall be recognised by the Company as holding any share upon any trust and the Company shall not be bound by or compelled in any way to recognise (even when having notice thereof) any equitable, contingent, future or partial interest in any share or any interest in any fractional part of a share or (except only as by these Articles or by law otherwise provided) any other rights in respect of any share, except an absolute right to the entirety thereof in the registered holder.	Exclusion of equities.

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14. If two (2) or more persons are registered as joint holders of any share any one of such persons may give effectual receipts for any dividend payable in respect of such share and the joint holders of a share shall, subject to the provisions of the Act, be severally as well as jointly liable for the payment of all instalments and calls and interest due in respect of such shares. Such joint holders shall be deemed to be one Member and the delivery of a certificate for a share to one of several joint holders shall be sufficient delivery to all such holders.	Joint holders.
15. No person shall be recognised by the Company as having title to a fractional part of a share or otherwise than as the sole or a joint holder of the entirety of such share.	Fractional part of a share.
16. If by the conditions of allotment of any shares the whole or any part of the amount of the issue price thereof shall be payable by instalments every such instalment shall, when due, be paid to the Company by the person who for the time being shall be the registered holder of the share or his personal representatives, but this provision shall not affect the liability of any allottee who may have agreed to pay the same.	Payment of instalments.
17. The certificate of title to shares in the capital of the Company shall be issued under the Seal in such form as the Directors shall from time to time prescribe and shall bear the autographic or facsimile signatures of at least one Director and the Secretary or some other person appointed by the Directors, and shall specify the number and class of shares to which it relates and the amounts paid thereon. The facsimile signatures may be reproduced by mechanical or other means provided the method or system of reproducing signatures has first been approved by the Auditors of the Company.	Share certificates.
18. Every person whose name is entered as a Member in the Register shall be entitled within two (2) months after allotment or within one month after the lodgment of any transfer to one certificate for all his shares of any one class or to several certificates in reasonable denominations each for a part of the shares so allotted or transferred. Where a Member transfers part only of the shares comprised in a certificate or where a Member requires the Company to cancel any certificate or certificates and issue new certificates for the purpose of subdividing his holding in a different manner the old certificate or certificates shall be cancelled and a new certificate or certificates for the balance of such shares issued in lieu thereof and the Member shall pay a fee not exceeding $2/- for each such new certificate as the Directors may determine.	Entitlement to certificates.
19. If any certificate or other document of title to shares or debentures be worn out or defaced, then upon production thereof to the Directors, they may order the same to be cancelled and may issue a new certificate in lieu thereof. For every certificate so issued there shall be paid to the Company the amount of the proper duty, if any, with which such certificate is chargeable under any law for the time being in force relating to stamps together with a further fee not exceeding $2/- as the Directors may determine. Subject to the provisions of the Act and the requirements of the Directors thereunder, if any certificate or document be lost or destroyed or stolen, then upon proof thereof to the satisfaction of the Directors and on such indemnity as the Directors deem adequate being given, and on the payment of the amount of the proper duty with which such certificate or document is chargeable under any law for the time being in force relating to stamps together with a further fee not exceeding $2/- as the Directors may determine, a new certificate or document in lieu thereof shall be given to the person entitled to such lost or destroyed or stolen certificate or document.	New certificates may be issued.
RESTRICTION ON TRANSFER OF SHARES
20. Subject to the restrictions of these Articles, any Member may transfer all or any	Form of Transfer.

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of his shares, but every transfer must be in writing and in the usual common form, or in any other form which the Directors may approve. The instrument of transfer of a share shall be signed both by the transferor and by the transferee, and by the witness or witnesses thereto and the transferor shall be deemed to remain the holder of the share until the name of the transferee is entered in the Register in respect thereof. Shares of different classes shall not be comprised in the same instrument of transfer.
21. All instruments of transfer which shall be registered shall be retained by the Company, but any instrument of transfer which the Directors may refuse to register shall (except in any case of fraud) be returned to the party presenting the same.			Retention of Transfers.
22. No share shall in any circumstances be transferred to any infant or bankrupt or person of unsound mind.			Infant, bankrupt or unsound mind.
23. The Directors may, in their absolute discretion, decline to register any transfer of shares on which the Company has a lien or to a person of whom they do not approve but shall in such event, within one month after the date on which the transfer was lodged with the Company, send to the transferor and transferee notice of the refusal. If the Directors refuse to register a transfer they shall within one month of the date of application for the transfer by notice in writing to the applicant state the facts which are considered to justify the refusal to register the transfer.			Directors’ power to decline to register.
24. The Directors may decline to register any instrument of transfer unless:			Instrument of transfer.
	(a)	such fee not exceeding $2/- or such other sum as the Directors may from time to time require under the provisions of these Articles, is paid to the Company in respect thereof; and
	(b)	the instrument of transfer is deposited at the Office or at such other place (if any) as the Directors may appoint accompanied by the certificates of the shares to which it relates and such other evidence as the Directors may reasonably require to show the right of the transferor to make the transfer and, if the instrument of transfer is executed by some other person on his behalf, the authority of the person so to do.
25. The Company shall provide a book to be called “Register of Transfers" which shall be kept under the control of the Directors, and in which shall be entered the particulars of every transfer of shares.			Register of Transfers.
26. The Register may be closed at such times and for such periods as the Directors may from time to time determine not exceeding in the whole thirty days in any year.			Closure of Register.
TRANSMISSION OF SHARES
27. In case of the death of a Member, the survivor or survivors, where the deceased was a joint holder, and the executors or administrators of the deceased, where he was a sole or only surviving holder, shall be the only persons recognised by the Company as having any title to his interest in the shares, but nothing herein shall release the estate of a deceased Member (whether sole or joint) from any liability in respect of any share held by him.			Transmission on death.
28. Any person becoming entitled to a share in consequence of the death or bankruptcy of any Member may, upon producing such evidence of title as the Directors shall require, be registered himself as holder of the share upon giving to the Company notice in writing of such his desire or transfer such share to some other person. If the person so becoming entitled shall elect to be registered himself, he shall deliver or send			Persons becoming entitled on death or bankruptcy of Member may be registered.

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to the Company a notice in writing signed by him stating that he so elects. If he shall elect to have another person registered he shall testify his election by executing to that person a transfer of the share. All the limitations, restrictions and provisions of these Articles relating to the right to transfer and the registration of transfers shall be applicable to any such notice or transfer as aforesaid as if the death or bankruptcy of the Member had not occurred and the notice or transfer were a transfer executed by such Member.
29. Save as otherwise provided by or in accordance with these Articles a person becoming entitled to a share in consequence of the death or bankruptcy of a Member shall be entitled to the same dividends and other advantages to which he would be entitled if he were the registered holder of the share except that he shall not be entitled in respect thereof to exercise any right conferred by membership in relation to Meetings of the Company until he shall have been registered as a Member in respect of the share.	Rights of unregistered executors and trustees.
30. There shall be paid to the Company in respect of the registration of any probate, letters of administration, certificate of marriage or death, power of attorney or other document relating to or affecting the title to any shares, such fee not exceeding $2/- as the Directors may from time to time require or prescribe.	Fee for registration of probate etc.
CALLS ON SHARES
31. The Directors may from time to time make such calls as they think fit upon the Members in respect of any moneys unpaid on their shares (whether on account of the nominal value of the shares or by way of premium) and not by the terms of the issue thereof made payable at fixed times, and each Member shall (subject to receiving at least fourteen days’ notice specifying the time or times and place of payment) pay to the Company at the time or times and place so specified the amount called on his shares. A call may be revoked or postponed as the Directors may determine.	Calls on shares.
32. A call shall be deemed to have been made at the time when the resolution of the Directors authorising the call was passed and may be made payable by instalments.	Time when made.
33. If a sum called in respect of a share is not paid before or on the day appointed for payment thereof, the person from whom the sum is due shall pay interest on the sum due from the day appointed for payment thereof to the time of actual payment at such rate not exceeding ten per cent per annum as the Directors determine, but the Directors shall be at liberty to waive payment of such interest wholly or in part.	Interest on calls.
34. Any sum (whether on account of the nominal value of the share or by way of premium) which by the terms of issue of a share becomes payable upon allotment or at any fixed date, shall for all purposes of these Articles be deemed to be a call duly made and payable on the date, on which, by the terms of issue, the same becomes payable, and in case of non-payment all the relevant provisions of the Articles as to payment of interest and expenses, forfeiture or otherwise shall apply as if such sum had become payable by virtue of a call duly made and notified.	Sum due on allotment.
35. The Directors may on the issue of shares differentiate between the holders as to the amount of calls to be paid and the times of payments.	Power to differentiate.
36. The Directors may, if they think fit, receive from any Member willing to advance the same all or any part of the moneys (whether on account of the nominal value of the shares or by way of premium) uncalled and unpaid upon the shares held by him and such payments in advance of calls shall extinguish, so far as the same shall extend, the liability upon the shares in respect of which it is made, and upon the moneys so received	Payment in advance on calls.

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or so much thereof as from time to time exceeds the amount of the calls then made upon the shares concerned the Company may pay interest at such rate not exceeding ten per cent per annum as the Member paying such sum and the Directors agree upon.
FORFEITURE AND LIEN
37. If any Member fails to pay in full any call or instalment of a call on the day appointed for payment thereof, the Directors may at any time thereafter serve a notice on such Member requiring payment of so much of the call or instalment as is unpaid together with any interest and expenses which may have accrued.	Notice requiring payment of calls.
38. The notice shall name a further day (not being less than fourteen days from the date of service of the notice) on or before which and the place where the payment required by the notice is to be made, and shall state that in the event of non-payment in accordance therewith the shares on which the call was made will be liable to be forfeited.	Notice to state time and place.
39. If the requirements of any such notice as aforesaid are not complied with, any share in respect of which such notice has been given may at any time thereafter, before payment of all calls and interest and expenses due in respect thereof be forfeited by a resolution of the Directors to that effect. Such forfeiture shall include all dividends declared in respect of the forfeited share and not actually paid before the forfeiture. The Directors may accept a surrender of any share liable to be forfeited hereunder.	Forfeiture on non-compliance with notice.
40. A share so forfeited or surrendered shall become the property of the Company and may be sold, re-allotted or otherwise disposed of either to the person who was before such forfeiture or surrender the holder thereof or entitled thereto, or to any other person, upon such terms and in such manner as the Directors shall think fit, and at any time before a sale, re-allotment or disposition the forfeiture or surrender may be cancelled on such terms as the Directors think fit. To give effect to any such sale, the Directors may, if necessary, authorise some person to transfer a forfeited or surrendered share to any such person as aforesaid.	Sale of shares forfeited.
41. A Member whose shares have been forfeited or surrendered shall cease to be a Member in respect of the shares, but shall notwithstanding the forfeiture or surrender remain liable to pay to the Company all moneys which at the date of forfeiture or surrender were payable by him to the Company in respect of the shares with interest thereon at ten per cent per annum (or such lower rate as the Directors may approve) from the date of forfeiture or surrender until payment, but such liability shall cease if and when the Company receives payment in full of all such money in respect of the shares and the Directors may waive payment of such interest either wholly or in part.	Rights and liabilities of Members whose shares have been forfeited or surrendered.
42. The Company shall have a first and paramount lien and charge on every share (not being a fully paid share) registered in the name of each Member (whether solely or jointly with others) and on the dividends declared or payable in respect thereof for all calls and instalments due on any such share and interest and expenses thereon but such lien shall only be upon the specific shares in respect of which such calls or instalments are due and unpaid and on all dividends from time to time declared in respect of the shares. The Directors may resolve that any share shall for some specified period be exempt from the provisions of this Article.	Company’s lien.
43. The Company may sell in such manner as the Directors think fit any share on which the Company has a lien, but no sale shall be made unless some sum in respect of which the lien exists is presently payable nor until the expiration of fourteen days after notice in writing stating and demanding payment of the sum payable and giving notice of intention to sell in default, shall have been given to the registered holder for the time being of the share or the person entitled thereto by reason of his death or bankruptcy. To give effect to any such sale, the Directors may authorise some person to transfer the	Sale of shares subject to lien.

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shares sold to the purchaser thereof.
44. The proceeds of the sale shall be received by the Company and applied in payment of such part of the amount in respect of which the lien exists as is presently payable and the residue, if any, shall (subject to a like lien for sums not presently payable as existed upon the shares before the sale) be paid to the person entitled to the shares at the date of the sale.	Application of proceeds of such sales.
45. A statutory declaration in writing that the declarant is a Director of the Company and that a share has been duly forfeited or surrendered or sold to satisfy a lien of the Company on a date stated in the declaration shall be conclusive evidence of the facts stated therein as against all persons claiming to be entitled to the share, and such declaration and the receipt of the Company for the consideration (if any) given for the share on the sale, re-allotment or disposal thereof together with the certificate of proprietorship of the share under Seal delivered to a purchaser or allottee thereof shall (subject to the execution of a transfer if the same be required) constitute a good title to the share and the person to whom the share is sold, re-allotted or disposed of shall be registered as the holder of the share and shall not be bound to see to the application of the purchase money (if any) nor shall his title to the share be affected by any irregularity or invalidity in the proceedings in reference to the forfeiture, surrender, sale, re-allotment or disposal of the share.	Title to shares forfeited or surrendered or sold to satisfy a lien.
ALTERATION OF CAPITAL
46. The Company in General Meeting may from time to time by Ordinary Resolution, whether all the shares for the time being authorised shall have been issued or all the shares for the time being issued shall have been fully called up or not, increase its capital by the creation of new shares of such amount as may be deemed expedient.	Power to increase capital.
47. Subject to any special rights for the time being attached to any existing class of shares, the new shares shall be issued upon such terms and conditions and with such rights and privileges annexed thereto as the General Meeting resolving upon the creation thereof shall direct and if no direction be given as the Directors shall determine subject to the provisions of these Articles and in particular (but without prejudice to the generality of the foregoing) such shares may be issued with a preferential or qualified right to dividends and in the distribution of assets of the Company or otherwise.	Rights and privileges of new shares.
48. Unless otherwise determined by the Company in General Meeting any original shares for the time being unissued and any new shares from time to time to be created shall before issue be offered in the first instance and either at par or at a premium to all the then holders of any class of shares in proportion as nearly as may be to the amount of capital held by them. In offering such shares in the first instance to all the then holders of any class of shares the offer shall be made by notice specifying the number of shares offered and limiting the time within which the offer if not accepted will be deemed to be declined and after the expiration of that time or on the receipt of an intimation from the person to whom the offer is made that he declines to accept the shares offered, the Directors may dispose of those shares in such manner as they think most beneficial to the Company and the Directors may dispose of or not issue any such shares which by reason of the proportion borne by them to the number of holders entitled to any such offer or by reason of any other difficulty in apportioning the same cannot, in the opinion of the Directors, be conveniently offered under this Article.	Issue of new shares to Members.
49. Except so far as otherwise provided by the conditions of issue or by these Articles all new shares shall be subject to the provisions of these Articles with reference to allotments, payment of calls, lien, transfer, transmission, forfeiture and otherwise.	New shares otherwise subject to provisions of Articles.

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50. The Company may by Ordinary Resolution -			Power to consolidate, cancel and subdivide shares.
	(a)	consolidate and divide all or any of its share capital into shares of larger amount than its existing shares;
	(b)	cancel any shares which, at the date of the passing of the resolution, have not been taken or agreed to be taken by any person or which have been forfeited and diminish the amount of its share capital by the amount of the shares so cancelled;
	(c)	subdivide its shares or any of them into shares of a smaller amount than is fixed by the Memorandum of Association (subject nevertheless to the provisions of the Act) provided always that in such subdivision the proportion between the amount paid and the amount (if any) unpaid on each reduced share shall be the same as it was in the case of the share from which the reduced share is derived; and
	(d)	subject to the provisions of these Articles and the Act, convert any class of shares into any other class of shares.
51. (a) The Company may by Special Resolution reduce its share capital, any capital redemption reserve fund or share premium account in any manner and with and subject to any incident authorised and consent required by law.			Power to reduce capital.
(b) Subject to and in accordance with the provisions of the Act, the Company may authorise the Directors in General Meeting to purchase or otherwise acquire ordinary shares issued by it on such terms as the Company may think fit and in the manner prescribed by the Act. All shares purchased by the Company shall be cancelled. The amount of the Company’s issued share capital which is diminished on cancellation of the shares purchased shall be transferred to the Company’s capital redemption reserve.
STOCK
52. The Company may by Ordinary Resolution convert any paid up shares into stock and may from time to time by like resolution reconvert any stock into paid up shares of any denomination.			Power to convert into stock.
53. The holders of stock may transfer the same or any part thereof in the same manner and subject to the same Articles as and subject to which the shares from which the stock arose might previously to conversion have been transferred or as near thereto as circumstances admit but no stock shall be transferable except in such units as the Directors may from time to time determine, provided that such units shall not be greater than the nominal amount of the shares from which the stock arose.			Transfer of stock.
54. The holders of stock shall, according to the amount of stock held by them, have the same rights, privileges and advantages as regards dividend, return of capital, voting and other matters, as if they held the shares from which the stock arose; but no such privilege or advantage (except as regards dividend and return of capital and the assets on winding up) shall be conferred by any such aliquot part of stock which would not if existing in shares have conferred that privilege or advantage; and no such conversion shall affect or prejudice any preference or other special privileges attached to the shares so converted.			Rights of shareholders.
55. All such of the provisions of these Articles as are applicable to paid up shares			Interpretation

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shall apply to stock and the words “share” and “shareholder” or similar expressions herein shall include “stock” or “stockholder”.
GENERAL MEETINGS
56. (a) Subject to the provisions of the Act and Article 56A hereof, the Company shall in each year hold a general meeting as its Annual General Meeting in addition to any other meetings in that year and not more than fifteen months shall elapse between the date of one Annual General Meeting of the Company and that of the next. Provided that so long as the Company holds its First Annual General Meeting within eighteen months of its incorporation, it need not hold it in the year of its incorporation or in the following year.	Annual General Meeting.
(b) All General Meetings other than Annual General Meetings shall be called Extraordinary General Meetings.	Extraordinary General Meetings.
(c) The time and place of any General Meeting shall be determined by the Directors.	Time and place.
56A. (a) The Company shall dispense with the holding of Annual General Meetings in accordance with the provisions of the Act if a resolution to this effect is passed at a General Meeting by all Members as, being entitled to do so, vote in person or by proxy present at the General Meeting.	Dispensation of Annual General Meetings.
(b) Notwithstanding a resolution referred to in Article 56A(a) being passed to dispense with the holding of Annual General Meetings, any Member may by notice given to the Company in accordance with the requirements of the Act require an Annual General Meeting to be held for that year. The Company shall proceed to convene the Annual General Meeting in accordance with these Articles but shall not be required to convene Annual General Meetings for the subsequent years unless a notice by a Member to require the Company to do so has been received.
(c) Where a resolution referred to in Article 56A(a) has been passed to dispense with the holding of Annual General Meetings, any reference in the Act to a deed, act or thing which is required to be done in Annual General Meetings shall be regarded as being done if a resolution or resolutions of the Members has or have been passed by written means in accordance with these Articles to the effect that such deed, act or thing has been done, and any reference in the Act to the date or conclusion of an Annual General Meeting shall, unless an Annual General Meeting is held, be regarded as the date of expiry of the period within which the Annual General Meeting is required by law to be held.
57. The Directors may, whenever they think fit, convene an Extraordinary General Meeting and Extraordinary General Meetings shall also be convened on such requisition or, in default, may be convened by such requisitionists, as provided by Section 176 of the Act. If at any time there are not within Singapore sufficient Directors capable of acting to form a quorum at a meeting of Directors, any Director may convene an Extraordinary General Meeting in the same manner as nearly as possible as that in which meetings may be convened by the Directors.	Calling Extraordinary General Meetings.
NOTICE OF GENERAL MEETINGS
58. Subject to the provisions of the Act as to special notice, at least fourteen (14) days’ notice in writing (exclusive both of the day on which the notice is served or deemed to be served and of the day for which the notice is given) of every General Meeting shall	Notice of Meetings.

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be given in the manner hereinafter mentioned to such persons (including the Auditors) as are under the provisions herein contained entitled to receive notice from the Company. Provided that a General Meeting notwithstanding that it has been called by a shorter notice than that specified above shall be deemed to have been duly called if it is so agreed -
	(a)	in the case of an Annual General Meeting by all the Members entitled to attend and vote thereat; and
	(b)	in the case of an Extraordinary General Meeting by that number or majority in number of the Members having a right to attend and vote thereat as is required by the Act.
59. (a) Every notice calling a General Meeting shall specify the place and the day and hour of the Meeting, and there shall appear with reasonable prominence in every such notice a statement that a Member entitled to attend and vote is entitled to appoint a proxy to attend and to vote instead of him and that a proxy need not be a Member of the Company.			Contents of notice.
(b) In the case of an Annual General Meeting, the notice shall also specify the Meeting as such.
(c) In the case of any General Meeting at which business other than routine business is to be transacted, the notice shall specify the general nature of the business; and if any resolution is to be proposed as a Special Resolution or as requiring special notice, the notice shall contain a statement to that effect.
60. Routine business shall mean and include only business transacted at an Annual General Meeting of the following classes, that is to say:			Routine Business.
	(a)	Declaring dividends;
	(b)	Reading, considering and adopting the balance sheet, the reports of the Directors and Auditors, and other accounts and documents required to be annexed to the balance sheet;
	(c)	Appointing Auditors and fixing the remuneration of Auditors or determining the manner in which such remuneration is to be fixed; and
	(d)	Fixing the remuneration of the Directors proposed to be paid under Article 87.
PROCEEDINGS AT GENERAL MEETINGS
61. Where there are two (2) or more Members of the Company, no business shall be transacted at any General Meeting unless two (2) Members are present to form a quorum. In the event of a corporation being beneficially entitled to the whole of the issued capital of the Company or there being only one Member of the Company, one person representing such corporation or the sole Member shall be a quorum and shall be deemed to constitute a Meeting and, if applicable, the provisions of Section 179 of the Act shall apply. For the purpose of this Article, “Member” includes a person attending by proxy or by attorney or as representing a corporation which is a Member.			Quorum.
62. If within half an hour from the time appointed for the Meeting a quorum is not present, the Meeting if convened on the requisition of Members shall be dissolved. In any other case it shall stand adjourned to the same day in the next week at the same time and place, or to such other day and at such other time and place as the Directors			Adjournment if quorum not present.

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may determine, and if at such adjourned Meeting a quorum is not present within fifteen minutes from the time appointed for holding the Meeting, the Meeting shall be dissolved. No notice of any such adjournment as aforesaid shall be required to be given to the Members.
63. The Chairman of the Board of Directors shall preside as Chairman at every General Meeting. If there be no such Chairman or if at any Meeting he be not present within fifteen minutes after the time appointed for holding the Meeting or be unwilling to act, the Members present shall choose some Director to be Chairman of the Meeting or, if no Director be present or if all the Directors present decline to take the Chair, one of their number present, to be Chairman.	Chairman.
64. The Chairman may, with the consent of any Meeting at which a quorum is present (and shall if so directed by the Meeting) adjourn the Meeting from time to time and from place to place, but no business shall be transacted at any adjourned Meeting except business which might lawfully have been transacted at the Meeting from which the adjournment took place. When a Meeting is adjourned for thirty days or more, notice of the adjourned Meeting shall be given as in the case of the original Meeting. Save as aforesaid, it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned Meeting.	Adjournment.
65. At any General Meeting a resolution put to the vote of the Meeting shall be decided on a show of hands unless a poll be (before or on the declaration of the result of the show of hands) demanded by at least one Member present in person or by proxy or by attorney or in the case of a corporation by a representative and entitled to vote thereat Provided always that no poll shall be demanded on the election of a Chairman or on a question of adjournment. Unless a poll be so demanded (and the demand be not withdrawn) a declaration by the Chairman that a resolution has been carried or carried unanimously or by a particular majority or lost and an entry to that effect in the minute book shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against the resolution. A demand for a poll may be withdrawn.	Method of voting.
66. If a poll be duly demanded (and the demand be not withdrawn) it shall be taken in such manner (including the use of ballot or voting papers or tickets) as the Chairman may direct and the result of a poll shall be deemed to be the resolution of the Meeting at which the poll was demanded. The Chairman may, and if so requested shall, appoint scrutineers and may adjourn the Meeting to some place and time fixed by him for the purpose of declaring the result of the poll.	Taking a poll.
67. If any votes be counted which ought not to have been counted or might have been rejected, the error shall not vitiate the result of the voting unless it be pointed out at the same Meeting or at any adjournment thereof and not in any case unless it shall in the opinion of the Chairman be of sufficient magnitude.	Votes counted in error.
68. In the case of equality of votes, whether on a show of hands or on a poll, the Chairman of the Meeting at which the show of hands takes place or at which the poll is demanded shall not be entitled to a casting vote.	Chairman’s casting vote.
69. A poll demanded on any question shall be taken either immediately or at such subsequent time (not being more than thirty days from the date of the Meeting) and place as the Chairman may direct. No notice need be given of a poll not taken immediately.	Time for taking a poll.
70. The demand for a poll shall not prevent the continuance of a Meeting for the transaction of any business, other than the question on which the poll has been demanded.

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VOTES OF MEMBERS
71. Subject to these Articles and to any special rights or restrictions as to voting attached to any class of shares hereinafter issued on a show of hands every Member who is present in person or by proxy or attorney or in the case of a corporation by a representative shall have one vote and on a poll every such Member shall have one vote for every share of which he is the holder.			Voting rights of Members.
72. Where there are joint registered holders of any share any one of such persons may vote and be reckoned in a quorum at any Meeting either personally or by proxy or by attorney or in the case of a corporation by a representative as if he were solely entitled thereto and if more than one of such joint holders be so present at any Meeting that one of such persons so present whose name stands first in the Register in respect of such share shall alone be entitled to vote in respect thereof. Several executors or administrators of a deceased Member in whose name any share stands shall for the purpose of this Article be deemed joint holders thereof.			Voting rights of joint holders.
73. A Member of unsound mind or whose person or estate is liable to be dealt with in any way under the law relating to mental disorders may vote whether on a show of hands or on a poll by his committee, curator bonis or such other person as properly has the management of his estate and any such committee, curator bonis or other person may vote by proxy or attorney, provided that such evidence as the Directors may require of the authority of the person claiming to vote shall have been deposited at the Office not less than forty eight hours before the time appointed for holding the Meeting.			Voting rights of Members of unsound mind.
74. Subject to the provisions of these Articles every Member shall be entitled to be present and to vote at any General Meeting either personally or by proxy or by attorney or in the case of a corporation by a representative and to be reckoned in a quorum in respect of shares fully paid and in respect of partly paid shares where calls are not due and unpaid.			Right to vote.
75. No objection shall be raised to the qualification of any voter except at the Meeting or adjourned Meeting at which the vote objected to is given or tendered and every vote not disallowed at such Meeting shall be valid for all purposes. Any such objection made in due time shall be referred to the Chairman of the Meeting whose decision shall be final and conclusive.			Objections.
76. On a poll votes may be given either personally or by proxy or by attorney or in the case of a corporation by its representative and a person entitled to more than one vote need not use all his votes or cast all the votes he uses in the same way.			Votes on a poll.
77. An instrument appointing a proxy shall be in writing and:			Appointment of proxies.
	(a)	in the case of an individual shall be signed by the appointor or by his attorney; and
	(b)	in the case of a corporation shall be either under the common seal or signed by its attorney or by an officer on behalf of the corporation.
The Directors may, but shall not be bound to, require evidence of the authority of any such attorney or officer.
78. A proxy need not be a Member of the Company.			Proxy need not be a Member.

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79. An instrument appointing a proxy or the power of attorney or other authority, if any, must be left at the Office or such other place (if any) as is specified for the purpose in the notice convening the Meeting not less than forty eight hours before the time appointed for the holding of the Meeting or adjourned Meeting (or in the case of a poll before the time appointed for the taking of the poll) at which it is to be used and in default shall not be treated as valid unless the Directors otherwise determine.	Deposit of proxies.
80. An instrument appointing a proxy shall be in the following form with such variations if any as circumstances may require or in such other form as the Directors may accept and shall be deemed to include the right to demand or join in demanding a poll:	Form of proxies.
“ ARGOS MANUFACTURING (SINGAPORE) PTE. LTD.”
“I/We,
of
a Member/Members of the above named Company hereby appoint
of
or whom failing
of
to vote for me/us and on my/our behalf
at the (Annual, Extraordinary or Adjourned,
as the case may be) General Meeting of
the Company to be held on the       day
of         and at every adjournment
thereof.”
“As Witness my hand this       day of     .”
An instrument appointing a proxy shall, unless the contrary is stated thereon, be valid as well for any adjournment of the Meeting as for the Meeting to which it relates and need not be witnessed.
81. A vote given in accordance with the terms of an instrument of proxy (which for the purposes of these Articles shall also include a power of attorney) shall be valid notwithstanding the previous death or insanity of the principal or revocation of the proxy, or of the authority under which the proxy was executed or the transfer of the share in respect of which the proxy is given, provided that no intimation in writing of such death, insanity, revocation or transfer shall have been received by the Company at the Office (or such other place as may be specified for the deposit of instruments appointing proxies) before the commencement of the Meeting or adjourned Meeting (or in the case of a poll before the time appointed for the taking of the poll) at which the proxy is used.	Intervening death or insanity of principal not to revoke proxy.
82. Any corporation which is a Member of the Company may by resolution of its directors or other governing body authorise such person as it thinks fit to act as its representative at any Meeting of the Company or of any class of Members of the Company and the person so authorised shall be entitled to exercise the same powers on behalf of the corporation as the corporation could exercise if it were an individual Member of the Company.	Corporations acting by representatives.
SHAREHOLDERS’ RESOLUTIONS BY WRITTEN MEANS
83. Save for a resolution referred to in Article 56A to dispense with the convening of Annual General Meetings or a resolution for which special notice is required under the Act, any resolution required to be passed by the Members of the Company in General Meeting may be passed by written means in accordance with the provisions of Sections	Passing Shareholders’ Resolutions by Written Means

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184A to 184F of the Act and these Articles. Where a resolution is deemed to be duly passed by written means, the requirements as to the procedures in these Articles concerning the giving of notice of General Meetings, proceedings of such General Meetings and voting by Members at such General Meetings shall be deemed to be satisfied.

83A. A Special Resolution is passed by written means if the resolution indicates that it is a Special Resolution and it has been formally agreed on any date by one or more Members who on that date represent at least seventy-five per cent. (75%) of the total voting rights of all Members who on that date would have the right to vote on that resolution had a General Meeting been convened. An Ordinary Resolution is passed by written means if the resolution does not indicate that it is a Special Resolution and it has been formally agreed on any date by one or more Members who on that date represent a majority of the total voting rights of all Members who on that date would have the right to vote on that resolution at a General Meeting had a General Meeting been convened. For the avoidance of doubt, the requisite number of Members need not give their formal agreement to any Special Resolution or Ordinary Resolution on a single day.

83B. For the purpose of Article 83A, a resolution is formally agreed by a Member if:-

     (a) the Company receives from the Member (or his proxy) a document that (i) is given to the Company in legible form or a permitted alternative form; (ii) indicates the Member’s agreement (or agreement on his behalf) to the resolution; and (iii) includes the text of the resolution or otherwise makes clear that it is that resolution that is being agreed to; and

     (b) the Member (or his proxy) had a legible text of the resolution before giving that document.

     In this Article 83B and also for the purpose of Article 83D, something is “in legible form or a permitted alternative form” if, and only if, it is sent or otherwise supplied (aa) in a form (such as paper document) that is legible before being sent or otherwise supplied and does not change form during that process or (bb) through electronic communication.

83C. A resolution of the Company may only be passed by written means if agreement was first sought by the Directors in accordance with Article 83D or under the circumstances described in Section 184B(1)(a)(ii) of the Act. For the avoidance of doubt, other than the requirements stated in Articles 83 to 83G hereof, there is no other condition in the Memorandum of Association or these Articles relating to the passing of resolutions by written means that needs to be satisfied.

83D. In seeking the agreement of the Members to pass any resolution by written means, the Directors shall send to each Member who would have the right to vote on that resolution had a General Meeting been convened, a copy of the text of the resolution in legible form or a permitted alternative form. As far as practicable, the Directors shall send the text of the resolution as respects every Member at the same time and without delay, and the provisions of Section 184C of the Act shall apply.

83E. Any Member who represents at least five per cent. (5%) of the total voting rights of all Members would have the right to vote on that resolution had a General Meeting been convened, may within seven (7) days after receiving the text of the resolution sent pursuant to Article 83D or the documents referred to in Section 183(3A) of the Act, as the case may be, give notice to the Company requiring that a General Meeting be convened for the purpose of considering, and if thought fit, passing the resolution. Upon receipt of such a notice, the Directors shall proceed to convene a General Meeting in accordance with Articles 58 to 70 hereof.

83F. Where a resolution of the Members is passed by written means, the Company

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shall notify every Member that the resolution has been passed within fifteen (15) days from the date on which a Director or Company Secretary first becomes aware that the resolution has been passed. The Company shall cause a record of the resolution passed by written means and the indication of each Member’s agreement (or agreement on his behalf) to be entered in a book in the like manner for recording proceedings of General Meetings in the minute book. Any such record, if purporting to be signed by a Director or the Company Secretary shall be evidence of the proceedings in passing the resolution, and until the contrary is proved, the record shall also be evidence that the requirements of the Act with respect to the proceedings in passing the resolution have been complied with.
83G. Notwithstanding anything in these Articles, where there is only one Member of the Company, a resolution passed by written means may be passed by the Member recording the resolution and signing the record.
DIRECTORS
84. Subject to the other provisions of Section 145 of the Act, the Company shall have at least one Director being a natural person of full age and capacity who is ordinarily resident in Singapore and unless otherwise determined by a General Meeting, there shall be no maximum number of Directors holding office at any time.	Number of Directors.
85. The first Director of the Company is Jeswant Singh s/o Darshan Singh.	First Director.
86. A Director need not be a Member and shall not be required to hold any share qualification unless and until otherwise determined by the Company in General Meeting but shall be entitled to attend and speak at General Meetings. Where the Company only has one Member, the sole Member may also be the sole Director of the Company provided that the requirements in Article 84 are complied with.	Qualification.
87. Subject to Section 169 of the Act, the remuneration of the Directors shall be determined from time to time by the Company in General Meeting, and shall be divisible among the Directors in such proportions and manner as they may agree and in default of agreement equally, except that in the latter event any Director who shall hold office for part only of the period in respect of which such remuneration is payable shall be entitled only to rank in such division for the proportion of remuneration related to the period during which he has held office.	Remuneration of Directors.
88. The Directors shall be entitled to be repaid all travelling or such reasonable expenses as may be incurred in attending and returning from meetings of the Directors or of any committee of the Directors or General Meetings or otherwise howsoever in or about the business of the Company in the course of the performance of their duties as Directors.	Travelling expenses.
89. Any Director who is appointed to any executive office or serves on any committee or who otherwise performs or renders services, which in the opinion of the Directors are outside his ordinary duties as a Director, may, subject to Section 169 of the Act, be paid such extra remuneration as the Directors may determine.	Extra Remuneration.

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90. (a) Other than the office of Auditor, a Director may hold any other office or place of profit under the Company and he or any firm of which he is a member may act in a professional capacity for the Company in conjunction with his office of Director for such period and on such terms (as to remuneration and otherwise) as the Directors may determine. Subject to the Act, no Director or intending Director shall be disqualified by his office from contracting or entering into any arrangement with the Company either as vendor, purchaser or otherwise nor shall such contract or arrangement or any contract or arrangement entered into by or on behalf of the Company in which any Director shall be in any way interested be avoided nor shall any Director so contracting or being so interested be liable to account to the Company for any profit realised by any such contract or arrangement by reason only of such Director holding that office or of the fiduciary relation thereby established.	Power of Directors to hold office of profit and to contract with Company.
(b) Every Director shall observe the provisions of Section 156 of the Act relating to the disclosure of the interests of the Directors in transactions or proposed transactions with the Company or of any office or property held by a Director which might create duties or interests in conflict with his duties or interests as a Director. Subject to such disclosure, a Director shall be entitled to vote in respect of any transaction or arrangement in which he is interested and he shall be taken into account in ascertaining whether a quorum is present.	Directors to observe Section 156 of the Act.
91. (a) A Director may be or become a director of or hold any office or place of profit (other than as Auditor) or be otherwise interested in any company in which the Company may be interested as vendor, purchaser, shareholder or otherwise and unless otherwise agreed shall not be accountable for any fees, remuneration or other benefits received by him as a director or officer of or by virtue of his interest in such other company.	Holding of office in other companies.
(b) The Directors may exercise the voting power conferred by the shares in any company held or owned by the Company in such manner and in all respects as the Directors think fit in the interests of the Company (including the exercise thereof in favour of any resolution appointing the Directors or any of them to be directors of such company or voting or providing for the payment of remuneration to the directors of such company) and any such Director of the Company may vote in favour of the exercise of such voting powers in the manner aforesaid notwithstanding that he may be or be about to be appointed a director of such other company.	Directors may exercise voting power conferred by Company’s shares in another company.
APPOINTMENT AND REMOVAL OF DIRECTORS
92. The Directors shall have power at any time and from time to time to appoint any person to be a Director either to fill a casual vacancy or as an additional Director but so that the total number of Directors shall not at any time exceed the maximum number, if any, fixed by or in accordance with these Articles.	Directors’ power to fill casual vacancies and to appoint additional Director.
93. The Company may by Ordinary Resolution remove any Director before the expiration of his period of office, notwithstanding anything in these Articles or in any agreement between the Company and such Director.	Removal of Directors.
94. The Company may by Ordinary Resolution appoint another person in place of a Director removed from office under the immediately preceding Article.	Appointment in place of Director removed.

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MANAGING DIRECTORS
95. The Directors may from time to time appoint one or more of their body to be Managing Director or Managing Directors of the Company and may from time to time (subject to the provisions of any contract between him or them and the Company) remove or dismiss him or them from office and appoint another or others in his or their places.			Appointment of Managing Directors.
96. A Managing Director shall subject to the provisions of any contract between him and the Company be subject to the same provisions as to resignation and removal as the other Directors of the Company and if he ceases to hold the office of Director from any cause he shall ipso facto and immediately cease to be a Managing Director.			Resignation and removal of Managing Director.
97. Subject to Section 169 of the Act, the remuneration of a Managing Director shall from time to time be fixed by the Directors and may subject to these Articles be by way of salary or commission or participation in profits or by any or all of these modes.			Remuneration of Managing Director.
98. The Directors may from time to time entrust to and confer upon a Managing Director for the time being such of the powers exercisable under these Articles by the Directors as they may think fit and may confer such powers for such time and to be exercised on such terms and conditions and with such restrictions as they think expedient and they may confer such powers either collaterally with or to the exclusion of and in substitution for all or any of the powers of the Directors in that behalf and may from time to time revoke withdraw alter or vary all or any of such powers.			Powers of Managing Director.
VACATION OF OFFICE OF DIRECTOR
99. The office of a Director shall be vacated in any one of the following events, namely -			Vacation of office of Director.
	(a)	if he becomes prohibited from being a Director by reason of any order made under the Act;
	(b)	if he ceases to be a Director by virtue of any of the provisions of the Act or these Articles;
	(c)	subject to Section 145 of the Act, if he resigns by writing under his hand left at the Office;
	(d)	if he has a receiving order made against him or suspend payments or compound with his creditors generally;
	(e)	if he be found lunatic or become of unsound mind; or
	(f)	if he be absent from meetings of the Directors for a continuous period of six months without leave from the Directors and the Directors resolve that his office be vacated.
ALTERNATE DIRECTORS
100. (a) Any Director may at any time by writing under his hand and deposited at the Office or by telefax, telex or by cable sent to the Secretary appoint any person to be his Alternate Director and may in like manner at any time terminate such appointment. Any appointment or removal by telefax, telex or cable shall be confirmed as soon as			Appointment of Alternate Directors.

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possible by letter, but may be acted upon by the Company meanwhile.
(b) A Director or any other person may act as an Alternate Director to represent more than one Director and such Alternate Director shall be entitled at Directors’ meetings to one vote for every Director whom he represents in addition to his own vote if he is a Director.
(c) The appointment of an Alternate Director shall ipso facto determine on the happening of any event which if he were a Director would render his office as a Director to be vacated and his appointment shall also determine ipso facto if his appointor ceases for any reason to be a Director.
(d) An Alternate Director shall be entitled to receive notices of meetings of the Directors and to attend and vote as a Director at any such meeting at which the Director appointing him is not personally present and generally, if his appointor is absent from Singapore or is otherwise unable to act as such Director, to perform all functions of his appointment as a Director (except the power to appoint an Alternate Director) and to sign any resolution in accordance with the provisions of Article 106.
(e) An Alternate Director shall not be taken into account in reckoning the minimum or maximum number of Directors allowed for the time being under these Articles but he shall be counted for the purpose of reckoning whether a quorum is present at any meeting of the Directors attended by him at which he is entitled to vote Provided that he shall not constitute a quorum under Article 103 if he is the only person present at the meeting notwithstanding that he may be an Alternate to more than one Director.
(f) An Alternate Director may be repaid by the Company such expenses as might properly be repaid to him if he were a Director and he shall be entitled to receive from the Company such proportion (if any) of the remuneration otherwise payable to his appointor as such appointor may by notice in writing to the Company from time to time direct, but save as aforesaid he shall not in respect of such appointment be entitled to receive any remuneration from the Company.
(g) An Alternate Director shall not be required to hold any share qualification.
PROCEEDINGS OF DIRECTORS
101. (a) The Directors may meet together for the despatch of business, adjourn or otherwise regulate their meetings as they think fit. Subject to the provisions of these Articles questions arising at any meeting shall be determined by a majority of votes and in case of an equality of votes the Chairman of the meeting shall not have a second or casting vote.	Meetings of Directors.
(b) Any Director may participate at a meeting of the Directors by telephone conference, video conference, audio visual or by means of a similar communication equipment whereby all persons participating in the meeting are able to hear each other in which event such Director shall be deemed to be present at the meeting. A Director participating in a meeting in the manner aforesaid may also be taken into account in ascertaining the presence of a quorum at the meeting. Minutes of the proceedings at a meeting by telephone conference, video conference, audio visual, or other similar communications equipment signed by the Chairman of the meeting shall be conclusive evidence of such proceedings and of the observance of all necessary formalities.

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102. A Director may and the Secretary on the requisition of a Director shall at any time summon a meeting of the Directors. At least fourteen (14) days notice in writing (exclusive of the day on which the notice is served or is deemed to be served) of every meeting of the Directors shall be given to every Director. Every such notice shall specify the place, the day and the hour of the meeting and the general nature of the business to be transacted Provided that any Director may waive the requirement for notice or accept shorter notice of any meeting of the Directors.	Convening meetings of Directors.
103. Except where the Company only has one Director, the quorum necessary for the transaction of the business of the Directors may be fixed by the Directors and unless so fixed at any other number shall be two (2) Provided that where no quorum is present at any duly convened meeting, the meeting shall be adjourned seven (7) days thereafter at the same time and place and such Directors as are present at such meeting shall be the quorum. A meeting of the Directors at which a quorum is present shall be competent to exercise all the powers and discretions for the time being exercisable by the Directors.	Quorum.
104. The continuing Directors may act notwithstanding any vacancies in their body but if and so long as the number of Directors is reduced below the minimum number fixed by or in accordance with these Articles the continuing Directors or Director may act for the purpose of filling up such vacancies or of summoning General Meetings of the Company but not for any other purpose. If there be no Directors or Director able or willing to act, then any Members, or if the Company only has a sole Member, then that sole Member, may summon a General Meeting for the purpose of appointing one or more Directors.	Proceedings in case of vacancies.
105. The Director shall elect a Chairman and may elect one or more Vice-Chairmen and the Directors may determine the period for which such officers shall respectively hold office. The Chairman (if any), or, in the absence of the Chairman, the Vice-Chairman (if any), or, in the event that there are more than one Vice-Chairman, the senior in appointment among them, shall preside at the meetings of the Directors. If such officers have not been appointed, or if no such officer is present within five minutes after the time appointed for a meeting, the Directors present shall choose one of their number to be Chairman at such meeting.	Chairman and Vice-Chairman.
106. A resolution in writing signed by the majority of Directors being not less than are sufficient to form a quorum shall be as effective as a resolution passed at a meeting of the Directors duly convened and held, and may consist of several documents in the like form each signed by one or more of the Directors Provided that, where a Director has appointed an Alternate Director but is not himself in Singapore the signature of such Alternate Director (if in Singapore), shall be required. The expressions “in writing” and “signed" include approval by any such Director by telefax, telex, cable, telegram, wireless or facsimile transmission or any form of electronic communication approved by the Directors for such purpose from time to time incorporating, if the Directors deem necessary, the use of security and/or identification procedures and devices approved by the Directors.	Resolutions in writing.
107. The Directors may delegate any of their powers to committees consisting of such member or members of their body as they think fit. Any committee so formed shall in the exercise of the powers so delegated conform to any regulations that may be imposed on them by the Directors.	Power to appoint committees.
108. The meetings and proceedings of any such committee consisting of two (2) or more members shall be governed by the provisions of these Articles regulating the meetings and proceedings of the Directors, so far as the same are applicable and are not superseded by any regulations made by the Directors under the last preceding Article.	Proceedings at committee meetings.

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109. All acts done by any meeting of Directors or of a committee of Directors or by any person acting as Director shall as regards all persons dealing in good faith with the Company, notwithstanding that there was some defect in the appointment of any such Director or person acting as aforesaid or that they or any of them were disqualified or had vacated office or were not entitled to vote be as valid as if every such person had been duly appointed and was qualified and had continued to be a Director and had been entitled to vote.	Validity of acts of Directors in spite of some formal defect.
109A. Notwithstanding anything in these Articles, where the Company only has a sole Director, all acts required to be done or business required to be transacted by a meeting of Directors or of a committee of Directors may be done or undertaken by the sole Director and a declaration made by the sole Director, and recorded and signed by the sole Director, shall be evidence that the same has been done or undertaken.	Declaration by a sole Director
GENERAL POWERS OF THE DIRECTORS
110. The business of the Company shall be managed by or under the direction of the Directors. The Directors may exercise all the powers of the Company except any powers that this Act or the Memorandum of Association and Articles of the Company require the Company to exercise in General Meeting. In particular and without prejudice to the generality of the foregoing the Directors may at their discretion exercise every borrowing power vested in the Company together with collateral power of hypothecating the assets of the Company including any uncalled or called but unpaid capital; provided that the Directors shall not carry into effect any proposals for disposing of the whole or substantially the whole of the Company’s undertaking or property unless those proposals have been approved by the Company in General Meeting.	General powers of Directors to manage Company’s business.
111. The Directors may from time to time by power of attorney appoint any company, firm or person or any fluctuating body of persons whether nominated directly or indirectly by the Directors to be the attorney or attorneys of the Company for such purposes and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the Directors under these Articles) and for such period and subject to such conditions as they may think fit, and any such power of attorney may contain such provisions for the protection and convenience of persons dealing with such attorney as the Directors may think fit and may also authorise any such attorney to subdelegate all or any of the powers, authorities and discretions vested in him.	Power to appoint attorneys.
112. All cheques, promissory notes, drafts, bills of exchange, and other negotiable or transferable instruments and all receipts for moneys paid to the Company shall be signed, drawn, accepted, endorsed or otherwise executed, as the case may be, in such manner as the Directors shall from time to time by resolution determine.	Signature of cheques and bills.
BORROWING POWERS
113. The Directors may borrow or raise money from time to time for the purpose of the Company or secure the payment of such sums as they think fit and may secure the repayment or payment of such sums by mortgage or charge upon all or any of the property or assets of the Company or by the issue of debentures (whether at par or at discount or premium) or otherwise as they may think fit.	Directors’ borrowing powers.
SECRETARY
114. The Secretary or Secretaries shall and a Deputy or Assistant Secretary or Secretaries may be appointed by the Directors for such term, at such remuneration and upon such conditions as they may think fit, and any Secretary, Deputy or Assistant	Secretary.

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Secretary so appointed may be removed by them, but without prejudice to any claim he may have for damages for breach of any contract of service between him and the Company. The appointment and duties of the Secretary or Secretaries shall not conflict with the provisions of the Act and in particular Section 171 thereof.
SEAL
115. (a) The Directors shall provide for the safe custody of the Seal, which shall only be used by the authority of the Directors or a committee of Directors authorised by the Directors in that behalf, and every instrument to which the Seal shall be affixed shall (subject to the provisions of these Articles as to certificates for shares) be signed by a Director and shall be countersigned by the Secretary or by a second Director or by some other person appointed by the Directors in place of the Secretary for the purpose.	Seal.
(b) The Company may exercise the powers conferred by the Act with regard to having an Official Seal for use abroad, and such powers shall be vested in the Directors.	Official Seal.
(c) The Company may have a duplicate Common Seal as referred to in Section 124 of the Act which shall be a facsimile of the Common Seal with the addition on its face of the words “Share Seal”.	Share Seal.
AUTHENTICATION OF DOCUMENTS
116. Any Director or the Secretary or any person appointed by the Directors for the purpose shall have power to authenticate any documents affecting the constitution of the Company and any resolutions passed by the Company, including a resolution passed by written means, or resolutions passed by the Directors, and any books, records, documents and accounts relating to the business of the Company, and to certify copies thereof or extracts therefrom as true copies or extracts; and where any books, records, documents or accounts are elsewhere than at the Office, the local manager and other officer of the Company having the custody thereof shall be deemed to be a person appointed by the Directors as aforesaid.	Power to authenticate documents.
117. A document purporting to be a copy of a resolution of the Directors, an extract from the minutes of a meeting of Directors or a declaration signed by a sole Director in accordance with Article 109A hereof, which is certified as such in accordance with the provisions of the last preceding Article shall be conclusive evidence in favour of all persons dealing with the Company upon the faith thereof that such resolution has been duly passed or, as the case may be, that such extract is a true and accurate record of a duly constituted or deemed meeting of the Directors. Any authentication or certification made pursuant to this Article may be made by any electronic means approved by the Directors from time to time for such purpose incorporating, if the Directors deem necessary, the use of security procedures or devices approved by the Directors.	Certified copies of resolution of the Directors.
DIVIDENDS AND RESERVES
118. The Company may by Ordinary Resolution declare dividends but (without prejudice to the powers of the Company to pay interest on share capital as hereinbefore provided) no dividend shall be payable except out of the profits of the Company, or in excess of the amount recommended by the Directors.	Payment of dividends.
119. Subject to the rights of holders of shares with special rights as to dividend (if any), all dividends shall be declared and paid according to the amounts paid on the shares in respect whereof the dividend is paid, but (for the purposes of this Article only) no amount paid on a share in advance of calls shall be treated as paid on the share. All dividends shall be apportioned and paid pro rata according to the amount paid on the	Apportionment of dividends.

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shares during any portion or portions of the period in respect of which the dividend is paid, but if any share is issued on terms providing that it shall rank for dividend as from a particular date such share shall rank for dividend accordingly.
120. If and so far as in the opinion of the Directors the profits of the Company justify such payments, the Directors may pay the fixed preferential dividends on any class of shares carrying a fixed preferential dividend expressed to be payable on a fixed date on the half-yearly or other dates (if any) prescribed for the payment thereof by the terms of issue of the shares, and subject thereto may also from time to time pay to the holders of any other class of shares interim dividends thereon of such amounts and on such dates as they may think fit.	Payment of preference and interim dividends.
121. If the Company shall issue shares at a premium whether for cash or otherwise, the Directors shall transfer a sum equal to the aggregate amount or value of the premiums to an account to be called “Share Premium Account" and any amount for the time being standing to the credit of such account shall not be applied in the payment of dividend.	Share premium account.
122. No dividend or other moneys payable on or in respect of a share shall bear interest against the Company.	Dividends not to bear interest.
123. The Directors may deduct from any dividend or other moneys payable to any Member on or in respect of a share all sums of money (if any) presently payable by him to the Company on account of calls or in connection therewith.	Deduction of debts due to Company.
124. The Directors may retain any dividend or other moneys payable on or in respect of a share on which the Company has a lien and may apply the same in or towards satisfaction of the debts, liabilities or engagements in respect of which the lien exists.	Retention of dividends on shares subject to lien.
125. The Directors may retain the dividends payable on shares in respect of which any person is under the provisions as to the transmission of shares hereinbefore contained entitled to become a Member or which any person under those provisions is entitled to transfer until such person shall become a Member in respect of such shares or shall duly transfer the same.	Retention of dividends on shares pending transmission.
126. The payment by the Directors of any unclaimed dividends or other moneys payable on or in respect of a share into a separate account shall not constitute the Company a trustee in respect thereof. All dividends unclaimed after being declared may be invested or otherwise made use of by the Directors for the benefit of the Company and any dividend unclaimed after a period of six years from the date of declaration of such dividend may be forfeited and if so shall revert to the Company but the Directors may at any time thereafter at their absolute discretion annul any such forfeiture and pay the dividend so forfeited to the person entitled thereto prior to the forfeiture.	Unclaimed dividends.
127. The Company may, upon the recommendation of the Directors, by Ordinary Resolution direct payment of a dividend in whole or in part by the distribution of specific assets and in particular of paid up shares or debentures of any other company or in any one or more of such ways; and the Directors shall give effect to such resolution and where any difficulty arises in regard to such distribution, the Directors may settle the same as they think expedient and in particular may fix the value for distribution of such specific assets or any part thereof and may determine that cash payments shall be made to any Members upon the footing of the value so fixed in order to adjust the rights of all parties and may vest any such specific assets in trustees as may seem expedient to the Directors.	Payment of dividend in specie.

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128. Any dividend or other moneys payable in cash on or in respect of a share may be paid by cheque or warrant sent through the post to the registered address of the Member or person entitled thereto, or, if several persons are registered as joint holders of the share or are entitled thereto in consequence of the death or bankruptcy of the holder to any one of such persons or to such persons and such address as such persons may by writing direct. Every such cheque or warrant shall be made payable to the order of the person to whom it is sent or to such person as the holder or joint holders or person or persons entitled to the share in consequence of the death or bankruptcy of the holder may direct and payment of the cheque if purporting to be endorsed or the receipt of any such person shall be a good discharge to the Company. Every such cheque or warrant shall be sent at the risk of the person entitled to the money represented thereby.	Dividends payable by cheque.
129. A transfer of shares shall not pass the right to any dividend declared on such shares before the registration of the transfer.	Effect of transfer.
RESERVES
130. The Directors may from time to time set aside out of the profits of the Company and carry to reserve such sums as they think proper which, at the discretion of the Directors, shall be applicable for meeting contingencies or for the gradual liquidation of any debt or liability of the Company or for repairing or maintaining the works, plant and machinery of the Company or for special dividends or bonuses or for equalising dividends or for any other purpose to which the profits of the Company may properly be applied and pending such application may either be employed in the business of the Company or be invested. The Directors may divide the reserve into such special funds as they think fit and may consolidate into one fund any special funds or any parts of any special funds into which the reserve may have been divided. The Directors may also without placing the same to reserve carry forward any profits which they may think it not prudent to divide.	Power to carry profit to reserve.
CAPITALISATION OF PROFITS AND RESERVES
131. The Company may, upon the recommendation of the Directors, by Ordinary Resolution resolve that it is desirable to capitalise any sum for the time being standing to the credit of any of the Company’s reserve accounts (including share premium account and any capital redemption reserve funds) or any sum standing to the credit of the profit and loss account or otherwise available for distribution, provided that such sum be not required for paying the dividends on any shares carrying a fixed cumulative preferential dividend and accordingly that the Directors be authorised and directed to appropriate the sum resolved to be capitalised to the Members holding shares in the Company in the proportions in which such sum would have been divisible amongst them had the same been applied or been applicable in paying dividends and to apply such sum on their behalf either in or towards paying up the amounts (if any) for the time being unpaid on any shares held by such Members respectively, or in paying up in full unissued shares or debentures of the Company of a nominal amount equal to such sum, such shares or debentures to be allotted and distributed and credited as fully paid up to and amongst such Members in the proportion aforesaid or partly in one way and partly in the other: Provided that a share premium account and a capital redemption reserve fund may only be applied hereunder in the paying up of unissued shares to be issued to Members as fully paid shares.	Power to capitalise profits.
132. Whenever such a resolution as aforesaid shall have been passed, the Directors shall make all appropriations and applications of the sum resolved to be capitalised thereby and all allotments and issues of fully paid shares or debentures (if any) and generally shall do all acts and things required to give effect thereto with full power to the Directors to make such provision by payment in cash or otherwise as they think fit for the case of shares or debentures becoming distributable in fractions and also to authorise any person to enter on behalf of all the Members interested into an agreement with the	Implementation of resolution to capitalise profits.

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Company providing for the allotment to them respectively, credited as fully paid up, of any further shares to which they may be entitled upon such capitalisation or (as the case may require) for the payment up by the Company on their behalf, by the application thereto of their respective proportions of the sum resolved to be capitalised, of the amounts or any part of the amounts remaining unpaid on their existing shares and any agreement made under such authority shall be effective and binding on all such Members.
MINUTES AND BOOKS
133. The Directors shall cause minutes to be made in books to be provided for the purpose -	Minutes.
(a) of all appointments of officers made by the Directors;
(b) of the names of the Directors present at each meeting of Directors and of any committee of Directors;
(c) of all resolutions and proceedings at all Meetings of the Company and of any class of Members, of the Directors and of committees of Directors;
(d) of all declarations made by a sole Director which is recorded and signed by the sole Director; and
(e) of all resolutions passed by written means with the indication of each Member’s agreement (or agreement on his behalf) to the resolutions.
134. The Directors shall duly comply with the provisions of the Act and in particular the provisions in regard to registration of charges created by or affecting property of the Company, in regard to keeping a Register of Directors, Managers, Secretaries and Auditors, the Register, a Register of Mortgages and Charges and a Register of Directors’ Share and Debenture Holdings and in regard to the production and furnishing of copies of such Registers and of any Register of Holders of Debentures of the Company.	Keeping of Registers, etc.
135. Any register, index, minute book, book of accounts or other book required by these Articles or by the Act to be kept by or on behalf of the Company may be kept either by making entries in bound books or by recording them in any other manner. In any case in which bound books are not used, the Directors shall take adequate precautions for guarding against falsification and for facilitating discovery.	Form of registers, etc.
ACCOUNTS
136. The Directors shall cause to be kept such accounting and other records as are necessary to comply with the provisions of the Act and shall cause those records to be kept in such manner as to enable them to be conveniently and properly audited.	Directors to keep proper accounts.
137. Subject to the provisions of Section 199 of the Act, the books of accounts shall be kept at the Office or at such other place or places as the Directors think fit within Singapore. No Member (other than a Director) shall have any right of inspecting any account or book or document or other recording of the Company except as is conferred by law or authorised by the Directors or by an Ordinary Resolution of the Company.	Location and inspection.
138. Subject to the provisions of the Act, the Directors shall cause to be prepared and to be laid before the Company in General Meeting such profit and loss accounts, balance sheets, group accounts (if any) and reports as may be necessary.	Presentation of accounts.

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139. Subject to the provisions of the Act, a copy of every balance sheet and profit and loss account which is to be laid before a General Meeting of the Company (including every document required by the Act to be annexed thereto) together with a copy of every report of the Auditors relating thereto and of the Directors’ report shall not less than fourteen days before the date of the Meeting be sent to every Member of, and every holder of debentures (if any) of, the Company and to every other person who is entitled to receive notices from the Company under the provisions of the Act or of these Articles: provided that this Article shall not require a copy of these documents to be sent to any person of whose address the Company is not aware or to more than one of the joint holders of a share in the Company or the several persons entitled thereto in consequence of the death or bankruptcy of the holder or otherwise but any Member to whom a copy of these documents has not been sent shall be entitled to receive a copy free of charge on application at the Office.		Copies of accounts.
AUDITORS
140. Subject to the provisions of the Act, Auditors shall be appointed and their duties regulated in accordance with the provisions of the Act. Every Auditor of the Company shall have a right of access at all times to the accounting and other records of the Company and shall make his report as required by the Act.		Appointment of Auditors.
141. Subject to the provisions of the Act, all acts done by any person acting as an Auditor shall, as regards all persons dealing in good faith with the Company, be valid, notwithstanding that there was some defect in his appointment or that he was at the time of his appointment not qualified for appointment.		Validity of acts of Auditors in spite of some formal defect.
142. The Auditors shall be entitled to attend any General Meeting and to receive all notices of and other communications relating to any General Meeting to which any Member is entitled and to be heard at any General Meeting on any part of the business of the Meeting which concerns them as Auditors.		Auditors’ right to receive notices of and attend at General Meetings.
NOTICES
143. (a) Any notice may be given by the Company to any Member in any of the following ways:		Service of notice.
	(i) by delivering the notice personally to him; or
	(ii) by sending it by prepaid mail to him at his registered address in Singapore or where such address is outside Singapore by prepaid air-mail; or
	(iii) by sending a cable or telex, or telefax containing the text of the notice to him at his registered address in Singapore or where such address is outside Singapore to such address or to any other address as might have been previously notified by the Member concerned to the Company; or
	(iv) by electronic communication containing the text of the notice to him at an electronic mailing address as previously notified by the Member concerned to the Company for the purpose of receiving electronic communication.
(b) Any notice or other communication served under any of the provisions of these Articles on or by the Company or any officer of the Company may be tested or

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verified by telex or telefax or telephone or electronic means or such other manner as may be convenient in the circumstances but the Company and its officers are under no obligation so to test or verify any such notice or communication.
144. All notices and documents (including a share certificate) with respect to any shares to which persons are jointly entitled shall be given to whichever of such persons is named first on the Register and notice so given shall be sufficient notice to all the holders of such shares.		Service of notices in respect of joint holders.
145. Any Member with a registered address shall be entitled to have served upon him at such address any notice to which he is entitled under these Articles, except where the Member has an electronic mailing address notified to the Company for the purpose of receiving electronic communication whereupon any notice may be served by the Company to the Member concerned by electronic communication at the said electronic mailing address.		Members shall be served at registered address.
146. A person entitled to a share in consequence of the death or bankruptcy of a Member or otherwise upon supplying to the Company such evidence as the Directors may reasonably require to show his title to the share, and upon supplying also an address for the service of notice, shall be entitled to have served upon him at such address any notice or document to which the Member but for his death or bankruptcy or otherwise would be entitled and such service shall for all purposes be deemed a sufficient service of such notice or document on all persons interested (whether jointly with or as claiming through or under him) in the share. Save as aforesaid any notice or document delivered or sent by post to or left at the registered address of any Member in pursuance of these Articles shall (notwithstanding that such Member be then dead or bankrupt or otherwise not entitled to such share and whether or not the Company have notice of the same) be deemed to have been duly served in respect of any share registered in the name of such Member as sole or joint holder.		Service of notices after death etc. of a Member.
147. (a) Any notice given in conformity with Article 143 shall be deemed to have been given at any of the following times as may be appropriate:		When service effected.
	(i) when it is delivered personally to the Member, at the time when it is so delivered;
	(ii) when it is sent by prepaid mail to an address in Singapore or by prepaid airmail to an address outside Singapore, on the second day following that on which the notice was put into the post;
	(iii) when the notice is sent by cable or telex, or telefax, or electronic communication, on the day it is so sent.
(b) In proving such service or sending, it shall be sufficient to prove that the letter containing the notice or document was properly addressed and put into the post office as a prepaid letter or airmail letter as the case may be or that a telex or telefax or electronic communication was properly addressed and transmitted or that a cable was properly addressed and handed to the relevant authority for despatch.
148. Any notice on behalf of the Company or of the Directors shall be deemed effectual if it purports to bear the signature of the Secretary or other duly authorised officer of the Company, whether such signature is printed or written.		Signature on notice.
149. When a given number of days’ notice or notice extending over any other period is required to be given the day of service shall, unless it is otherwise provided or required by these Articles or by the Act, be not counted in such number of days or period.		Day of service not counted.

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150. (a) Notice of every General Meeting shall be given in the manner hereinbefore authorised to -		Notice of General Meeting.
	(i) every Member;
	(ii) every person entitled to a share in consequence of the death or bankruptcy or otherwise of a Member who but for the same would be entitled to receive notice of the Meeting; and
	(iii) the Auditor for the time being of the Company.
(b) No other person shall be entitled to receive notices of General Meetings.
151. The provisions of Articles 143, 147, 148 and 149 shall apply mutatis mutandis to notices of meetings of Directors or any committee of Directors.		Notice of meetings of Directors or any committee of Directors.
WINDING UP
152. If the Company is wound up (whether the liquidation is voluntary, under supervision, or by the Court) the Liquidator may, with the authority of a Special Resolution, divide among the Members in specie or kind the whole or any part of the assets of the Company and whether or not the assets shall consist of property of one kind or shall consist of properties of different kinds and may for such purpose set such value as he deems fair upon any one or more class or classes of property to be divided as aforesaid and may determine how such division shall be carried out as between the Members or different classes of Members. The Liquidator may, with the like authority, vest the whole or any part of the assets in trustees upon such trusts for the benefit of Members as the Liquidator with the like authority thinks fit and the liquidation of the Company may be closed and the Company dissolved but so that no Member shall be compelled to accept any shares or other securities in respect of which there is a liability.		Distribution of assets in specie.
INDEMNITY
153. Subject to the provisions of the Act, every Director, Auditor, Secretary or other officer of the Company shall be entitled to be indemnified by the Company against all costs, charges, losses, expenses and liabilities incurred by him in the execution and discharge of his duties or in relation thereto and in particular and without prejudice to the generality of the foregoing no Director, Manager, Secretary or other officer of the Company shall be liable for the acts, receipts, neglects or defaults of any other Director or officer or for joining in any receipt or other act for conformity or for any loss or expense happening to the Company through the insufficiency or deficiency of title to any property acquired by order of the Directors for or on behalf of the Company or for the insufficiency or deficiency of any security in or upon which any of the moneys of the Company shall be invested or for any loss or damage arising from the bankruptcy, insolvency or tortious act of any person with whom any moneys, securities or effects shall be deposited or left or for any other loss, damage or misfortune whatever which shall happen in the execution of the duties of his office or in relation thereto unless the same happen through his own negligence, wilful default, breach of duty or breach of trust.		Indemnity of Directors and officers.

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     NAME, ADDRESS AND OCCUPATION OF SUBSCRIBER

-s- Lee Peek Sze Christine

Lee Peek Sze Christine

8 Lakepoint Drive
#03-43
Singapore 648926

Advocate & Solicitor

Dated this 30^th day of August 2005.

Witness to the above signature:

-s- Low Kah Keong
Low Kah Keong
Advocate & Solicitor
c/o WongPartnership
Advocates & Solicitors
80 Raffles Place
#58-01 UOB Plaza 1
Singapore 048624

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EX-3.21

Exhibit-3.21

LIBRO IENA/TSR/IENA.-
INSTRUMENTO
MÉXICO, DISTRITO FEDERAL, a
de dos mil cinco.

ÁNGEL GILBERTO ADAME LÓPEZ, titular de la notaría número doscientos treinta y tres del Distrito Federal, en cuyo protocolo actúa como asociado el licenciado CELSO DE JESÚS POLA CASTILLO, titular de la notaría número doscientos cuarenta y cuatro, hago constar EL CONTRATO DE SOCIEDAD por el que se constituye “ARGOS OPERATING MÉXICO”, SOCIEDAD DE RESPONSABILIDAD LIMITADA DE CAPITAL VARIABLE, en el que intervienen “ARGOS GENERAL IP (SINGAPORE) PTE. LTD.”, y el señor ADAM HERBERT CLAMMER, ambos representados por el señor Rafael Gómez Vicencio y para tal efecto me exhiben el permiso otorgado por la Secretaría de Relaciones Exteriores número tres millones setecientos dos mil novecientos cincuenta y siete, de fecha dos de septiembre de dos mil cinco, folio número “A” cero cero dos uno “LJ” cuatro, expediente número dos cero cero cinco tres siete cero cero dos seis seis cero, que agrego al apéndice de esta escritura con la letra “A”.

Los comparecientes convienen en que la sociedad se regida por los siguientes:

ESTATUTOS SOCIALES

- -ARGOS OPERATING MÉXICO, SOCIEDAD DE RESPONSABILIDAD LIMITADA DE CAPITAL VARIABLE

CAPITULO I

ORGANIZACIÓN

PRIMERA. La sociedad es una sociedad de responsabilidad limitada de capital variable, que se regirá por estos estatutos y, en lo no previsto en ellos, por la Ley General de Sociedades Mercantiles.

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CAPITULO II

DENOMINACIÓN, DOMICILIO, DURACIÓN Y OBJETO

SEGUNDA. La sociedad se denomina ARGOS OPERATING MÉXICO, denominación que siempre irá seguida de las palabras “SOCIEDAD DE RESPONSABILIDAD LIMITADA DE CAPITAL VARIABLE” o de su abreviación “S. de R.L. de C.V.”.

TERCERA. El domicilio de la sociedad es MÉXICO, DISTRITO FEDERAL, sin embargo, los socios, o el consejo de gerentes o el gerente único, según sea el caso, podrán establecer agencias o sucursales de la sociedad en cualquier parte de la República Mexicana y del extranjero, sin que por ello se entienda cambiado su domicilio.

CUARTA. La duración de la sociedad será de NOVENTA Y NUEVE AÑOS.

QUINTA. La sociedad tendrá por objeto:

1. La manufactura, importación, exportación, compra, venta, distribución, mercadeo y de manera general la comercialización de toda clase de productos, incluyendo productos de semiconductores;

2. Actuar como agente, representante, distribuidor, comisionista o mediador de toda clase de personas, ya sean físicas o morales;

3. Adquirir acciones, intereses, derechos, participaciones o partes sociales en otras entidades mercantiles o civiles, entidades sin fines de lucro, fideicomisos o coinversiones, ya sea formando parte en su constitución o adquiriendo acciones o participaciones en las ya constituidas, y enajenar o traspasar tales acciones, intereses, derechos, participaciones o partes sociales, así como promover y administrar todo tipo de sociedades, entidades, fideicomisos o conversiones;

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4. Obtener, adquirir, utilizar o disponer de toda clase de patentes, certificados de invención, marcas, nombres comerciales, derechos de autor o derechos sobre ellos, ya sea en México o en el extranjero;

5. Obtener toda clase de préstamos o créditos con o sin garantía específica y otorgar préstamos a sociedades mercantiles o civiles con las que la sociedad tenga relaciones de negocios;

6. Otorgar toda clase de garantías y avales de obligaciones o títulos de crédito a cargo de sociedades en las que la sociedad tenga interés o participación, así como de obligaciones o títulos de crédito a cargo de otras entidades o personas con las que la sociedad tenga relaciones de negocios, incluyendo sociedades matrices, filiales y subsidiarias;

7. Emitir y girar toda clase de títulos de crédito, aceptarlos y endosarlos, incluyendo obligaciones con o sin garantía hipotecaria o real;

8. Adquirir en propiedad o en arrendamiento toda clase de bienes muebles o inmuebles, así como derechos reales sobre ellos, que sean necesarios o convenientes para su objeto social o para las operaciones de las sociedades mercantiles o civiles en las que la sociedad tenga interés o participación;

9. Celebrar y/o llevar a cabo, en la República Mexicana o en el extranjero, por cuenta propia o ajena, toda clase de actos principales o accesorios, civiles y comerciales o de cualquier otra índole, inclusive de dominio, contratos o convenios civiles, mercantiles, principales o de garantía, o de cualquier otra índole que estén permitidos por la ley, pudiendo además, bien sea como fiador, aval o con cualquier otro carácter, inclusive el

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de deudor solidario o mancomunado, garantizar obligaciones y adeudos de terceros, y

10. En general, realizar y celebrar todos los actos y contratos y operaciones conexas, accesorios o accidentales, que sean necesarios o convenientes para la realización de los objetos anteriores.

CAPITULO III

CAPITAL Y PARTES SOCIALES

SEXTA. El capital social es variable, con un mínimo de $3,000.00 (Tres Mil Pesos 00/100 M.N.). El capital variable de la sociedad será ilimitado.

El capital social estará representado por partes sociales indivisibles, cuyo número será igual al número de socios que tenga la sociedad. El valor de cada una de las partes sociales será equivalente al valor de la participación del socio correspondiente, pero en todo caso deberán representar por lo menos $1.00 (Un Peso 00/100), o un múltiplo de dicha cantidad.

No obstante lo anterior y sujeto a las restricciones señaladas en la Ley General de Sociedades Mercantiles y estos estatutos, las partes sociales podrán dividirse y cederse parcialmente en caso de transmisión o prenda.

Las partes sociales otorgarán a los socios los mismos derechos y obligaciones en proporción a su valor y cada socio tendrá derecho a emitir un voto en las asambleas de socios por cada $1.00 (Un Peso 00/100 M.N.) que represente su parte social, con excepción de las partes sociales con derechos especiales y/o limitados que se emitan por resolución de la asamblea de socios.

SÉPTIMA. Los aumentos y reducciones del capital social quedan sujetos a las siguientes disposiciones:

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a) Los aumentos y reducciones de la parte fija o variable del capital social de la sociedad deberán efectuarse mediante resolución de los socios.

b) Solamente las partes sociales íntegramente pagadas podrán ser amortizadas o retiradas.

c) Salvo un acuerdo en contrario entre los socios, la amortización y retiro de cualquier parte social deberá efectuarse mediante resolución de los socios y se hará entre los socios en proporción al valor de la parte social de la que cada uno de ellos sea titular.

OCTAVA. En caso de que los socios lo acuerden, deberán hacer aportaciones suplementarias en proporción a sus primitivas aportaciones conforme a lo dispuesto por el artículo setenta de la Ley General de Sociedades Mercantiles, pues los socios fundadores expresamente reconocen la necesidad de realizar dichas aportaciones para cumplir con el objeto social.

NOVENA. En términos del artículo setenta y dos de la Ley General de Sociedades Mercantiles, los socios tendrán derecho de preferencia para suscribir los aumentos del capital social de la sociedad aprobados por la asamblea de socios, a menos que la asamblea de socios determine lo contrario.

La asamblea de socios que resuelva aumentar el capital social de la sociedad también determinará la forma en que se llevará a cabo la suscripción y pago del aumento de capital correspondiente y, en su caso, la manera en que deberán ejercerse los derechos de preferencia de los socios para suscribir el aumento.

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CAPITULO IV

REGISTRO DE SOCIOS Y TRANSMISIÓN DE PARTES SOCIALES

DÉCIMA. La sociedad llevará un registro de socios en que se harán constar el nombre, domicilio y nacionalidad de cada uno de los socios, en donde se indique el monto de sus aportaciones y cada una de las transmisiones de las partes sociales. Este registro será llevado por el secretario de la sociedad, a menos que los socios designen una persona diferente para llevar dicho libro.

Toda transmisión de partes sociales será efectiva respecto de la sociedad a partir de la fecha en que dicha transmisión haya sido inscrita en el registro de socios. La transmisión de partes sociales se regirá por lo establecido en la Cláusula Decimo primera de estos estatutos.

Para la admisión de nuevos socios será necesaria la aprobación de los socios que representen la mayoría del capital social de la sociedad.

DECIMO PRIMERA. Las partes sociales que representen el capital de la sociedad, sólo podrán transferirse válidamente previa autorización de los socios, la cual deberá otorgarse por escrito. Para que la asamblea de socios otorgue la autorización antes mencionada, bastará el consentimiento de los socios que representen el 51% (cincuenta y uno por ciento) del capital social de la sociedad. Cualquier transacción que llegare a realizarse sin cumplir con este requisito será nula y no se inscribirá en el libro de registro de socios de la sociedad.

CAPITULO V

SOCIOS EXTRANJEROS

DECIMO SEGUNDA. En los términos del artículo quince de la Ley de Inversión Extranjera y del artículo catorce del

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Reglamento de la Ley de Inversión Extranjera y del Registro Nacional de Inversiones Extranjeras y para cumplir con la condición a que se refiere el permiso otorgado por la Secretaría de Relaciones Exteriores, los socios se obligan formalmente a que todo extranjero que, en el acto de la constitución o en cualquier tiempo ulterior, adquiera un interés o participación social en la sociedad, se considerará por ese simple hecho como mexicano respecto de uno y otra, así como respecto de los bienes, derechos, concesiones, participaciones o intereses de los que llegue a ser titular esta sociedad, o bien de los derechos y obligaciones que deriven de los contratos en que sea parte y, por lo tanto, a no invocar la protección de su gobierno bajo la pena, en caso de faltar a su convenio, de perder dicho interés o participación en beneficio de la Nación Mexicana.

CAPITULO VI

ASAMBLEA DE SOCIOS

DECIMO TERCERA. La asamblea de socios es el órgano supremo de la sociedad y sus resoluciones serán obligatorias para todos los socios, aún para los ausentes o disidentes.

DECIMO CUARTA. Los asuntos que a continuación se mencionan serán facultad exclusiva de la asamblea de socios:

a) Discutir, aprobar o modificar los estados financieros anuales de la sociedad, y tomar las medidas que juzgue oportunas, en relación con los mismos;

b) Resolver sobre el reparto de utilidades;

c) Designar al vigilante de la sociedad, y a los miembros del consejo de gerentes o al gerente general, según sea el caso, y revocar sus nombramientos;

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d) Resolver sobre la división y amortización de las partes sociales;

e) Exigir, en su caso, las aportaciones suplementarias y las prestaciones necesarias;

f) Interponer acciones legales en contra de los socios o los órganos sociales, para exigirles el pago de daños y perjuicios;

g) Modificar el contrato social;

h) Aprobar la cesión de partes sociales y la admisión de nuevos socios;

i) Adoptar resoluciones con respecto a aumentos o reducciones del capital social;

j) Decidir sobre la disolución de la sociedad, y

k) Cualquier otro asunto que, de conformidad con la Ley General de Sociedades Mercantiles o a estos estatutos, esté reservado para la asamblea de socios.

DECIMO QUINTA. Las asambleas de socios y, en general, la adopción de resoluciones por parte de los socios, deberán sujetarse a las siguientes disposiciones:

a) Salvo disposición en contrario establecida en estos estatutos, las asambleas de socios podrán celebrarse a petición de: (i) el vigilante, (ii) cualquier socio o socios que sean propietarios de partes sociales cuyo valor represente por lo menos el treinta y tres por ciento del capital suscrito y pagado de la sociedad, o (iii) cualquier miembro del consejo de gerentes o el gerente único, según sea el caso.

b) Las asambleas de socios deberán celebrarse cuando menos una vez al año, dentro de los cuatro meses siguientes al cierre de cada ejercicio social.

c) Todas las asambleas de socios se celebrarán en el domicilio de la sociedad, salvo caso fortuito o de fuerza mayor.

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d) Las convocatorias contendrán, por lo menos, la fecha, hora y lugar de la asamblea, así como el orden del día para la misma y deberán estar firmadas por el secretario o por el vigilante, o en su ausencia, por el juez competente, de conformidad con las disposiciones de la Ley General de Sociedades Mercantiles.

e) Excepto en los casos aquí establecidos, las asambleas de socios serán convocadas mediante aviso por escrito, el cual deberá ser enviado a cada persona que la sociedad reconozca como socio en la fecha en que se emita la convocatoria, con por lo menos 10 (diez) días de anticipación a la fecha de cualquier asamblea, por servicio de mensajería de entrega inmediata con acuse de recibo, enviado a la última dirección que dicho socio haya registrado por escrito con el secretario de la sociedad. Lo anterior en el entendido, sin embargo, de que los socios que residan en el extranjero podrán registrar una segunda dirección dentro de los Estados Unidos Mexicanos, a donde será enviada una copia adicional de la convocatoria.

f) Cualquier asamblea de socios podrá celebrarse sin necesidad de previa convocatoria, y toda asamblea que se suspenda por cualquier razón, podrá reunirse sin previa convocatoria, si los socios que representan la totalidad de las partes sociales con derecho a voto se encuentran presentes o representados en el momento de la votación.

g) Todo socio podrá ser representado en cualquier asamblea de socios por cualquier persona que designe por escrito como su apoderado, con excepción de los miembros del consejo de gerentes o el gerente único, o vigilantes.

h) Salvo en el caso de orden judicial en contrario, para que concurran a cualquier asamblea de socios, la sociedad únicamente reconocerá como socios a aquellas personas

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físicas o morales cuyos nombres se encuentren inscritos en el libro de registro de socios, y dicha inscripción en el expresado libro será suficiente para permitir la entrada de dicha persona a la asamblea.

i) Las asambleas de socios serán presididas por el presidente del consejo de gerentes o por el gerente único, según sea el caso, asistido del secretario de la sociedad, y a falta de uno u otro o de ambos, actuarán en su lugar como presidente y secretario, según sea el caso, quienes sean designados por la asamblea por simple mayoría de votos.

j) Antes de instalarse la asamblea, la persona que la presida designará uno o más escrutadores que hagan el recuento de las personas presentes en la asamblea, las partes sociales que representen, y el número de votos que cada uno de ellos tenga derecho a emitir.

k) Excepto en los casos en que la Ley General de Sociedades Mercantiles exija unanimidad o el voto de la mayoría de los socios, para considerar legalmente instalada cualquier asamblea de socios, celebrada en primera o ulterior convocatoria deberán estar presentes o representados los propietarios de partes sociales que representen por lo menos el 50% (cincuenta por ciento) del capital social de la sociedad.

l) Cada socio tendrá derecho a emitir un voto en cualquier asamblea de socios, por cada $1.00 (Un Peso 00/100 M.N.) que represente su parte social en el total del capital de la sociedad, con excepción de las partes sociales con derechos especiales y/o limitados que se emitan por resolución de los socios.

m) Una vez comprobada la existencia de quórum para la asamblea, la persona que la presida la declarará

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legalmente instalada y someterá a su consideración los puntos del orden del día.

n) Todas las votaciones serán económicas, a menos que los asistentes que poseen o representen la mayoría de los votos acuerden que el voto sea secreto y por escrito.

o) Excepto en los casos en que la Ley General de Sociedades Mercantiles exija unanimidad o el voto de la mayoría de los socios, para la validez de las resoluciones adoptadas en cualquier asamblea de socios, celebrada en primera o ulterior convocatoria, se requerirá el voto afirmativo de las partes sociales que representen por lo menos el 50% (cincuenta por ciento) del capital social de la sociedad.

p) El secretario levantará un acta de cada asamblea de socios, que se asentará en el correspondiente libro de actas y que será firmada, cuando menos, por el presidente y el secretario de la asamblea.

Asimismo, el secretario de la asamblea deberá preparar un expediente que contendrá, por lo menos:

i) Una copia de la convocatoria enviada a cada socio;

ii) Las cartas poder que se hubieren presentado o un extracto de las mismas certificadas por el escrutador o escrutadores;

iii) Los informes, dictámenes y demás documentos que se hubieren presentado en la asamblea, y

iv) Una copia del acta de la asamblea.

q) Si por cualquier motivo no se instala una asamblea convocada legalmente, este hecho y sus causas se harán constar en el libro de actas, y se formará un expediente de acuerdo con el inciso p) que antecede.

r) De conformidad con lo establecido en el artículo ochenta y dos de la Ley General de Sociedades Mercantiles, los socios podrán adoptar cualquier

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resolución fuera de asamblea, siempre y cuando emitan su voto por escrito. Para tales efectos, el secretario de la sociedad enviará el texto de las resoluciones correspondientes a los socios a la última dirección que cada socio haya registrado con el secretario de la sociedad. Cada uno de los socios deberá enviar un escrito dirigido al secretario de la sociedad en el cual manifieste su aprobación o rechazo de dichas resoluciones. Para la validez de las resoluciones adoptadas por escrito por los socios fuera de asamblea se observarán los mismos requisitos de votación establecidos en el inciso o) de esta cláusula decimo quinta. El secretario recopilará los documentos que acrediten el voto de los socios con derecho a voto y realizará las anotaciones correspondientes en el libro de actas haciendo constar que dichas resoluciones fueron adoptadas de conformidad con estos estatutos.

CAPÍTULO VII

ADMINISTRACIÓN DE LA SOCIEDAD

DECIMO SEXTA. La administración de la sociedad podrá estar a cargo de (i) un consejo de gerentes integrado por 2 (dos) o más gerentes y, en su caso, con sus respectivos suplentes, o (ii) de un gerente único, según lo determine la asamblea de socios. En su caso, los miembros del consejo de gerentes y sus suplentes, o el gerente general, podrán ser o no socios.

DECIMO SÉPTIMA. Los miembros del consejo de gerentes y sus suplentes o, en su caso, el gerente único, durarán en su cargo un año a partir de la fecha de su designación. Cuando no pueda reunirse el quórum requerido debido a la muerte, remoción, renuncia, incapacidad legal o impedimento permanente de uno o más miembros del consejo de gerentes y sus suplentes, los socios designarán a uno

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o más sucesores, según sea el caso, para desempeñar el cargo o cargos vacantes.

DECIMO OCTAVA. El consejo de gerentes podrá reunirse en cualquier lugar de los Estados Unidos Mexicanos o del extranjero a donde sea legalmente citado, en la inteligencia de que los gastos de viaje y hospedaje de los miembros propietarios del consejo de gerentes y suplentes que se reúnan fuera del domicilio social serán por cuenta de la sociedad. El consejo de gerentes podrá reunirse cuantas veces lo juzgue necesario o conveniente su presidente, el secretario o una mayoría de los miembros propietarios o suplentes en funciones. Las convocatorias para las sesiones del consejo de gerentes deberán ser enviadas por escrito a cada uno de los miembros propietarios y suplentes, así como al vigilante, con por lo menos 10 (diez) días de anticipación a la fecha de la sesión, por servicio de mensajería de entrega inmediata con acuse de recibo, a la última dirección que dichos destinatarios hayan registrado con el secretario de la sociedad. La convocatoria contendrá la hora, fecha, lugar y orden del día de la sesión. Cualquier sesión del consejo de gerentes podrá celebrarse válidamente aún sin previa convocatoria, cuando estén presentes en ella todas las personas con derecho a recibir la convocatoria de la misma.

DECIMO NOVENA. En cualquier sesión del consejo de gerentes habrá quórum y se considerará legalmente instalada solamente si están presentes la mayoría de sus miembros propietarios o sus respectivos suplentes.

Las resoluciones del consejo de gerentes serán válidas únicamente cuando sean aprobadas por el voto afirmativo de la mayoría de los miembros del consejo o sus suplentes

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presentes en dicha sesión. El Presidente del consejo no tendrá derecho a emitir un voto de calidad.

No obstante lo anterior, cualquier resolución del consejo de gerentes, podrá adoptarse sin necesidad de celebrar una junta, mediante el consentimiento por escrito de la mayoría de los miembros del consejo de gerentes. El secretario de la sociedad recopilará los documentos respectivos y los adjuntará en el libro de actas de la sociedad.

VIGÉSIMA. El consejo de gerentes, o el gerente único, según el caso, tendrá las más amplias facultades reconocidas por la ley a un mandatario general para celebrar todo tipo de contratos y para realizar toda clase de actos y operaciones que por ley o por disposición de estos estatutos no estén reservados a una asamblea de socios, así como para administrar y dirigir los negocios de la sociedad, para realizar todos y cada uno de los objetos sociales de la misma y para representar a ésta ante toda clase de autoridades judiciales, civiles, administrativas, mercantiles, penales o laborales, ya sean federales, estatales o municipales, con el más amplio poder para pleitos y cobranzas, actos de administración y de dominio, en los términos de los tres primeros párrafos del artículo 2554 (dos mil quinientos cincuenta y cuatro) del Código Civil Federal, del Código Civil para el Distrito Federal y de sus correlativos de los Códigos Civiles para los estados, gozando aún de aquellas que requieren cláusula especial y a las cuales se refiere el artículo 2587 (dos mil quinientos ochenta y siete) del Código Civil Federal, del Código Civil para el Distrito Federal y los artículos correspondientes de los Códigos Civiles para los estados y aquellas facultades a que se refieren los artículos

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2574 (dos mil quinientos setenta y cuatro), 2582 (dos mil quinientos ochenta y dos) y 2593 (dos mil quinientos noventa y tres) del Código Civil Federal, del Código Civil para el Distrito Federal y los artículos correlativos de los Códigos Civiles para los Estados, y poder para suscribir en cualquier carácter títulos de crédito, en los términos del artículo 9o. (noveno) de la Ley General de Títulos y Operaciones de Crédito. Dichas facultades incluirán en forma enunciativa, pero de ninguna manera limitativa, lo siguiente:

a) Promover quejas y querellas y desistirse de ellas, presentar acusaciones, constituirse en coadyuvante del Ministerio Público y otorgar perdones;

b) Iniciar juicios de amparo y desistirse de ellos;

c) Desistirse;

d) Transigir;

e) Comprometer en árbitros;

f) Absolver y articular posiciones;

g) Hacer cesión de bienes;

h) Recusar;

i) Recibir pagos;

j) Otorgar, sin limitaciones, o con las que juzguen pertinentes, toda clase de poderes generales o especiales, incluyendo poderes para actos de administración, actos de dominio, pleitos y cobranzas y títulos y operaciones de crédito, y revocar dichos poderes;

k) Delegar cualquiera de sus facultades en la persona o personas, gerentes, funcionarios, apoderados o comités que el consejo de gerentes juzgue conveniente.

En su caso, ningún miembro del consejo de gerentes podrá, individual y separadamente, ejercitar los poderes arriba

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mencionados salvo autorización expresa del consejo de gerentes o de la asamblea de socios.

En caso que la asamblea de socios determinara que la sociedad fuera administrada por un gerente único, éste tendrá únicamente las facultades que expresamente le otorgue la asamblea de socios.

CAPÍTULO VIII

FUNCIONARIOS Y EJECUTIVOS DE LA SOCIEDAD

VIGÉSIMA PRIMERA. La asamblea de socios o el consejo de gerentes, si lo hubiere, designarán entre los miembros del consejo de gerentes a un presidente del consejo de gerentes. Igualmente, la asamblea de socios, o el consejo de gerentes, si lo hubiere, designarán a un secretario de la sociedad que podrá ser o no gerente.

VIGÉSIMA SEGUNDA. La asamblea de socios, o el consejo de gerentes, si lo hubiere, podrán elegir uno o más ejecutivos de la sociedad, quienes gozarán de todas las facultades que expresamente se les confieran en su nombramiento. La asamblea de socios, a su entera discreción, podrá remover a cualquier persona designada conforme a esta cláusula, y el consejo de gerentes, si lo hubiere, podrá remover únicamente a las personas que dicho consejo haya nombrado.

Los ejecutivos estarán en todo momento sujetos al control y dirección de la asamblea de socios y del consejo de gerentes o del gerente general.

CAPÍTULO IX

VIGILANCIA DE LA SOCIEDAD

VIGÉSIMA TERCERA. De conformidad con lo dispuesto en el artículo 84 (ochenta y cuatro) de la Ley General de Sociedades Mercantiles, la vigilancia de la sociedad de responsabilidad limitada podrá estar confiada a uno o varios vigilantes, en caso de que los socios lo aprueben

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expresamente mediante resolución adoptada en Asamblea de Socios o por escrito de conformidad con lo establecido en el párrafo r) de la Cláusula Décima Quinta de estos estatutos sociales. Los vigilantes podrán ser o no socios y gozarán de todos los derechos y obligaciones que les confieren los artículos 166 (ciento sesenta y seis) al 171 (ciento setenta y uno) de la Ley General de Sociedades Mercantiles, en lo que resulten aplicables. Los vigilantes durarán en su cargo un año, o hasta que sus sucesores hayan sido designados y tomen posesión de sus cargos. La Asamblea de Socios podrá designar a la vez uno o varios vigilantes suplentes, que podrán ser o no socios, para sustituir a los vigilantes propietarios en sus ausencias temporales o permanentes. En la Asamblea de Socios en que se designen uno o más vigilantes, cada socio o socios cuya parte social represente por lo menos un 25% (veinticinco por ciento) del capital social de la sociedad de responsabilidad limitada, tendrá el derecho de designar un vigilante propietario y su suplente.

CAPÍTULO X

GARANTÍA DE LOS GERENTES Y FUNCIONARIOS

VIGÉSIMA CUARTA. Los gerentes, vigilantes y demás funcionarios de la sociedad no estarán obligados a garantizar el fiel cumplimiento de sus obligaciones, a menos que la asamblea de socios los requiera específicamente para ello, en cuyo caso, la asamblea deberá especificar los términos y condiciones de dicha garantía.

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CAPÍTULO XI

ESTADOS FINANCIEROS, RESERVAS, EJERCICIO SOCIAL Y RESPONSABILIDAD LIMITADA

VIGÉSIMA QUINTA. Al final de cada ejercicio social, los gerentes de la sociedad deberán preparar la información financiera a la que se refiere el artículo ciento setenta y dos de la Ley General de Sociedades Mercantiles. Los estados financieros deberán estar listos dentro de los primeros cuatro meses del ejercicio social y, junto con el informe de la administración y el informe del vigilante al que se refiere el artículo ciento sesenta y seis de la Ley General de Sociedades Mercantiles, deberá ser sometido a la consideración de los socios.

VIGÉSIMA SEXTA. Después de efectuar las separaciones necesarias para el pago de impuestos, reparto de utilidades, creación o aumento del fondo de reserva legal hasta que éste alcance, por lo menos, la quinta parte del capital social, las utilidades que anualmente obtenga la sociedad y que deberán reflejarse en el balance general aprobado por la asamblea de socios, se aplicarán a los fines que disponga la asamblea de socios.

VIGÉSIMA SÉPTIMA. El ejercicio social de la sociedad será igual al año de calendario, excepto el primer ejercicio que correrá desde la fecha de firma de la escritura constitutiva de la sociedad y concluirá el treinta y uno de diciembre del mismo año.

VIGÉSIMA OCTAVA. Los fundadores de la sociedad no se reservan participación especial alguna en las utilidades de la sociedad de responsabilidad limitada.

VIGÉSIMA NOVENA. La responsabilidad de cada socio quedará limitada al valor de la parte social que dicho socio posea, y cada socio deberá ser responsable por cualquier parte insoluta del valor de la parte social que posea.

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CAPÍTULO XII

DISOLUCIÓN Y LIQUIDACIÓN

TRIGÉSIMA. La sociedad se disolverá en los casos enumerados en el artículo 229 (doscientos veintinueve) de la Ley General de Sociedades Mercantiles.

La sociedad también se disolverá en caso de muerte, insolvencia, quiebra, suspensión de pagos o disolución de uno de los socios, a menos que todos los socios sobrevivientes o los demás socios no sujetos a dicho procedimiento resuelvan lo contrario.

TRIGÉSIMA PRIMERA. La liquidación de la sociedad deberá sujetarse a lo dispuesto por el Capítulo XI (decimoprimero) de la Ley General de Sociedades Mercantiles, y se llevará a cabo por uno o más liquidadores designados por una asamblea de socios.

TRIGÉSIMA SEGUNDA. Durante la liquidación de la sociedad, los liquidadores tendrán las mismas facultades y obligaciones que los gerentes o funcionarios tienen durante el término normal de vida de la sociedad.

TRIGÉSIMA TERCERA. Mientras no haya sido inscrito en el Registro Público de Comercio el nombramiento de los liquidadores y éstos no hayan entrado en funciones, los funcionarios, gerentes generales y gerentes de la sociedad continuarán desempeñando su cargo. Sin embargo, los funcionarios, gerentes generales y gerentes no podrán iniciar nuevas operaciones después de haber sido aprobada por los socios la resolución de liquidación de la sociedad, o de que se compruebe la existencia de la causa legal de ésta.

CLÁUSULAS TRANSITORIAS

PRIMERA. Las partes sociales correspondientes al capital mínimo de la sociedad han quedado íntegramente suscritas como sigue:

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ARGOS GENERAL IP (SINGAPORE) PTE. LTD., UNA PARTE SOCIAL, con valor de DOS MIL NOVECIENTOS NOVENTA Y NUEVE PESOS, MONEDA NACIONAL.

ADAM HERBERT CLAMMER, UNA PARTE SOCIAL, con valor de UN PESO, MONEDA NACIONAL.

TOTAL, DOS PARTES SOCIALES, con valor de TRES MIL PESOS, MONEDA NACIONAL.

SEGUNDA. La sociedad se da por recibida de la cantidad de $3,000 (Tres Mil Pesos 00/100 M.N.), pagada por los suscriptores antes mencionados.

TERCERA. Asamblea de Socios. Reunidos los socios fundadores de esta sociedad en una asamblea de socios, adoptaron por su voto unánime las siguientes resoluciones:

A. Designación del Consejo de Gerentes. Reunidos los socios fundadores de esta sociedad en una asamblea de socios, decidieron, por su voto unánime, que la sociedad fuera administrada por un consejo de gerentes, y se designa para ocupar tales cargos a las personas que a continuación se mencionan:

Gerente	Cargo
Kenneth Yeh Kang Hao	Presidente/Miembro
Adam Herbert Clammer	Miembro

B. Designación del Secretario. Se designa al señor Luis Octavio Núñez Orellana como secretario de la sociedad.

El secretario de la sociedad no formará parte del consejo de gerentes de la sociedad, por lo que no tendrán ni voz ni voto en ninguna sesión del consejo de gerentes y sus funciones se limitarán única y exclusivamente a llevar a cabo las inscripciones y registros en los libros

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corporativos de la sociedad y llevar a cabo certificaciones respecto de dichas inscripciones y registros.

Adicionalmente, los accionistas reconocen también que el secretario de la sociedad podrá renunciar en cualquier momento a su cargo, sin necesidad de aceptación de dicha renuncia por parte de los socios, del consejo de gerentes o del gerente único de la sociedad, según sea el caso. En caso de que el secretario de la sociedad presente su renuncia a su cargo, el Presidente del consejo de gerentes o el gerente único, según sea el caso, se harán cargo de las funciones del secretario.

Finalmente, en este acto los socios de la sociedad se obligan incondicional e irrevocablemente a indemnizar y sacar en paz y a salvo al secretario de la sociedad, respecto de cualquier daño, litigio, acción, deuda, pérdida, responsabilidad, reclamación u obligación que pudiese ser exigida o impuesta en su contra, por cualquier autoridad nacional o extranjera o por cualquier tercero, que se derive, ya sea directa o indirectamente, del desempeño de sus funciones. En virtud de lo anterior, la sociedad se hará cargo de todos los costos y gastos (incluyendo los honorarios legales de los abogados que designe para su defensa) relacionados con litigios, pérdidas, responsabilidades, daños, reclamaciones u obligaciones iniciadas por las autoridades o tercero mencionados.

C. Garantías. Los gerentes, el secretario y los suplentes designados por esta asamblea no tendrán obligación de garantizar el fiel desempeño de sus cargos.

D. Poderes. Se resuelve otorgar los siguientes poderes:

I. A los señores Kenneth Yeh-Kang Hao y Adam Herbert Clammer, se les otorga un poder general, para ser

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ejercitado conjunta o separadamente, con las siguientes facultades:

a) Para pleitos y cobranzas y actos de administración en términos de lo dispuesto en los dos primeros párrafos del artículo dos mil quinientos cincuenta y cuatro del Código Civil para el Distrito Federal y sus correlativos del Código Civil Federal y de los Códigos Civiles de los Estados de la República Mexicana, con inclusión de todas aquellas facultades generales y especiales que conforme a la ley requieran cláusula especial, inclusive las mencionadas en los artículos dos mil quinientos setenta y cuatro, dos mil quinientos ochenta y dos, dos mil quinientos ochenta y siete y dos mil quinientos noventa y tres del Código Civil para el Distrito Federal y sus correlativos del Código Civil Federal y de los Códigos Civiles de los Estados de la República Mexicana, incluyendo de manera enunciativa más no limitativa, las de transigir, desistirse, comprometer en árbitros, absolver y articular posiciones, hacer cesión de bienes, recusar, recibir pagos, iniciar y desistirse de ellas, presentar acusaciones, constituirse en coadyuvante del Ministerio Público y otorgar perdón a los culpables. Se consideran asimismo incluidas, las facultades expresas para administrar relaciones laborales, conciliar, comparecer a juicio en los términos de las fracciones uno y seis del artículo ochocientos setenta y seis y artículo ochocientos setenta y ocho de la Ley Federal del Trabajo y celebrar convenios, para lo cual los alcances de este poder serán suficientes para que el apoderado comparezca ante todas las autoridades laborales relacionadas en el artículo quinientos veintitrés de la Ley Federal del Trabajo, así como el Instituto del Fondo Nacional para la Vivienda de los Trabajadores, Instituto Mexicano del

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Seguro Social, el Fondo para el Consumo y Garantía de los Trabajadores y las Juntas de Conciliación y Arbitraje, ya sean locales o federales, a realizar todas las gestiones y trámites necesarios para la solución de los asuntos de la sociedad, en los que comparecerá con el carácter de representante de la sociedad en los términos del artículo once de la Ley Federal del Trabajo que determina: “Los directores, gerentes, y demás personas que ejerzan funciones de dirección o administración en las empresas o establecimientos, serán considerados representantes del patrón y en tal concepto lo obligan en sus relaciones con los trabajadores.

b) Los apoderados gozarán de las facultades para delegar el presente poder en todo o en parte, en favor de la persona o personas, gerentes, funcionarios, apoderados o comités que juzguen convenientes, así como la de sustituir el presente poder en todo o en parte reservándose su ejercicio, y revocar los poderes o sustituciones que hubiera otorgado.

II. Se autoriza a los señores Kenneth Yeh-Kang Hao y Adam Herbert Clammer, para abrir y cancelar, de manera conjunta o separada, cuentas bancarias en representación de la sociedad y depositar y girar en contra de las mismas, así como designar a las personas que firmen en dichas cuentas, para lo cual contarán con la facultad de suscribir títulos de crédito en términos del artículo noveno de la Ley General de Títulos y Operaciones de Crédito.

III. Se resuelve, otorgar un poder especial a favor de los señores Luis Octavio Núñez Orellana, Víctor Manuel Frías y Rafael Gómez Vicencio, para ser ejercido conjunta o separadamente, para solicitar o presentar en nombre y representación de la sociedad todo tipo de permisos,

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autorizaciones, registros, avisos y licencias relativos a la comercialización de los productos que la sociedad produce o importa y los servicios que la sociedad presta, ante cualquier entidad gubernamental, ya sea de la Administración Pública Federal, Estatal o Municipal, Poderes Legislativo y Judicial Federal o Estatal, organismos administrativos desconcentrados o empresas de participación estatal; incluyendo pero sin limitarse, a comparecer ante la Secretaría de Economía, la Secretaría de Gobernación, el Instituto Nacional del Derecho de Autor, el Instituto Mexicano de la Propiedad Industrial y el Registro Nacional de Inversiones Extranjeras. Para tales efectos se otorgan a los apoderados las facultades para pleitos y cobranzas y actos de administración en los términos de los dos primeros párrafos del articulo dos mil quinientos cincuenta y cuatro del Código Civil para el Distrito Federal y sus correlativos del Código Civil Federal y de los Códigos Civiles de los Estados de la República Mexicana, con todas las facultades generales y especiales que requieren cláusula especial conforme a la ley”; en el entendido de que podrán delegar este poder mediante simple carta poder.

IV. Se resuelve, otorgar un poder especial a favor de Kenneth Yeh-Kang Hao y Adam Herbert Clammer, para que conjunta o separadamente, formulen y presenten las declaraciones y avisos fiscales de todo género, incluso las del Impuesto al Valor Agregado, así como para dar todos los demás avisos que sean necesarios al quedar constituida esta sociedad de responsabilidad limitada, incluso las inscripciones ante la Secretaría de Hacienda y Crédito Público y el Instituto Mexicano del Seguro Social; en el entendido de que podrá delegar este poder mediante simple carta poder.

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E. Permisos de los Funcionarios de la Sociedad. Los miembros del consejo de gerentes y los apoderados de nacionalidad extranjera han quedado advertidos de que el ejercicio en los Estados Unidos Mexicanos de sus respectivos cargos, queda supeditado a la previa obtención de los permisos migratorios necesarios que habrá de expedirles la Secretaría de Gobernación.

YO EL NOTARIO CERTIFICO:

I.- Que me identifique plenamente como notario ante el compareciente, a quien conceptúo capacitado legalmente para la celebración de este acto y de quien me aseguré de su identidad conforme a la relación que agrego al apéndice de este instrumento con la letra “B”.

II.- Que el representante de

“ARGOS GENERAL IP (SINGAPORE) PTE. LTD.”, y del señor ADAM HERBERT CLAMMER, manifiesta que sus representados se encuentran capacitados legalmente para la celebración de este acto, y acredita las personalidades que ostenta, que no le han sido revocadas, ni en forma alguna modificadas y que están vigentes en términos de ley como sigue:

a) Ibrahim Cassim, notario público de la República de Singapur, que en unión de su traducción, debidamente legalizado agrego al apéndice de este instrumento con la letra “E”, y el cual en este mismo acto protocolizó; y

b) Por lo que se refiere al señor ADAM HERBERT CLAMMER, con el instrumento, de fecha doce de septiembre de dos

26

mil cinco, ante Wendy Tienken, notario público del Estado de California, Estados Unidos de América, que en unión de su traducción, debidamente apostillado agrego al apéndice de este instrumento con la letra “F”, y el cual en este mismo acto protocolizó.

III.- Que en cumplimiento al artículo cuarenta y cinco del Regalmento de la Ley de Inversión Extranjera y del Registro Nacional de Inversiones Extranjeras advertí al compareciente que, en su caso, deberá dar cumplimiento a lo dispuesto por el artículo treinta y dos, fracción I de la Ley de Inversión Extranjera.

IV.- Que el compareciente declara por sus generales ser: Mexicano, originario de Toluca, Estado de México, lugar donde nació el día dos de julio de mil novecientos setenta y tres, casado, abogado, con domicilio en Prolongación Paseo de la Reforma número mil quince, piso ocho, colonia Desarrollo Santa Fe, delegación Álvaro Obregón, Distrito Federal,.

VIII.- Que tuve a la vista los documentos citados en este instrumento.

IX.- Que manifiesta el compareciente que las declaraciones que realizo en este instrumento, la hizo bajo protesta de decir verdad, y que lo enteré de las penas en que incurren los que declaran con falsedad.

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X.- Que hice saber al compareciente el derecho de leer personalmente este instrumento, y de que su contenido le fuera explicado por mí.

XI.- Que leído y explicado este instrumento al compareciente, habiéndole ilustrado acerca del valor, las consecuencias y alcances legales del contenido del mismo, manifestó su conformidad y comprensión plena, y lo firmó el día

mismo momento en que lo autorizo. Doy fe.

TESTIMONIO DEL INSTRUMENTO DE

LA CONSTITUCIÓN DE “ARGOS OPERATING MÉXICO”, SOCIEDAD DE RESPONSABILIDAD LIMITADA DE CAPITAL VARIABLE.-

.-
..-
2005.-
CONSTITUCIÓN DE S. DE R.L. DE C.V./MASC
R.P.C.D.F.

2

PERMISO S.R.E.

RELACION DE IDENTIDAD

R-UNO

IDENTIFICACIÓN

CÉDULA

CÉDULA

NOTAS

[TRANSLATION FROM SPANISH]

BOOK ONE THOUSAND ONE HUNDRED AND FOUR.

INSTRUMENT TWENTY SEVEN THOUSAND ONE HUNDRED AND SIXTY ONE.

IN MEXICO CITY, on this third day of October of the year two thousand and five.

ÁNGEL GILBERTO ADAME LÓPEZ, Notary Public number two hundred thirty three of the Federal District, in whose protocol acts as associate, CELSO DE JESÚS POLA CASTILLO, Notary Public number two hundred and forty four, hereby attest THE PARTNERSHIP AGREEMENT whereby “ARGOS OPERATING MÉXICO”, SOCIEDAD DE RESPONSABILIDAD LIMITADA DE CAPITAL VARIABLE is formed, by “ARGOS GENERAL IP (SINGAPORE) PTE. LTD.” and Mr. ADAM HERBERT CLAMMER, both hereby represented by Mr. Rafael Gómez Vicencio; for which purpose they [SIC] have presented the permit granted by the Ministry of Foreign Affairs, number three million seven hundred two thousand nine hundred and fifty seven, dated September second, of the year two thousand and five, folio number “A” zero zero two one “LJ” four, file number two zero zero five three seven zero zero two six six zero, which I attach to the appendix of this public instrument marked with the letter “A”.

The parties hereby agree that the company be governed by the following:

BY-LAWS

ARGOS OPERATING MEXICO, SOCIEDAD DE RESPONSABILIDAD LIMITADA DE CAPITAL VARIABLE

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CHAPTER I

ORGANIZATION

FIRST. The parties hereby organize a limited liability company with variable capital subject to this charter and by-laws and to the General Law of Commercial Companies, with regard to matters not herein provided.

CHAPTER II

NAME, DOMICILE, DURATION AND PURPOSE

SECOND. The name of the Company shall be ARGOS OPERATING MEXICO, which shall always be followed by the words “Sociedad de Responsabilidad Limitada de Capital Variable”, or their abbreviation “S. de R.L. de C.V.”

THIRD. The domicile of the Company shall be the Federal District; however, the partners, or the Board of Managers or the Sole Manager, as the case may be, may establish agencies or branches of the Company anywhere within the United Mexican States or abroad, without such acts constituting a change of domicile.

FOURTH. The Company shall have a duration ninety nine years.

FIFTH. The purpose of the Company shall be:

1. To manufacture, import, export, purchase, sell, distribute, market and generally to commercialize of any kind of products, including, semiconductor products.

2. To act as agent, representative, distributor, broker, mediator of any kind of entities, either corporate or individuals;

3. To acquire shares, interests, rights, participation or equity interest in other commercial companies, civil

3

entities, non-for-profit entities, trusts or joint ventures, participating in their incorporation or acquiring shares, interests, rights, participations or equity interests in those already incorporated, and to dispose of or transfer such shares, interests, rights, participation or equity interests, as well as to promote and manage all types of such companies, entities, trusts or joint ventures;

4. To acquire, possess, use, and dispose of all kinds of patents, trademarks, trade names, franchises, and any other industrial property rights; either in Mexico or abroad;

5. To borrow money and to enter into all kind of credit agreements, guaranteed or not, and to grant any type of loans to commercial and civil companies with whom the Company might have business relationships;

6. To guarantee or grant collateral for any type of obligations or credit agreements entered into by companies in which the Company might have an interest or participation, or to entities or individuals with whom the Company might have business relations, including holding companies, affiliates and subsidiaries;

7. To make, draw, issue, accept, endorse, certify, guarantee or otherwise subscribe all kinds of negotiable instruments;

8. To lease or acquire, any kind of chattels or real estate, and all real property rights that might be necessary to carry out its purposes or the purposes of any commercial or civil company in which the Company might have an interest or participation;

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9. To enter into and/or carry out, in Mexico or abroad, on its own behalf or for third parties, all kinds of principal or accessory, civil, commercial, and any other kind of acts (including acts of domain), contracts or agreements as permitted by law in the understanding that the corporation shall also be empowered to guarantee third party obligations, either as guarantor, “avalista”, or as joint or several obligor, and

10. In general, to enter and perform any and all acts, agreements and transactions related or accessory, which might be necessary for the performance of the above purposes.

CHAPTER III

CAPITAL AND EQUITY INTERESTS

SIXTH. The capital of the Company shall be variable, with a minimum portion of Mx$3,000.00 (Three thousand pesos 00/100). The variable portion of the corporate capital of the Company shall be unlimited.

The capital of the Company shall be represented by indivisible equity interests according to the number of partners in the Company. The value of each equity interest shall be equivalent to the value of each partner’s contribution, but in all cases shall be of at least Mx$1.00 (One Peso 00/100), or a multiple thereof.

Notwithstanding the above and subject to the limitations set forth in the General Law of Commercial Companies and these By-laws, the equity interests can be divided and partially assigned in case of such equity interest is transferred or pledged.

The equity interests shall convey to the partners equal

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rights and obligations, in proportion to the capital representing in the Company and each partner shall be entitled to cast one vote per each Mx$1.00 (One Peso 00/100) represented by its equity interest, except for those equity interests with special and/ or limited rights that may be issued by resolution of the partners meeting.

SEVENTH. Capital increases and reductions shall be subject to the following rules:

a) Increases and reductions of the fixed or variable portion of the capital of the Company shall be effected by resolution of the partners.

b) Only the equity interests paid in full shall be amortized or withdrawn.

c) Unless consent to the contrary among the partners, amortization and withdrawal of any interest of the Company shall be effected by resolution of the partners and shall be made among the partners in proportion to the value of its corresponding equity interest.

EIGHTH. The partners acknowledge that in order to achieve the corporate purpose of the Company, additional capital contributions could be required. Therefore, in case of a partners meeting approves an increase to the corporate capital of the Company, the partners shall have the right to subscribe such increase in proportion to their original equity interest in accordance with article 70 of the General Law of Corporations.

NINTH. In accordance with article 72 of the General Law for Commercial Companies, the partners of the Company shall have a preemptive right to subscribe any capital

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increase approved by the meeting of partners, unless the corresponding meeting of partners resolves otherwise.

The meeting of partners approving a capital increase shall determine the manner in which such capital increase shall be subscribed and paid by the partners of the Company and, in its case, the manner in which the partners shall exercise their preemptive rights.

CHAPTER IV

PARTNERS REGISTRY AND TRANSFERS OF EQUITY INTERESTS

TENTH. The Company shall have a partner’s registry book, which shall set forth the name, domicile and nationality of the partners, indicating their respective contributions, and all transfers of equity interests. The secretary of the Company shall be charged with the custody of said equity interest registry, unless and until the partners designate a different person as custodian. Any transfer of equity interests shall be effective, as regards the Company, from the date on which it is recorded on the partner’s registry. The transfer of equity interests is subject to the provisions of Clause Eleventh of these By-laws.

For the admission of new partners, the approval of the partners representing the majority of the capital of the Company shall be required.

ELEVENTH. No transfer of any interest in the Company may be carried out by any partner of the Company except with the prior written consent of the partners meeting, which shall be granted by a written resolution. In order for the partners to authorize the transfer of an equity interest of the Company, the affirmative vote of at least

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the partners representing 51% (fifty one percent) of the corporate capital of the Company shall be required. Any transfer not made in accordance with this provision shall be considered null and void and will not be recorded in the partner’s registry book.

CHAPTER V

FOREIGN PARTNERS

TWELFTH. In accordance with article 15 of the Foreign Investment Law and article 14 of the Regulations of the Foreign Investment Law and National Registry of Foreign Investments and in order to comply with the condition referred to in the permit issued by the Ministry of Foreign Affairs, the partners agree that any non-Mexican who upon the incorporation or at any time thereafter acquires an equity interest or participation in the Company, shall thereby be considered as a Mexican (national of the United Mexican States) as regards such interest or participation, and with respect also to all assets, rights, concessions, participations or interest which may be held by the Company, or the rights and obligations arising from agreements to which the Company may be a party, and it shall be understood that such person agrees not to invoke the protection of his government under penalty, in case of failure to comply with this agreement, of forfeiting such interest or participation to the Mexican nation.

CHAPTER VI

PARTNERS MEETINGS

THIRTEENTH. The meeting of partners is the supreme governing body of the Company, and its resolutions shall

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be binding upon all partners, including absent or dissenting partners.

FOURTEENTH. The following matters may only be determined by the meeting of partners:

a) Discussion, approval or modification of the financial statements for each fiscal year, and the resolutions with respect thereto;

b) Allocation of profits;

c) Appointment of the Examiner (Vigilante) of the Company, and the members of the Board of Managers or the Sole Manager of the Company, as the case may be, as well as the removal such officers;

d) Approval of any division or amortization of equity interests;

e) Approval for request, in its case, to the partners of the Company any additional contribution;

f) Commencement of legal actions for damages and loss of profit, against the corporate bodies of the Company or any of the partners;

g) Amendment of the by-laws of the Company;

h) Approval of the transfer of equity interests and admission of new partners;

i) Adoption of resolutions in connection with increases or reductions of the corporate capital of the Company;

j) Dissolution of the Company, and

k) Any other matter which, according to the General Law of Commercial Companies or to these by-laws, are expressly reserved for the meeting of partners.

FIFTEENTH. The meeting of partners and, in general, the adoption of resolutions by the partners, shall be subject

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to the following rules:

a) Except as otherwise provided herein, meetings of partners may be held upon the request of (i) the Examiner; (ii) any partner(s) owning equity interests equivalent in the aggregate of at least 33% (thirty three percent) of the subscribed paid-in corporate capital of the Company, or (iii) any member of the Board of Managers or the Sole Manager, as the case may be.

b) Meetings of partners shall be held at least once each year within the first four months immediately following the termination of the fiscal year of the Company.

c) All meetings of partners shall be held at the corporate domicile of the Company, except in the event of acts of God or force majeure.

d) The notice of the meetings shall set forth at least the date, hour, place and agenda for the meeting, and shall be signed by the secretary of the Company or by the Examiner, or in their absence, by a judge of competent jurisdiction in accordance with the applicable provisions of the General Law of Commercial Companies.

e) Except in the cases set forth herein, meetings of partners shall be called by written notice given to each person who is recognized by the Company as a partner on the date of the notice, at least 10 (ten) days prior to the date of any meeting, by courier service with immediate delivery service with acknowledgement of receipt requested, to the latest address that such partner shall have filed in writing with the secretary of the Company. It is understood, however, that the

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partners residing abroad may file with the secretary a second address in the United Mexican States, to which an additional copy of the notice shall be sent.

f) Any meeting of partners may be held without prior notice, and any partners meeting recessed for any reason may be reconvened without prior notice, if partners owning all of the equity interests entitled to vote at such meeting are present or represented at the moment of voting.

g) Any partner may be represented at any meeting of partners by any person, except members of the Board of Managers, the Sole Manager, or the Examiners, designated in writing as his proxy.

h) Except in the case of a judicial order to the contrary, only those individuals or legal entities whose names are registered in the partners registry book shall be recognized as holders of equity interests of the Company for purposes of attending any meeting of partners, and such registration on the partners registry book shall be sufficient for the admission of such person to the meeting.

i) The Chairman of the Board of Managers or the Sole Manager, as the case may be, shall preside at all meetings of partners assisted by the secretary of the Company. In the absence of any of the foregoing, the persons elected to take their place, by a simple majority vote of the partners present at the meeting, shall act as president and secretary of the meeting.

j) Prior to convening a meeting of partners, the person presiding shall appoint one or more recount clerks to

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report as to the persons present at the meeting, the equity interest held or represented by such persons and the number of votes each such person is entitled to cast.

k) Except in such cases in which in accordance with the General Law for Commercial Companies an unanimous vote or the vote of the majority of the partners is required, for a quorum to exist at any meeting of partners held upon first or subsequent call, the holders of equity interests representing at least 50% (fifty percent) of the capital of the Company must be present personally or by proxy.

l) Each partner shall have the right to cast at any meeting of partners one vote per each Mx$1.00 (One Peso 00/100) of its contribution represented by its equity interest, except for equity interests with special and/or limited rights issued by the meeting of partners.

m) Once it has been established that a quorum exists, the person presiding shall declare the meeting legally convened and shall submit the matters on the agenda to the meeting.

n) All votes shall be by hand count, unless the partners representing a majority of the capital of the Company shall agree that the vote be by secret ballot.

o) Except in such cases on which in accordance with the General Law for Commercial Companies an unanimous vote or the vote of the majority of the partners is required, to validly adopt resolutions at any meeting of partners, held upon first or subsequent call, the affirmative vote of equity interests representing at least 50% (fifty percent) of the capital of the Company shall be required.

p) The secretary shall prepare the minutes of each

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meeting of partners which shall be transcribed into the appropriate minutes book and which shall be signed by at least the president and the secretary of the meeting.

Likewise, the secretary shall prepare a file that shall contain:

i) a copy of the notice sent to each partner;

ii) proxies submitted or an extract of the proxy documents certified by the recount clerk or clerks;

iii) reports, opinions and other documents submitted to the meeting;

iv) a copy of the minutes of the meeting.

q) If for any reason any meeting of partners for which proper notice was given is not convened, this fact and the reason therefore shall be recorded in the minutes book, and a file prepared as required under paragraph p) above.

r) In accordance with article 82 of the General Law of Commercial Companies, resolutions may be adopted by the unanimous consent of all partners without holding a meeting, provided that they cast their vote in writing. For such purposes, the secretary of the Company shall send the text of the corresponding resolutions to all the partners to the latest address that each partner has registered with the secretary of the Company. Each partner shall send written notice to the secretary of the Company evidencing his approval or rejection to such resolutions. For the validity of resolutions adopted in writing in lieu of a meeting the same voting requirements set fourth in paragraph o) of this section fifteenth shall apply. The secretary shall gather the documents

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evidencing the vote of all partners and shall make the corresponding notations in the minutes book evidencing that such resolutions were adopted pursuant to these by-laws.

CHAPTER VII

MANAGEMENT OF THE COMPANY

SIXTEENTH. The management of the Company may be vested in (i) a Board of Managers, which shall be composed of 2 (two) or more managers and, in its case, their respective alternates, or (ii) a Sole Manager, as the partners meeting shall decide. The members of the Board of Managers and their alternates, or the Sole Manager, as the case may be, may or may not be partners of the Company.

SEVENTEENTH. The members of the Board of Managers and their alternates, or the Sole Manager, as the case may be, shall be elected for a one-year term from the date of their appointment.

If a quorum of the Board of Managers cannot be formed due to the death, removal, resignation, incapacity or permanent impediment of one or more of the members of the Board of Managers and their alternates, the partners shall designate a successor or successors, as the case may be, to hold office.

EIGHTEENTH. The Board of Managers, if any, may meet at any place either within the United Mexican States or abroad, designated in the notice for the meeting, provided that the traveling and living expenses shall be borne by the Company. The Board of Managers may meet as frequently as is deemed necessary or proper by its

14

Chairman, the secretary or a majority of its members or acting alternates. Written notice of any such meeting shall be sent to all members of the Board of Managers and their alternates and to the Examiner at least 10 (ten) days prior to the meeting, by courier service with acknowledgement of receipt, to the latest address registered with the secretary of the Company by each recipient. The notice shall contain the hour, date, place and agenda for the meeting. Any meeting of the Board of Managers shall be validly held, however called, if all those entitled to be at the meeting are present.

NINETEENTH. For a quorum to exist at any Board of Managers meeting, if any, at least the majority of the Managers or their respective alternates must be present.-

The resolutions of the Board of Managers shall only be valid if passed by the affirmative vote of the majority of the Managers or their respective alternates present at such meeting. The Chairman of the Board of Managers shall not have a tie-breaking vote.

Notwithstanding the foregoing, any action permitted to be taken at any meeting of the Board of Managers may be taken without a meeting if a written consent thereto is signed by the majority of the members of the Board of Managers. The secretary of the Company shall gather such written consent and shall file such documents in the Board of Managers minutes book.

TWENTIETH. The Board of Directors or the Sole Manager, as the case may be, shall have the broadest legal authority granted to attorneys-in-fact to enter into all agreements, to carry out all acts and operations

15

which by law or by its charter and by-laws are not expressly reserved to a meeting of partners, to manage and direct the affairs of the Company, to carry out the purpose of the Company and to represent the Company before any judicial (criminal or civil), commercial, labor or administrative authorities, whether federal, state or municipal, with broad authority for lawsuits and collections, acts of administration and acts of domain, as provided in the first three paragraphs of article 2554 (two thousand five hundred fifty four) of the Civil Code for the Federal District and the corresponding articles of the Civil Codes of the States, and with those powers which, according to law, must be expressly set forth and referred to in articles 2587 (two thousand five hundred eighty seven) of the Civil Code for the Federal District and the corresponding articles of the Civil Codes of the States, and those powers referred to in articles 2574 (two thousand five hundred seventy four), 2582 (two thousand five hundred eighty two) and 2593 (two thousand five hundred ninety three) of the Civil Code for the Federal District and the corresponding articles of the Civil Codes of the States; and in article 9 (nine) of the General Law of Negotiable Instruments and Credit Operations, including but without any limitation whatsoever, the following:

a) To file and withdraw criminal complaints, submit accusations, to assist the Attorney General and grant pardons;

b) To file and desist from “amparo” proceedings;

c) To desist;

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d) To transact;

e) To submit to arbitration;

f) To make and answer questions;

g) To assign assets;

h) To recuse;

i) To receive payments;

j) To grant, without limitations, or with those the Board of Managers deem proper, general and/or special powers of attorney of any kind whatsoever, including general powers for acts of administration or acts of domain or lawsuits and collections and negotiable instruments, and to revoke such powers;

k) To delegate any of the above powers to one or more persons, managers, executives, attorneys-in-fact or committees as the manager or the Board of Managers deems convenient.

No member of the Board of Managers may, individually and/or separately, exercise any of the foregoing powers except as expressly authorized by the Board of Managers or a meeting of partners.

CHAPTER VIII

OFFICERS

TWENTY-FIRST. The meeting of partners or the Board of Managers, if any, shall elect a Chairman from among the members of the Board, who need not be member of such Board. The partners meeting or the Board of Managers, if any, will also appoint a Secretary of the Board, if any, who will also act as secretary of the Company.

TWENTY-SECOND. In case it deems necessary, the meeting of partners or Board of Managers, if any, may appoint one

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or more officers, who shall enjoy the powers conferred to them upon their appointment. The meeting of partners, at its discretion, may remove any person appointed under this clause. The Board of Managers, if any, may remove only the persons appointed by it under this clause.

Managers and officers shall at all times be subject to the control and direction of the meeting of partners and the Board of Managers.

CHAPTER IX

SURVEILLANCE OF THE COMPANY

TWENTY-THIRD. In accordance with Article 84 of the General Law of Commercial Companies, the surveillance of the Company may be entrusted to one examiner or a board of examiners to be appointed, if so resolved, by a meeting of partners or by written consent resolutions adopted by the partners as set forth in clause fifteenth hereof. The examiners need not be partners and shall have to the extent applicable, the rights and obligations provided for in articles 166 through 171 of the General Law of Commercial Companies. They shall remain in office for one year, or until their successors have been appointed and have taken office. The meeting of partners may likewise appoint one or more alternate examiners, who need not be partners, to substitute the examiners during their temporary or permanent absences. In the meeting of partners held to appoint an examiner or a board of examiners, each partner or partners whose equity interest represents at least 25% of the corporate capital of the Company, will be entitled to appoint an examiner and an alternate examiner.

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CHAPTER X

GUARANTEES OF MANAGERS, OFFICERS AND EXECUTIVES

TWENTY-FOURTH. The managers, examiners and other officers of the Company need not to guarantee the faithful performance of their duties, unless specifically directed to do so by the meeting of partners, which, in such case, shall also decide the terms and conditions of the corresponding guarantee.

CHAPTER XI

FINANCIAL STATEMENTS, RESERVES, FISCAL YEAR AND LIMITED LIABILITY

TWENTY-FIFTH. After the closing of each fiscal year, the financial information required by Article 172 of the General Law of Commercial Companies shall be prepared. Such financial reports shall be prepared within 4 (four) months following the fiscal year end, and, together with the management report, the examiners report referred to in Article 166 to the extent applicable, of the General Law of Commercial Companies shall be submitted, together with the supporting documents to the meeting of partners.

TWENTY-SIXTH. After making the required provisions for payment of taxes, profit sharing of employees, formation or increase of the legal reserve fund until such reserve equals at least one-fifth of the capital of the Company, the earnings of the Company for each fiscal year based upon an approved balance sheet shall be allocated in the manner approved by a meeting of partners.

TWENTY-SEVENTH. The fiscal year of the Company shall run together with each calendar year, except for the first

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fiscal year which shall commence on the date of incorporation and shall end on December 31 of the same calendar year.

TWENTY-EIGHTH. The partners do not reserve unto themselves any special participation in the earnings of the Company.

TWENTY-NINTH. The liability of each partner shall be limited to the equity interest in the Company held by such partner, and each partner shall be liable for any unpaid part of the value of said interest.

CHAPTER XII

DISSOLUTION AND LIQUIDATION

THIRTIETH. The Company shall be dissolved in the cases set forth in Article 229 (two hundred twenty nine) of the General Law of Commercial Companies.

The Company shall also be dissolved in case of death of any of the partners, insolvency, bankruptcy, suspension of payments or dissolution of one of the partners, unless the surviving partners or all the other partners not subject to such procedure resolve otherwise.

THIRTY-FIRST. The liquidation of the Company shall be carried out under the provisions of Chapter XI of the General Law of Commercial Companies by one or more liquidators appointed by a meeting of partners.

THIRTY-SECOND. During the liquidation of the Company, the liquidators shall have the same authority and obligation as the managers and officers during the normal existence of the Company.

THIRTY-THIRD. Prior to recording the appointment of the liquidator or liquidators at the Public Register of

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Commerce and to the assumption by the same of their obligations, the managers and officers of the Company shall continue in office. However, the managers and officers may not initiate new transactions after the liquidation of the Company has been approved by the partners or after the existence of a legal cause for dissolution is proven.

TRANSITORY PROVISIONS

FIRST. The equity interest representing the minimum fixed portion of the corporate capital of the company has been fully subscribed and paid-in as follows:

Argos General IP (Singapore) Pte. Ltd., one equity interests with a par value of Mx$2,999.00 (Two thousand nine hundred and ninety nine Pesos 00/100 lawful Currency of the United Mexican States).

Adam Herbert Clamer, one equity interests with a par value of Mx$1.00 (One peso 00/100 lawful Currency of the United Mexican States)

TOTAL, two equity interests, with a total value of Three Thousand Pesos, National Currency.

SECOND. The company hereby acknowledges receipt of the amount of $3,000 (Three Thousand Pesos 00/100, lawful currency of the United Mexican States) paid in by the above mentioned subscribers.

THIRD. Partners’ Meeting. The incorporators of this company holding a meeting of partners unanimously approved the following resolutions:

A. Appointment of the Board of Managers. The incorporators of this Company holding a meeting of partners, unanimously resolved that the Company shall be

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managed by a Board of Managers, and hereby appoint the following individuals as managers of the Company:

Manager	Position
Kenneth Yeh-Kang Hao	Chairman/Member
Adam Herbert Clammer	Member

B. Appointment of Secretary. Mr. Luis Octavio Núñez Orellana is elected as Secretary of the company.

The partners expressly acknowledge that the Secretary of the Company will not be a member of the Board of Managers of the Company, and therefore shall not have vote at any meeting of the Board of Managers, and his duties will be constrained only and exclusively to insert the entries and recordings into the corporate books of the Company and issue certifications evidencing such entries and recordings.

In addition, the partners acknowledge that the Secretary of the Company will be entitled to resign to his position at any time without prior approval from the meeting of partners, the Board of Managers or Sole Manager, as the case may be. In the event that the Secretary of the Company resigns to his position, the Chairman of the Board of Managers or the Sole Manager of the Company, as the case may be, shall perform the duties of the Secretary as of the date of the resignation.

Finally, the partners of the Company hereby

22

unconditionally and irrevocably agree to defend, indemnify and hold the Secretary of the Company harmless from any and all claims, actions, demands, losses, liabilities, damages or obligations, that may be brought or claimed against him by any national or foreign governmental authority or any third party, which may be derived, either directly or indirectly, from his performance and capacity as Secretary of the Company. In view of the foregoing, the Company shall pay all costs and expenses (including, without limitation, fees and expenses of the attorneys appointed by him for his defense) relating to the claims, actions, demands, losses, liabilities, damages or obligations, commenced by the referred governmental authorities or third parties.

C. Guarantees. The managers, secretary and their alternates appointed under the foregoing resolutions shall not be required to guarantee the faithful performance of their duties.

D. Powers of Attorney. The partners meeting hereby resolved to grant the following powers of attorney:

I. To Messrs. Kenneth Yeh-Kang Hao and Adam Herbert Clammer, a general power of attorney, to be exercised jointly or separately, with the following authority:

For lawsuits and collections and acts of administration, under the first two paragraphs of Article 2554 (two thousand five hundred and fifty four) of the Civil Code for the Federal District and the corresponding articles of the Federal Civil Code and the Civil Codes for the States, with the general and special powers which according to law must be expressly set forth, including

23

the special powers provided for in Articles 2574 (two thousand five hundred and seventy four), 2582 (two thousand five hundred and eighty two), 2587 (two thousand five hundred and eighty seven) and 2593 (two thousand five hundred and ninety three) of the Civil Code for the Federal District and the corresponding articles of the Federal Civil Code and the Civil Codes for the States, and the powers to file and desist from “amparo” proceeding, file and withdraw criminal complaints, submit accusations, assist the attorney general and grant pardons. The attorneys-in-fact will also be authorized to manage labor matters, to appear at any labor trial in terms of paragraphs one and six of article eight hundred seventy six and eight hundred seventy eight of the Federal Labor Law, to execute labor agreements and to represent the Company before any labor authority referred to in article 523 (five hundred twenty three) of the Federal Labor Law, as well as the National Housing Fund for the Workers (Fondo Nacional para la Vivienda de los Trabajadores), Mexican Social Security Institute (Instituto Mexicano del Seguro Social), the Fund for Consumption and Guarantee of the Workers (Fondo para el Consumo y Garantía de los Trabajadores) and any local or federal labor court, and the power to carry out any procedure or act related with the matters of the Company, appearing as representative of the Company in terms of article 11 (eleven) of the Federal Labor Law which provides: “The directors, managers, officers and any person performing management or direction duties within a company shall be considered as representatives of the

24

employer and can oblige the company with its employees.

The attorneys-in-fact may grant total or partial substitutions of this power of attorney in favor of any person or persons, managers, officers, attorneys-in-fact or committees he deems convenient and may revoke any substitutions so granted but keeping the right to exercise these powers.

Messrs. Kenneth Yeh-Kang Hao, and Adam Herbert Clammer, are hereby authorized to, either jointly or separately, open and cancel bank accounts on behalf of the Company and to deposit and issue checks of such bank accounts, and designate the persons who may sign in any such accounts, for which all of them shall authorized to subscribe negotiable instruments, pursuant to article 9 (nine) of the General Law of Negotiable Instruments.

III. Messrs. Luis Octavio Núñez Orellana, Víctor Manuel Frías and Rafael Gómez Vicencio, are hereby granted a limited power of attorney, to be exercised jointly or separately, to request or file on behalf of the Company all kind of permits, authorizations, registrations, notices and licenses in connection with the sales of the products commercialized or manufactured by the Company and the services rendered by the Company, before any governmental entity, either from the Federal, State or Municipal Public Administration, the Legislative and Judicial Powers, Federal Governmental Agencies or Companies with Governmental participation, including but not limited to appear before the Ministry of Economy, the Ministry of the Interior, the Mexican Institute of Copyrights, the Mexican Institute of Intellectual

25

Property and the National Registry of Foreign Investments. For such purposes the attorneys-in-fact shall have the authority for law-suits and collections and acts of administration under the first two paragraphs of Article 2554 (two thousand five hundred and fifty four) of the Civil Code for the Federal District and the corresponding articles of the Federal Civil Code and the Civil Codes for the States, with all the general and special powers which according to law must be expressly set forth.

IV. Messrs. Kenneth Yeh-Kang Hao and Adam Herbert Clammer are hereby granted a special power of attorney in order to prepare and file all kinds of tax notices and returns, including those pertaining to the Value Added Tax, as well as to give all other notices required upon incorporation of this limited liability company and to register the Company with any governmental agency, whether federal or local, including the Ministry of the Treasury and Public Finance (Secretaría de Hacienda y Crédito Público) and Mexican Social Security Institute (Instituto Mexicano del Seguro Social).

E. Immigration Permits. The members of the Board of Managers and the attorneys-in-Fact of non-Mexican nationality have been advised that they may not exercise their powers under such appointments in the United Mexican States prior to obtaining the necessary immigration permits from the Ministry of the Interior.

I, THE NOTARY, CERTIFY:

I.- That I clearly identified myself as notary to the grantor, who I perceive to be legally capable to execute

26

this instrument, and that I corroborated his identity as set forth in the document that I attach to the appendix of this instrument marked with the letter “B”.

II.- That I warned the grantor that he shall evidence to me, within a term of thirty days following the date of execution of this instrument, to have filed the request for registration of the company in the Federal Tax Payers Registry and that in case of failure to do so, I will notify the corresponding tax authorities.

III.- That the representative of “ARGOS GENERAL IP (SINGAPORE) PTE. LTD.” and Mr. ADAM HERBERT CLAMMER, states that the parties on whose behalf he is acting, have the legal capacity required to perform this legal act, and evidences the authority upon which he acts, which authority has not been revoked nor in any manner modified in any respect and which is in effect pursuant to law, as follows:

a) As for “ARGOS GENERAL IP (SINGAPORE) PTE. LTD.”, with instrument dated September 14, 2005, granted before Christopher Ibrahim Cassim, Notary Public of the Republic of Singapore, which along whit its translation and duly legalized, I attach to the appendix of this instrument marked with the letter “E”, which I hereby formalize; and

b) As for Mr. ADAM HERBERT CLAMMER, with Instrument dated September 12, 2005, granted before Wendy Tienken, Notary Public of the State of California, United States de America, which duly legalized and along with its translation, I attach to the appendix of this instrument

27

market with letter “F”, which I hereby formalize.

IV.- That the grantor specifically declares under oath, that they [sic] will give the warning rule two point three point referred to in thirteen point of the tax bill (Resolución Miscelánea Fiscal) currently in effect, on or before March 31, 2006.

V.- That I warned the grantor that because he did not evidence his registration with the National Registry of Foreign Investments, I will give the corresponding notice [sic].

VI.- That I warned the grantor that, in its case, he [sic] shall comply with the provisions of article thirty two of the Regulations of the Foreign Investment Law and the National Registry of Foreign Investments.

VII.- Whereas, the grantor declares to be: of Mexican nationality; born in Toluca, Estado de Mexico on the second day of July of the year one thousand nine hundred and seventy three; married; attorney-at-law; having his address at Prolongación Paseo de la Reforma 1015, Torre B, Piso 8, Colonia Desarrollo Santa Fe, Delegación Alvaro Obregón, C.P. 01376, México, D.F.

The grantor declares that, Adam Herbert Clammer, is: of American nationality; born in Laguna Beach, California, United States of America on the twentieth day of August of the year one thousand and seventy; single; having his address at one thousand four hundred fifty Green Streetn number eight, California ninety four thousand one hundred and nine, United States of America; Director.

VIII.- That I had at sight the documents mentioned in

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this instrument.

IX.- That the grantor states that the declarations that he makes in this instrument are made under oath, and that I informed him of the penalties incurred by those who make false declarations.

X.- That I informed the grantor of his right to personally read this instrument and that its contents be explained by me.

XI.- That once this instrument was read and explained to the grantor and having informed him of the value and legal scope of the contents hereof, the grantor acknowledged his consent and stated that he fully understood such contents and signed it on October third of the current year, at the same moment in which I authorize it. I attest.

Signature of Mr. Rafael Gómez Vicencio.

Ángel Gilberto Adame López.

Signature

The Notary stamp.

[Transcript of Article 2554 of Civil Code for the Federal District of Mexico]

PUBLIC INSTRUMENT CONTAINING

THE INCORPORATION OF “ARGOS OPERATING MÉXICO”, SOCIEDAD DE RESPONSABILIDAD LIMITADA DE CAPITAL VARIABLE.-

EX-3.22

Exhibit-3.22

LIBRO TRES. IENA/TSR/IENA.     

INSTRUMENTO CIENTO DIECIOCHO.

MÉXICO, DISTRITO FEDERAL, a veinticuatro de octubre de dos mil cinco.

CELSO DE JESÚS POLA CASTILLO, titular de la notaría número doscientos cuarenta y cuatro del Distrito Federal, hago constar:

A.- EL CAMBIO DE DENOMINACIÓN SOCIAL de “ARGOS OPERATING MEXICO”, SOCIEDAD DE RESPONSABILIDAD LIMITADA DE CAPITAL VARIABLE, por la de “AVAGO TECHNOLOGIES MEXICO”, SOCIEDAD DE RESPONSABILIDAD LIMITADA DE CAPITAL VARIABLE; y

B.- LA REFORMA A LA CLÁUSULA SEGUNDA DE LOS ESTATUTOS SOCIALES de “AVAGO TECHNOLOGIES MEXICO”, SOCIEDAD DE RESPONSABILIDAD LIMITADA DE CAPITAL VARIABLE, que resultan de la protocolización que realizo a solicitud del señor Rafael Gómez Vicencio, al tenor de los siguientes antecedentes y cláusulas:

A N T E C E D E N T E S

I.- Por instrumento número veintisiete mil ciento sesenta y uno, de fecha tres de octubre de dos mil cinco, ante el licenciado Ángel Gilberto Adame López, titular de la notaria número doscientos treinta y tres del Distrito Federal, cuyo primer testimonio se encuentra pendiente de inscripción en el Registro Público de Comercio de esta capital, se constituyó “ARGOS OPERATING MEXICO”, SOCIEDAD DE RESPONSABILIDAD LIMITADA DE CAPITAL VARIABLE, con domicilio en México, Distrito Federal, duración de noventa y nueve años, capital social mínimo de tres mil pesos, moneda nacional, y máximo ilimitado, cláusula de admisión de extranjeros y teniendo por objeto:

1. La manufactura, importación, exportación, compra, venta, distribución, mercadeo y de manera general la

2

comercialización de toda clase de productos, incluyendo productos de semiconductores;

2. Actuar como agente, representante, distribuidor, comisionista o mediador de toda clase de personas, ya sean físicas o morales;

3. Adquirir acciones, intereses, derechos, participaciones o partes sociales en otras entidades mercantiles o civiles, entidades sin fines de lucro, fideicomisos o coinversiones, ya sea formando parte en su constitución o adquiriendo acciones o participaciones en las ya constituidas, y enajenar o traspasar tales acciones, intereses, derechos, participaciones o partes sociales, así como promover y administrar todo tipo de sociedades, entidades, fideicomisos o conversiones;

4. Obtener, adquirir, utilizar o disponer de toda clase de patentes, certificados de invención, marcas, nombres comerciales, derechos de autor o derechos sobre ellos, ya sea en México o en el extranjero;

5. Obtener toda clase de préstamos o créditos con o sin garantía específica y otorgar préstamos a sociedades mercantiles o civiles con las que la sociedad tenga relaciones de negocios;

6. Otorgar toda clase de garantías y avales de obligaciones o títulos de crédito a cargo de sociedades en las que la sociedad tenga interés o participación, así como de obligaciones o títulos de crédito a cargo de otras entidades o personas con las que la sociedad tenga relaciones de negocios, incluyendo sociedades matrices, filiales y subsidiarias;

7. Emitir y girar toda clase de títulos de crédito, aceptarlos y endosarlos, incluyendo obligaciones con o sin garantía hipotecaria o real;

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8. Adquirir en propiedad o en arrendamiento toda clase de bienes muebles o inmuebles, así como derechos reales sobre ellos, que sean necesarios o convenientes para su objeto social o para las operaciones de las sociedades mercantiles o civiles en las que la sociedad tenga interés o participación;

9. Celebrar y/o llevar a cabo, en la República Mexicana o en el extranjero, por cuenta propia o ajena, toda clase de actos principales o accesorios, civiles y comerciales o de cualquier otra índole, inclusive de dominio, contratos o convenios civiles, mercantiles, principales o de garantía, o de cualquier otra índole que estén permitidos por la ley, pudiendo además, bien sea como fiador, aval o con cualquier otro carácter, inclusive el de deudor solidario o mancomunado, garantizar obligaciones y adeudos de terceros, y

10. En general, realizar y celebrar todos los actos y contratos y operaciones conexas, accesorios o accidentales, que sean necesarios o convenientes para la realización de los objetos anteriores.

Y de dicho instrumento copio en lo conducente lo que es del tenor literal siguiente:

ESTATUTOS SOCIALES

-ARGOS OPERATING MEXICO, SOCIEDAD DE RESPONSABILIDAD LIMITADA DE CAPITAL VARIABLE...

CAPITULO VI

ASAMBLEA DE SOCIOS

DECIMO TERCERA. La asamblea de socios es el órgano supremo de la sociedad y sus resoluciones serán obligatorias para todos los socios, aún para los ausentes o disidentes.

4

DECIMO CUARTA. Los asuntos que a continuación se mencionan serán facultad exclusiva de la asamblea de socios:

a) Discutir, aprobar o modificar los estados financieros anuales de la sociedad, y tomar las medidas que juzgue oportunas, en relación con los mismos;

b) Resolver sobre el reparto de utilidades;

c) Designar al vigilante de la sociedad, y a los miembros del consejo de gerentes o al gerente general, según sea el caso, y revocar sus nombramientos;

d) Resolver sobre la división y amortización de las partes sociales;

e) Exigir, en su caso, las aportaciones suplementarias y las prestaciones necesarias;

f) Interponer acciones legales en contra de los socios o los órganos sociales, para exigirles el pago de daños y perjuicios;

g) Modificar el contrato social;

h) Aprobar la cesión de partes sociales y la admisión de nuevos socios;

i) Adoptar resoluciones con respecto a aumentos o reducciones del capital social;

j) Decidir sobre la disolución de la sociedad, y

k) Cualquier otro asunto que, de conformidad con la Ley General de Sociedades Mercantiles o a estos estatutos, esté reservado para la asamblea de socios.

DECIMO QUINTA. Las asambleas de socios y, en general, la adopción de resoluciones por parte de los socios, deberán sujetarse a las siguientes disposiciones:

a) Salvo disposición en contrario establecida en estos estatutos, las asambleas de socios podrán celebrarse a petición de: (i) el vigilante, (ii) cualquier socio o socios que sean propietarios de partes sociales cuyo

5

valor represente por lo menos el treinta y tres por ciento del capital suscrito y pagado de la sociedad, o (iii) cualquier miembro del consejo de gerentes o el gerente único, según sea el caso.

b) Las asambleas de socios deberán celebrarse cuando menos una vez al año, dentro de los cuatro meses siguientes al cierre de cada ejercicio social.

c) Todas las asambleas de socios se celebrarán en el domicilio de la sociedad, salvo caso fortuito o de fuerza mayor.

d) Las convocatorias contendrán, por lo menos, la fecha, hora y lugar de la asamblea, así como el orden del día para la misma y deberán estar firmadas por el secretario o por el vigilante, o en su ausencia, por el juez competente, de conformidad con las disposiciones de la Ley General de Sociedades Mercantiles.

e) Excepto en los casos aquí establecidos, las asambleas de socios serán convocadas mediante aviso por escrito, el cual deberá ser enviado a cada persona que la sociedad reconozca como socio en la fecha en que se emita la convocatoria, con por lo menos 10 (diez) días de anticipación a la fecha de cualquier asamblea, por servicio de mensajería de entrega inmediata con acuse de recibo, enviado a la última dirección que dicho socio haya registrado por escrito con el secretario de la sociedad. Lo anterior en el entendido, sin embargo, de que los socios que residan en el extranjero podrán registrar una segunda dirección dentro de los Estados Unidos Mexicanos, a donde será enviada una copia adicional de la convocatoria.

f) Cualquier asamblea de socios podrá celebrarse sin necesidad de previa convocatoria, y toda asamblea que se suspenda por cualquier razón, podrá reunirse sin previa

6

convocatoria, si los socios que representan la totalidad de las partes sociales con derecho a voto se encuentran presentes o representados en el momento de la votación.

g) Todo socio podrá ser representado en cualquier asamblea de socios por cualquier persona que designe por escrito como su apoderado, con excepción de los miembros del consejo de gerentes o el gerente único, o vigilantes.

h) Salvo en el caso de orden judicial en contrario, para que concurran a cualquier asamblea de socios, la sociedad únicamente reconocerá como socios a aquellas personas físicas o morales cuyos nombres se encuentren inscritos en el libro de registro de socios, y dicha inscripción en el expresado libro será suficiente para permitir la entrada de dicha persona a la asamblea.

i) Las asambleas de socios serán presididas por el presidente del consejo de gerentes o por el gerente único, según sea el caso, asistido del secretario de la sociedad, y a falta de uno u otro o de ambos, actuarán en su lugar como presidente y secretario, según sea el caso, quienes sean designados por la asamblea por simple mayoría de votos.

j) Antes de instalarse la asamblea, la persona que la presida designará uno o más escrutadores que hagan el recuento de las personas presentes en la asamblea, las partes sociales que representen, y el número de votos que cada uno de ellos tenga derecho a emitir.

k) Excepto en los casos en que la Ley General de Sociedades Mercantiles exija unanimidad o el voto de la mayoría de los socios, para considerar legalmente instalada cualquier asamblea de socios, celebrada en primera o ulterior convocatoria deberán estar presentes o representados los propietarios de partes sociales que

7

representen por lo menos el 50% (cincuenta por ciento) del capital social de la sociedad.

l) Cada socio tendrá derecho a emitir un voto en cualquier asamblea de socios, por cada $1.00 (Un Peso 00/100 M.N.) que represente su parte social en el total del capital de la sociedad, con excepción de las partes sociales con derechos especiales y/o limitados que se emitan por resolución de los socios.

m) Una vez comprobada la existencia de quórum para la asamblea, la persona que la presida la declarará legalmente instalada y someterá a su consideración los puntos del orden del día. n) Todas las votaciones serán económicas, a menos que los asistentes que poseen o representen la mayoría de los votos acuerden que el voto sea secreto y por escrito.

n) Todas las votaciones serán económicas as, a menos que los asistentes que poseen o representen la mayoría de los votos acuerden que el voto sea secreto y por escrito.

o) Excepto en los casos en que la Ley General de Sociedades Mercantiles exija unanimidad o el voto de la mayoría de los socios, para la validez de las resoluciones adoptadas en cualquier asamblea de socios, celebrada en primera o ulterior convocatoria, se requerirá el voto afirmativo de las partes sociales que representen por lo menos el 50% (cincuenta por ciento) del capital social de la sociedad.

p) El secretario levantará un acta de cada asamblea de socios, que se asentará en el correspondiente libro de actas y que será firmada, cuando menos, por el presidente y el secretario de la asamblea.

Asimismo, el secretario de la asamblea deberá preparar un expediente que contendrá, por lo menos:

i) Una copia de la convocatoria enviada a cada socio;

ii) Las cartas poder que se hubieren presentado o un extracto de las mismas certificadas por el escrutador o escrutadores;

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iii) Los informes, dictámenes y demás documentos que se hubieren presentado en la asamblea, y

iv) Una copia del acta de la asamblea.

q) Si por cualquier motivo no se instala una asamblea convocada legalmente, este hecho y sus causas se harán constar en el libro de actas, y se formará un expediente de acuerdo con el inciso p) que antecede.

r) De conformidad con lo establecido en el artículo ochenta y dos de la Ley General de Sociedades Mercantiles, los socios podrán adoptar cualquier resolución fuera de asamblea, siempre y cuando emitan su voto por escrito. Para tales efectos, el secretario de la sociedad enviará el texto de las resoluciones correspondientes a los socios a la última dirección que cada socio haya registrado con el secretario de la sociedad. Cada uno de los socios deberá enviar un escrito dirigido al secretario de la sociedad en el cual manifieste su aprobación o rechazo de dichas resoluciones. Para la validez de las resoluciones adoptadas por escrito por los socios fuera de asamblea se observarán los mismos requisitos de votación establecidos en el inciso o) de esta cláusula decimo quinta. El secretario recopilará los documentos que acrediten el voto de los socios con derecho a voto y realizará las anotaciones correspondientes en el libro de actas haciendo constar que dichas resoluciones fueron adoptadas de conformidad con estos estatutos. ...”

II.- Declara el compareciente que los socios de “ARGOS OPERATING MEXICO”, SOCIEDAD DE RESPONSABILIDAD LIMITADA DE CAPITAL VARIABLE, celebraron asamblea general ordinaria y extraordinaria de la que se levantó el acta que el compareciente me exhibe en cinco fojas, que en unión de su respectiva lista de asistencia, agrego en

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copia fotostática al apéndice de este instrumento con la letra “A”, cuyo original obra agregado al apéndice del instrumento número ciento quince, de fecha veintiuno de octubre de dos mil cinco, ante mí, y me pide la protocolice de conformidad con el artículo ciento noventa y cuatro de la Ley General de Sociedades Mercantiles, ya que la sociedad no cuenta por el momento con el libro de actas correspondiente, siendo dicha acta en su parte conducente, del tenor literal siguiente:

“ARGOS OPERATING MEXICO, S. DE R.L. DE C.V.

ASAMBLEA ORDINARIA Y EXTRAORDINARIA DE SOCIOS

En México, D.F., a las 10:00 horas del día 7 de Octubre de 2005, en el domicilio social de Argos Operating Mexico, S. de R.L. de C.V. (la “Sociedad”), se reunieron los socios de la Sociedad por medio de sus representantes según consta en la lista de asistencia que se adjunta, con el objeto de celebrar una asamblea ordinaria y extraordinaria de socios.

El señor Luis Octavio Núñez Orellana presidió la asamblea y el señor Rafael Gómez Vicencio actuó como Secretario, habiendo sido designados para ocupar dichos cargos por el voto unánime de los representantes de los socios de la Sociedad.

El Presidente de la asamblea designó como escrutador a la señorita Sandra Michel Naveda Martínez, quien aceptó el cargo y procedió a desempeñarlo haciendo el recuento de las partes sociales representadas en la asamblea.

Verificado el cómputo, el escrutador informó que los presentes representan las siguientes partes sociales:

SOCIO	PARTES SOCIALES		VALOR
ARGOS GENERAL IP (SINGAPORE) PTE.LTD		1	$	2,999.00

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SOCIO	PARTES SOCIALES		VALOR
Adam Herbert Clammer		1	$	1.00
TOTAL			$	3,000.00

$3,000.00 (Tres mil Pesos 00/100 Moneda Nacional), es decir, la totalidad del capital social de la Sociedad.

Visto el cómputo, el Presidente de la asamblea la declaró legalmente instalada y manifestó que se prescindía de la convocatoria respectiva por estar representados los socios que poseen las partes sociales que representan el 100% del capital social de la Sociedad.

Acto seguido, el Secretario leyó el siguiente:

ORDEN DEL DIA...

1. Discusión y, en su caso, aprobación del cambio de denominación de la Sociedad y reforma conducente de los estatutos sociales. ...

3. Designación de delegados de la asamblea.

A continuación, cada uno de los puntos contenidos en el Orden del Día fue sometido a consideración de los socios de la Sociedad, como sigue:

1. Discusión y, en su caso, aprobación del cambio de denominación de la Sociedad y reforma conducente de sus estatutos sociales.

En desahogo del primer punto del Orden del Día, el Presidente de la asamblea expuso a los representantes de los socios de la Sociedad la conveniencia de cambiar la denominación social de la Sociedad por la de “Avago Technologies Mexico, S. de R.L. de C.V.”. Después de una breve discusión en relación con el cambio de denominación de la Sociedad, los representantes de los socios de la Sociedad adoptaron por unanimidad de votos las siguientes:

RESOLUCIONES

PRIMERA. “SE RESUELVE, cambiar, sujeto a la obtención del permiso correspondiente de la Secretaría de Relaciones

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Exteriores, la denominación social de la Sociedad por la de “Avago Technologies Mexico, S. de R.L. de C.V.” |

SEGUNDA. “SE RESUELVE, modificar la cláusula Segunda de los estatutos sociales de la Sociedad para quedar, a partir de la fecha de protocolización de esta acta de asamblea, como sigue:

“SEGUNDA. La Sociedad se denomina “Avago Technologies Mexico”, denominación que siempre irá seguida de las palabras “Sociedad de Responsabilidad Limitada de Capital Variable” o de su abreviatura “S. de R.L. de C.V.” ...

3. Designación de delegados de la asamblea.

En relación con este asunto del Orden del Día el Presidente de la Asamblea sometió a consideración de los representantes de los socios de la Sociedad, la conveniencia de nombrar delegados que formalicen los acuerdos adoptados por esta Asamblea y para solicitar los permisos necesarios y dar los avisos correspondientes.

Luego de una breve discusión, los representantes de los socios adoptaron de manera unánime la siguiente resolución:

RESOLUCIÓN

QUINTA. “SE RESUELVE autorizar a los señores Luis Octavio Núñez Orellana, Rafael Gómez Vicencio, Sandra Michel Naveda Martínez y Carlos Betanzo Freyssinier para que conjunta o separadamente comparezcan ante la Secretaría de Relaciones Exteriores a efecto de obtener el permiso a que se refiere el artículo 16 de la Ley de Inversión Extranjera, así como para presentar todos los avisos relativos al cambio de denominación social de la Sociedad ante las autoridades competentes.”

SEXTA. “SE RESUELVE que los señores Luis Octavio Núñez Orellana, Víctor Manuel Frías, Rafael Gómez Vicencio y Sandra Michel Naveda Martínez queden autorizados,

12

conjunta o separadamente, para comparecer ante el notario público de su elección, para formalizar en escritura pública el acta correspondiente a esta asamblea y para gestionar la inscripción de la escritura pública respectiva en el Registro Público de Comercio que corresponda.”

No habiendo otro asunto que tratar, se dio por agotado el Orden del Día, levantándose la asamblea después de breve receso para preparar esta acta, la cual fue leída, aprobada y firmada por el Presidente y Secretario de la misma.

Luis Octavio Núñez Orellana — Presidente (Rúbrica) — Rafael Gómez Vicencio — Secretario (Rúbrica)”.

III.- El compareciente me exhibe el permiso otorgado por la Secretaría de Relaciones Exteriores número cero novecientos veintiocho mil novecientos noventa y ocho, de fecha veintiuno de octubre de dos mil cinco, folio número doscientos noventa y cuatro “L” uno “MT” cuatro, expediente número dos cero cero cinco tres siete cero cero dos seis seis cero, en el que se autoriza el cambio de denominación social de “ARGOS OPERATING MEXICO”, SOCIEDAD DE RESPONSABILIDAD LIMITADA DE CAPITAL VARIABLE, por la de “AVAGO TECHNOLOGIES MEXICO”, SOCIEDAD DE RESPONSABILIDAD LIMITADA DE CAPITAL VARIABLE, que agrego al apéndice de este instrumento con la letra “B”.

C L A U S U L A S

PRIMERA.- Queda protocolizada el acta de asamblea general ordinaria y extraordinaria de socios de “ARGOS OPERATING MEXICO”, SOCIEDAD DE RESPONSABILIDAD LIMITADA DE CAPITAL VARIABLE, transcrita en el antecedente segundo de este instrumento, para que surta todos sus efectos legales.

SEGUNDA.- Queda protocolizado el cambio de denominación social de “ARGOS OPERATING MEXICO”, SOCIEDAD DE

13

RESPONSABILIDAD LIMITADA DE CAPITAL VARIABLE por la de “AVAGO TECHNOLOGIES MEXICO”, SOCIEDAD DE RESPONSABILIDAD LIMITADA DE CAPITAL VARIABLE.

TERCERA.- Queda modificada la cláusula segunda de los estatutos sociales de “AVAGO TECHNOLOGIES MEXICO”, SOCIEDAD DE RESPONSABILIDAD LIMITADA DE CAPITAL VARIABLE, para en lo sucesivo quedar de la siguiente manera:

“SEGUNDA. La sociedad se denomina AVAGO TECHNOLOGIES MEXICO, denominación que siempre irá seguida de las palabras “SOCIEDAD DE RESPONSABILIDAD LIMITADA DE CAPITAL VARIABLE” o de su abreviación “S. de R.L. de C.V.”.

YO EL NOTARIO CERTIFICO:

I.- Que me identifiqué plenamente como notario ante el compareciente, a quien conceptúo capacitado legalmente para la celebración de este acto y de quien me aseguré de su identidad conforme a la relación que agrego al apéndice de este instrumento con la letra “C”.

II.- Que declara el compareciente, de manera expresa y bajo protesta de decir verdad, que dará el aviso a que se refiere la regla dos punto tres punto trece de la Resolución Miscelánea Fiscal vigente en el ejercicio, a más tardar el día treinta y uno de marzo del dos mil seis.

III.- Que respecto al aviso a que se refiere el artículo treinta y cuatro de la Ley de Inversión Extranjera, éste ya se envío según consta en el instrumento número ciento quince, de fecha veintiuno de octubre de dos mil cinco, ante mí.

IV.- Que advertí al compareciente que, en su caso, deberá dar cumplimiento a lo dispuesto por el artículo cuarenta y cinco del Reglamento de la Ley de Inversión Extranjera y Registro Nacional de Inversiones Extranjeras.

V.- Que el compareciente declara por sus generales ser:

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Mexicano, originario de Toluca, Estado de México, lugar donde nació el día dos de julio de mil novecientos setenta y tres, casado, con domicilio en Prolongación Paseo de la Reforma número mil quince, piso ocho, colonia Desarrollo Santa Fe, delegación Álvaro Obregón, Distrito Federal, abogado.

VI.- Que tuve a la vista los documentos citados en este instrumento.

VII.- Que no tengo indicio alguno de falsedad de las actas y documentos relacionados en este instrumento.

VIII.- Que manifiesta el compareciente que las declaraciones que realizó en este instrumento, las hizo bajo protesta de decir verdad, y que lo enteré de las penas en que incurren los que declaran con falsedad.

IX.- Que hice saber al compareciente el derecho de leer personalmente este instrumento, y de que su contenido le fuera explicado por mí.

X.- Que leído y explicado este instrumento al compareciente, habiéndole ilustrado acerca del valor, las consecuencias y alcances legales del contenido del mismo, manifestó su conformidad y comprensión plena, y lo firmó el día veinticuatro de octubre del año en curso, mismo momento en que lo autorizo.          Doy fe.

TESTIMONIO DE LA ESCRITURA DE:

EL CAMBIO DE DENOMINACIÓN DE “ARGOS OPERATING MEXICO”, SOCIEDAD DE RESPONSABILIDAD LIMITADA DE CAPITAL VARIABLE POR LA DE “AVAGO TECHNOLOGIES MEXICO”, SOCIEDAD DE RESPONSABILIDAD LIMITADA DE CAPITAL VARIABLE Y LA REFORMA A LA CLÁUSULA SEGUNDA DE LOS ESTATUTOS SOCIALES DE “AVAGO TECHNOLOGIES MEXICO”, SOCIEDAD DE RESPONSABILIDAD LIMITADA DE CAPITAL VARIABLE.-

118.-
3.-
2005.-
PROTOCOLIZACIÓN/IENA
R.P.C.D.F.

ACTA

PERMISO DE S.R.E.

RELACIÓN DE IDENTIDAD

NOTAS

1.

PUBLIC INSTRUMENT CONTAINING

CHANGE OF THE CORPORATE NAME OF “ARGOS OPERATING MÉXICO”, SOCIEDAD DE RESPONSABILIDAD LIMITADA DE CAPITAL VARIABLE TO “AVAGO TECHNOLOGIES MEXICO”, SOCIEDAD DE RESPONSABILIDAD LIMITADA DE CAPITAL VARIABLE AND AMENDMENT TO THE SECOND ARTICLE OF THE BY-LAWS OF “AVAGO TECHNOLOGIES MEXICO”, SOCIEDAD DE RESPONSABILIDAD LIMITADA DE CAPITAL VARIABLE.

2.

[TRANSLATION FROM SPANISH]

BOOK THREE.

INSTRUMENT ONE HUNDRED FIFTEEN.

IN MEXICO CITY, on this twenty four day of October of the year two thousand and five.

CELSO DE JESÚS POLA CASTILLO, Notary Public number two hundred and forty four, hereby attest:

A. THE CHANGE OF THE CORPORATE NAME OF “ARGOS OPERATING MÉXICO”, SOCIEDAD DE RESPONSABILIDAD LIMITADA DE CAPITAL VARIABLE, TO “AVAGO TECHNOLOGIES MEXICO”, SOCIEDAD DE RESPONSABILIDAD LIMITADA DE CAPITAL VARIABLE; and

B. THE AMENDMENT TO ARTICLE SECOND OF THE BY-LAWS OF “AVAGO TECHNOLOGIES MEXICO”, SOCIEDAD DE RESPONSABILIDAD LIMITADA DE CAPITAL VARIABLE, through the formalization of resolution made at the request of Mr. Rafael Gómez Vicencio, in accordance to the following precedents and clauses:

P R E C E D E N T S

I.- By means of public instrument number twenty seven thousand one hundred sixty one, dated October 3, 2005, granted before Mr. Ángel Gilberto Adame López, Notary Public No. 233 for the Federal District, Mexico, whose first original is pending of registration at the Public Registry of Commerce of Mexico City, “ARGOS OPERATING MÉXICO”, SOCIEDAD DE RESPONSABILIDAD LIMITADA DE CAPITAL VARIABLE was incorporated, with domicile in the Federal District, 99 (ninety nine) years of duration, minimum portion of its capital of three thousand pesos, national currency, and unlimited variable portion, foreign

3.

investment admission and with the following purpose:

To manufacture, import, export, purchase, sell, distribute, market and generally to commercialize of any kind of products, including, semicondctor products.

1. To act as agent, representative, distributor, broker, mediator of any kind of entities, either corporate or individuals;

2. To acquire shares, interests, rights, participation or equity interest in other commercial companies, civil entities, non-for-profit entities, trusts or joint ventures, participating in their incorporation or acquiring shares, interests, rights, participations or equity interests in those already incorporated, and to dispose of or transfer such shares, interests, rights, participation or equity interests, as well as to promote and manage all types of such companies, entities, trusts or joint ventures;

3. To acquire, possess, use, and dispose of all kinds of patents, trademarks, trade names, franchises, and any other industrial property rights; either in Mexico or abroad;

4. To borrow money and to enter into all kind of credit agreements, guaranteed or not, and to grant any type of loans to commercial and civil companies with whom the Company might have business relationships;

5. To guarantee or grant collateral for any type of obligations or credit agreements entered into by companies in which the Company might have an interest or participation, or to entities or individuals with whom the Company might have business relations, including

4.

holding companies, affiliates and subsidiaries;

6. To make, draw, issue, accept, endorse, certify, guarantee or otherwise subscribe all kinds of negotiable instruments;

7. To lease or acquire, any kind of chattels or real estate, and all real property rights that might be necessary to carry out its purposes or the purposes of any commercial or civil company in which the Company might have an interest or participation;

8. To enter into and/or carry out, in Mexico or abroad, on its own behalf or for third parties, all kinds of principal or accessory, civil, commercial, and any other kind of acts (including acts of domain), contracts or agreements as permitted by law in the understanding that the corporation shall also be empowered to guarantee third party obligations, either as guarantor, “avalista”, or as joint or several obligor, and

9. In general, to enter and perform any and all acts, agreements and transactions related or accessory, which might be necessary for the performance of the above purposes.

And from this public deed I insert the following excerpt:

BY-LAWS

“ARGOS OPERATING MÉXICO”, SOCIEDAD DE RESPONSABILIDAD LIMITADA DE CAPITAL VARIABLE

CHAPTER VI

PARTNERS MEETINGS

THIRTEENTH. The meeting of partners is the supreme governing body of the Company, and its resolutions shall

5.

be binding upon all partners, including absent or dissenting partners.

FOURTEENTH. The following matters may only be determined by the meeting of partners:

a) Discussion, approval or modification of the financial statements for each fiscal year, and the resolutions with respect thereto;

b) Allocation of profits;

c) Appointment of the Examiner (Vigilante) of the Company, and the members of the Board of Managers or the Sole Manager of the Company, as the case may be, as well as the removal such officers;

d) Approval of any division or amortization of equity interests;

e) Approval for request, in its case, to the partners of the Company any additional contribution;

f) Commencement of legal actions for damages and loss of profit, against the corporate bodies of the Company or any of the partners;

g) Amendment of the by-laws of the Company;

h) Approval of the transfer of equity interests and admission of new partners;

i) Adoption of resolutions in connection with increases or reductions of the corporate capital of the Company;

j) Dissolution of the Company, and

k) Any other matter which, according to the General Law of Commercial Companies or to these by-laws, are expressly reserved for the meeting of partners.

FIFTEENTH. The meeting of partners and, in general, the adoption of resolutions by the partners, shall be subject

6.

to the following rules:

a) Except as otherwise provided herein, meetings of partners may be held upon the request of (i) the Examiner; (ii) any partner(s) owning equity interests equivalent in the aggregate of at least 33% (thirty three percent) of the subscribed paid-in corporate capital of the Company, or (iii) any member of the Board of Managers or the Sole Manager, as the case may be.

b) Meetings of partners shall be held at least once each year within the first four months immediately following the termination of the fiscal year of the Company.

c) All meetings of partners shall be held at the corporate domicile of the Company, except in the event of acts of God or force majeure.

d) The notice of the meetings shall set forth at least the date, hour, place and agenda for the meeting, and shall be signed by the secretary of the Company or by the Examiner, or in their absence, by a judge of competent jurisdiction in accordance with the applicable provisions of the General Law of Commercial Companies.

e) Except in the cases set forth herein, meetings of partners shall be called by written notice given to each person who is recognized by the Company as a partner on the date of the notice, at least 10 (ten) days prior to the date of any meeting, by courier service with immediate delivery service with acknowledgement of receipt requested, to the latest address that such partner shall have filed in writing with the secretary of the Company. It is understood, however, that the

7.

partners residing abroad may file with the secretary a second address in the United Mexican States, to which an additional copy of the notice shall be sent.

f) Any meeting of partners may be held without prior notice, and any partners meeting recessed for any reason may be reconvened without prior notice, if partners owning all of the equity interests entitled to vote at such meeting are present or represented at the moment of voting.

g) Any partner may be represented at any meeting of partners by any person, except members of the Board of Managers, the Sole Manager, or the Examiners, designated in writing as his proxy.

h) Except in the case of a judicial order to the contrary, only those individuals or legal entities whose names are registered in the partners registry book shall be recognized as holders of equity interests of the Company for purposes of attending any meeting of partners, and such registration on the partners registry book shall be sufficient for the admission of such person to the meeting.

i) The Chairman of the Board of Managers or the Sole Manager, as the case may be, shall preside at all meetings of partners assisted by the secretary of the Company. In the absence of any of the foregoing, the persons elected to take their place, by a simple majority vote of the partners present at the meeting, shall act as president and secretary of the meeting.

j) Prior to convening a meeting of partners, the person presiding shall appoint one or more recount clerks to

8.

report as to the persons present at the meeting, the equity interest held or represented by such persons and the number of votes each such person is entitled to cast.

k) Except in such cases in which in accordance with the General Law for Commercial Companies an unanimous vote or the vote of the majority of the partners is required, for a quorum to exist at any meeting of partners held upon first or subsequent call, the holders of equity interests representing at least 50% (fifty percent) of the capital of the Company must be present personally or by proxy.

l) Each partner shall have the right to cast at any meeting of partners one vote per each Mx$1.00 (One Peso 00/100) of its contribution represented by its equity interest, except for equity interests with special and/or limited rights issued by the meeting of partners.

m) Once it has been established that a quorum exists, the person presiding shall declare the meeting legally convened and shall submit the matters on the agenda to the meeting.

n) All votes shall be by hand count, unless the partners representing a majority of the capital of the Company shall agree that the vote be by secret ballot.

o) Except in such cases on which in accordance with the General Law for Commercial Companies an unanimous vote or the vote of the majority of the partners is required, to validly adopt resolutions at any meeting of partners, held upon first or subsequent call, the affirmative vote of equity interests representing at least 50% (fifty percent) of the capital of the Company shall be required.

p) The secretary shall prepare the minutes of each

9.

meeting of partners which shall be transcribed into the appropriate minutes book and which shall be signed by at least the president and the secretary of the meeting.

Likewise, the secretary shall prepare a file that shall contain:

i) a copy of the notice sent to each partner;

ii) proxies submitted or an extract of the proxy documents certified by the recount clerk or clerks;

iii) reports, opinions and other documents submitted to the meeting;

iv) a copy of the minutes of the meeting.

q) If for any reason any meeting of partners for which proper notice was given is not convened, this fact and the reason therefore shall be recorded in the minutes book, and a file prepared as required under paragraph p) above.

r) In accordance with article 82 of the General Law of Commercial Companies, resolutions may be adopted by the unanimous consent of all partners without holding a meeting, provided that they cast their vote in writing. For such purposes, the secretary of the Company shall send the text of the corresponding resolutions to all the partners to the latest address that each partner has registered with the secretary of the Company. Each partner shall send written notice to the secretary of the Company evidencing his approval or rejection to such resolutions. For the validity of resolutions adopted in writing in lieu of a meeting the same voting requirements set fourth in paragraph o) of this section fifteenth shall apply. The secretary shall gather the documents

10.

evidencing the vote of all partners and shall make the corresponding notations in the minutes book evidencing that such resolutions were adopted pursuant to these by-laws. ....”

II. The grantor hereby states that the partners of “ARGOS OPERATING MÉXICO”, SOCIEDAD DE RESPONSABILIDAD LIMITADA DE CAPITAL VARIABLE held an Ordinary and Extraordinary Partners’ Meeting which minutes (consisting of 5 pages) have been provided to me by the grantor along with the respective attendance list, which documents I attach to the appendix of this public instrument marked with the letter “A”, [...] and which I partially transcribe as follows:

ARGOS OPERATING MEXICO, S. DE R.L. DE C.V.

ORDINARY AND EXTRAORDINARY PARTNERS’ MEETING

In Mexico City, at 10:00 hrs., on October 7, 2005, at the corporate domicile of Argos Operating Mexico, S. de R.L. de C.V. (the “Company”), the partners of the Company met by proxy, as stated on the attached attendance list, to hold an ordinary and extraordinary partners’ meeting.

Mr. Luis Octavio Núñez Orellana presided the meeting, and Mr. Rafael Gómez Vicencio acted as Secretary, having been unanimously elected to do so by the unanimous vote of the representatives of the partners of the Company.

The Chairman of the meeting appointed Ms. Sandra Michel Naveda Martínez as recount clerk, and having accepted her appointment, he proceeded to tally the equity interests represented at the meeting.

11.

Upon verification of said tally, the recount clerk reported that those present represent the following equity interests:

Partners	Equity Interests		Value
ARGOS GENERAL IP (SINGAPORE) PTE.LTD		1	$	2,999.00
Adam Herbert Clammer		1	$	1.00
TOTAL			$	3,000.00

$3,000.00 (Three thousand 00/100 Pesos National Currency), that is, the totality of the corporate capital of the Company.

In view of the foregoing report, the Chairman of the meeting stated that a quorum was present, and that, therefore, prior written notice of the meeting was not required since the partners representing the equity interests representing 100% of the corporate capital of the company were represented by proxy.

Immediately thereafter, the Secretary of the meeting read the following:

AGENDA

1. Discussion and, in its case, approval of the change of the corporate name of the Company and corresponding amendment to the by-laws of the Company. [...]

3. Designation of delegates of the meeting.

Thereafter, each item of the Agenda was then submitted for consideration by the representatives of the partners, as follows:

1. Discussion and, in its case, approval of the change of the corporate name of the Company and corresponding amendment to the by-laws of the Company.

12.

In connection with the first item of the Agenda, the Chairman of the meeting explained to the representatives of the partners, the convenience of changing the corporate name of the Company to “Avago Technologies Mexico, S. de R.L. de C.V.”.

After a brief discussion regarding the change of the corporate name of the Company, the representatives of the partners of the Company unanimously adopted the following:

RESOLUTIONS

FIRST. “RESOLVED, to change the corporate name of the Company to “Avago Technologies Mexico, S.A. de C.V.” subject to obtaining the corresponding permit from the Ministry of Foreign Affairs.

SECOND. “RESOLVED, to amend Article Second of the by-laws of the Company to read, as of the date of formalization of these meeting minutes, as follows:

“SECOND. The name of the Company shall be “Avago Technologies Mexico” which shall always be followed by the words “Sociedad de Responsabilidad Limitada de Capital Variable”, or their abbreviation “S. de R.L. de C.V.” [...]

3. Designation of delegates of the Meeting.

In connection with such item of the Agenda, the Chairman of the meeting submitted for the consideration of the representatives of the partners of the Company the convenience of appointing delegates that could formalize the resolutions adopted by this meeting and to request all necessary permits and to file all appropriate notices.

13.

After a brief discussion, the representatives of the partners of the Company unanimously adopted the following:

RESOLUTION

FIFTH. “RESOLVED, to authorize Messrs. Luis Octavio Núñez Orellana, Rafael Gómez Vicencio, Sandra Michel Naveda Martínez and Carlos Betanzo Freyssinier to jointly or severally appear before the Ministry of Foreign Affairs in order to obtain the permit referred to in article 16 of the Foreign Investment Law, as well as to file all notices related to the change of the corporate name of the Company before any competent authority.”

SIXTH. “RESOLVED that Messrs. Luis Octavio Núñez Orellana, Víctor Manuel Frías, Rafael Gómez Vicencio and Sandra Michel Naveda Martínez are hereby authorized, to jointly or severally appear before a Notary Public of their choice, to formalize the minutes of this meeting and to record the corresponding public instrument at the appropriate Public Registry of Commerce.”

There being no further items on the Agenda and no other matters to be discussed, the meeting was adjourned after a recess for these minutes to be prepared and having read them, the Chairman and the Secretary approved and signed them.

Luis Octavio Núñez Orillan	Chairman	Signature
Rafael Gómez Vicencio	Secretary	Signature

III.- The grantor has presented the permit granted by the Ministry of Foreign Affairs, number zero nine hundred twenty eight thousand nine hundred ninety eight, dated October 21, 2005, folio number two hundred ninety four

14.

“L” one “MT” four, file number two zero zero five three seven zero zero two six six zero, in which the change of the corporate name of “ARGOS OPERATING MÉXICO”, SOCIEDAD DE RESPONSABILIDAD LIMITADA DE CAPITAL VARIABLE to “AVAGO TECHNOLOGIES MEXICO”, SOCIEDAD DE RESPONSABILIDAD LIMITADA DE CAPITAL VARIABLE is authorized, which permit I attach to the appendix of this public instrument marked with the letter “B”.

CLAUSES

FIRST.- The General Ordinary and Extraordinary Partners’ Meeting Minutes of “ARGOS OPERATING MÉXICO”, SOCIEDAD DE RESPONSABILIDAD LIMITADA DE CAPITAL VARIABLE transcribed in the second precedent of this public instrument, is hereby formalized.

SECOND.- The change of the corporate name of “ARGOS OPERATING MÉXICO”, SOCIEDAD DE RESPONSABILIDAD LIMITADA DE CAPITAL VARIABLE to “AVAGO TECHNOLOGIES MEXICO”, SOCIEDAD DE RESPONSABILIDAD LIMITADA DE CAPITAL VARIABLE, is hereby formalized.

THIRD.- The amendment to article second of the by-laws of the company “AVAGO TECHNOLOGIES MEXICO”, SOCIEDAD DE RESPONSABILIDAD LIMITADA DE CAPITAL VARIABLE, is hereby formalized. The amendment to read as follows:

“SECOND. The name of the Company shall be “Avago Technologies Mexico” which shall always be followed by the words “Sociedad de Responsabilidad Limitada de Capital Variable”, or their abbreviation “S. de R.L. de C.V.”

I, THE NOTARY, CERTIFY:

I.- That I clearly identified myself as notary to the

15.

grantor, who I perceive to be legally capable to execute this instrument, and that I corroborated his identity as set forth in the document that I attach to the appendix of this instrument marked with the letter “C”.

II.- That the grantor specifically declares under oath, that they [sic] will give the warning rule two point three point referred to in thirteen point of the tax bill (Resolución Miscelánea Fiscal) currently in effect, on or before March 31, 2006.

III.- That pursuant to the previsions of article thirty four of the Foreign Investment Law, the warning was sent according to the public instrument number one hundred fifteen, before me in October 21, 2005.

IV.- That I warned the grantor that, in its case, he [sic] shall comply with the provisions of article thirty two of the Regulations of the Foreign Investment Law and the National Registry of Foreign Investments.

V.- Whereas, the grantor declares to be: of Mexican nationality; born in Toluca, Estado de Mexico on the second day of July of the year one thousand nine hundred and seventy three; married; attorney-at-law; having his address at Prolongación Paseo de la Reforma 1015, Torre B, Piso 8, Colonia Desarrollo Santa Fe, Delegación Alvaro Obregón, C.P. 01376, México, D.F.

VI.- That I had at sight the documents mentioned in this instrument.

VII.- That I have no evidence that the minutes and documents referent to in this public instrument are false.

VIII.- That the grantor states that the declarations that

16.

he makes in this instrument are made under oath, and that I informed him of the penalties incurred by those who make false declarations.

IX.- That I informed the grantor of his right to personally read this instrument and that its contents be explained by me.

X.- That once this instrument was read and explained to the grantor and having informed him of the value and legal scope of the contents hereof, the grantor acknowledged his consent and stated that he fully understood such contents and signed it on October third of the current year, at the same moment in which I authorize it. I attest.

Signature of Mr. Rafael Gómez Vicencio.

Celso de Jesús Pola Castillo.

Signature

The Notary stamp.

EX-3.23

Exhibit-3.23

CERTIFICATE OF INCORPORATION

OF

AVAGO TECHNOLOGIES SENSOR (U.S.A.) INC.

ARTICLE I

     The name of the corporation is Avago Technologies Sensor (U.S.A.) Inc. (the “Corporation”).

ARTICLE II

     The address of this Corporation’s registered office in the State of Delaware is 2711 Centerville Road, in the City of Wilmington, County of Newcastle. The name of its registered agent at such address is Corporation Service Company.

ARTICLE III

     The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

ARTICLE IV

     The total number of shares of all classes of stock that the corporation shall have authority to issue is One Thousand (1,000), all of which shall be designated common stock with a par value of $0.001 per share.

ARTICLE V

     The name and mailing address of the incorporator is:

Adam M. Saltzman
Latham & Watkins LLP
505 Montgomery Street, Suite 2000
San Francisco, CA 94111-2562

ARTICLE VI

     In furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized to adopt, amend or repeal the bylaws of the Corporation.

ARTICLE VII

     Election of directors need not be by written ballot unless the Bylaws of the Corporation shall so provide.

ARTICLE VIII

     No director of this Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the General Corporation Law of the State of Delaware or (iv) for any transaction from which the director derived an improper personal benefit.

[Remainder of Page Intentionally Left Blank; Signature Page Follows]

-2-

\

     I, THE UNDERSIGNED, being the sole incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, do make this certificate, herein declaring and certifying that this is my act and deed and the facts herein stated are true, and accordingly have hereunto set my hand this 28^th day of February, 2006.

/s/ Adam M. Saltzman

Adam M. Saltzman

Incorporator

-3-

EX-3.24

Exhibit-3.24

BYLAWS

OF

AVAGO TECHNOLOGIES SENSOR (U.S.A.) INC.

TABLE OF CONTENTS

	Page
ARTICLE I. CORPORATE OFFICES		1
1.1 Registered Office		1
1.2 Other Offices		1
ARTICLE II. MEETINGS OF STOCKHOLDERS		1
2.1 Place of Meetings		1
2.2 Annual Meeting		1
2.3 Special Meeting		1
2.4 Notice of Stockholders’ Meetings		2
2.5 Manner of Giving Notice; Affidavit of Notice		2
2.6 Quorum		2
2.7 Adjourned Meeting; Notice		2
2.8 Conduct of Business		2
2.9 Voting		3
2.10 Waiver of Notice		3
2.11 Stockholder Action by Written Consent Without a Meeting		3
2.12 Record Date for Stockholder Notice; Voting; Giving Consents		3
2.13 Proxies		4
ARTICLE III. DIRECTORS		4
3.1 Powers		4
3.2 Number of Directors		5
3.3 Qualification, Election and Term of Office of Directors		5
3.4 Place of Meetings; Meetings by Telephone		5
3.5 Regular Meetings		5
3.6 Special Meetings; Notice		6
3.7 Quorum		6
3.8 Waiver of Notice		6
3.9 Board Action by Written Consent Without a Meeting		7
3.10 Fees and Compensation of Directors		7
3.11 Approval of Loans to Officers		7
3.12 Removal of Directors		7
ARTICLE IV. COMMITTEES		7

	Page
4.1 Committees of Directors		7
4.2 Committee Minutes		8
4.3 Meetings and Action of Committees		8
ARTICLE V. OFFICERS		9
5.1 Officers		9
5.2 Appointment of Officers		9
5.3 Subordinate Officers		9
5.4 Removal and Resignation of Officers		9
5.5 Vacancies in Offices		10
5.6 Chairman of the Board		10
5.7 President		10
5.8 Chief Executive Officer		10
5.9 Vice Presidents		10
5.10 Secretary		11
5.11 Assistant Secretary		11
5.12 Treasurer/Chief Financial Officer		11
5.13 Representation of Shares of Other Corporations		12
5.14 Authority and Duties of Officers		12
ARTICLE VI. INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND OTHER AGENTS		12
6.1 Indemnification of Directors and Officers		12
6.2 Indemnification of Others		12
6.3 Payment of Expenses in Advance		13
6.4 Indemnity Not Exclusive		13
6.5 Insurance		13
6.6 Conflicts		13
ARTICLE VII. RECORDS AND REPORTS		14
7.1 Maintenance and Inspection of Records		14
7.2 Inspection by Directors		14
7.3 Annual Statement to Stockholders		14
ARTICLE VIII. GENERAL MATTERS		14
8.1 Checks		14

ii

	Page
8.2 Execution of Corporate Contracts and Instruments		15
8.3 Stock Certificates; Partly Paid Shares		15
8.4 Special Designation on Certificates		15
8.5 Lost Certificates		16
8.6 Construction; Definitions		16
8.7 Dividends		16
8.8 Fiscal Year		16
8.9 Seal		16
8.10 Transfer of Stock		17
8.11 Stock Transfer Agreements		17
8.12 Registered Stockholders		17
ARTICLE IX. AMENDMENTS		17

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BYLAWS

OF

AVAGO TECHNOLOGIES SENSOR (U.S.A.) INC.

ARTICLE I.
CORPORATE OFFICES

          1.1 Registered Office

          The registered office of the corporation shall be in the City of Wilmington, County of Newcastle. The name of its registered agent at such address is Corporation Service Company.

          1.2 Other Offices

          The corporation shall also have and maintain an office or principal place of business at such place as may be fixed by the Board of Directors, and may also have offices at such other places, both within and without the State of Delaware, as the Board of Directors may from time to time determine or the business of the corporation may require.

ARTICLE II.
MEETINGS OF STOCKHOLDERS

          2.1 Place of Meetings

          Meetings of stockholders shall be held at any place, within or outside the State of Delaware, as shall be designated by the Board of Directors. Meetings of stockholders may also be held by means of remote communication as provided under the Delaware General Corporation Law.

          2.2 Annual Meeting

          The annual meeting of stockholders shall be held each year on a date and at a time designated by the Board of Directors. At the meeting, directors shall be elected and any other proper business may be transacted.

          2.3 Special Meeting

          A special meeting of the stockholders may be called at any time by a majority of the Board of Directors, or by the chairman of the board, or by the chief executive officer or the president of the corporation.

          2.4 Notice of Stockholders’ Meetings

          All notices of meetings with stockholders shall be in writing and shall be sent or otherwise given in accordance with Section 2.5 of these bylaws not less than ten (10) nor more than sixty (60) days before the date of the meeting to each stockholder entitled to vote at such meeting. The notice shall be given in writing or by electronic transmission and shall specify the place, date, and hour of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called.

          2.5 Manner of Giving Notice; Affidavit of Notice

          Written notice of any meeting of stockholders, if mailed, is given when deposited in the United States mail, postage prepaid, directed to the stockholder at his address as it appears on the records of the corporation. An affidavit of the secretary or an assistant secretary or of the transfer agent of the corporation that the notice has been given shall, in the absence of fraud, be prima facie evidence of the facts stated therein.

          2.6 Quorum

          The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the certificate of incorporation. If, however, such quorum is not present or represented at any meeting of the stockholders, then either (a) the chairman of the meeting or (b) the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present or represented. At such adjourned meeting at which a quorum is present or represented, any business may be transacted that might have been transacted at the meeting as originally noticed.

          2.7 Adjourned Meeting; Notice

          When a meeting is adjourned to another time or place, unless these bylaws otherwise require, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting the corporation may transact any business that might have been transacted at the original meeting. If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

          2.8 Conduct of Business

          The chairman of any meeting of stockholders shall determine the order of business and the procedure at the meeting, including such regulation of the manner of voting and the conduct of business.

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          2.9 Voting

          The stockholders entitled to vote at any meeting of stockholders shall be determined in accordance with the provisions of Section 2.12 of these bylaws, subject to the provisions of Sections 217 and 218 of the General Corporation Law of Delaware (relating to voting rights of fiduciaries, pledgors and joint owners of stock and to voting trusts and other voting agreements).

          Except as provided in the certificate of incorporation, each stockholder shall be entitled to one vote for each share of capital stock held by such stockholder.

          2.10 Waiver of Notice

          Whenever notice is required to be given under any provision of the General Corporation Law of Delaware or of the certificate of incorporation or these bylaws, a written waiver thereof, signed by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders need be specified in any written waiver of notice unless so required by the certificate of incorporation or these bylaws.

          2.11 Stockholder Action by Written Consent Without a Meeting

          Unless otherwise provided in the certificate of incorporation, any action required to be taken at any annual or special meeting of stockholders of the corporation, or any action that may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice, and without a vote if a consent in writing, setting forth the action so taken, is signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.

          Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing. If the action which is consented to is such as would have required the filing of a certificate under any section of the General Corporation Law of Delaware if such action had been voted on by stockholders at a meeting thereof, then the certificate filed under such section shall state, in lieu of any statement required by such section concerning any vote of stockholders, that written notice and written consent have been given as provided in Section 228 of the General Corporation Law of Delaware.

          2.12 Record Date for Stockholder Notice; Voting; Giving Consents

          In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or entitled to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in

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respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other action.

          If the Board of Directors does not so fix a record date:

          (i) The record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held.

          (ii) The record date for determining stockholders entitled to express consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is necessary, shall be the day on which the first written consent is expressed.

          (iii) The record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

          A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

          2.13 Proxies

          Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for him by a written proxy, signed by the stockholder and filed with the secretary of the corporation, but no such proxy shall be voted or acted upon after three (3) years from its date, unless the proxy provides for a longer period. A proxy shall be deemed signed if the stockholder’s name is placed on the proxy (whether by manual signature, typewriting, telegraphic transmission or otherwise) by the stockholder or the stockholder’s attorney-in-fact. The revocability of a proxy that states on its face that it is irrevocable shall be governed by the provisions of Section 212(c) of the General Corporation Law of Delaware.

ARTICLE III.
DIRECTORS

          3.1 Powers

          Subject to the provisions of the General Corporation Law of Delaware and any limitations in the certificate of incorporation or these bylaws relating to action required to be approved by the stockholders or by the outstanding shares, the business and affairs of the corporation shall be managed and all corporate powers shall be exercised by or under the direction of the Board of Directors.

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          3.2 Number of Directors

          The exact number of directors that shall comprise the corporation’s Board of Directors shall be determined from time to time by resolution adopted by the Board of Directors. Until otherwise determined by such resolution, the Board shall initially consist of two (2) directors.

          No reduction of the authorized number of directors shall have the effect of removing any director before that director’s term of office expires.

          3.3 Qualification, Election and Term of Office of Directors

          The directors need not be stockholders. The directors shall be elected at the annual meeting of the stockholders, except as provided in Section 2 of this Article, and each director elected shall hold office until his successor is elected and qualified or until his or her death, resignation or removal. Elections of directors need not be by written ballot.

          Subject to the rights of the holders of any series of Preferred Stock then outstanding, newly created directorships resulting from any increase in the authorized number of directors or any vacancies in the Board of Directors resulting from death, resignation, retirement, disqualification, removal from office or other cause may be filled only by a majority vote of the directors then in office even though less than a quorum, or by a sole remaining director. No decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent director.

          There shall be no right with respect to shares of stock of the corporation to cumulate votes in the election of directors.

          3.4 Place of Meetings; Meetings by Telephone

          The Board of Directors of the corporation may hold meetings, both regular and special, either within or outside the State of Delaware.

          Unless otherwise restricted by the certificate of incorporation or these bylaws, members of the Board of Directors, or any committee designated by the Board of Directors, may participate in a meeting of the Board of Directors, or any committee, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.

          3.5 Regular Meetings

          Regular meetings of the Board of Directors may be held without notice at such time and at such place as shall from time to time be determined by the board.

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          3.6 Special Meetings; Notice

          Special meetings of the board for any purpose or purposes may be called at any time by the chairman of the board, the president, the secretary or any one (1) director.

          Notice of the time and place of special meetings shall be delivered personally or by telephone, telegram, facsimile or electronic mail, or similar electronic transmission, to each director or sent by first-class mail, telegram, facsimile or electronic mail, or similar electronic transmission, charges prepaid, addressed to each director at that director’s address as it is shown on the records of the corporation. If the notice is mailed, it shall be deposited in the United States mail at least four (4) days before the time of the holding of the meeting. If the notice is delivered personally or by telephone, telegram, facsimile or electronic mail, or similar electronic transmission, it shall be at least forty-eight (48) hours before the time of the holding of the meeting. Any oral notice given personally or by telephone may be communicated either to the director or to a person at the office of the director who the person giving the notice has reason to believe will promptly communicate it to the director. The notice need not specify the purpose or the place of the meeting, if the meeting is to be held at the principal executive office of the corporation.

          3.7 Quorum

          At all meetings of the Board of Directors, a majority of the authorized number of directors shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically provided by statute or by the certificate of incorporation. If a quorum is not present at any meeting of the Board of Directors, then the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present.

          A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of directors, if any action taken is approved by at least a majority of the required quorum for that meeting.

          3.8 Waiver of Notice

          Whenever notice is required to be given under any provision of the General Corporation Law of Delaware or of the certificate of incorporation or these bylaws, a written waiver thereof, signed by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the directors, or members of a committee of directors, need be specified in any written waiver of notice unless so required by the certificate of incorporation or these bylaws.

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          3.9 Board Action by Written Consent Without a Meeting

          Unless otherwise restricted by the certificate of incorporation or these bylaws, any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting if all members of the board or committee, as the case may be, consent thereto in writing or electronic transmission and the writing or writings, or electronic transmission or transmissions, are filed with the minutes of proceedings of the board or committee. Written consents representing actions taken by the board or committee may be executed by telecopy or other facsimile transmission, and such facsimile shall be valid and binding to the same extent as if it were an original.

          3.10 Fees and Compensation of Directors

          Unless otherwise restricted by the certificate of incorporation or these bylaws, the Board of Directors shall have the authority to fix the compensation of directors. No such compensation shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor.

          3.11 Approval of Loans to Officers

          The corporation may lend money to, or guarantee any obligation of, or otherwise assist any officer or other employee of the corporation or of its subsidiary, including any officer or employee who is a director of the corporation or its subsidiary, whenever, in the judgment of the directors, such loan, guaranty or assistance may reasonably be expected to benefit the corporation. The loan, guaranty or other assistance may be with or without interest and may be unsecured, or secured in such manner as the Board of Directors shall approve, including, without limitation, a pledge of shares of stock of the corporation. Nothing in this section contained shall be deemed to deny, limit or restrict the powers of guaranty or warranty of the corporation at common law or under any statute.

          3.12 Removal of Directors

          The holders of a majority of the shares then entitled to vote at any meeting of stockholders may remove, with or without cause, a director or directors from the Board of Directors of the corporation.

          No reduction in the authorized number of directors shall have the effect of removing any director prior to the expiration of such director’s term of office.

ARTICLE IV.
COMMITTEES

          4.1 Committees of Directors

          The Board of Directors may, by resolution passed by a majority of the whole board, designate one or more committees, with each committee to consist of one or more of the directors of the corporation. The board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting

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of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board of Directors or in the bylaws of the corporation, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers that may require it; but no such committee shall have the power or authority to (i) amend the certificate of incorporation (except that a committee may, to the extent authorized in the resolution or resolutions providing for the issuance of shares of stock adopted by the Board of Directors as provided in Section 151(a) of the General Corporation Law of Delaware, fix the designations and any of the preferences or rights of such shares relating to dividends, redemption, dissolution, any distribution of assets of the corporation or the conversion into, or the exchange of such shares for, shares of any other class or classes or any other series of the same or any other class or classes of stock of the corporation), (ii) adopt an agreement of merger or consolidation under Sections 251 or 252 of the General Corporation Law of Delaware, (iii) recommend to the stockholders the sale, lease or exchange of all or substantially all of the corporation’s property and assets, (iv) recommend to the stockholders a dissolution of the corporation or a revocation of a dissolution, or (v) amend the bylaws of the corporation; and, unless the board resolution establishing the committee, the bylaws or the certificate of incorporation expressly so provide, no such committee shall have the power or authority to declare a dividend, to authorize the issuance of stock, or to adopt a certificate of ownership and merger pursuant to Section 253 of the General Corporation Law of Delaware.

          4.2 Committee Minutes

          Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors when required.

          4.3 Meetings and Action of Committees

          Meetings and actions of committees shall be governed by, and held and taken in accordance with, the provisions of Article III of these bylaws, Section 3.4 (place of meetings and meetings by telephone), Section 3.5 (regular meetings), Section 3.6 (special meetings and notice), Section 3.7 (quorum), Section 3.8 (waiver of notice) and Section 3.9 (action without a meeting), with such changes in the context of those bylaws as are necessary to substitute the committee and its members for the Board of Directors and its members; provided, however, that the time of regular meetings of committees may also be called by resolution of the Board of Directors and that notice of special meetings of committees shall also be given to all alternate members, who shall have the right to attend all meetings of the committee. The Board of Directors may adopt rules for the government of any committee not inconsistent with the provisions of these bylaws.

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ARTICLE V.
OFFICERS

          5.1 Officers

          The officers of this corporation shall be chosen by the Board of Directors and shall include a Chairman of the Board of Directors or a President, or both, and a Secretary. The corporation may also have at the discretion of the Board of Directors such other officers as are desired, including a Vice Chairman of the Board of Directors, a Chief Executive Officer, a Treasurer and/or Chief Financial Officer, one or more Vice Presidents, one or more Assistant Treasurers and/or Chief Financial Officers, one or more Assistant Secretaries, and such other officers as may be appointed in accordance with the provisions of Section 5.2. In the event there are two or more Vice Presidents, then one or more may be designated as Executive Vice President, Senior Vice President, or other similar or dissimilar title. At the time of the election of officers, the directors may by resolution determine the order of their rank. Any number of offices may be held by the same person, unless the Certificate of Incorporation or these Bylaws otherwise provide.

          5.2 Appointment of Officers

          The officers of the corporation, except such officers as may be appointed in accordance with the provisions of Sections 5.3 or 5.5 of these bylaws, shall be chosen by the Board of Directors, subject to the rights, if any, of an officer under any contract of employment.

          5.3 Subordinate Officers

          The Board of Directors may appoint, or empower the chief executive officer or the president to appoint, such other officers and agents as the business of the corporation may require, each of whom shall hold office for such period, have such authority, and perform such duties as are provided in these bylaws or as the Board of Directors may from time to time determine.

          5.4 Removal and Resignation of Officers

          Subject to the rights, if any, of an officer under any contract of employment, any officer may be removed, either with or without cause, by an affirmative vote of the majority of the Board of Directors at any regular or special meeting of the board or, except in the case of an officer chosen by the Board of Directors, by any officer upon whom such power of removal may be conferred by the Board of Directors.

          Any officer may resign at any time by giving written notice to the corporation. Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the corporation under any contract to which the officer is a party.

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          5.5 Vacancies in Offices

          Any vacancy occurring in any office of the corporation shall be filled by the Board of Directors.

          5.6 Chairman of the Board

          The chairman of the board, if such an officer be elected, shall, if present, preside at meetings of the Board of Directors and exercise and perform such other powers and duties as may from time to time be assigned to him by the Board of Directors or as may be prescribed by these bylaws. If there is no president, then the chairman of the board shall also be the chief executive officer of the corporation and shall have the powers and duties prescribed in Section 5.7 of these bylaws.

          5.7 President

          Subject to such supervisory powers, if any, as may be given by the Board of Directors to the chairman of the board or the chief executive officer, the president of the corporation shall have general supervision, direction and control of the business and officers of the corporation. The president shall have the general powers and duties of management usually vested in the office of president of a corporation and shall have such other powers and duties as may be prescribed by the Board of Directors or these bylaws.

          5.8 Chief Executive Officer

          Subject to such supervisory powers, if any, as may be given by the Board of Directors to the chairman of the board, the chief executive officer of the corporation shall, subject to the control of the Board of Directors, have general supervision, direction and control of the business and officers of the corporation. The chief executive officer shall preside at all meetings of the stockholders and, in the absence or nonexistence of a chairman of the board, at all meetings of the Board of Directors. The chief executive officer shall have the general powers and duties of management usually vested in the office of chief executive officer of a corporation and shall have such other powers and duties as may be prescribed by the Board of Directors or these bylaws.

          5.9 Vice Presidents

          In the absence or disability of the chief executive officer and president, the vice presidents, if any, in order of their rank as fixed by the Board of Directors or, if not ranked, a vice president designated by the Board of Directors, shall perform all the duties of the president and when so acting shall have all the powers of, and be subject to all the restrictions upon, the president. The vice presidents shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively by the Board of Directors, these bylaws, the president or the chairman of the board.

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          5.10 Secretary

          The secretary shall keep or cause to be kept, at the principal executive office of the corporation or at such other place as the Board of Directors may direct, a book of minutes of all meetings and actions of directors, committees of directors, and stockholders. The minutes shall show the time and place of each meeting, the names of those present at directors’ meetings or committee meetings, the number of shares present or represented at stockholders’ meetings, and the proceedings thereof.

          The secretary shall keep, or cause to be kept, at the principal executive office of the corporation or at the office of the corporation’s transfer agent or registrar, as determined by resolution of the Board of Directors, a share register, or a duplicate share register, showing the names of all stockholders and their addresses, the number and classes of shares held by each, the number and date of certificates evidencing such shares, and the number and date of cancellation of every certificate surrendered for cancellation.

          The secretary shall give, or cause to be given, notice of all meetings of the stockholders and of the Board of Directors required to be given by law or by these bylaws. The secretary shall keep the seal of the corporation, if one be adopted, in safe custody and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or by these bylaws.

          5.11 Assistant Secretary

          The assistant secretary, or if there be more than one, the Assistant Secretaries in the order determined by the Board of Directors, or if there be no such determination, the Assistant Secretary designated by the Board of Directors, shall, in the absence or disability of the Secretary, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

          5.12 Treasurer/Chief Financial Officer

          The chief financial officer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital retained earnings, and shares. The books of account shall at all reasonable times be open to inspection by any director.

          The chief financial officer shall deposit all moneys and other valuables in the name and to the credit of the corporation with such depositories as may be designated by the Board of Directors. The chief financial officer shall disburse the funds of the corporation as may be ordered by the Board of Directors, shall render to the president and directors, whenever they request it, an account of all his or her transactions as chief financial officer and of the financial condition of the corporation, and shall have other powers and perform such other duties as may be prescribed by the Board of Directors or by the bylaws.

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          5.13 Representation of Shares of Other Corporations

          The chairman of the board, the chief executive officer, the president, any vice president, the chief financial officer, the treasurer, the secretary or any assistant secretary of this corporation, or any other person authorized by the Board of Directors, is authorized to vote, represent, and exercise on behalf of this corporation all rights incident to any and all shares of any other corporation or corporations standing in the name of this corporation. The authority granted herein may be exercised either by such person directly or by any other person authorized to do so by proxy or power of attorney duly executed by such person having the authority.

          5.14 Authority and Duties of Officers

          In addition to the foregoing authority and duties, all officers of the corporation shall respectively have such authority and perform such duties in the management of the business of the corporation as may be designated from time to time by the Board of Directors or the stockholders.

ARTICLE VI.
INDEMNIFICATION OF DIRECTORS, OFFICERS,
EMPLOYEES AND OTHER AGENTS

          6.1 Indemnification of Directors and Officers

          The corporation shall, to the maximum extent and in the manner permitted by the General Corporation Law of Delaware, indemnify each of its directors and officers against expenses (including attorneys’ fees), judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with any proceeding, arising by reason of the fact that such person is or was an agent of the corporation. For purposes of this Section 6.1, a “director” or “officer” of the corporation includes any person (i) who is or was a director or officer of the corporation, (ii) who is or was serving at the request of the corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, or (iii) who was a director or officer of a corporation which was a predecessor corporation of the corporation or of another enterprise at the request of such predecessor corporation.

          6.2 Indemnification of Others

          The corporation shall have the power, to the extent and in the manner permitted by the General Corporation Law of Delaware, to indemnify each of its employees and agents (other than directors and officers) against expenses (including attorneys’ fees), judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with any proceeding, arising by reason of the fact that such person is or was an agent of the corporation. For purposes of this Section 6.2, an “employee” or “agent” of the corporation (other than a director or officer) includes any person (i) who is or was an employee or agent of the corporation, (ii) who is or was serving at the request of the corporation as an employee or agent of another corporation, partnership, joint venture, trust or other enterprise, or (iii) who was an employee or agent of a corporation which was a predecessor corporation of the corporation or of another enterprise at the request of such predecessor corporation.

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          6.3 Payment of Expenses in Advance

          Expenses incurred in defending any action or proceeding for which indemnification is required pursuant to Section 6.1 or for which indemnification is permitted pursuant to Section 6.2 following authorization thereof by the Board of Directors shall be paid by the corporation in advance of the final disposition of such action or proceeding upon receipt of an undertaking by or on behalf of the indemnified party to repay such amount if it shall ultimately be determined that the indemnified party is not entitled to be indemnified as authorized in this Article 6.

          6.4 Indemnity Not Exclusive

          The indemnification provided by this Article 6 shall not be deemed exclusive of any other rights which those seeking indemnification may be entitled under any bylaw, agreement, vote of shareholders or disinterested directors or otherwise, both as to action in an official capacity and as to action in another capacity while holding such office, to the extent that additional rights to indemnification are authorized in the certificate of incorporation.

          6.5 Insurance

          The corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the corporation would have the power to indemnify him against such liability under the provisions of the General Corporation Law of Delaware.

          6.6 Conflicts

          No indemnification or advance shall be made under this Article 6, except where such indemnification or advance is mandated by law or the order, judgment or decree of any court of competent jurisdiction, in any circumstance where it appears:

          (i) That it would be inconsistent with a provision of the certificate of incorporation, these bylaws, a resolution of the stockholders or an agreement in effect at the time of the accrual of the alleged cause of the action asserted in the proceeding in which the expenses were incurred or other amounts were paid, which prohibits or otherwise limited indemnification; or

          (ii) That it would be inconsistent with any condition expressly imposed by a court in approving a settlement.

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ARTICLE VII.
RECORDS AND REPORTS

          7.1 Maintenance and Inspection of Records

          The corporation shall, either at its principal executive office or at such place or places as designated by the Board of Directors, keep a record of its shareholders listing their names and addresses and the number and class of shares held by each shareholder, a copy of these bylaws as amended to date, accounting books, and other records.

          Any stockholder of record, in person or by attorney or other agent, shall, upon written demand under oath stating the purpose thereof, have the right during the usual hours for business to inspect for any proper purpose the corporation’s stock ledger, a list of its stockholders, and its other books and records and to make copies or extracts therefrom. A proper purpose shall mean a purpose reasonably related to such person’s interest as a stockholder. In every instance where an attorney or other agent is the person who seeks the right to inspection, the demand under oath shall be accompanied by a power of attorney or such other writing that authorizes the attorney or other agent to so act on behalf of the stockholder. The demand under oath shall be directed to the corporation at its registered office in Delaware or at its principal place of business.

          7.2 Inspection by Directors

          Any director shall have the right to examine the corporation’s stock ledger, a list of its stockholders, and its other books and records for a purpose reasonably related to his position as a director. The Court of Chancery is hereby vested with the exclusive jurisdiction to determine whether a director is entitled to the inspection sought. The Court may summarily order the corporation to permit the director to inspect any and all books and records, the stock ledger, and the stock list and to make copies or extracts therefrom. The Court may, in its discretion, prescribe any limitations or conditions with reference to the inspection, or award such other and further relief as the Court may deem just and proper.

          7.3 Annual Statement to Stockholders

          The Board of Directors shall present at each annual meeting, and at any special meeting of the stockholders when called for by the vote of the stockholders, a full and clear statement of the business and condition of the corporation.

ARTICLE VIII.
GENERAL MATTERS

8.1 Checks

     From time to time, the Board of Directors shall determine by resolution which person or persons may sign or endorse all checks, drafts, other orders for payment of money,

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notes or other evidences of indebtedness that are issued in the name of or payable to the corporation, and only the persons so authorized shall sign or endorse those instruments.

          8.2 Execution of Corporate Contracts and Instruments

          The Board of Directors, except as otherwise provided in these bylaws, may authorize any officer or officers, or agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the corporation; such authority may be general or confined to specific instances. Unless so authorized or ratified by the Board of Directors or within the agency power of an officer, no officer, agent or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or for any amount.

          8.3 Stock Certificates; Partly Paid Shares

          The shares of a corporation shall be represented by certificates, provided that the Board of Directors of the corporation may provide by resolution or resolutions that some or all of any or all classes or series of its stock shall be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the corporation. Notwithstanding the adoption of such a resolution by the Board of Directors, every holder of stock represented by certificates and upon request every holder of uncertificated shares shall be entitled to have a certificate signed by, or in the name of the corporation by the chairman or vice-chairman of the Board of Directors, or the chief executive officer or the president or vice-president, and by the chief financial officer, treasurer or an assistant treasurer, or the secretary or an assistant secretary of such corporation representing the number of shares registered in certificate form. Any or all of the signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate has ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue.

          The corporation may issue the whole or any part of its shares as partly paid and subject to call for the remainder of the consideration to be paid therefor. Upon the face or back of each stock certificate issued to represent any such partly paid shares, upon the books and records of the corporation in the case of uncertificated partly paid shares, the total amount of the consideration to be paid therefor and the amount paid thereon shall be stated. Upon the declaration of any dividend on fully paid shares, the corporation shall declare a dividend upon partly paid shares of the same class, but only upon the basis of the percentage of the consideration actually paid thereon.

          8.4 Special Designation on Certificates

          If the corporation is authorized to issue more than one class of stock or more than one series of any class, then the powers, the designations, the preferences, and the relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate that the corporation shall issue to represent

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such class or series of stock; provided, however, that, except as otherwise provided in Section 202 of the General Corporation Law of Delaware, in lieu of the foregoing requirements there may be set forth on the face or back of the certificate that the corporation shall issue to represent such class or series of stock a statement that the corporation will furnish without charge to each stockholder who so requests the powers, the designations, the preferences, and the relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.

          8.5 Lost Certificates

          Except as provided in this Section 8.5, no new certificates for shares shall be issued to replace a previously issued certificate unless the latter is surrendered to the corporation and canceled at the same time. The corporation may issue a new certificate of stock or uncertificated shares in the place of any certificate theretofore issued by it, alleged to have been lost, stolen or destroyed, and the corporation may require the owner of the lost, stolen or destroyed certificate, or his legal representative, to give the corporation a bond sufficient to indemnify it against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate or uncertificated shares.

          8.6 Construction; Definitions

          Unless the context requires otherwise, the general provisions, rules of construction, and definitions in the Delaware General Corporation Law shall govern the construction of these bylaws. Without limiting the generality of this provision, the singular number includes the plural, the plural number includes the singular, and the term “person” includes both a corporation and a natural person.

          8.7 Dividends

          The directors of the corporation, subject to any restrictions contained in the certificate of incorporation, may declare and pay dividends upon the shares of its capital stock pursuant to the General Corporation Law of Delaware. Dividends may be paid in cash, in property, or in shares of the corporation’s capital stock.

          The directors of the corporation may set apart out of any of the funds of the corporation available for dividends a reserve or reserves for any proper purpose and may abolish any such reserve. Such purposes shall include but not be limited to equalizing dividends, repairing or maintaining any property of the corporation, and meeting contingencies.

          8.8 Fiscal Year

          The fiscal year of the corporation shall be fixed by resolution of the Board of Directors and may be changed by the Board of Directors.

          8.9 Seal

          The Board of Directors may adopt a corporate seal. The corporate seal shall consist of a die bearing the name of the corporation and the inscription, “Corporate

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Seal-Delaware.” Said seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

          8.10 Transfer of Stock

          Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate, and record the transaction in its books.

          8.11 Stock Transfer Agreements

          The corporation shall have power to enter into and perform any agreement with any number of shareholders of any one or more classes of stock of the corporation to restrict the transfer of shares of stock of the corporation of any one or more classes owned by such stockholders in any manner not prohibited by the General Corporation Law of Delaware.

          8.12 Registered Stockholders

          The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends and to vote as such owner, shall be entitled to hold liable for calls and assessments the person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of another person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.

ARTICLE IX.
AMENDMENTS

     The bylaws of the corporation may be adopted, amended or repealed by the stockholders entitled to vote; provided, however, that the corporation may, in its certificate of incorporation, confer the power to adopt, amend or repeal bylaws upon the directors. The fact that such power has been so conferred upon the directors shall not divest the stockholders of the power, nor limit their power to adopt, amend or repeal bylaws.

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CERTIFICATE OF SECRETARY

          I, the undersigned, do hereby certify:

          (1) That I am a duly elected and acting Assistant Secretary of Avago Technologies Sensor (U.S.A.) Inc., a Delaware corporation; and

          (2) That the foregoing bylaws constitute the bylaws of said corporation as duly adopted by the written consent of the Board of Directors of said corporation as of February 28, 2006.

          IN WITNESS WHEREOF, I have hereunto subscribed my name this 28^th day of February, 2006.

/s/ Rex Jackson

Rex Jackson

Secretary

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EX-3.25

Exhibit 3.25

No. of Company: 200602838N

THE COMPANIES ACT, CAP. 50

PRIVATE COMPANY LIMITED BY SHARES

MEMORANDUM

AND

ARTICLES OF ASSOCIATION

OF

AVAGO TECHNOLOGIES SENSOR IP PTE. LTD.

Incorporated on the 1^st day of March 2006.

Lodged in the Office of the Accounting & Corporate Regulatory Authority, Singapore

ACCOUNTING AND CORPORATE REGULATORY AUTHORITY
(ACRA)

Company No: 200602838N

CERTIFICATE CONFIRMING INCORPORATION OF COMPANY

This is to confirm that AVAGO TECHNOLOGIES SENSOR IP PTE. LTD. is incorporated under the Companies Act (Cap 50), on and from 01/03/2006 and that the company is a PRIVATE COMPANY LIMITED BY SHARES.

GIVEN UNDER MY HAND AND SEAL ON 02/03/2006.

-s- Chua Siew Yen
CHUA SIEW YEN
ASSISTANT REGISTRAR
ACCOUNTING AND CORPORATE REGULATORY AUTHORITY (ACRA)
SINGAPORE

THE COMPANIES ACT, CAP. 50

PRIVATE COMPANY LIMITED BY SHARES

MEMORANDUM OF ASSOCIATION

of

AVAGO TECHNOLOGIES SENSOR IP PTE. LTD.

1.	The name of the Company is AVAGO TECHNOLOGIES SENSOR IP PTE. LTD.
2.	The Registered Office of the Company will be situate in the Republic of Singapore.
3.	The liability of the members is limited.

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WE, the corporation whose name and address are subscribed, are desirous of being formed into a Company in pursuance of this Memorandum of Association and agree to take the number of shares in the capital of the Company set out below:-

—

NAME AND ADDRESS	NUMBER OF SHARES TAKEN
OF SUBSCRIBER	BY SUBSCRIBER

—

Avago Technologies Imaging Holding (Labuan) Corporation
Unit Level 13(E), Main Office Tower
Financial Park Labuan, Jalan Merdeka
87000 FT Labuan, Malaysia ONE

Executed on behalf of Avago Technologies Imaging
Holding (Labuan) Corporation by its duly appointed attorney

-s- Tan Bian Ee

TAN BIAN EE
Attorney

—

TOTAL NUMBER OF SHARES TAKEN: ONE

—

Dated this 1^st day of March 2006.

2

THE COMPANIES ACT, CAP. 50

PRIVATE COMPANY LIMITED BY SHARES

ARTICLES OF ASSOCIATION

of

AVAGO TECHNOLOGIES SENSOR IP PTE. LTD.

PRELIMINARY

1.      The regulations contained in Table “A” in the Fourth Schedule to the Companies Act, Cap. 50 shall not apply to the Company, but the following shall subject to repeal, addition and alteration as provided by the Act or these Articles be the regulations of the Company.	Table “A” not to apply.
2.      In these Articles, if not inconsistent with the subject or context, the words standing in the first column of the Table next hereinafter contained shall bear the meanings set opposite to them respectively in the second column thereof:	Interpretation.

WORDS		MEANINGS
the “Act”	..	The Companies Act, Cap. 50 or any statutory modification, amendment or re-enactment thereof for the time being in force or any and every other act for the time being in force concerning companies and affecting the Company and any reference to any provision of the Act is to that provision as so modified, amended or re-enacted or contained in any such subsequent Companies Act.
these “Articles”	..	These Articles of Association or other regulations of the Company for the time being in force.
the “Company”	..	The abovenamed Company by whatever name from time to time called.
“Directors”	..	The Directors for the time being of the Company or such number of them as have authority to act for the Company.
“Director”	..	Includes any person acting as a Director of the Company and includes any person duly appointed and acting for the time being as an Alternate Director.
“Dividend”	..	Includes bonus.

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WORDS		MEANINGS
“electronic communication”	..	Communication transmitted (whether from one (1) person to another, from one (1) device to another, from a person to a device or from a device to a person):
		(a)      by means of a telecommunication system; or
		(b)      by other means but while in an electronic form,
		such that it can (where particular conditions are met) be received in legible form or be made legible following receipt in non-legible form.
“Member”	..	A member of the Company.
“Month”	..	Calendar month.
“Office”	..	The Registered Office of the Company for the time being.
“Ordinary Resolution”	..	A resolution not being a Special Resolution which is, or which is to be, passed by a majority of Members as, being entitled to do so, vote in person or by proxy at a General Meeting.
“Paid Up”	..	Includes credited as paid up.
“Register”	..	The Register of Members.
“Seal”	..	The Common Seal of the Company or in appropriate cases the Official Seal or duplicate Common Seal.
“Secretary”	..	The Secretary or Secretaries appointed under these Articles and shall include any person entitled to perform the duties of Secretary temporarily.
“Singapore”	..	The Republic of Singapore.
“Special Resolution”	..	Has the meaning given in Section 184 of the Act.
“telecommunication system”	..	Has the meaning as in the Telecommunications Act (Chapter 323) or any statutory modification, amendment or re-enactment thereof for the time being in force.
“treasury share”	..	Has the meaning given in Section 4 of the Act.
“Writing” and “Written”	..	Includes printing, lithography, typewriting and any other mode of representing or reproducing words in a visible form, including electronic communication.
“Year”	..	Calendar Year.

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      Words denoting the singular number only shall include the plural and vice versa.

      Words denoting the masculine gender only shall include the feminine gender.

      Words denoting persons shall include corporations.

      Save as aforesaid, any word or expression used in the Act and the Interpretation Act, Cap. 1 shall, if not inconsistent with the subject or context, bear the same meaning in these Articles.

      The headnotes and marginal notes are inserted for convenience only and shall not affect the construction of these Articles.

BUSINESS

3.      Subject to the provisions of the Act, any branch or kind of business may be undertaken by the Directors at such time or times as they shall think fit, and further may be suffered by them to be in abeyance, whether such branch or kind of business may have been actually commenced or not, so long as the Directors may deem it expedient not to commence or proceed with such branch or kind of business.

Any branch or kind of business may be undertaken by Directors.

PRIVATE COMPANY
4.	The Company is a private company, and accordingly:		Limited number of members and restrictions on the transfer of shares.
	(a)	the number of the Members of the Company (not including persons who are in the employment of the Company or of its subsidiary and persons who having been formerly in the employment of the Company or of its subsidiary were while in the employment and have continued after the determination of that employment to be Members of the Company) shall be limited to fifty Provided that for the purposes of this provision where two (2) or more persons hold one (1) or more shares in the Company jointly they shall be treated as a single Member; and
	(b)	the right to transfer the shares of the Company shall be restricted in the manner hereinafter appearing.

SHARES
5.      Except as is otherwise expressly permitted by the Act, the Company shall not give, whether directly or indirectly and whether by means of the making of a loan, the giving of a guarantee, the provision of security, the release of an obligation or the release of a debt or otherwise, any financial assistance for the purpose of, or in connection with, the acquisition or proposed acquisition of shares or units of shares in the Company or its holding company.	Prohibition of dealing in its own shares.
6.      Save as provided by Section 161 of the Act, no shares may be issued by the Directors without the prior approval of the Company in General Meeting but subject thereto and to the provisions of these Articles, the Directors may allot or grant options over or otherwise dispose of the same to such persons on such terms and conditions and at such time as the Company in General Meeting may approve.	Issue of Shares.

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7.      The rights attached to shares issued upon special conditions shall be clearly defined in the Memorandum of Association or these Articles. Without prejudice to any special right previously conferred on the holders of any existing shares or class of shares but subject to the Act and these Articles, shares in the Company may be issued by the Directors and any such shares may be issued with such preferred, deferred, or other special rights or such restrictions, whether in regard to dividend, voting, return of capital or otherwise as the Directors determine.	Special rights.
8.      If at any time the share capital is divided into different classes, the rights attached to any class (unless otherwise provided by the terms of issue of the shares of that class) may subject to the provisions of the Act, whether or not the Company is being wound up, be varied or abrogated with the sanction of a Special Resolution passed at a separate General Meeting of the holders of shares of the class and to every such Special Resolution the provisions of Section 184 of the Act shall with such adaptations as are necessary apply. To every such separate General Meeting the provisions of these Articles relating to General Meetings shall mutatis mutandis apply; but so that the necessary quorum shall be two (2) persons (unless all the shares of the class are held by one (1) person whereupon no quorum is applicable) at least holding or representing by proxy or by attorney one-third of the issued shares of the class and that any holder of shares of the class present in person or by proxy or by attorney may demand a poll Provided always that where the necessary majority for such a Special Resolution is not obtained at the Meeting, consent in writing if obtained from the holders of three-fourths of the issued shares of the class concerned, within two (2) months of the Meeting shall be as valid and effectual as a Special Resolution, carried at the Meeting.	Variation of rights.
9.      The rights conferred upon the holders of the shares of any class issued with preferred or other rights shall, unless otherwise expressly provided by the terms of issue of the shares of that class or by these Articles as are in force at the time of such issue, be deemed to be varied by the creation or issue of further shares ranking equally therewith.	Creation or issue of further shares with special rights.
10.      The Company may exercise the powers of paying commissions or brokerage on any issue of shares at such rate or amount and in such manner as the Directors may deem fit. Such commissions or brokerage may be satisfied by the payment of cash or the allotment of fully or partly paid shares or partly in one way and partly in the other.	Power to pay commission and brokerage
11.      If any shares of the Company are issued for the purpose of raising money to defray the expenses of the construction of any works or the provisions of any plant which cannot be made profitable for a long period, the Company may, subject to the conditions and restrictions mentioned in the Act pay interest on so much of the share capital as is for the time being paid up and may charge the same to capital as part of the cost of the construction or provision.	Power to charge interest on capital.
12.     Except as required by law, no person shall be recognised by the Company as holding any share upon any trust and the Company shall not be bound by or compelled in any way to recognise (even when having notice thereof) any equitable, contingent, future or partial interest in any share or any interest in any fractional part of a share or (except only as by these Articles or by law otherwise provided) any other rights in respect of any share, except an absolute right to the entirety thereof in the registered holder.	Exclusion of equities.
13.      If two (2) or more persons are registered as joint holders of any share any one (1) of such persons may give effectual receipts for any dividend payable in respect of such share and the joint holders of a share shall, subject to the provisions of the Act, be	Joint holders

4

severally as well as jointly liable for the payment of all instalments and calls and interest due in respect of such shares. Such joint holders shall be deemed to be one (1) Member and the delivery of a certificate for a share to one (1) of several joint holders shall be sufficient delivery to all such holders.
14.      No person shall be recognised by the Company as having title to a fractional part of a share or otherwise than as the sole or a joint holder of the entirety of such share.	Fractional part of a share.
15.     If by the conditions of allotment of any shares the whole or any part of the amount of the issue price thereof shall be payable by instalments every such instalment shall, when due, be paid to the Company by the person who for the time being shall be the registered holder of the share or his personal representatives, but this provision shall not affect the liability of any allottee who may have agreed to pay the same.	Payment of instalments.
16.     The certificate of title to shares in the capital of the Company shall be issued under the Seal in such form as the Directors shall from time to time prescribe and shall bear the autographic or facsimile signatures of at least one (1) Director and the Secretary or some other person appointed by the Directors, and shall specify the number and class of shares to which it relates and the amounts paid thereon. The facsimile signatures may be reproduced by mechanical or other means provided the method or system of reproducing signatures has first been approved by the Auditors of the Company.	Share certificates.
17.     Every person whose name is entered as a Member in the Register shall be entitled within two (2) months after allotment or within one (1) month after the lodgement of any transfer to one (1) certificate for all his shares of any one (1) class or to several certificates in reasonable denominations each for a part of the shares so allotted or transferred. Where a Member transfers part only of the shares comprised in a certificate or where a Member requires the Company to cancel any certificate or certificates and issue new certificates for the purpose of subdividing his holding in a different manner the old certificate or certificates shall be cancelled and a new certificate or certificates for the balance of such shares issued in lieu thereof and the Member shall pay a fee not exceeding $2/- for each such new certificate as the Directors may determine.	Entitlement to certificates.
18.     If any certificate or other document of title to shares or debentures be worn out or defaced, then upon production thereof to the Directors, they may order the same to be cancelled and may issue a new certificate in lieu thereof. For every certificate so issued there shall be paid to the Company the amount of the proper duty, if any, with which such certificate is chargeable under any law for the time being in force relating to stamps together with a further fee not exceeding $2/- as the Directors may determine. Subject to the provisions of the Act and the requirements of the Directors thereunder, if any certificate or document be lost or destroyed or stolen, then upon proof thereof to the satisfaction of the Directors and on such indemnity as the Directors deem adequate being given, and on the payment of the amount of the proper duty with which such certificate or document is chargeable under any law for the time being in force relating to stamps together with a further fee not exceeding $2/- as the Directors may determine, a new certificate or document in lieu thereof shall be given to the person entitled to such lost or destroyed or stolen certificate or document.	New certificates may be issued.
RESTRICTION ON TRANSFER OF SHARES
19.     Subject to the restrictions of these Articles, any Member may transfer all or any of his shares, but every transfer must be in writing and in the usual common form, or in any other form which the Directors may approve. The instrument of transfer of a share	Form of transfer.

5

shall be signed both by the transferor and by the transferee, and by the witness or witnesses thereto and the transferor shall be deemed to remain the holder of the share until the name of the transferee is entered in the Register in respect thereof. Shares of different classes shall not be comprised in the same instrument of transfer.
20.     All instruments of transfer which shall be registered shall be retained by the Company, but any instrument of transfer which the Directors may refuse to register shall (except in any case of fraud) be returned to the party presenting the same.	Retention of transfers.
21.     No share shall in any circumstances be transferred to any infant or bankrupt or person of unsound mind.	Infant, bankrupt or unsound mind.
22.     The Directors may, in their absolute discretion, decline to register any transfer of shares on which the Company has a lien or to a person of whom they do not approve but shall in such event, within one (1) month after the date on which the transfer was lodged with the Company, send to the transferor and transferee notice of the refusal. If the Directors refuse to register a transfer they shall within one (1) month of the date of application for the transfer by notice in writing to the applicant state the facts which are considered to justify the refusal to register the transfer.	Directors’ power to decline to register.

23. The Directors may decline to register any instrument of transfer unless:			Instrument of transfer.
	(a)	such fee not exceeding $2/- or such other sum as the Directors may from time to time require under the provisions of these Articles, is paid to the Company in respect thereof; and
	(b)	the instrument of transfer is deposited at the Office or at such other place (if any) as the Directors may appoint accompanied by the certificates of the shares to which it relates and such other evidence as the Directors may reasonably require to show the right of the transferor to make the transfer and, if the instrument of transfer is executed by some other person on his behalf, the authority of the person so to do.

24.      The Company shall provide a book to be called “Register of Transfers” which shall be kept under the control of the Directors, and in which shall be entered the particulars of every transfer of shares.	Register of Transfers.
25.      The Register may be closed at such times and for such periods as the Directors may from time to time determine not exceeding in the whole thirty days in any year.	Closure of Register.
TRANSMISSION OF SHARES
26.      In case of the death of a Member, the survivor or survivors, where the deceased was a joint holder, and the executors or administrators of the deceased, where he was a sole or only surviving holder, shall be the only persons recognised by the Company as having any title to his interest in the shares, but nothing herein shall release the estate of a deceased Member (whether sole or joint) from any liability in respect of any share held by him.	Transmission on death.
27. Any person becoming entitled to a share in consequence of the death or bankruptcy of any Member may, upon producing such evidence of title as the Directors shall require, be registered himself as holder of the share upon giving to the Company notice in writing of such his desire or transfer such share to some other person. If the person so becoming entitled shall elect to be registered himself, he shall deliver or send to the Company a notice in writing signed by him stating that he so elects. If he shall elect to have another person registered he shall testify his election by executing to that	Persons becoming entitled on death or bankruptcy of Member may be registered.

6

person a transfer of the share. All the limitations, restrictions and provisions of these Articles relating to the right to transfer and the registration of transfers shall be applicable to any such notice or transfer as aforesaid as if the death or bankruptcy of the Member had not occurred and the notice or transfer were a transfer executed by such Member.
28.      Save as otherwise provided by or in accordance with these Articles a person becoming entitled to a share in consequence of the death or bankruptcy of a Member shall be entitled to the same dividends and other advantages to which he would be entitled if he were the registered holder of the share except that he shall not be entitled in respect thereof to exercise any right conferred by membership in relation to Meetings of the Company until he shall have been registered as a Member in respect of the share.	Rights of unregistered executors and trustees.
29.      There shall be paid to the Company in respect of the registration of any probate, letters of administration, certificate of marriage or death, power of attorney or other document relating to or affecting the title to any shares, such fee not exceeding $2/- as the Directors may from time to time require or prescribe.	Fee for registration of probate etc.
CALLS ON SHARES
30.      The Directors may from time to time make such calls as they think fit upon the Members in respect of any moneys unpaid on their shares and not by the terms of the issue thereof made payable at fixed times, and each Member shall (subject to receiving at least fourteen days’ notice specifying the time or times and place of payment) pay to the Company at the time or times and place so specified the amount called on his shares. A call may be revoked or postponed as the Directors may determine.	Calls on shares.
31.      A call shall be deemed to have been made at the time when the resolution of the Directors authorising the call was passed and may be made payable by instalments.	Time when made.
32.      If a sum called in respect of a share is not paid before or on the day appointed for payment thereof, the person from whom the sum is due shall pay interest on the sum due from the day appointed for payment thereof to the time of actual payment at such rate not exceeding ten per cent. (10%) per annum as the Directors determine, but the Directors shall be at liberty to waive payment of such interest wholly or in part.	Interest on calls.
33.      Any sum which by the terms of issue of a share becomes payable upon allotment or at any fixed date, shall for all purposes of these Articles be deemed to be a call duly made and payable on the date, on which, by the terms of issue, the same becomes payable, and in case of non-payment all the relevant provisions of the Articles as to payment of interest and expenses, forfeiture or otherwise shall apply as if such sum had become payable by virtue of a call duly made and notified.	Sum due on allotment.
34.      The Directors may on the issue of shares differentiate between the holders as to the amount of calls to be paid and the times of payments.	Power to differentiate.
35.     The Directors may, if they think fit, receive from any Member willing to advance the same all or any part of the moneys uncalled and unpaid upon the shares held by him and such payments in advance of calls shall extinguish, so far as the same shall extend, the liability upon the shares in respect of which it is made, and upon the moneys so received or so much thereof as from time to time exceeds the amount of the calls then made upon the shares concerned the Company may pay interest at such rate not exceeding ten per cent. (10%) per annum as the Member paying such sum and the Directors agree upon.	Payment in advance on calls.

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FORFEITURE AND LIEN
36.      If any Member fails to pay in full any call or instalment of a call on the day appointed for payment thereof, the Directors may at any time thereafter serve a notice on such Member requiring payment of so much of the call or instalment as is unpaid together with any interest and expenses which may have accrued.	Notice requiring payment of calls.
37.      The notice shall name a further day (not being less than fourteen days from the date of service of the notice) on or before which and the place where the payment required by the notice is to be made, and shall state that in the event of non-payment in accordance therewith the shares on which the call was made will be liable to be forfeited.	Notice to state time and place.
38.      If the requirements of any such notice as aforesaid are not complied with, any share in respect of which such notice has been given may at any time thereafter, before payment of all calls and interest and expenses due in respect thereof be forfeited by a resolution of the Directors to that effect. Such forfeiture shall include all dividends declared in respect of the forfeited share and not actually paid before the forfeiture. The Directors may accept a surrender of any share liable to be forfeited hereunder.	Forfeiture on non-compliance with notice.
39.      A share so forfeited or surrendered shall become the property of the Company and may be sold, re-allotted or otherwise disposed of either to the person who was before such forfeiture or surrender the holder thereof or entitled thereto, or to any other person, upon such terms and in such manner as the Directors shall think fit, and at any time before a sale, re-allotment or disposition the forfeiture or surrender may be cancelled on such terms as the Directors think fit. To give effect to any such sale, the Directors may, if necessary, authorise some person to transfer a forfeited or surrendered share to any such person as aforesaid.	Sale of shares forfeited.
40.      A Member whose shares have been forfeited or surrendered shall cease to be a Member in respect of the shares, but shall notwithstanding the forfeiture or surrender remain liable to pay to the Company all moneys which at the date of forfeiture or surrender were payable by him to the Company in respect of the shares with interest thereon at ten per cent. (10%) per annum (or such lower rate as the Directors may approve) from the date of forfeiture or surrender until payment, but such liability shall cease if and when the Company receives payment in full of all such money in respect of the shares and the Directors may waive payment of such interest either wholly or in part.	Rights and liabilities of Members whose shares have been forfeited or surrendered.
41.      The Company shall have a first and paramount lien and charge on every share (not being a fully paid share) registered in the name of each Member (whether solely or jointly with others) and on the dividends declared or payable in respect thereof for all calls and instalments due on any such share and interest and expenses thereon but such lien shall only be upon the specific shares in respect of which such calls or instalments are due and unpaid and on all dividends from time to time declared in respect of the shares. The Directors may resolve that any share shall for some specified period be exempt from the provisions of this Article.	Company’s lien.
42.      The Company may sell in such manner as the Directors think fit any share on which the Company has a lien, but no sale shall be made unless some sum in respect of which the lien exists is presently payable nor until the expiration of fourteen days after notice in writing stating and demanding payment of the sum payable and giving notice of intention to sell in default, shall have been given to the registered holder for the time being of the share or the person entitled thereto by reason of his death or bankruptcy. To give effect to any such sale, the Directors may authorise some person to transfer the shares sold to the purchaser thereof.	Sale of shares subject to lien.

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43.      The proceeds of the sale shall be received by the Company and applied in payment of such part of the amount in respect of which the lien exists as is presently payable and the residue, if any, shall (subject to a like lien for sums not presently payable as existed upon the shares before the sale) be paid to the person entitled to the shares at the date of the sale.	Application of proceeds of such sales.
44.      A statutory declaration in writing that the declarant is a Director of the Company and that a share has been duly forfeited or surrendered or sold to satisfy a lien of the Company on a date stated in the declaration shall be conclusive evidence of the facts stated therein as against all persons claiming to be entitled to the share, and such declaration and the receipt of the Company for the consideration (if any) given for the share on the sale, re-allotment or disposal thereof together with the certificate of proprietorship of the share under Seal delivered to a purchaser or allottee thereof shall (subject to the execution of a transfer if the same be required) constitute a good title to the share and the person to whom the share is sold, re-allotted or disposed of shall be registered as the holder of the share and shall not be bound to see to the application of the purchase money (if any) nor shall his title to the share be affected by any irregularity or invalidity in the proceedings in reference to the forfeiture, surrender, sale, re-allotment or disposal of the share.	Title to shares forfeited or surrendered or sold to satisfy a lien.
ALTERATION OF CAPITAL
45.      The Company in General Meeting may from time to time by Ordinary Resolution increase its capital by the allotment and issue of new shares.	Power to increase capital
46.      Subject to any special rights for the time being attached to any existing class of shares, the new shares shall be issued upon such terms and conditions and with such rights and privileges annexed thereto as the General Meeting resolving upon the creation thereof shall direct and if no direction be given as the Directors shall determine subject to the provisions of these Articles and in particular (but without prejudice to the generality of the foregoing) such shares may be issued with a preferential or qualified right to dividends and in the distribution of assets of the Company or otherwise.	Rights and privileges of new shares.
47.      Unless otherwise determined by the Company in General Meeting any original shares for the time being unissued and any new shares from time to time to be created shall before issue be offered in the first instance to all the then holders of any class of shares in proportion as nearly as may be to the amount of capital held by them. In offering such shares in the first instance to all the then holders of any class of shares the offer shall be made by notice specifying the number of shares offered and limiting the time within which the offer if not accepted will be deemed to be declined and after the expiration of that time or on the receipt of an intimation from the person to whom the offer is made that he declines to accept the shares offered, the Directors may dispose of those shares in such manner as they think most beneficial to the Company and the Directors may dispose of or not issue any such shares which by reason of the proportion borne by them to the number of holders entitled to any such offer or by reason of any other difficulty in apportioning the same cannot, in the opinion of the Directors, be conveniently offered under this Article.	Issue of new shares to Members.
48.      Except so far as otherwise provided by the conditions of issue or by these Articles all new shares shall be subject to the provisions of these Articles with reference to allotments, payment of calls, lien, transfer, transmission, forfeiture and otherwise.	New shares otherwise subject to provisions of Articles.

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49.	The Company may by Ordinary Resolution:		Power to consolidate, cancel and subdivide shares.
	(a)	consolidate and divide all or any of its share capital;
	(b)	cancel any shares which, at the date of the passing of the resolution, have been forfeited and diminish the amount of its share capital by the number of shares so cancelled;
	(c)	subdivide its shares or any of them (subject nevertheless to the provisions of the Act) provided always that in such subdivision the proportion between the amount paid and the amount (if any) unpaid on each reduced share shall be the same as it was in the case of the share from which the reduced share is derived; and
	(d)	subject to the provisions of these Articles and the Act, convert any class of shares into any other class of shares.
50.	(a)	The Company may by Special Resolution reduce its share capital in any manner and with and subject to any incident authorised and consent required by law.	Power to reduce capital.
	(b)	Subject to and in accordance with the provisions of the Act, the Company may authorise the Directors in General Meeting to purchase or otherwise acquire ordinary shares issued by it on such terms as the Company may think fit and in the manner prescribed by the Act. All shares purchased by the Company other than those shares that are to be held in treasury in accordance with the provisions of these Articles and the Act shall be cancelled.

51.      Shares that the Company purchases or otherwise acquires may be held as treasury shares in accordance with the provisions of these Articles and the Act.	Treasury shares.
52.      Where the shares purchased or otherwise acquired are held as treasury shares by the Company, the Company shall be entered in the Register as the Member holding the shares.	Ownership of treasury shares.
53.      The Company shall not exercise any right in respect of the treasury shares other than as provided by the Act. Subject thereto, the Company may hold or deal with its treasury shares in the manner authorised by, or prescribed pursuant to, the Act.	Rights of treasury shares.
STOCK
54.      The Company may by Ordinary Resolution convert any paid up shares into stock and may from time to time by like resolution reconvert any stock into paid up shares.	Power to convert into stock.
55.      The holders of stock may transfer the same or any part thereof in the same manner and subject to the same Articles as and subject to which the shares from which the stock arose might previously to conversion have been transferred or as near thereto as circumstances admit but no stock shall be transferable except in such units as the Directors may from time to time determine.	Transfer of stock.

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56.      The holders of stock shall, according to the number of stock units held by them, have the same rights, privileges and advantages as regards dividend, return of capital, voting and other matters, as if they held the shares from which the stock arose; but no such privilege or advantage (except as regards dividend and return of capital and the assets on winding up) shall be conferred by any such aliquot part of stock which would not if existing in shares have conferred that privilege or advantage; and no such conversion shall affect or prejudice any preference or other special privileges attached to the shares so converted.

Rights of shareholders.

57.      All such of the provisions of these Articles as are applicable to paid up shares shall apply to stock and the words “share” and “shareholder” or similar expressions herein shall include “stock” or “stockholder”.

Interpretation.

GENERAL MEETINGS
58.	(a)	Subject to the provisions of the Act and Article 59 hereof, the Company shall in each year hold a general meeting as its Annual General Meeting in addition to any other meetings in that year and not more than fifteen months shall elapse between the date of one (1) Annual General Meeting of the Company and that of the next. Provided that so long as the Company holds its First Annual General Meeting within eighteen months of its incorporation, it need not hold it in the year of its incorporation or in the following year.	Extraordinary General Meetings.
	(b)	All General Meetings other than Annual General Meetings shall be called Extraordinary General Meetings.	Annual General Meeting.
	(c)	The time and place of any General Meeting shall be determined by the Directors.	Time and place.
59.	(a)	The Company shall dispense with the holding of Annual General Meetings in accordance with the provisions of the Act if a resolution to this effect is passed at a General Meeting by all Members as, being entitled to do so, vote in person or by proxy present at the General Meeting.	Dispensation of Annual General Meetings.
	(b)	Notwithstanding a resolution referred to in Article 59(a) being passed to dispense with the holding of Annual General Meetings, any Member may by notice given to the Company in accordance with the requirements of the Act require an Annual General Meeting to be held for that year. The Company shall proceed to convene the Annual General Meeting in accordance with these Articles but shall not be required to convene Annual General Meetings for the subsequent years unless a notice by a Member to require the Company to do so has been received.
	(c)	Where a resolution referred to in Article 59(a) has been passed to dispense with the holding of Annual General Meetings, any reference in the Act to a deed, act or thing which is required to be done in Annual General Meetings shall be regarded as being done if a resolution or resolutions of the Members has or have been passed by written means in accordance with these Articles to the effect that such deed, act or thing has been done, and any reference in the Act to the date or conclusion of an Annual General Meeting shall, unless an Annual General Meeting is held, be regarded as the date of expiry of the period within which the Annual General Meeting is required by law to be held.

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60.      The Directors may, whenever they think fit, convene an Extraordinary General Meeting and Extraordinary General Meetings shall also be convened on such requisition or, in default, may be convened by such requisitionists, as provided by Section 176 of the Act. If at any time there are not within Singapore sufficient Directors capable of acting to form a quorum at a meeting of Directors, any Director may convene an Extraordinary General Meeting in the same manner as nearly as possible as that in which meetings may be convened by the Directors.	Calling Extraordinary General Meetings.
NOTICE OF GENERAL MEETINGS
61.      Subject to the provisions of the Act as to special notice, at least fourteen days’ notice in writing (exclusive both of the day on which the notice is served or deemed to be served and of the day for which the notice is given) of every General Meeting shall be given in the manner hereinafter mentioned to such persons (including the Auditors) as are under the provisions herein contained entitled to receive notice from the Company. Provided that a General Meeting notwithstanding that it has been called by a shorter notice than that specified above shall be deemed to have been duly called if it is so agreed:	Notice of Meetings.

	(a)	in the case of an Annual General Meeting by all the Members entitled to attend and vote thereat; and
	(b)	in the case of an Extraordinary General Meeting by that number or majority in number of the Members having a right to attend and vote thereat as is required by the Act.
62.	(a)	Every notice calling a General Meeting shall specify the place and the day and hour of the Meeting, and there shall appear with reasonable prominence in every such notice a statement that a Member entitled to attend and vote is entitled to appoint a proxy to attend and to vote instead of him and that a proxy need not be a Member of the Company.	Contents of notice.
	(b)	In the case of an Annual General Meeting, the notice shall also specify the Meeting as such.
	(c)	In the case of any General Meeting at which business other than routine business is to be transacted, the notice shall specify the general nature of the business; and if any resolution is to be proposed as a Special Resolution or as requiring special notice, the notice shall contain a statement to that effect.

63.      Routine business shall mean and include only business transacted at an Annual General Meeting of the following classes, that is to say: Routine business.

(a)	Declaring dividends;
(b)	Reading, considering and adopting the balance sheet, the reports of the Directors and Auditors, and other accounts and documents required to be annexed to the balance sheet;
(c)	Appointing Auditors and fixing the remuneration of Auditors or determining the manner in which such remuneration is to be fixed; and
(d)	Fixing the remuneration of the Directors proposed to be paid under Article 96.

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PROCEEDINGS AT GENERAL MEETINGS
64.      Where there are two (2) or more Members of the Company, no business shall be transacted at any General Meeting unless two (2) Members are present to form a quorum. In the event of a corporation being beneficially entitled to the whole of the issued capital of the Company or there being only one (1) Member of the Company, one (1) person representing such corporation or the sole Member shall be a quorum and shall be deemed to constitute a Meeting and, if applicable, the provisions of Section 179 of the Act shall apply. For the purpose of this Article, “Member” includes a person attending by proxy or by attorney or as representing a corporation which is a Member.	Quorum.
65.      If within half an hour from the time appointed for the Meeting a quorum is not present, the Meeting if convened on the requisition of Members shall be dissolved. In any other case it shall stand adjourned to the same day in the next week at the same time and place, or to such other day and at such other time and place as the Directors may determine, and if at such adjourned Meeting a quorum is not present within fifteen minutes from the time appointed for holding the Meeting, the Meeting shall be dissolved. No notice of any such adjournment as aforesaid shall be required to be given to the Members.	Adjournment if quorum not present.
66.      The Chairman of the Board of Directors shall preside as Chairman at every General Meeting. If there be no such Chairman or if at any Meeting he be not present within fifteen minutes after the time appointed for holding the Meeting or be unwilling to act, the Members present shall choose some Director to be Chairman of the Meeting or, if no Director be present or if all the Directors present decline to take the Chair, one (1) of their number present, to be Chairman.	Chairman.
67.      The Chairman may, with the consent of any Meeting at which a quorum is present (and shall if so directed by the Meeting) adjourn the Meeting from time to time and from place to place, but no business shall be transacted at any adjourned Meeting except business which might lawfully have been transacted at the Meeting from which the adjournment took place. When a Meeting is adjourned for thirty days or more, notice of the adjourned Meeting shall be given as in the case of the original Meeting. Save as aforesaid, it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned Meeting.	Adjournment.
68.      At any General Meeting a resolution put to the vote of the Meeting shall be decided on a show of hands unless a poll be (before or on the declaration of the result of the show of hands) demanded by at least one (1) Member present in person or by proxy or by attorney or in the case of a corporation by a representative and entitled to vote thereat Provided always that no poll shall be demanded on the election of a Chairman or on a question of adjournment. Unless a poll be so demanded (and the demand be not withdrawn) a declaration by the Chairman that a resolution has been carried or carried unanimously or by a particular majority or lost and an entry to that effect in the minute book shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against the resolution. A demand for a poll may be withdrawn.	Method of voting.

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69.      If a poll be duly demanded (and the demand be not withdrawn) it shall be taken in such manner (including the use of ballot or voting papers or tickets) as the Chairman may direct and the result of a poll shall be deemed to be the resolution of the Meeting at which the poll was demanded. The Chairman may, and if so requested shall, appoint scrutineers and may adjourn the Meeting to some place and time fixed by him for the purpose of declaring the result of the poll.	Taking a poll.
70.      If any votes be counted which ought not to have been counted or might have been rejected, the error shall not vitiate the result of the voting unless it be pointed out at the same Meeting or at any adjournment thereof and not in any case unless it shall in the opinion of the Chairman be of sufficient magnitude.	Votes counted in error.
71.      In the case of equality of votes, whether on a show of hands or on a poll, the Chairman of the Meeting at which the show of hands takes place or at which the poll is demanded shall not be entitled to a casting vote.	Chairman’s casting vote.
72.      A poll demanded on any question shall be taken either immediately or at such subsequent time (not being more than thirty days from the date of the Meeting) and place as the Chairman may direct. No notice need be given of a poll not taken immediately.	Time for taking a poll.
73.      The demand for a poll shall not prevent the continuance of a Meeting for the transaction of any business, other than the question on which the poll has been demanded.
VOTES OF MEMBERS
74.      Subject to these Articles and to any special rights or restrictions as to voting attached to any class of shares hereinafter issued on a show of hands every Member who is present in person or by proxy or attorney or in the case of a corporation by a representative shall have one (1) vote and on a poll every such Member shall have one (1) vote for every share of which he is the holder.	Voting rights of Members.
75.      Where there are joint registered holders of any share any one (1) of such persons may vote and be reckoned in a quorum at any Meeting either personally or by proxy or by attorney or in the case of a corporation by a representative as if he were solely entitled thereto and if more than one (1) of such joint holders be so present at any Meeting that one (1) of such persons so present whose name stands first in the Register in respect of such share shall alone be entitled to vote in respect thereof. Several executors or administrators of a deceased Member in whose name any share stands shall for the purpose of this Article be deemed joint holders thereof.	Voting rights of joint holders.
76.      A Member of unsound mind or whose person or estate is liable to be dealt with in any way under the law relating to mental disorders may vote whether on a show of hands or on a poll by his committee, curator bonis or such other person as properly has the management of his estate and any such committee, curator bonis or other person may vote by proxy or attorney, Provided that such evidence as the Directors may require of the authority of the person claiming to vote shall have been deposited at the Office not less than forty eight hours before the time appointed for holding the Meeting.	Voting rights of Members of unsound mind.
77.      Subject to the provisions of these Articles every Member shall be entitled to be present and to vote at any General Meeting either personally or by proxy or by attorney or in the case of a corporation by a representative and to be reckoned in a quorum in respect of shares fully paid and in respect of partly paid shares where calls are not due and unpaid.	Right to vote.

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78.      No objection shall be raised to the qualification of any voter except at the Meeting or adjourned Meeting at which the vote objected to is given or tendered and every vote not disallowed at such Meeting shall be valid for all purposes. Any such objection made in due time shall be referred to the Chairman of the Meeting whose decision shall be final and conclusive.	Objections.
79.      On a poll votes may be given either personally or by proxy or by attorney or in the case of a corporation by its representative and a person entitled to more than one (1) vote need not use all his votes or cast all the votes he uses in the same way.	Votes on a poll.

80.	An instrument appointing a proxy shall be in writing and:		Appointment of proxies.
	(a)	in the case of an individual shall be signed by the appointor or by his attorney; and
	(b)	in the case of a corporation shall be either under the common seal or signed by its attorney or by an officer on behalf of the corporation.
The Directors may, but shall not be bound to, require evidence of the authority of any such attorney or officer.

81.      A proxy need not be a Member of the Company.	Proxy need not be a Member.
82.      An instrument appointing a proxy or the power of attorney or other authority, if any, must be left at the Office or such other place (if any) as is specified for the purpose in the notice convening the Meeting not less than forty eight hours before the time appointed for the holding of the Meeting or adjourned Meeting (or in the case of a poll before the time appointed for the taking of the poll) at which it is to be used and in default shall not be treated as valid unless the Directors otherwise determine.	Deposit of proxies.
83.      An instrument appointing a proxy shall be in the following form with such variations if any as circumstances may require or in such other form as the Directors may accept and shall be deemed to include the right to demand or join in demanding a poll:	Form of proxies.

	“ AVAGO TECHNOLOGIES SENSOR IP PTE. LTD.”
	“I/We,
	of
	a Member/Members of the abovenamed Company hereby appoint
	of
	or whom failing
	of
	to vote for me/us and on my/our behalf
	at the (Annual, Extraordinary or Adjourned,
	as the case may be) General Meeting of
	the Company to be held on the       day
	of                      and at every adjournment
	thereof.”
	“As Witness my hand this      day of            .”
An instrument appointing a proxy shall, unless the contrary is stated thereon, be valid

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as well for any adjournment of the Meeting as for the Meeting to which it relates and need not be witnessed.
84.      A vote given in accordance with the terms of an instrument of proxy (which for the purposes of these Articles shall also include a power of attorney) shall be valid notwithstanding the previous death or insanity of the principal or revocation of the proxy, or of the authority under which the proxy was executed or the transfer of the share in respect of which the proxy is given, Provided that no intimation in writing of such death, insanity, revocation or transfer shall have been received by the Company at the Office (or such other place as may be specified for the deposit of instruments appointing proxies) before the commencement of the Meeting or adjourned Meeting (or in the case of a poll before the time appointed for the taking of the poll) at which the proxy is used.			Intervening death or insanity of principal not to revoke proxy.
85.      Any corporation which is a Member of the Company may by resolution of its directors or other governing body authorise such person as it thinks fit to act as its representative at any Meeting of the Company or of any class of Members of the Company and the person so authorised shall be entitled to exercise the same powers on behalf of the corporation as the corporation could exercise if it were an individual Member of the Company.			Corporations acting by representatives.
SHAREHOLDERS’ RESOLUTIONS BY WRITTEN MEANS
86.      Save for a resolution referred to in Article 59 to dispense with the convening of Annual General Meetings or a resolution for which special notice is required under the Act, any resolution required to be passed by the Members of the Company in General Meeting may be passed by written means in accordance with the provisions of Sections 184A to 184F of the Act and these Articles. Where a resolution is deemed to be duly passed by written means, the requirements as to the procedures in these Articles concerning the giving of notice of General Meetings, proceedings of such General Meetings and voting by Members at such General Meetings shall be deemed to be satisfied.			Passing Shareholders’ Resolutions by Written means.
87.      A Special Resolution is passed by written means if the resolution indicates that it is a Special Resolution and it has been formally agreed on any date by one (1) or more Members who on that date represent at least seventy-five per cent. (75%) of the total voting rights of all Members who on that date would have the right to vote on that resolution had a General Meeting been convened. An Ordinary Resolution is passed by written means if the resolution does not indicate that it is a Special Resolution and it has been formally agreed on any date by one (1) or more Members who on that date represent a majority of the total voting rights of all Members who on that date would have the right to vote on that resolution at a General Meeting had a General Meeting been convened. For the avoidance of doubt, the requisite number of Members need not give their formal agreement to any Special Resolution or Ordinary Resolution on a single day.
88.      For the purpose of Article 87, a resolution is formally agreed by a Member if:
	(a)	the Company receives from the Member (or his proxy) a document that (i) is given to the Company in legible form or a permitted alternative form; (ii) indicates the Member’s agreement (or agreement on his behalf) to the resolution; and (iii) includes the text of the resolution or otherwise makes clear that it is that resolution that is being agreed to; and

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	(b)	the Member (or his proxy) had a legible text of the resolution before giving that document.
In this Article 88 and also for the purpose of Article 90, something is “in legible form or a permitted alternative form” if, and only if, it is sent or otherwise supplied (aa) in a form (such as paper document) that is legible before being sent or otherwise supplied and does not change form during that process or (bb) through electronic communication.
89.      A resolution of the Company may only be passed by written means if agreement was first sought by the Directors in accordance with Article 90 or under the circumstances described in Section 184B(1)(a)(ii) of the Act. For the avoidance of doubt, other than the requirements stated in Articles 86 to 93 hereof, there is no other condition in the Memorandum of Association or these Articles relating to the passing of resolutions by written means that needs to be satisfied.
90.      In seeking the agreement of the Members to pass any resolution by written means, the Directors shall send to each Member who would have the right to vote on that resolution had a General Meeting been convened, a copy of the text of the resolution in legible form or a permitted alternative form. As far as practicable, the Directors shall send the text of the resolution as respects every Member at the same time and without delay, and the provisions of Section 184C of the Act shall apply.
91.      Any Member who represents at least five per cent. (5%) of the total voting rights of all Members would have the right to vote on that resolution had a General Meeting been convened, may within seven (7) days after receiving the text of the resolution sent pursuant to Article 90 or the documents referred to in Section 183(3A) of the Act, as the case may be, give notice to the Company requiring that a General Meeting be convened for the purpose of considering, and if thought fit, passing the resolution. Upon receipt of such a notice, the Directors shall proceed to convene a General Meeting in accordance with Articles 61 to 73 hereof.
92.      Where a resolution of the Members is passed by written means, the Company shall notify every Member that the resolution has been passed within fifteen days from the date on which a Director or Company Secretary first becomes aware that the resolution has been passed. The Company shall cause a record of the resolution passed by written means and the indication of each Member’s agreement (or agreement on his behalf) to be entered in a book in the like manner for recording proceedings of General Meetings in the minute book. Any such record, if purporting to be signed by a Director or the Company Secretary shall be evidence of the proceedings in passing the resolution, and until the contrary is proved, the record shall also be evidence that the requirements of the Act with respect to the proceedings in passing the resolution have been complied with.
93.      Notwithstanding anything in these Articles, where there is only one (1) Member of the Company, a resolution passed by written means may be passed by the Member recording the resolution and signing the record.
DIRECTORS
94.      Subject to the other provisions of Section 145 of the Act, the Company shall have at least one (1) Director being a natural person of full age and capacity who is ordinarily resident in Singapore and unless otherwise determined by a General Meeting, there shall be no maximum number of Directors holding office at any time.			Number of Directors.

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95.      A Director need not be a Member and shall not be required to hold any share qualification unless and until otherwise determined by the Company in General Meeting but shall be entitled to attend and speak at General Meetings. Where the Company only has one (1) Member, the sole Member may also be the sole Director of the Company Provided that the requirements in Article 94 are complied with. Qualification.

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96.      Subject to Section 169 of the Act, the remuneration of the Directors shall be determined from time to time by the Company in General Meeting, and shall be divisible among the Directors in such proportions and manner as they may agree and in default of agreement equally, except that in the latter event any Director who shall hold office for part only of the period in respect of which such remuneration is payable shall be entitled only to rank in such division for the proportion of remuneration related to the period during which he has held office.			Remuneration of Directors.
97.      The Directors shall be entitled to be repaid all travelling or such reasonable expenses as may be incurred in attending and returning from meetings of the Directors or of any committee of the Directors or General Meetings or otherwise howsoever in or about the business of the Company in the course of the performance of their duties as Directors.			Travelling expenses.
98.      Any Director who is appointed to any executive office or serves on any committee or who otherwise performs or renders services, which in the opinion of the Directors are outside his ordinary duties as a Director, may, subject to Section 169 of the Act, be paid such extra remuneration as the Directors may determine.			Extra remuneration.
99.	(a)	Other than the office of Auditor, a Director may hold any other office or place of profit under the Company and he or any firm of which he is a member may act in a professional capacity for the Company in conjunction with his office of Director for such period and on such terms (as to remuneration and otherwise) as the Directors may determine. Subject to the Act, no Director or intending Director shall be disqualified by his office from contracting or entering into any arrangement with the Company either as vendor, purchaser or otherwise nor shall such contract or arrangement or any contract or arrangement entered into by or on behalf of the Company in which any Director shall be in any way interested be avoided nor shall any Director so contracting or being so interested be liable to account to the Company for any profit realised by any such contract or arrangement by reason only of such Director holding that office or of the fiduciary relation thereby established.	Power of Directors to hold office of profit and to contract with Company.
	(b)	Every Director shall observe the provisions of Section 156 of the Act relating to the disclosure of the interests of the Directors in transactions or proposed transactions with the Company or of any office or property held by a Director which might create duties or interests in conflict with his duties or interests as a Director. Subject to such disclosure, a Director shall be entitled to vote in respect of any transaction or arrangement in which he is interested and he shall be taken into account in ascertaining whether a quorum is present.	Directors to observe Section 156 of the Act.
100.	(a)	A Director may be or become a director of or hold any office or place of profit (other than as Auditor) or be otherwise interested in any company in which the Company may be interested as vendor, purchaser, shareholder or otherwise and unless otherwise agreed shall not be accountable for any fees, remuneration or other benefits received by him as a director or officer of or by virtue of his interest in such other company.	Holding of office in other companies.
	(b)	The Directors may exercise the voting power conferred by the shares in any company held or owned by the Company in such manner and in all respects as the Directors think fit in the interests of the Company (including the exercise thereof in favour of any resolution appointing	Directors may exercise voting power conferred by Company’s shares

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		the Directors or any of them to be directors of such company or voting or providing for the payment of remuneration to the directors of such company) and any such Director of the Company may vote in favour of the exercise of such voting powers in the manner aforesaid notwithstanding that he may be or be about to be appointed a director of such other company.	in another company.
APPOINTMENT AND REMOVAL OF DIRECTORS
101.      The Directors shall have power at any time and from time to time to appoint any person to be a Director either to fill a casual vacancy or as an additional Director but so that the total number of Directors shall not at any time exceed the maximum number, if any, fixed by or in accordance with these Articles.			Directors’ power to fill casual vacancies and to appoint additional Director.
102.       The Company may by Ordinary Resolution remove any Director before the expiration of his period of office, notwithstanding anything in these Articles or in any agreement between the Company and such Director.			Removal of Directors.
103.       The Company may by Ordinary Resolution appoint another person in place of a Director removed from office under the immediately preceding Article.			Appointment in place of Director removed.
MANAGING DIRECTORS
104.       The Directors may from time to time appoint one (1) or more of their body to be Managing Director or Managing Directors of the Company and may from time to time (subject to the provisions of any contract between him or them and the Company) remove or dismiss him or them from office and appoint another or others in his or their places.			Appointment of Managing Directors.
105.      A Managing Director shall subject to the provisions of any contract between him and the Company be subject to the same provisions as to resignation and removal as the other Directors of the Company and if he ceases to hold the office of Director from any cause he shall ipso facto and immediately cease to be a Managing Director.			Resignation and removal of Managing Director.
106.      Subject to Section 169 of the Act, the remuneration of a Managing Director shall from time to time be fixed by the Directors and may subject to these Articles be by way of salary or commission or participation in profits or by any or all of these modes.			Remuneration of Managing Director.
107.      The Directors may from time to time entrust to and confer upon a Managing Director for the time being such of the powers exercisable under these Articles by the Directors as they may think fit and may confer such powers for such time and to be exercised on such terms and conditions and with such restrictions as they think expedient and they may confer such powers either collaterally with or to the exclusion of and in substitution for all or any of the powers of the Directors in that behalf and may from time to time revoke withdraw alter or vary all or any of such powers.			Powers of Managing Director.
VACATION OF OFFICE OF DIRECTOR
108.      The office of a Director shall be vacated in any one (1) of the following events, namely:			Vacation of office of Director.
	(a)	if he becomes prohibited from being a Director by reason of any order made under the Act;

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	(b)	if he ceases to be a Director by virtue of any of the provisions of the Act or these Articles;
	(c)	subject to Section 145 of the Act, if he resigns by writing under his hand left at the Office;
	(d)	if he has a receiving order made against him or suspend payments or compound with his creditors generally;
	(e)	if he be found lunatic or become of unsound mind; or
	(f)	if he be absent from meetings of the Directors for a continuous period of six (6) months without leave from the Directors and the Directors resolve that his office be vacated.
ALTERNATE DIRECTORS
109.	(a)	Any Director may at any time by writing under his hand and deposited at the Office or by telefax, telex or by cable sent to the Secretary appoint any person to be his Alternate Director and may in like manner at any time terminate such appointment. Any appointment or removal by telefax, telex or cable shall be confirmed as soon as possible by letter, but may be acted upon by the Company meanwhile.	Appointment of Alternate Directors.
	(b)	A Director or any other person may act as an Alternate Director to represent more than one (1) Director and such Alternate Director shall be entitled at Directors’ meetings to one (1) vote for every Director whom he represents in addition to his own vote if he is a Director.
	(c)	The appointment of an Alternate Director shall ipso facto determine on the happening of any event which if he were a Director would render his office as a Director to be vacated and his appointment shall also determine ipso facto if his appointor ceases for any reason to be a Director.
	(d)	An Alternate Director shall be entitled to receive notices of meetings of the Directors and to attend and vote as a Director at any such meeting at which the Director appointing him is not personally present and generally, if his appointor is absent from Singapore or is otherwise unable to act as such Director, to perform all functions of his appointment as a Director (except the power to appoint an Alternate Director) and to sign any resolution in accordance with the provisions of Article 115.
	(e)	An Alternate Director shall not be taken into account in reckoning the minimum or maximum number of Directors allowed for the time being under these Articles but he shall be counted for the purpose of reckoning whether a quorum is present at any meeting of the Directors attended by him at which he is entitled to vote Provided that he shall not constitute a quorum under Article 112 if he is the only person present at the meeting notwithstanding that he may be an Alternate to more than one (1) Director.
	(f)	An Alternate Director may be repaid by the Company such expenses as might properly be repaid to him if he were a Director and he shall be

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		entitled to receive from the Company such proportion (if any) of the remuneration otherwise payable to his appointor as such appointor may by notice in writing to the Company from time to time direct, but save as aforesaid he shall not in respect of such appointment be entitled to receive any remuneration from the Company.
	(g)	An Alternate Director shall not be required to hold any share qualification.
PROCEEDINGS OF DIRECTORS
110.	(a)	The Directors may meet together for the despatch of business, adjourn or otherwise regulate their meetings as they think fit. Subject to the provisions of these Articles questions arising at any meeting shall be determined by a majority of votes and in case of an equality of votes the Chairman of the meeting shall not have a second or casting vote.	Meetings of Directors.
	(b)	Any Director may participate at a meeting of the Directors by telephone conference, video conference, audio visual or by means of a similar communication equipment whereby all persons participating in the meeting are able to hear each other in which event such Director shall be deemed to be present at the meeting. A Director participating in a meeting in the manner aforesaid may also be taken into account in ascertaining the presence of a quorum at the meeting. Minutes of the proceedings at a meeting by telephone conference, video conference, audio visual, or other similar communications equipment signed by the Chairman of the meeting shall be conclusive evidence of such proceedings and of the observance of all necessary formalities.
111.      A Director may and the Secretary on the requisition of a Director shall at any time summon a meeting of the Directors. At least fourteen days notice in writing (exclusive of the day on which the notice is served or is deemed to be served) of every meeting of the Directors shall be given to every Director. Every such notice shall specify the place, the day and the hour of the meeting and the general nature of the business to be transacted Provided that any Director may waive the requirement for notice or accept shorter notice of any meeting of the Directors.			Convening meetings of Directors.
112.      Except where the Company only has one (1) Director, the quorum necessary for the transaction of the business of the Directors may be fixed by the Directors and unless so fixed at any other number shall be two (2) Provided that where no quorum is present at any duly convened meeting, the meeting shall be adjourned seven (7) days thereafter at the same time and place and such Directors as are present at such meeting shall be the quorum. A meeting of the Directors at which a quorum is present shall be competent to exercise all the powers and discretions for the time being exercisable by the Directors.			Quorum.
113.      The continuing Directors may act notwithstanding any vacancies in their body but if and so long as the number of Directors is reduced below the minimum number fixed by or in accordance with these Articles the continuing Directors or Director may act for the purpose of filling up such vacancies or of summoning General Meetings of the Company but not for any other purpose. If there be no Directors or Director able or willing to act, then any Members, or if the Company only has a sole Member, then that sole Member, may summon a General Meeting for the purpose of appointing one (1) or more Directors.			Proceedings in case of vacancies.

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114.      The Director shall elect a Chairman and may elect one (1) or more Vice-Chairmen and the Directors may determine the period for which such officers shall respectively hold office. The Chairman (if any), or, in the absence of the Chairman, the Vice-Chairman (if any), or, in the event that there are more than one (1) Vice-Chairman, the senior in appointment among them, shall preside at the meetings of the Directors. If such officers have not been appointed, or if no such officer is present within five (5) minutes after the time appointed for a meeting, the Directors present shall choose one (1) of their number to be Chairman at such meeting.	Chairman and Vice-Chairman.
115.      A resolution in writing signed by the majority of Directors being not less than are sufficient to form a quorum shall be as effective as a resolution passed at a meeting of the Directors duly convened and held, and may consist of several documents in the like form each signed by one (1) or more of the Directors Provided that, where a Director has appointed an Alternate Director but is not himself in Singapore the signature of such Alternate Director (if in Singapore), shall be required. The expressions “in writing” and “signed” include approval by any such Director by telefax, telex, cable, telegram, wireless or facsimile transmission or any form of electronic communication approved by the Directors for such purpose from time to time incorporating, if the Directors deem necessary, the use of security and/or identification procedures and devices approved by the Directors.	Resolutions in writing.
116.      The Directors may delegate any of their powers to committees consisting of such member or members of their body as they think fit. Any committee so formed shall in the exercise of the powers so delegated conform to any regulations that may be imposed on them by the Directors.	Power to appoint committees.
117.      The meetings and proceedings of any such committee consisting of two (2) or more members shall be governed by the provisions of these Articles regulating the meetings and proceedings of the Directors, so far as the same are applicable and are not superseded by any regulations made by the Directors under the last preceding Article.	Proceedings at committee meetings.
118.      All acts done by any meeting of Directors or of a committee of Directors or by any person acting as Director shall as regards all persons dealing in good faith with the Company, notwithstanding that there was some defect in the appointment of any such Director or person acting as aforesaid or that they or any of them were disqualified or had vacated office or were not entitled to vote be as valid as if every such person had been duly appointed and was qualified and had continued to be a Director and had been entitled to vote.	Validity of acts of Directors in spite of some formal defect.
119.      Notwithstanding anything in these Articles, where the Company only has a sole Director, all acts required to be done or business required to be transacted by a meeting of Directors or of a committee of Directors may be done or undertaken by the sole Director and a declaration made by the sole Director, and recorded and signed by the sole Director, shall be evidence that the same has been done or undertaken.	Declaration by a sole Director
GENERAL POWERS OF THE DIRECTORS
120.      The business of the Company shall be managed by or under the direction of the Directors. The Directors may exercise all the powers of the Company except any powers that this Act or the Memorandum of Association and Articles of the Company require the Company to exercise in General Meeting. In particular and without prejudice to the generality of the foregoing the Directors may at their discretion exercise every borrowing power vested in the Company together with collateral power of hypothecating the assets of the Company including any uncalled or called but unpaid	General powers of Directors to manage Company’s business.

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capital, Provided that the Directors shall not carry into effect any proposals for disposing of the whole or substantially the whole of the Company’s undertaking or property unless those proposals have been approved by the Company in General Meeting.
121.      The Directors may from time to time by power of attorney appoint any company, firm or person or any fluctuating body of persons whether nominated directly or indirectly by the Directors to be the attorney or attorneys of the Company for such purposes and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the Directors under these Articles) and for such period and subject to such conditions as they may think fit, and any such power of attorney may contain such provisions for the protection and convenience of persons dealing with such attorney as the Directors may think fit and may also authorise any such attorney to subdelegate all or any of the powers, authorities and discretions vested in him.			Power to appoint attorneys.
122.      All cheques, promissory notes, drafts, bills of exchange, and other negotiable or transferable instruments and all receipts for moneys paid to the Company shall be signed, drawn, accepted, endorsed or otherwise executed, as the case may be, in such manner as the Directors shall from time to time by resolution determine.			Signature of cheques and bills.
BORROWING POWERS
123.      The Directors may borrow or raise money from time to time for the purpose of the Company or secure the payment of such sums as they think fit and may secure the repayment or payment of such sums by mortgage or charge upon all or any of the property or assets of the Company or by the issue of debentures or otherwise as they may think fit.			Directors’ borrowing powers.
SECRETARY
124.      The Secretary or Secretaries shall and a Deputy or Assistant Secretary or Secretaries may be appointed by the Directors for such term, at such remuneration and upon such conditions as they may think fit, and any Secretary, Deputy or Assistant Secretary so appointed may be removed by them, but without prejudice to any claim he may have for damages for breach of any contract of service between him and the Company. The appointment and duties of the Secretary or Secretaries shall not conflict with the provisions of the Act and in particular Section 171 thereof.			Secretary.
SEAL
125.	(a)	The Directors shall provide for the safe custody of the Seal, which shall only be used by the authority of the Directors or a committee of Directors authorised by the Directors in that behalf, and every instrument to which the Seal shall be affixed shall (subject to the provisions of these Articles as to certificates for shares) be signed by a Director and shall be countersigned by the Secretary or by a second Director or by some other person appointed by the Directors in place of the Secretary for the purpose.	Seal.
	(b)	The Company may exercise the powers conferred by the Act with regard to having an Official Seal for use abroad, and such powers shall be vested in the Directors.	Official Seal.
	(c)	The Company may have a duplicate Common Seal as referred to in	Share Seal.

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	Section 124 of the Act which shall be a facsimile of the Common Seal with the addition on its face of the words “Share Seal”.
AUTHENTICATION OF DOCUMENTS
126.      Any Director or the Secretary or any person appointed by the Directors for the purpose shall have power to authenticate any documents affecting the constitution of the Company and any resolutions passed by the Company, including a resolution passed by written means, or resolutions passed by the Directors, and any books, records, documents and accounts relating to the business of the Company, and to certify copies thereof or extracts therefrom as true copies or extracts; and where any books, records, documents or accounts are elsewhere than at the Office, the local manager and other officer of the Company having the custody thereof shall be deemed to be a person appointed by the Directors as aforesaid.		Power to authenticate documents.
127.      A document purporting to be a copy of a resolution of the Directors, an extract from the minutes of a meeting of Directors or a declaration signed by a sole Director in accordance with Article 119 hereof, which is certified as such in accordance with the provisions of the last preceding Article shall be conclusive evidence in favour of all persons dealing with the Company upon the faith thereof that such resolution has been duly passed or, as the case may be, that such extract is a true and accurate record of a duly constituted or deemed meeting of the Directors. Any authentication or certification made pursuant to this Article may be made by any electronic means approved by the Directors from time to time for such purpose incorporating, if the Directors deem necessary, the use of security procedures or devices approved by the Directors.		Certified copies of resolution of the Directors.
DIVIDENDS AND RESERVES
128.      The Company may by Ordinary Resolution declare dividends but (without prejudice to the powers of the Company to pay interest on share capital as hereinbefore provided) no dividend shall be payable except out of the profits of the Company, or in excess of the amount recommended by the Directors.		Payment of dividends.
129.      Subject to the rights of holders of shares with special rights as to dividend (if any), all dividends shall be declared and paid according to the number of shares (excluding treasury shares) held by each Member entitled to receive dividends, but (for the purposes of this Article only) no amount paid on a share in advance of calls shall be treated as paid on the share. All dividends shall be apportioned and paid pro rata according to the number of shares (excluding treasury shares) held by each Member entitled to receive dividends during any portion or portions of the period in respect of which the dividend is paid, but if any share is issued on terms providing that it shall rank for dividend as from a particular date such share shall rank for dividend accordingly.		Apportionment of dividends.
130.      If and so far as in the opinion of the Directors the profits of the Company justify such payments, the Directors may pay the fixed preferential dividends on any class of shares carrying a fixed preferential dividend expressed to be payable on a fixed date on the half-yearly or other dates (if any) prescribed for the payment thereof by the terms of issue of the shares, and subject thereto may also from time to time pay to the holders of any other class of shares interim dividends thereon of such amounts and on such dates as they may think fit.		Payment of preference and interim dividends.
131.      No dividend or other moneys payable on or in respect of a share shall bear interest against the Company.		Dividends not to bear interest.
132.      The Directors may deduct from any dividend or other moneys payable to any		Deduction of debts

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Member on or in respect of a share all sums of money (if any) presently payable by him to the Company on account of calls or in connection therewith.	due to Company.
133.      The Directors may retain any dividend or other moneys payable on or in respect of a share on which the Company has a lien and may apply the same in or towards satisfaction of the debts, liabilities or engagements in respect of which the lien exists.	Retention of dividends on shares subject to lien.
134.      The Directors may retain the dividends payable on shares in respect of which any person is under the provisions as to the transmission of shares hereinbefore contained entitled to become a Member or which any person under those provisions is entitled to transfer until such person shall become a Member in respect of such shares or shall duly transfer the same.	Retention of dividends on shares pending transmission.
135.      The payment by the Directors of any unclaimed dividends or other moneys payable on or in respect of a share into a separate account shall not constitute the Company a trustee in respect thereof. All dividends unclaimed after being declared may be invested or otherwise made use of by the Directors for the benefit of the Company and any dividend unclaimed after a period of six (6) years from the date of declaration of such dividend may be forfeited and if so shall revert to the Company but the Directors may at any time thereafter at their absolute discretion annul any such forfeiture and pay the dividend so forfeited to the person entitled thereto prior to the forfeiture.	Unclaimed dividends.
136.      The Company may, upon the recommendation of the Directors, by Ordinary Resolution direct payment of a dividend in whole or in part by the distribution of specific assets and in particular of paid up shares or debentures of any other company or in any one (1) or more of such ways; and the Directors shall give effect to such resolution and where any difficulty arises in regard to such distribution, the Directors may settle the same as they think expedient and in particular may fix the value for distribution of such specific assets or any part thereof and may determine that cash payments shall be made to any Members upon the footing of the value so fixed in order to adjust the rights of all parties and may vest any such specific assets in trustees as may seem expedient to the Directors.	Payment of dividend in specie.
137.      Any dividend or other moneys payable in cash on or in respect of a share may be paid by cheque or warrant sent through the post to the registered address of the Member or person entitled thereto, or, if several persons are registered as joint holders of the share or are entitled thereto in consequence of the death or bankruptcy of the holder to any one (1) of such persons or to such persons and such address as such persons may by writing direct. Every such cheque or warrant shall be made payable to the order of the person to whom it is sent or to such person as the holder or joint holders or person or persons entitled to the share in consequence of the death or bankruptcy of the holder may direct and payment of the cheque if purporting to be endorsed or the receipt of any such person shall be a good discharge to the Company. Every such cheque or warrant shall be sent at the risk of the person entitled to the money represented thereby.	Dividends payable by cheque.
138.      A transfer of shares shall not pass the right to any dividend declared on such shares before the registration of the transfer.	Effect of transfer.
RESERVES
139.      The Directors may from time to time set aside out of the profits of the Company and carry to reserve such sums as they think proper which, at the discretion of the Directors, shall be applicable for meeting contingencies or for the gradual liquidation of	Power to carry profit to reserve.

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any debt or liability of the Company or for repairing or maintaining the works, plant and machinery of the Company or for special dividends or bonuses or for equalising dividends or for any other purpose to which the profits of the Company may properly be applied and pending such application may either be employed in the business of the Company or be invested. The Directors may divide the reserve into such special funds as they think fit and may consolidate into one (1) fund any special funds or any parts of any special funds into which the reserve may have been divided. The Directors may also without placing the same to reserve carry forward any profits which they may think it not prudent to divide.
CAPITALISATION OF PROFITS AND RESERVES
140.      The Company may, upon the recommendation of the Directors, by Ordinary Resolution resolve that it is desirable to capitalise any sum for the time being standing to the credit of any of the Company’s reserve accounts or any sum standing to the credit of the profit and loss account or otherwise available for distribution, Provided that such sum be not required for paying the dividends on any shares carrying a fixed cumulative preferential dividend and accordingly that the Directors be authorised and directed to appropriate the sum resolved to be capitalised to the Members holding shares in the Company in the proportions in which such sum would have been divisible amongst them had the same been applied or been applicable in paying dividends and to apply such sum on their behalf either in or towards paying up the amounts (if any) for the time being unpaid on any shares held by such Members respectively, or in paying up in full unissued shares or debentures of the Company.			Power to capitalise profits.
141.      Whenever such a resolution as aforesaid shall have been passed, the Directors shall make all appropriations and applications of the sum resolved to be capitalised thereby and all allotments and issues of fully paid shares or debentures (if any) and generally shall do all acts and things required to give effect thereto with full power to the Directors to make such provision by payment in cash or otherwise as they think fit for the case of shares or debentures becoming distributable in fractions and also to authorise any person to enter on behalf of all the Members interested into an agreement with the Company providing for the allotment to them respectively, credited as fully paid up, of any further shares to which they may be entitled upon such capitalisation or (as the case may require) for the payment up by the Company on their behalf, by the application thereto of their respective proportions of the sum resolved to be capitalised, of the amounts or any part of the amounts remaining unpaid on their existing shares and any agreement made under such authority shall be effective and binding on all such Members.			Implementation of resolution to capitalise profits.
MINUTES AND BOOKS
142.      The Directors shall cause minutes to be made in books to be provided for the purpose:			Minutes.
	(a)	of all appointments of officers made by the Directors;
	(b)	of the names of the Directors present at each meeting of Directors and of any committee of Directors;
	(c)	of all resolutions and proceedings at all Meetings of the Company and of any class of Members, of the Directors and of committees of Directors;
	(d)	of all declarations made by a sole Director which is recorded and

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		signed by the sole Director; and
	(e)	of all resolutions passed by written means with the indication of each Member’s agreement (or agreement on his behalf) to the resolutions.
143.      The Directors shall duly comply with the provisions of the Act and in particular the provisions in regard to registration of charges created by or affecting property of the Company, in regard to keeping a Register of Directors, Managers, Secretaries and Auditors, the Register, a Register of Mortgages and Charges and a Register of Directors’ Share and Debenture Holdings and in regard to the production and furnishing of copies of such Registers and of any Register of Holders of Debentures of the Company.			Keeping of Registers, etc.
144.      Any register, index, minute book, book of accounts or other book required by these Articles or by the Act to be kept by or on behalf of the Company may be kept either by making entries in bound books or by recording them in any other manner. In any case in which bound books are not used, the Directors shall take adequate precautions for guarding against falsification and for facilitating discovery.			Form of registers, etc.
ACCOUNTS
145.      The Directors shall cause to be kept such accounting and other records as are necessary to comply with the provisions of the Act and shall cause those records to be kept in such manner as to enable them to be conveniently and properly audited.			Directors to keep proper accounts.
146.      Subject to the provisions of Section 199 of the Act, the books of accounts shall be kept at the Office or at such other place or places as the Directors think fit within Singapore. No Member (other than a Director) shall have any right of inspecting any account or book or document or other recording of the Company except as is conferred by law or authorised by the Directors or by an Ordinary Resolution of the Company.			Location and inspection.
147.      Subject to the provisions of the Act, the Directors shall cause to be prepared and to be laid before the Company in General Meeting such profit and loss accounts, balance sheets, group accounts (if any) and reports as may be necessary.			Presentation of accounts.
148.      Subject to the provisions of the Act, a copy of every balance sheet and profit and loss account which is to be laid before a General Meeting of the Company (including every document required by the Act to be annexed thereto) together with a copy of every report of the Auditors relating thereto (if required) and of the Directors’ report shall not less than fourteen days before the date of the Meeting be sent to every Member of, and every holder of debentures (if any) of, the Company and to every other person who is entitled to receive notices from the Company under the provisions of the Act or of these Articles, Provided that this Article shall not require a copy of these documents to be sent to any person of whose address the Company is not aware or to more than one (1) of the joint holders of a share in the Company or the several persons entitled thereto in consequence of the death or bankruptcy of the holder or otherwise but any Member to whom a copy of these documents has not been sent shall be entitled to receive a copy free of charge on application at the Office.			Copies of accounts.

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AUDITORS
149.      Subject to the provisions of the Act, Auditors shall be appointed and their duties regulated in accordance with the provisions of the Act. Every Auditor of the Company shall have a right of access at all times to the accounting and other records of the Company and shall make his report as required by the Act.	Appointment of Auditors.

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150.      Subject to the provisions of the Act, all acts done by any person acting as an Auditor shall, as regards all persons dealing in good faith with the Company, be valid, notwithstanding that there was some defect in his appointment or that he was at the time of his appointment not qualified for appointment.	Validity of acts of Auditors in spite of some formal defect.
151.      The Auditors shall be entitled to attend any General Meeting and to receive all notices of and other communications relating to any General Meeting to which any Member is entitled and to be heard at any General Meeting on any part of the business of the Meeting which concerns them as Auditors.	Auditors’ right to receive notices of and attend at General Meetings.
NOTICES

152.	(a)	Any notice may be given by the Company to any Member in any of the following ways:		Service of notice.
		(i)	by delivering the notice personally to him; or
		(ii)	by sending it by prepaid mail to him at his registered address in Singapore or where such address is outside Singapore by prepaid air-mail; or
		(iii)	by sending a cable or telex, or telefax containing the text of the notice to him at his registered address in Singapore or where such address is outside Singapore to such address or to any other address as might have been previously notified by the Member concerned to the Company; or
		(iv)	by electronic communication containing the text of the notice to him at an electronic mailing address as previously notified by the Member concerned to the Company for the purpose of receiving electronic communication.
	(b)	Any notice or other communication served under any of the provisions of these Articles on or by the Company or any officer of the Company may be tested or verified by telex or telefax or telephone or electronic means or such other manner as may be convenient in the circumstances but the Company and its officers are under no obligation so to test or verify any such notice or communication.

153.      All notices and documents (including a share certificate) with respect to any shares to which persons are jointly entitled shall be given to whichever of such persons is named first on the Register and notice so given shall be sufficient notice to all the holders of such shares.

Service of notices in respect of joint holders.

154.      Any Member with a registered address shall be entitled to have served upon him at such address any notice to which he is entitled under these Articles, except where the Member has an electronic mailing address notified to the Company for the purpose of receiving electronic communication whereupon any notice may be served by the Company to the Member concerned by electronic communication at the said electronic mailing address.

Members shall be served at registered address.

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155.      A person entitled to a share in consequence of the death or bankruptcy of a Member or otherwise upon supplying to the Company such evidence as the Directors may reasonably require to show his title to the share, and upon supplying also an address for the service of notice, shall be entitled to have served upon him at such address any notice or document to which the Member but for his death or bankruptcy or otherwise would be entitled and such service shall for all purposes be deemed a sufficient service of such notice or document on all persons interested (whether jointly with or as claiming through or under him) in the share. Save as aforesaid any notice or document delivered or sent by post to or left at the registered address of any Member in pursuance of these Articles shall (notwithstanding that such Member be then dead or bankrupt or otherwise not entitled to such share and whether or not the Company have notice of the same) be deemed to have been duly served in respect of any share registered in the name of such Member as sole or joint holder. Service of notices after death etc. of a Member.

156.	(a)	Any notice given in conformity with Article 152 shall be deemed to have been given at any of the following times as may be appropriate:		When service effected.
		(i)	when it is delivered personally to the Member, at the time when it is so delivered;
		(ii)	when it is sent by prepaid mail to an address in Singapore or by prepaid airmail to an address outside Singapore, on the second day following that on which the notice was put into the post; or
		(iii)	when the notice is sent by cable or telex, or telefax, or electronic communication, on the day it is so sent.
	(b)	In proving such service or sending, it shall be sufficient to prove that the letter containing the notice or document was properly addressed and put into the post office as a prepaid letter or airmail letter as the case may be or that a telex or telefax or electronic communication was properly addressed and transmitted or that a cable was properly addressed and handed to the relevant authority for despatch.

157.      Any notice on behalf of the Company or of the Directors shall be deemed effectual if it purports to bear the signature of the Secretary or other duly authorised officer of the Company, whether such signature is printed or written.	Signature on notice.
158.      When a given number of days’ notice or notice extending over any other period is required to be given the day of service shall, unless it is otherwise provided or required by these Articles or by the Act, be not counted in such number of days or period.	Day of service not counted.

159.	(a)	Notice of every General Meeting shall be given in the manner hereinbefore authorised to:		Notice of General Meeting.
		(i)	every Member;
		(ii)	every person entitled to a share in consequence of the death or bankruptcy or otherwise of a Member who but for the same would be entitled to receive notice of the Meeting; and
		(iii)	the Auditor for the time being of the Company.
	(b)	No other person shall be entitled to receive notices of General Meetings.

31

160.      The provisions of Articles 152, 156, 157 and 158 shall apply mutatis mutandis to notices of meetings of Directors or any committee of Directors.	Notice of meetings of Directors or any committee of Directors.
WINDING UP
161.     Subject to the provisions of these Articles and the Act, if the Company is wound up (whether the liquidation is voluntary, under supervision, or by the Court) the Liquidator may, with the authority of a Special Resolution, divide among the Members in specie or kind the whole or any part of the assets of the Company and whether or not the assets shall consist of property of one (1) kind or shall consist of properties of different kinds and may for such purpose set such value as he deems fair upon any one (1) or more class or classes of property to be divided as aforesaid and may determine how such division shall be carried out as between the Members or different classes of Members. The Liquidator may, with the like authority, vest the whole or any part of the assets in trustees upon such trusts for the benefit of Members as the Liquidator with the like authority thinks fit and the liquidation of the Company may be closed and the Company dissolved but so that no Member shall be compelled to accept any shares or other securities in respect of which there is a liability.	Distribution of assets in specie.
INDEMNITY
162.      Subject to the provisions of the Act, every Director, Auditor, Secretary or other officer of the Company shall be entitled to be indemnified by the Company against all costs, charges, losses, expenses and liabilities incurred by him in the execution and discharge of his duties or in relation thereto and in particular and without prejudice to the generality of the foregoing no Director, Manager, Secretary or other officer of the Company shall be liable for the acts, receipts, neglects or defaults of any other Director or officer or for joining in any receipt or other act for conformity or for any loss or expense happening to the Company through the insufficiency or deficiency of title to any property acquired by order of the Directors for or on behalf of the Company or for the insufficiency or deficiency of any security in or upon which any of the moneys of the Company shall be invested or for any loss or damage arising from the bankruptcy, insolvency or tortious act of any person with whom any moneys, securities or effects shall be deposited or left or for any other loss, damage or misfortune whatever which shall happen in the execution of the duties of his office or in relation thereto unless the same happen through his own negligence, wilful default, breach of duty or breach of trust.	Indemnity of Directors and officers.

32

     NAME, ADDRESS AND OCCUPATION OF SUBSCRIBER

Avago Technologies Imaging Holding (Labuan) Corporation
Unit Level 13(E), Main Office Tower
Financial Park Labuan, Jalan Merdeka
87000 FT Labuan, Malaysia

Executed on behalf of Avago Technologies Imaging
Holding (Labuan) Corporation by its duly appointed attorney

-s- Tan Bian Ee

TAN BIAN EE
Attorney

Dated this 1^st day of March 2006.

33

EX-3.26

Exhibit 3.26

Company Registration No.

LL05007

THE OFFSHORE COMPANIES ACT, 1990
PRIVATE COMPANY LIMlTED BY SHARES

MEMORANDUM

AND

ARTICLES OF ASSOCIATION

Avago Technologies Storage Holding (Labuan) Corporation
(Formerly Known as Argos Storage Holding (Labuan) Corporation)

Incorporated on 20 September 2005.

Form 12

Offshore Companies Act 1990
(Section 51(3))

Company No. : LL05007

NOTICE OF RESOLUTION

(INCREASE IN SHARE)

Avago Technologies Storage Holding (Labuan) Corporation (Formerly Known as Argos Storage Holding (Labuan) Corporation)

To
Director-General
Labuan Offshore Financial Services Authority
Federal Territory of Labuan, Malaysia

At a meeting of the members of the above-named company duly convened and held on 01 December 2005 the special resolution set out below was duly passed.

(Set out resolution here if a copy thereof is not annexed)

Resolution:	SPECIAL RESOLUTION:
	-INCREASE OF AUTHORISED SHARE CAPITAL
	“ That the authorised share capital of the Company be hereby increased from USD10,000.00 divided into 10,000 ordinary shares of USD1.00 each to USD20,000,000.00 divided into 20,000,000 ordinary shares of USD1.00 each by the creation of 19,990,000 new ordinary shares of USD1.00 each and such new ordinary shares when issued shall rank pari passu in all respects with the existing ordinary shares in the capital of the Company.”

Dated 01 December 2005

p.p. ZAID IBRAHIM SECRETARIAL SERVICES SDN. BHD

/s/ Azizan Mohd Som

Secretary

Authorized Signatory

Form 11

Offshore Companies Act 1990
(Section 22(2))

Company No : LL05007

CERTIFICATE OF INCORPORATION ON CHANGE OF NAME OF OFFSHORE COMPANY

This is to certify that Argos Storage Holding (Labuan) Corporation which was incorporated as an offshore company under the Offshore Companies Act 1990 on the 20 September 2005 did by a special resolution resolve to change its name to Avago Technologies Storage Holding (Labuan) Corporation and that the company is now known by its new name with effect from the 29 September 2005.

Given under my hand and seal this 29 September 2005

/s/ Mohd. Ridzuan Zulkifli
(MOHD. RIDZUAN ZULKIFLI)
for Labuan Offshore Financial Services Authority
Federal Territory of Labuan
Malaysia

(LABUAN INTERNATIONAL OFFSHORE FINANCIAL CENTRE)

Form 12

Offshore Companies Act 1990
(Section 22(1))

Company No. : LL05007

NOTICE OF RESOLUTION

(CHANGE OF NAME)

Argos Storage Holding (Labuan) Corporation

To
Director-General
Labuan Offshore Financial Services Authority
Federal Territory of Labuan, Malaysia

At a meeting of the members of the above-named company duly convened and held on 28 September 2005 the special resolution set out below was duly passed.

(Set out resolution here if a copy thereof is not annexed)

Resolution:	SPECIAL RESOLUTION:
	- CHANGE OF COMPANY NAME
	“That the name of the Company be changed from “Argos Storage Holding (Labuan) Corporation” to “Avago Technologies Storage Holding (Labuan) Corporation” with effect from the date the Registrar registers the change of name.”

Dated 28 September 2005

p.p. ZAID IBRAHIM SECRETARIAL SERVICES SDN. BHD

/s/ Zafrul Shastri Hashim

Secretary

Authorized Signatory

Form 7

Offshore Companies Act 1990
(Section 15(5))

Company No : LL05007

CERTIFICATE OF INCORPORATION OF OFFSHORE COMPANY

This is to certify that Argos Storage Holding (Labuan) Corporation is incorporated under the Offshore Companies Act 1990 on and from the 20 September 2005 and that the company is a company limited by shares.

Given under my hand and seal this 20 September 2005.

	/s/ Md.Yunus Bin Atip
	(MD.YUNUS BIN ATIP) for Labuan Offshore Financial Services Authority Federal Territory of Labuan Malaysia

(LABUAN INTERNATIONAL OFFSHORE FINANCIAL CENTRE)

Exempted from stamp duty via Stamp Duty
[Exemption] Order 2000 dated 17/01/2000 p.u.[A]9

THE OFFSHORE COMPANIES ACT, 1990
COMPANY LIMITED BY SHARES

MEMORANDUM OF ASSOCIATION

OF

Argos Storage Holding (Labuan) Corporation

A.	The name of the Company is Argos Storage Holding (Labuan) Corporation
B.	The registered office of the Company will be situated in the Federal Territory of Labuan, Malaysia and the management and control of the Company are to be exercised in Malaysia.
C.	The objects for which the Company is established are:-

(1)	To carry on the business of an investment holding company and for that purpose to acquire and hold either in the name of the Company or in that of any nominee shares, stocks, debentures, debenture stocks, bonds, notes, obligations and securities issued or guaranteed by any company or any other legal entity wherever incorporated, formed or carrying on business, and debentures, debenture stocks, bonds, notes, obligations and securities issued or guaranteed by any government, sovereign ruler, commissioners, public body or authority supreme, dependent, municipal, local or otherwise in any part of the world.
(2)	To invest the money of the Company upon such investments, undertaking, partnerships, syndicates, joint and single ventures, public and private corporations and enterprises and in such manner as may from time to time be determined.
(3)	To insure or guarantee the payment of advances, credits, bills of exchange and other commercial obligations or commitments of every description whether at home or abroad, and to indemnify any person against default in any such payment, and to guarantee the payment of money secured by or payable under or in respect of any debenture, debenture stock, bond, mortgage, charge or security of any person or corporation, or any local or other authority.
(4)	To enter into or be a party to any transaction or document.
(5)	To acquire, hold, dispose of or deal with any information or rights or property of any kind.
(6)	To acquire, hold, dispose of or deal with the whole or any part of the undertaking of any other company, association or business.
(7)	To dispose of or otherwise deal with the whole or any part of its undertaking or business.
(8)	To assume any duties, obligations or liabilities.

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(9)	To acquire any rights or interests.
(10)	To provide or procure provision of any services.
(11)	To lend and borrow in any currency or currencies except the Malaysian currency as permitted by the Offshore Companies Act 1990 and the regulations made thereunder and/or the Labuan Offshore Financial Services Authority (“LOFSA”) and/or any relevant governmental or non-governmental authority.
(12)	To procure its registration or recognition in any place outside Labuan.
(13)	To create and extinguish liabilities and rights and interests.
(14)	To issue shares, debentures and options, and to subscribe for shares, debentures and options and to redeem and forfeit the same.
(15)	To employ or retain persons in and about its business or the business of any other company or person.
(16)	To give indemnities and guarantees and obtain indemnities and guarantees.
(17)	To take out insurance of all kinds whether over the property or rights of the Company or not.
(18)	To promote any other company.
(19)	To make gifts, donations and wagers, which may lawfully be made, whether the same may, or may not be for the purpose of advancing its business.
(20)	To do any of the things which it may do in association with any other person and as principal or agent or as trustee or for its own benefit.
(21)	To promote any other business.
(22)	To do all such things as are incidental or conducive to the exercise of the powers of the Company.
(23)	By way of settlement or other dealing or disposition, to give the right to a person not a member of the Company to share in the whole or any part of its gains or profits to the exclusion of its members, provided that in exercising such power no distribution of gains or profits shall be made pursuant to such settlement, disposition or other dealing which would exceed the amount properly distributed as a dividend or properly capable of being returned as capital surplus where such distribution is a distribution to some or to all of the members of the Company.
(24)	To establish or acquire or carry on an office being a subsidiary or a branch or a marketing office or a general office in any part of Malaysia outside Labuan with the approval of LOFSA and subject always to the provisions of the Offshore Companies Act 1990 and regulations made thereunder.

Page 2

(25) To do all other things which are not prohibited by or under the Offshore Companies Act 1990 or the regulations or otherwise by any written law of Malaysia.

D.

The liability of the members is limited.

E.

The share capital of the Company is UNITED STATES DOLLARS TEN THOUSAND (USD10,000.00) only divided into TEN THOUSAND (10,000) ordinary shares of UNITED STATES DOLLAR ONE (USD1.00) par value each (collectively the “Capital”) with power for the Company to increase, sub-divide, consolidate or reduce such Capital and to divide the shares forming the Capital (original, increased or reduced) into several classes and to attach thereto respectively preferential, deferred, special or qualified rights, privileges or conditions as regards dividends, repayment of capital, voting or otherwise.

* * * * * * * * * * * * * * * * * * * * * * * * *

Page 3

We, the several persons whose names and addresses are subscribed, are desirous of being formed into an Offshore Company pursuant to the Offshore Companies Act 1990 and to this Memorandum of Association, and we respectively agree to take the number of shares in the capital of the Company set opposite our respective names.

Names, addresses and descriptions	Number of Shares taken by each
of Subscribers	Subscriber
Argos General IP (Singapore) Pte. Ltd.	1	ONE
(Company No. : 200512430D)	ORDINARY SHARE	ORDINARY SHARE
c/o Wong Partnership,
Advocates and Solicitors,
80 Raffles Place, #58-01, UOB Plaza 1,
SINGAPORE 048624
	/s/ Adam H. Clammer
	Authorised Signatory for
	Argos General IP (Singapore) Pte. Ltd.
Total Number of Shares Taken	ONE ORDINARY SHARE
	OF USD1.00 EACH
Dated this 9th day of September, 2005
Witness to the above signature :
	/s/ Kimberly Ann Wilding
	Name : Kimberly Ann Wilding
	Driving License No.: C1639206
	Address : 49 Showers, Dr. Unit 227, Mountain View, CA 94040, United States of America

Page 4

THE OFFSHORE COMPANIES ACT 1990
COMPANY LIMITED BY SHARES

ARTICLES OF ASSOCIATION

OF

Argos Storage Holding (Labuan) Corporation

INTERPRETATION

1) Definitions. Reference in these Articles to the Act shall mean the Offshore Companies Act, 1990. The following Articles shall constitute the Articles of the Company. In these Articles, words and expressions defined in the Act shall have the same meaning and unless otherwise required by the context, the singular shall include the plural and vice versa, the masculine shall include the feminine and neuter genders and references to persons shall include corporations and all legal entities capable of having a legal existence.

LIMITED COMPANY

2) Private Company Limited By Shares. The Company is a private company, and accordingly:-

(a)	the right to transfer shares is restricted in the manner hereinafter prescribed;
(b)	any invitation to the public to subscribe for any shares or debentures of the Company is prohibited except in accordance with the Act;
(c)	Any invitation to the public to deposit money with the Company for fixed periods or payable at call, whether bearing or not bearing interest, is prohibited except in accordance with the Act; and
(d)	all prices and values given in respect of the shares of the company shall be in a currency other than the Malaysian currency.

SHARES

3)

Issue Of Shares. The shares taken by the subscribers to the Memorandum of Association shall be issued by the directors, subject as aforesaid, and to the provisions of the immediate following Articles, the shares shall be under the control of the directors, who may allot and issue the same to such persons on such terms and conditions and at such times as the directors think fit but so that no shares shall be issued at a discount except in accordance with Section 50 of the Act.

4)

Redeemable Preference Shares. The Company shall have power to issue preference shares carrying a right to redemption or liable to be redeemed at the option of the Company or to issue preference capital ranking equally with or in priority to preference shares already issued and the Directors may, subject to the provisions of the Act, redeem such shares on such terms and in such manner as they may think fit.

Page 5

5)

Share Certificate. Every member shall without payment be entitled, to receive, within two (2) months after allotment or within one (1) month after lodgement of transfer, certificate(s), under the Seal for all the shares registered in his name, specifying the shares to which the certificate relates and the amount paid up thereon Provided that in the case of joint holders the Company shall not be bound to issue more than one certificate and delivery of such certificate to any one of the joint holders shall be sufficient delivery to all. Each share certificate shall be numbered and denote the number of the shares in respect of which it is issued.

6)

Issue of New Certificate. If a certificate is worn out or lost, it may be renewed on production of the worn-out certificate, or on satisfactory proof of its loss together with such indemnity as the directors may reasonably require. Any member receiving a share certificate shall indemnify and hold the Company and its officers harmless from any loss or liability which it or they may incur by reason of wrongful or fraudulent use or representation made by any person by virtue of the possession of such certificate.

LIEN

7)	Company To Have Lien On Shares And Dividends. The Company shall have a first and paramount lien upon all shares (whether fully paid or not) registered in the name of any member, either alone or jointly with any other person, for his debts, liabilities and engagement whether solely or jointly with any other person, to or with the Company, whether the period for the payment fulfilment or discharge thereof shall have actually arrived or not, and such lien shall extend to all dividends from time to time declared in respect of such shares.
8)	Lien May Be Enforced By Sale Of Shares. The directors may sell any shares subject to such lien at such time or times and in such manner as they think fit, but no sale shall be made until such time as the moneys in respect of which such lien exists or some part thereof are or is presently payable or a liability or engagement in respect of which such lien exists is liable to be presently fulfilled or discharged and until a demand and notice in writing stating the amount due or specifying the liability or engagement and demanding payments or fulfilment or discharge thereof, and giving notice of intention to sell in default, shall have been served on such member or any persons entitled by transmission to the shares, and default in payment, fulfilment or discharge shall have been made by him or them for seven (7) days after such notice.
9)	Directors May Authorise Transfer And Enter Purchaser’s Name In Register. To give effect to any such sale the directors may authorise some persons to transfer the shares sold to the purchaser and may enter the purchaser’s name in the register of members as holders of the shares, and the purchaser shall not be bound to see to the application of the purchase money, nor shall his title to the shares be affected by an irregularity or invalidity in the proceedings in reference to the sale.
10)	Application Of Proceeds Of Sale. The net proceeds of any such sale shall be applied in or towards satisfaction of the amount due to the Company or of the liability and the balance (if any) shall be paid to the member or any person entitled by transmission to the shares so sold.
11)	Members Not Entitled To Privilege Of Membership Until All Calls Paid. No member shall be entitled to receive any dividend or to exercise any privilege as a member until he has paid all calls for the time being due and payable on every share held by him, whether alone or jointly with any other person, together with interest and expenses (if any).

Page 6

CALLS ON SHARES

12)	(a)	Directors May Make Calls. The directors may, subject to the provisions of these Articles, from time to time make such calls upon the members in respect of all moneys unpaid on their shares as they think fit, provided that fourteen (14) days’ notice at least is given of each call and each member shall be liable to pay the amount of every call so made upon him to the persons, by the instalments (if any) and at the times and places appointed by the directors.
	(b)	When Call Deemed To Have Been Made. A call shall be deemed to have been made at the time when the resolution of the directors authorising such call was passed.
	(c)	Liability Of Joint Holders. The joint holder of a share shall be jointly and severally liable to pay all calls and instalments in respect thereof.
	(d)	Interest On Unpaid Call. If before or on the said appointed date for payment thereof, a call or instalment payable in respect of a share is not paid, the person from whom the same is due shall pay interest on the amount of the call or instalment at such rate not exceeding ten per cent (10%) per annum as the directors shall fix from the day appointed for payment thereof to the time of actual payment, but the directors may waive payment of such interest wholly or in part.
	(e)	Sum Payable On Allotment Deemed To Be A Call. Any sum which by the terms of allotment of a share is made payable upon allotment or at any fixed date, whether on account of the amount of the share or by way of premium, shall, for all purposes of these Articles, be deemed to be a call duly made and payable on the date fixed for payment, and in case of non-payment the provisions of these Articles as to payment of interest and expenses, forfeiture and the like, and all of the relevant provisions of these Articles, shall apply as if such sum were a call duly made and notified as hereby provided.
	(f)	Difference In Calls. The directors may, from time to time, make arrangements on the issue of shares for a difference between the holders of such shares in the amount of calls to be paid and in the time of payment of such calls.
	(g)	Calls May Be Paid In Advance. The directors may, if they think fit, receive from any member willing to advance the same, all or any part of the money due upon his shares beyond the sums actually called up thereon, and upon the moneys so paid in advance, or so much thereof as exceeds the amount for the time being called up on the shares in respect of which such advance has been made, the directors may pay or allow such interest as may be agreed between them and such member, in addition to the dividend payable upon such part of the share in respect of which such advance has been made as is actually called up.

TRANSFER OF SHARES

13) (a) Offer To Sell Shares. No member shall sell, transfer or otherwise part with the beneficial ownership of any share in the Company without first making an offer to sell the same to the other existing members.

Page 7

(b)	Offer To Remain Open. Every such offer shall remain open for the period stated in the offer, or if it is not stated in the offer, then for one hundred and twenty (120) days from the date of the offer.
(c)	More Than One Offerree. If before the expiry of such period the offeree shall, or if there is more than one any or all of the offeree(s) shall, accept all the shares so offered so that no part of the shares offered remain unaccepted, the offeror shall sell and the offeree or offerees shall purchase all the shares at the price not less than the fair market value as defined under paragraph (e) of this Article 13.
(d)	Notification To Auditors. Any member intending to offer his shares in the Company for sale shall not later than seven (7) days after the offer is made notify the Company’s auditors in writing of his intention to do so.
(e)	“Fair Value”. For the purpose of this Article 13, “fair value” per share shall mean the market value and if there is no market value determinable, it shall be the shareholders equity value equivalent to the total assets amount less the total liabilities amount as shown in the Company’s balance sheet, certified by the Company’s auditor in his sole discretion as at the end of the calendar month immediately preceding the calendar month in which the offer of the sale thereof is made or deemed to have been made, divided by the total number of issued shares of the Company. The fair value so determined shall be final and conclusive and binding upon the selling member and purchasing member. The Company’s auditor for the purpose of this provision, shall report the “fair value” as herein provided to the selling member and purchasing member within sixty (60) days after the receipt from the selling member of a notice in writing of his intention to sell the shares as herein provided. In certifying the fair value of the shares the Company’s auditor shall be acting as an expert and not as an arbitrator, and accordingly, the Malaysian arbitration laws shall not apply. All costs and expenses of the auditor shall be borne by the selling member.
(f)	Transfer To Be In Writing. Subject to the restrictions of these Articles, any member may transfer all or any of his shares but every transfer must be in writing and in the usual common form, or in any other form which the director may approve, and may be under hand only, and must be left at the office or at such other place as the directors may determine for registration, accompanied by the certificate for the shares to be transferred and such other evidence (if any) as the directors may require to prove the title of the intending transferor or his right to transfer the shares.
(g)	Signing By Both Transferor and Transferee. The instrument of transfer of a share shall be signed both by the transferor and by the transferee, and the transferor shall be deemed to remain the holder of the share until the name of the transferee is entered in the register in respect thereof. Shares of different classes shall not be comprised in the same instrument of transfer.
(h)	Retention of Instruments Of Transfer. All instruments of transfer which shall be registered shall be retained by the Company, but any instrument of transfer which the directors may refuse to register shall (except in any case of fraud) be returned to the party presenting the same.

Page 8

(i)	Refusal To Register Transfer. If the directors refuse to register any transfer of a share, they shall within one (1) month after the date of which the transfer was lodged with the Company, send to the transferee notice of the refusal.
(j)	Suspension Of Registration. The registration of transfer may be suspended at such time and for such period as the directors may from time to time determine, provided always that such registration shall not be suspended for more than thirty (30) days in any year.
(k)	Renunciations. Nothing in these Articles shall preclude the directors from recognising a renunciation on the allotment of any share by the allottee in favour of some other persons.

TRANSMISSION OF SHARES

14)	(a)	Transmission On Death. In the case of the death of a shareholder the survivors or survivor where the deceased was a joint holder, and the executors or administrators of the deceased where he was a sole or only surviving holder, shall be the only person recognised by the Company as having any title to his interest in the shares, but nothing in this Article shall release the estate of a deceased holder (whether sole or joint) from any liability in respect of any share held by him.
	(b)	Registration Of Executors And Trustees In Bankruptcy. Any person becoming entitled to a share in consequence of the death, incompetence or bankruptcy of a member may, subject as hereinafter provided, either be registered himself as holder of the share upon giving to the Company notice in writing of his desire, or transfer such share to some other persons. All the provisions relating to the right to transfer and the registration of transfer of shares shall be applicable to any such notice or transfer as aforesaid as if the death, incompetence or bankruptcy of the member had not occurred and the notice or transfer were a transfer executed by such member.
	(c)	Rights Of Unregistered Holders And Trustees. Save as otherwise provided by or in accordance with these provisions, a person becoming entitled to a share in consequence of the death or bankruptcy of a member shall be entitled to the same dividends and other advantages to which he would be entitled if he was the registered holder of the share, except that he shall not be entitled in respect thereof to exercise the rights conferred by the membership in relation to meetings of the Company until he has been registered as a member in respect of the share. Should such person fail either to transfer the share or to be registered as a member in respect thereof within sixty (60) days of being required to do by the directors, he shall be deemed to have elected to be registered as a member in respect thereof and may be registered accordingly.

Page 9

FORFEITURE OF SHARES

15)	(a)	Directors Require Payment Of Call With Interest And Expenses. If any member fails to pay the whole or any part of any call or instalment of a call on or before the day appointed for the payment thereof, the directors may at any time thereafter, during such time as the call or instalment or any part thereof remains unpaid, serve a notice on him or on the person entitled to the share by transmission requiring him to pay such call or instalment or such part thereof as remains unpaid, together with interest at such rate not exceeding ten per cent (10%) per annum as the directors shall determine, and any expenses that may have accrued by reason of such non-payment.
	(b)	Notice Requiring Payment To Contain Certain Particulars. The notice shall name a further day (not earlier than the expiration of seven (7) days from the date of the notice) on or before which such call or instalment, or such part as aforesaid, and all interest and expenses that have accrued by reason of such non-payment, are to be paid. It shall also name the place where payment is to be made, and shall state that, in the event of non-payment at or before the time and at the place appointed, the shares in respect of which such call was made will be liable to be forfeited.
	(c)	On Non-compliance With Notice Shares Forfeited On Resolution Of Directors. If the requirements of any such notice as aforesaid are not complied with, any share in respect of which such notice has been given may at any time thereafter, before the payment required by the notice has been made, be forfeited by a resolution of the directors to that effect. A forfeiture of shares shall include all dividends in respect of the shares not actually paid before the forfeiture notwithstanding that they shall have been declared.
	(d)	Notice Of Forfeiture To Be Given And Entered In Register Of Members. When any share has been forfeited in accordance with these Articles, notice of the forfeiture shall forthwith be given to the holder of the share or to the person entitled to the share by transmission, as the case may be, and an entry of such notice having been given, and of the forfeiture with the date thereof, shall forthwith be made in the register of members opposite to the share.
	(e)	Directors May Annul Forfeiture Upon Terms. Notwithstanding any such forfeiture as aforesaid the directors may, at any time before the forfeited share has been otherwise disposed of, annul the forfeiture upon the terms of payment of all calls and interest due thereon and all expenses incurred in respect of the share and upon such further terms (if any) as they shall see fit to impose.
	(f)	Directors May Dispose Of Forfeited Shares. Every share which shall be forfeited may be sold, re-allotted or otherwise disposed of, either to the person who was before forfeiture the holder thereof or entitled thereto, or to any other person upon such terms and in such manner as the directors shall think fit, and the directors may, if necessary, authorise some person to transfer the same to such other person as aforesaid.

Page 10

(g)	Former Holder Of Forfeited Shares Liable For Call Made Before Forfeiture. A shareholder whose shares have been forfeited shall, notwithstanding, be liable to pay to the Company all calls made and not paid on such shares at the time of forfeiture, and interest thereon to the date of payment, in the same manner in all respect as if the shares had not been forfeited, and to satisfy all (if any) the claims and demands which the Company might have enforced in respect of the shares at the time of forfeiture, without any deduction or allowances for the value of the shares at the time of forfeiture.
(h)	Consequences Of Forfeiture. The forfeiture of a share shall involve the extinction at the time of forfeiture of all interest in and all claims and demands against the Company in respect of the share, and all other rights and liabilities incidental to the share as between the shareholder whose share is forfeited and the Company, except only such of the rights and liabilities as are by these Articles expressly saved, or as are by the Act given or imposed in the case of past members.
(i)	Title To Forfeited Share. A statutory declaration in writing that the declarant is a director of the Company, and that a share has been duly forfeited in pursuance of these Articles, and stating the date upon which it was forfeited, shall, as against all persons claiming to be entitled to the share adversely to the forfeiture thereof, be conclusive evidence of the facts therein stated, and such declaration, together with the receipt of the Company for the consideration (if any) given for the share on the sale or disposition thereof and a certificate of proprietorship of the share under the seal deliver to the person to whom the same is sold or disposed of, shall constitute a good title to the shares, and (subject to the execution of any necessary transfer) such person shall be registered as the holder of the share and shall be discharged from all calls made prior to such sale or disposition, and shall not be bound to see the application of the purchase money (if any) nor shall his title to the share be affected by any act, omission or irregularity to or connected with the proceedings in reference to the forfeiture, sale, re-allotment or disposal of the share.

ALTERATION OF SHARE CAPITAL

16)	Company May Increase Its Capital. The Company may from time to time by Special Resolution increase the share capital by such sum, to be divided into shares of such amount, as the Special Resolution shall prescribe.
17)	Company May Alter Its Capital. The Company may by Special Resolution -

(a)	increasing its share capital by the creation of new shares of such amount as it thinks expedient; or
(b)	consolidating and dividing all or any of its share capital into shares of larger amounts than its existing shares ; or
(c)	subdividing its shares or any of them into shares of smaller amount than is fixed by the Memorandum of Association, so however that in the sub-division the proportion between the amount paid and the amount, if any, unpaid on each reduced share shall be the same as it was in the case of the share from which the reduced share is derived; or

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(d)	cancel any share not taken or agreed to be taken by any person and which has been forfeited and diminish the amount of its share capital by the amount of shares so cancelled; or
(e)	converting all any of its paid-up shares into stock and reconverting that stock into paid-up shares of any denomination; or
(f)	redenominating the currency of any shares by the conversion of shares denominated in one currency to the same number of shares of another currency with the prior written of the creditor, if any.

	Provided that any alteration of the rights of the holders of such existing class of shares shall not prejudice the existing rights of the holders of any other class of shares.
18)	Company May Reduce Its Capital. Subject to any provisions of the Act, the Company may, by Special Resolution, reduce its share capital and any capital redemption reserve fund or any share premium account in any manner.

MODIFICATION OF CLASS RIGHTS

19) Rights Of Shareholders May Be Altered. Subject to the provisions of the Act, all or any of the rights, privileges or conditions for the time being attached or belonging to any class of shares for the time being forming part of the share capital of the Company may from time to time be modified, affected, varied, extended or surrendered in any manner with the consent in writing of the holders of not less than three-fourths of the issued shares of that class, or with the sanction of a Special Resolution passed at a separate general meeting of the holders of the shares of the class. To any separate meeting all the provisions of these Articles as to general meetings of the Company shall mutatis-mutandis apply, but so that the necessary quorum shall be members of the class holding or representing by proxy one third of the share capital paid or credited as paid on the issued shares of the class, and every holder of shares of the class in question shall be entitled on a poll to one vote for any such shares held by him.

GENERAL MEETINGS

20)	(a)	Annual General Meeting. An annual general meeting shall be held once in every calendar year, save and except for the year of incorporation, at such time and place (including in Labuan or any part of Malaysia or any part of the world) as may be determined by the directors, but so that within nine (9) months after the date to which the accounts of the Company are made up.
	(b)	Extraordinary General Meeting. A general meeting other than the statutory meeting and Annual General Meeting is called an Extraordinary General Meeting. The directors may call an Extraordinary Meeting whenever they think fit and an Extraordinary Meeting shall also be convened on such requisition.

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(c)

Resolution Signed By All Members As Effective As If Passed At General Meeting. Subject to the Act, a resolution in writing signed by all members for the time being entitled to receive notice of and attend and vote at general meetings (or being corporations by their duly authorised representatives) shall be valid and effective as if the same had been passed at a general meeting of the Company duly convened and held, and may consist of several documents in the like form each signed by one or more members. For the purposes of this Article a cable telegram, telex, telefax or other electronic communication sent by a member shall be deemed to be document signed by him.

(d)

Notice Of Meeting

(i)	Annual General Meeting
	The Company shall give its members notice of such meeting not less than fourteen (14) days before the meeting. The accidental omission to give such notice to or the non-receipt of such notice by any members shall not invalidate the proceedings or any resolution passed at the meeting.
(ii)	Extraordinary General Meeting
	The Company shall give its members notice for such meeting not less than twenty-one (21) days, specifying the place, day and hour of meeting and in the case of special business the general nature of such business, shall be given in manner hereinafter mentioned to such persons as are under the provisions of these Articles entitled to receive notices of general meetings from the Company, but with the consent of all persons for the time being entitled as aforesaid, a meeting may be convened upon a shorter notice, and in such manner as such persons may approve. The accidental omission to give such notice to or the non-receipt of such notice by any such person shall not invalidate the proceedings or any resolution passed at any such meeting.

PROCEEDINGS AT GENERAL MEETINGS

21)	(a)	Special Business. All business shall be deemed special that is transacted at an Extraordinary General Meeting, and also all that is transacted at an ordinary meeting, with the exception of declaring a dividend, the consideration of the accounts, balance sheets, and the reports of the directors and auditors, and any other documents annexed to the balance sheets, the election of directors in the place of those retiring and the appointment and fixing of the remuneration of the auditors.
	(b)	No Business To Be Transacted Unless Quorum Present. No business shall be transacted at any general meeting unless a quorum is present when the meeting proceeds to business. For all purposes the quorum shall be one shareholder present in person or by proxy. For the purposes of this Article, such shareholder or his proxy shall be deemed to be present at the meeting if he participates by telephone or other electronic means and all members participating in the meeting are able to hear each other and recognise each other’s voice, and for this purpose participation shall constitute proof of recognition.

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(c)	If No Quorum Meeting Dissolved. If within thirty (30) minutes from the time appointed for the holding of a general meeting, a quorum is not present, the meeting shall be dissolved and shall stand adjourned to such other day and at such other time and place as the directors may determine.
(d)	Chairman Of Board To Preside At All Meetings. The chairman, if any, of the board of directors shall preside at every general meeting, but if there be no such chairman or if at any meeting he shall not be present within fifteen (15) minutes after the time appointed for holding the same, or shall be unwilling to act as chairman, the members present shall choose one of the directors to act as chairman or if no director be present, or if all the directors present decline to take the chair, the members present shall choose one of the members present to be chairman of the meeting.
(e)	Notice Of Adjourned Meeting. The chairman may, with the consent of any meeting, adjourn any meeting from time to time and from place to place. Whenever a meeting is adjourned for ten (10) days or more, notice of the adjourned meeting shall be given in the same manner as in the case of an original meeting. Save as aforesaid, no member shall be entitled to any notice of an adjournment or of the business to be transacted at any adjourned meeting other than the business which might have been transacted at the meeting from which the adjournment took place.
(f)	How Poll To Be Taken. A poll demanded on the election of a chairman or on a question of adjournment shall be taken at such time and place, and in such manner as the chairman directs and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded. Any business other than upon which a poll has been demanded may be proceeded with at a meeting pending the taking of the poll.
(g)	Chairman To Have Casting Vote. In the case of an equality of votes, whether on a show of hands or on a poll, the chairman shall be entitled to a second or casting vote.

VOTES OF MEMBERS

22)	(a)	Number Of Votes. Subject to any rights or restrictions for the time being attached to any class or classes of shares, every member present in person or by proxy or represented by an attorney shall have one vote on a show of hands and shall have one vote for each voting share of which he is the holder.
	(b)	Split Votes. On a poll a member entitled to more than one vote need not, if he votes, use all his votes or cast all the votes he uses in the same way.
	(c)	Votes Of Joint Holders Of Shares. In the case of joint holders, the vote of the senior who tenders a vote whether in person or by proxy shall be accepted to the exclusion of the votes of any other joint holder; and for this purpose seniority shall be determined by the order in which the names stand in the register of members.

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(d)	Votes Of Lunatic Member. A person of unsound mind, or in respect of whom an order has been made by a court having jurisdiction in lunacy, may vote, whether on a show of hands or on a poll, by his committee receiver, curator bonis, or other legal curator and such last mentioned persons may give their votes either personally or by proxy.
(e)	Members Indebted To Company In Respect Of Shares Not Entitled To Vote. No members shall be entitled to vote at any general meeting unless all calls or other sums presently payable by him in respect of shares in the Company have been paid.
(f)	Instrument Appointment Proxy To Be In Writing. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing or if the appointor is a corporation under the hand of an officer or attorney of the corporation. The instrument appointing a proxy shall be deemed to confer authority to demand or join in demanding a poll. A proxy or an attorney need not be a member of the Company.
(g)	Instrument Appointing A Proxy To Be Left At The Office. The instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed, or a notarially certified copy of that power or authority shall be deposited at the office not less than forty-eight (48) hours before the time for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote, and in default the instrument of proxy shall not be treated as valid.
(h)	Form Of Proxy. An instrument appointing a proxy shall be in writing in the common form or any other form approved by the directors.
(i)	Corporation Acting By Representative At Meeting. Any corporation or other form of corporate legal entity which is a member of the Company may by resolution of their directors or other governing body authorising such person as they think fit to act as representative at any meeting of the members or any class of members of the Company, and the person so authorised shall be entitled to exercise the same powers on behalf of the corporation which he represents as that corporation could exercise if it were an individual member of the Company.
(j)	Proxy By Cable, Telegram, Telefax, Telex Or Other Electronic Means Shall Be Valid. Notwithstanding the provisions of paragraphs (f), (g) and (h) of this Article hereof the appointment of a proxy shall be valid if made by cable, telegram, telefax, telex or other electronic means.

DIRECTORS

23)	(a)	Number Of Directors. The Company shall have at least one (1) director who may be a resident director or a corporation.
	(b)	Terms Of Appointment. Each director holds office according to the terms of his appointment until his successor takes office or until his earlier death, resignation or removal.

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(c)	First Director. The first director or directors shall be elected by the subscriber to the Memorandum of Association. Thereafter, the director or directors shall be elected by the members or directors for such term as the members or directors may determine and may be removed by the members.
(d)	No Retirement By Rotation. Directors shall not be subject to annual retirement by rotation. Save and except when a resident director is required under the Act, a resident director who is an officer of a Trust Company, which made him available for the appointment, may, subject to agreement between the Company and the Trust Company be replaced at any time.
(e)	Director’s Qualification. A director shall not be required to hold any share qualification in the Company but nevertheless shall be entitled to attend and speak at any meeting of the members and at any separate meeting of the holders of any class of shares in the Company. A director of the Company may be a corporate person. A resident director of the Company shall be an officer of a Trust Company made available for the appointment by such Trust Company.
(f)	Alternate Directors. A director by writing under his hand deposited at the registered office of the Company may from time to time appoint another director or any other person to be his alternate. Every such alternate shall be entitled to be given notice of meetings of the directors and to attend and vote as a director at any such meeting at which the director appointing him is not personally present and generally at such meeting to have and exercise all the powers, rights, duties and authorities of the director appointing him. Every such alternate shall be deemed to be an officer of the Company and shall not be deemed to be an agent of the director appointing him. If undue delay or difficulty would be occasioned by giving notice to a director of a resolution of which his approval is sought in accordance with Article 27(h) hereof, his alternate (if any) shall be entitled to signify approval of the same on behalf of that director.
	A director by writing under his hand deposited at the registered office of the Company may at any time revoke the appointment of an alternate appointed by him. If a director shall die or cease to hold the office of director, the appointment of his alternate shall thereupon cease and terminate.
(g)	Director’s Remuneration. The remuneration of the directors shall from time to time be determined by the Company in general meeting. The directors shall also be paid such travelling, hotel and other expenses as may reasonably be incurred by them in the execution of their duties including any such expenses incurred in connection with their attendance at meetings of directors. If by arrangement with the other directors any director shall perform or render any special duties or services outside his ordinary duties as a director, the directors may pay him special remuneration by way of salary, commission, participation in profits or otherwise as may be arranged. The remuneration or fees, if any, of a resident director shall be payable to the Trust Company which made him available for the appointment, and in such manner and at such times as may be agreed between the Trust Company and the Company.

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(h)	Director May Be Interested In Other Companies. A director of the Company may be or become a director or other officer of, or otherwise interested in, any company whether promoted by the Company or otherwise or in which the Company may be interested as shareholder or otherwise, and no such remuneration or other benefits received by him as a director or officer of, or from his interest in such other company shall constitute an interest in such other company unless the Company otherwise directs.
(i)	Directors To Manage Company’s Business. The business of the Company shall be managed by the Directors who may pay all expenses incurred preliminary to and in connection with the formation and registration of the Company, and may exercise all such powers of the Company as are not by the Act or by these Articles required to be exercised by the members subject to any delegation of such powers as may be authorised by these Articles and to such requirements as may be prescribed by a resolution of the members; but no requirement made by a resolution of the members shall prevail if it be inconsistent with these Articles nor shall such requirement invalidate any prior act of the Directors which would have been valid if such requirement had not been made.
(j)	Managing Director. The directors may from time to time appoint one (1) of the directors to be managing director and a director so appointed shall, subject to the provisions of any contract between him and the Company, be subject to the same provisions as to resignation and removal as the other directors of the Company, and if he ceases to hold the office of directors he shall ipso facto and immediately cease to be a managing director.
(k)	Attorneys. The directors may from time to time and at any time by power of attorney, appoint any company, firm or persons or body or persons, whether nominated directly or indirectly by the directors, to be the attorney or attorneys of the Company for such purposes and with such powers authorities and discretion (not exceeding those vested in or exercisable by the directors under these Articles) and for such period and subject to such conditions as they may think fit, and any such powers of attorneys may contain such provisions for the protection and convenience of persons dealing with any such attorney as the directors may think fit and may also authorise any such attorney to delegate all or any of the powers, authorities and discretion vested in him.
(l)	Directors’ Borrowing Powers. The directors may borrow or raise funds from time to time for the purposes of the Company or secure the payment of such sums as they may think fit, and may secure the repayment or payment of any such sums by mortgage or charge upon all or any of the property or assets of the Company or by the issue of debentures (whether at par or at a discount or premium) or otherwise as they may think fit.
(m)	Vacancies In Board. A vacancy in the board of directors may be filled by the appointment of a new director pursuant to a resolution of members or of a majority of the remaining directors.

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(n)	Directors To Comply With Act. The directors shall duly comply with the provisions of the Act, and particularly the provisions as to registration and keeping copies of mortgages and charges, keeping a register of members, keeping a register of directors and secretaries and entering all necessary particulars therein, and sending a copy thereof or a notification of any changes therein to LOFSA, and sending to such Registrar of Companies an annual return as required by Section 109 of the Act, notices as to increase of capital, returns of allotments and contract relating thereto, copies of Special Resolutions and other particulars connected with the above.
(o)	Directors To Cause Minutes To Be Made. The directors shall cause proper minutes to be made of all general meetings, meetings of directors and committees of the Company and all business transacted at such meetings; and such minutes of any meeting, if purporting to be signed by the chairman of such meeting, shall be conclusive evidence without any further proof of the facts therein stated.
(p)	Director Who Is A Body Corporate. Any director who is a body corporate may appoint any person as its duly authorised representative for the purpose of representing it at Directors’ meetings and of transacting any of the business of the directors.

DIRECTORS CONTRACTING WITH COMPANY
OR HOLD OFFICE OF PROFIT

24)	(a)	Director contracting with the Company. A director may contract with and be interested in any contract or proposed contract with the Company and shall not be liable to account for any profit made by him by reason of any such contract, provided that the nature of the interest of the director in any such contract be declared at a meeting of the directors as required by Section 91 of the Act. No director shall vote as a director in respect of any contract or arrangement in which he is interested, although he shall be counted in the quorum present at the meeting, but this prohibition shall not apply to any contract or arrangement with any other company in which he is interested only as an officer or director of that other company or as holder of shares or other securities.
	(b)	Director holding office or place of profit. A director may hold any other office or place of profit under the Company (except that of auditor) in conjunction with his office of director for such period and on such terms as to remuneration and otherwise as the directors may determine.
	(c)	Remuneration. A director may act by himself or his firm in any professional capacity of the Company (except as auditor) and he or his firm shall be entitled to remuneration for professional services as if he was not a director.

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DISQUALIFICATION OF DIRECTORS

25) Office Of Directors Vacated In Certain Cases. Subject as herein otherwise provided or to the terms of any subsisting agreement, the office of a director shall be vacated:-

(a)	if a receiving order is made against him or he makes any arrangement or composition with his creditors.
(b)	if he is prohibited from being a director by reason of any order made under provisions of the Act.
(c)	if he is found lunatic or becomes of unsound mind.
(d)	if he shall be requested in writing to vacate office by all the other directors and they pass a resolution that he has been so requested and by reason thereof has vacated his office.
(e)	if he resigns his office by notice in writing to the Company.

APPOINTMENT AND REMOVAL OF DIRECTORS

26)	(a)	Appointment. The directors shall have power at any time, and from time to time, to appoint any person to be a director, either to fill a casual vacancy or as an addition to the existing directors. The First Directors of the Company shall be ADAM HERBERT CLAMMER (USA PASSPORT NO. : 205456166) AND KENNETH YEH-KANG HAO (USA PASSPORT NO. : 211313143).
	(b)	Removal. The Company may by ordinary resolution remove any director before the expiration of his period of office, and may by an ordinary resolution appoint another person in his stead.

PROCEEDINGS OF DIRECTORS

27)	(a)	Director May Call Meeting Of Directors. A director may and the Secretary, on the requisition of a director, shall at any time summon a meeting of the directors.
	(b)	Meeting Of Directors. The directors may meet together for the dispatch of business adjourn, and otherwise regulate their meetings, as they think fit. The quorum necessary for the transaction of business shall be two (2). All matters arising at any meeting shall be decided by a majority of votes. In case of an equality of votes the chairman shall have a second or casting vote. For the purposes of this Article, a director shall be deemed to be present at the meeting if he participates by telephone or other electronic means and all directors participating in the meeting are able to hear each other and recognise each other’s voice, and for this purpose participation shall constitute proof of recognition.
	(c)	Chairman Of The Board. The directors may from time to time appoint one of the directors to be chairman of the board and from time to time remove such chairman. If at any meeting the chairman is not present within thirty (30) minutes after the time appointed for holding the same, the directors present shall choose one of their members to be chairman of such meeting.

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(d)	Director May Delegate Their Powers. The directors may delegate any of their powers to committees consisting of such member or members of their board, as they think fit. Any committee so formed shall in the exercise of the powers so delegated conform to any regulations that may be imposed on it by the directors.
(e)	Chairman To Committee. A committee may elect a chairman of its meetings. If no such chairman is elected, or if at any meeting the chairman is not present within five minutes after the time appointed for holding the same, the members present may choose one of the members to be chairman of the meeting.
(f)	Meeting Of Committees. A committee may meet and adjourn, as its members think proper. Questions arising at any meeting shall be determined by a simple majority of votes of the members present, and in case of an equality of votes, the chairman shall not have a second or casting vote.
(g)	All Acts By Directors To Be Valid. All acts done bona fide by any meeting of directors, or by a committee of directors, or by any person acting as a director shall notwithstanding that, it be afterwards discovered that there was some defect in the appointment of any such director or person acting as aforesaid, or that they or any of them were disqualified, be as valid as if every such person had been duly appointed and was qualified to be a director.
(h)	Resolution Signed By Directors To Be Valid. A resolution in writing signed by all the directors shall be as effective for all purposes as a resolution passed at a meeting of the directors duly convened, held and constituted. Any such resolution may be contained in one or more documents signed by one or more of the directors or their respective alternates and for the purposes of this Article, a cable, telegram, telefax or telex or other electronic means sent by a director shall be deemed to be a document in writing signed by him provided that such cable, telegram, telefax, telex or other electronic means is confirmed in writing by the provision of the original thereof within three (3) weeks of the date of such cable, telegram, telefax, telex or other electronic means.

SECRETARY

28)	(a)	Resident Secretary. The Resident Secretary and any additional secretaries, shall be appointed by the directors of the Company and any secretary so appointed may be removed by them. Where there are two or more secretaries, at least one of them shall be a resident secretary who shall be an officer of a Trust Company or a company wholly owned by a Trust Company and made available for the appointment by the said Trust Company. The first Secretary of the Company shall be MESSRS. ZAID IBRAHIM SECRETARIAL SERVICES SDN. BHD. [Company No. 227942-U] who shall be the Resident Secretary of the Company.
	(b)	Remuneration of Resident Secretary. The salary of a Resident Secretary shall be fixed by agreement between the Company and the Trust Company which made the secretary available for the appointment and shall be paid in such manner and at such times as shall be mutually agreed upon.

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THE SEAL

29) Affixing of Seal. The Seal shall not be affixed to any instrument except by the authority of a resolution of the Board of directors, and in the presence of two (2) directors or a director and the Secretary or such other person as the directors may appoint for the purpose and that two (2) directors or a director and the Secretary or other person as aforesaid shall sign every instrument to which the Seal is so affixed in their presence, and in favour of any person bona fide dealing with the Company, such signatures shall be conclusive evidence of the fact that the Seal has been properly affixed.

DIVIDENDS AND RESERVES

30)	(a)	Distribution Of Dividends. Subject to any preferential or other special rights for the time being attached to any special class of shares, the profits of the Company which it shall from time to time be determined to distribute by way of dividend shall be applied in payment of dividends upon the shares of the Company in proportion to the amounts paid up or credited as paid up thereon respectively otherwise than in advance of calls.
	(b)	Declaration Of Dividends. Subject to the provisions of the Act, the directors may from time to time declare dividends, but no such dividend shall be payable except out of the profits, as provided by Section 140 of the Act. The directors may, if they think fit, from time to time declare and pay to the members such dividends as appear to them to be justified by the position of the Company, and may also from time to time, if in their opinion such payment is so justified, pay any preferential dividends which by the terms of issue of any shares are made payable on fixed dates. No higher dividend shall be paid than is recommended by the directors, and the declaration of the directors as to the amount of the net profits shall be conclusive.
	(c)	Directors May Form Reserve Fund. The directors may, before recommending any dividend, set aside out of the profits of the Company such sums as they think proper as a reserve or reserves, which shall at the discretion of the directors be applicable for meeting contingencies, or for repairing or maintaining any works connected with the business of the Company, or for equalising dividends, or for distribution by way of special dividend or bonus, or may be applied for such other purposes for which the profits of the Company may lawfully be applied as the directors may think expedient in the interests of the Company, and pending such application the directors may employ the sums from time to time so set apart as aforesaid in the business of the Company. The directors may also from time to time carry forward such sums, as they may deem expedient in the interest of the Company.
	(d)	Dividend Warrants To Be Posted To Members. Every dividend warrant may, unless otherwise directed, be sent by post to the last registered address of the member entitled thereto, and the receipt of the person whose name at the date of the declaration of the dividend appears on the register of members as the owner of any share or, in the case of joint holders, of any one of such joint holders, shall be a good discharge to the Company for all payments made in respect of such share. No unpaid dividend or interest shall bear interest as against the Company.

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CAPITALISATION OF PROFITS

31) Company May Capitalise Reserves And Undivided Profits. The Company in general meeting may at any time and from time to time pass a resolution that any sum not required for the payment or provision of any fixed preferential dividend, and (A) for the time being standing to the credit of any reserve of the Company including premiums received on the issue of any shares or debentures of the Company, or (B) being undivided net profits in the hands of the Company, be capitalised, and that such sum be appropriated as capital to and amongst the shareholders in the proportions in which they would have been entitled thereto if the same had been distributed by way of dividend on the shares, and in such manner as the resolution may direct, and such resolution shall be effective, and the directors shall in accordance with such resolution apply such sum in paying up in full any unissued shares or debentures of the Company on behalf of the shareholders aforesaid, and appropriate such shares or debentures and distribute the same credited as fully paid up to and amongst such shareholders in the proportions aforesaid in satisfaction of the shares and interests of such shareholders in the said capitalised sum or shall apply such sum or any part thereof on behalf of the shareholders aforesaid in paying up the whole or part of any uncalled balance which shall for the time being be unpaid in respect of any issued shares held by such shareholders or otherwise deal with such sum as directed by such resolution. Where any difficulty arises in respect of any such distribution, the directors may settle the same as they think expedient, and in particular they may issue fractional certificates, fix the value for distribution of any fully paid-up shares or debentures, make cash payments to any shareholders on the footing of the value so fixed in order to adjust rights, and vest any such shares or debentures in trustees upon such trust for the persons entitled to share in the appropriation and distribution as may seem just and expedient to the directors. When deemed requisite a proper contract for the allotment and acceptance of any shares to be distributed as aforesaid shall be delivered to LOFSA for registration in accordance with Section 43 of the Act and the directors may appoint any person to sign such contract on behalf of the person entitled to the share in the appropriation and distribution and such appointment shall be effective.

ACCOUNTS

32) Accounts and books to be kept. The directors shall cause proper accounts to be kept:-

(a)	of the assets and liabilities of the Company;
(b)	of all sums of money received and expended by the Company, and the matters in respect of which such receipts and expenditure take place; and
(c)	of all sales and purchases by the Company.

The accounting and other records shall be kept at the registered office or at such other place as the directors shall think fit, and shall always be open to the inspection by the directors.

33)

Inspection By Members. The directors shall from time to time determine whether in any particular case or class of cases, or generally, to what extent and at what times and places and under what conditions or regulations, the accounts and books of the Company, or any of them shall be open to the inspection of members, and no member (not being a director) shall have rights of inspecting any account or book or document of the Company, except as conferred by the Act or authorised by the directors or by a resolution of the Company in general meeting.

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34) Accounts To Be Laid Before Company. Once in every year the directors shall caused to be laid before the Company at annual general meeting the accounts of the Company not more than nine (9) months after the date to which the accounts are made up.

AUDIT

35)

Appointment Of Auditor. The Directors may from time to time a person or firm who has been approved by and registered with LOFSA as the Auditor of the Company, if they think fit.

36)

Rights And Duties Of Auditors. Every auditor of the Company shall have the right of access at all times to the books of account and vouchers of the Company, and shall be entitled to require from the officers of the Company such information and explanations as he think necessary for the performance of his duties. The report of the auditor shall be annexed to the accounts upon which he reports, and the auditor shall be entitled to receive notice of, and to attend, any meeting at which the Company’s audited profit and loss account and balance sheet are to be presented.

NOTICE

37)	(a)	Service Of Notice. A notice or any other document other than the notice requirements under Articles 20(a) and 20(b), may be served by the Company upon any member either personally or by sending it through the post in a prepaid letter addressed to such member at his last registered address as appearing in the register of members.
	(b)	Service On Joint Holders Of Shares. All notices directed to be given to the members shall with respect to any share to which such persons are jointly entitled, be given to whichever of such persons is named first in the register of members and any notice so given shall be sufficient notice to all the holders of such share.
	(c)	Notices In Case Of Death Or Bankruptcy. A notice may be given by the Company to the persons entitled to any share in consequence of the death or bankruptcy of a member by sending it through the post in a prepaid envelope addressed to them by name or by the title of representatives or trustees of such deceased or bankrupt member, at the address (if any) supplied for the purpose by such person as aforesaid, or (until such an address has been supplied) by giving the notice in the manner in which the same would have been given if the death or bankruptcy had not occurred.
	(d)	When Service Deemed Effected. Any notice or other document, if served or sent by post, shall be deemed to have been served or delivered at the time the letter containing the same is put into the post and in proving such service or sending it shall be sufficient to prove that the letter containing the notice or documents was properly addressed and put into the post office.

INDEMNITY

38) Directors And Officers Entitled To Indemnity. Subject to the provisions of the Act and any other statute for the time being in force, every director or other officer of the Company shall be entitled to be indemnified out of the assets of the Company against all losses or liabilities which he may sustain or incur in or about the execution of the duties of his office or otherwise in relation thereto provided that

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such losses or liabilities are not sustained or incurred by reason of bad faith, negligence or other default of the said director or officer, and no director or other officer shall be liable for any liabilities incurred by the Company in the execution of the duties of his office or in relation thereof.

LODGEMENT

39) Lodgement Of Documents. Every document required or permitted to be lodged or filed with the relevant authorities shall be lodged or filed within the time period pursuant to the provisions of the Act through a Trust Company.

WINDING UP

40) Division Of Assets of the Company. If the Company shall be wound up, the Liquidator may, in accordance with a resolution of members and in accordance with Section 131 of the Act, divide among the members in specie or in kind the whole or any part of the assets of the Company (whether they shall consist of property of the same kind or not) and may for such purpose set such value as he deems fair upon any property to be divided as aforesaid and may determine how such division shall be carried out as between the members or different classes of members. The Liquidator may vest the whole or any part of such assets in trustees upon such trusts for the benefit of the contributories as the Liquidator shall think fit, but so that no member shall be compelled to accept any shares or other securities whereon there is any liability.

AMENDMENTS TO ARTICLES

41) Alteration And Modification. The Company may alter or modify the conditions contained in these Articles as originally drafted or as amended from time to time by a Special Resolution of the Company.

* * * * * * * * * * * * * * * * * * * * * * * * *

Page 24

We, the undersigned subscribers whose names and address are subscribed hereunder being subscribers hereby agree to the foregoing Articles of Association.

NAME, ADDRESS AND PARTICULARS OF SUBSCRIBERS	SIGNATURE AND DESCRIPTION OF SUBSCRIBERS
Argos General IP (Singapore) Pte. Ltd.
(Company No. : 200512430D)
c/o Wong Partnership,
Advocates and Solicitors,
80 Raffles Place,
#58-01, UOB Plaza 1,
SINGAPORE 048624
	/s/ Adam H. Clammer
	Authorised Signatory for
	Argos General IP (Singapore) Pte. Ltd.
Dated this 9th day of September, 2005
Witness to the above signatures:
	/s/ Kimberly Ann Wilding
	Name : Kimberly Ann Wilding
	Driving License No.: C1639206
	Address : 49 Showers, Dr. Unit 227, Mountain View, CA 94040, United States of America

Page 25

EX-3.27

Exhibit-3.27

DEED OF INCORPORATION of:	mail address	P.O. Box 71170
		1008 bd amsterdam
	office address	Fred, Roeskestraat 100
Argos Storage Netherlands B.V.,		1076 ed amsterdam
having its registered offices in Amsterdam	telephone	+31 20 578 57 85
	fax	+31 20 578 58 00
September 28, 2005	internet	www.loyensloeff.com

CONTENTS:

- English office translation of the deed of incorporation of Argos Storage Netherlands B.V. (the “Company”), having its registered offices in Amsterdam, the Netherlands, executed before R. van Bork, civil law notary officiating in Amsterdam, the Netherlands, on September 28, 2005;

- True Copy of the deed of incorporation of the Company;

- Annex I: Power of attorney;

- Annex II: Bank statement;

- Annex III: Statement of No objections.

Loyens & Loeff N.V. is gevestigd te Rotterdam en staat ingeschreven in het handelsregister bij de Kamer van Koophandel en Fabrieken onder nummer 24370566. Uitsluitend Loyens & Loeff N.V. geldt als opdrachtnemer. Op haar dienstverlening zijn haar Algemene Voorwaarden van toepassing, waarin onder meer een beperking van de aansprakelijkheid en een aanwijzing van de bevoegde rechter is opgenomen. Deze Algemene Voorwaarden staan afgedrukt op de achterkant van deze pagina en zijn eveneens te raadplegen via www.loyensloeff.com. Deze voorwaarden zijn op 1 januari 2005 gedeponeerd ter griffie van de rechtbank te Rotterdam onder nummer 142/2004.

AMSTERDAM     •     ANTWERPEN   •   ARNHEM   •   BRUSSEL   •   EINDHOVEN   •   LUXEMBURG   •   ROTTERDAM   •   ARUBA CURACAO   •   FRANKFURT   •   GENEVE   •   LONDEN   •   NEW YORK   •   PARIJS   •   SINGAPORE   •   TOKIO   •   ZURICH

1

Execution Copy

INCORPORATION OF ARGOS STORAGE NETHERLANDS B.V.

This twenty-eighth day of September, two thousand five, there appeared before me, Rudolf van Bork, civil law notary, officiating in Amsterdam, the Netherlands:

Joyce Johanna Cornelia Aurelia Leemrijse, with office address at Fred. Roeskestraat 100, 1076 ED Amsterdam, the Netherlands, born in Eindhoven, the Netherlands, on the twelfth day of November, nineteen hundred and seventy, acting in this respect as authorized representative of:

Argos Storage IP (Singapore) Pte. Ltd., a private company limited by shares organized under the laws of the laws of the Republic of Singapore, having its registered offices in the Republic of Singapore and its office address at 8 Cross Street, #11-00 PWC Building, Singapore 048424, Republic of Singapore, registered with the Registry of Companies and Businesses of the Republic of Singapore under registration number 200512340C (the “Incorporator”).

Power of Attorney.

The authorization of the person appearing is evidenced by a written Power of Attorney attached to this deed (Annex I).

The person appearing has declared to hereby incorporate a private company with limited liability with the following:

2

ARTICLES OF ASSOCIATION:

Article 1. Definitions.

1.1 In these Articles of Association the following words shall have the following meanings:

a.	a “Share”:
	a share in the capital of the Company;
b.	a “Shareholder”:
	a holder of one or more Shares;
c.	the “Shareholders’ Body”:
	the body of the Company consisting of Shareholders entitled to vote together with pledgees and usufructuaries to whom voting rights attributable to Shares accrue;
d.	a “General Meeting of Shareholders”:
	a meeting of Shareholders and other persons entitled to attend meetings of Shareholders;
e.	“DRH-rights”:
	the rights conferred by law upon holders of depositary receipts issued with a company’s cooperation for shares in its capital;
f.	the “Management Board”:
	the management board of the Company;
g.	“in writing”:
	by letter, by telecopier, by e-mail, or by message which is transmitted via any other current means of communication and which can be received in the written form, provided that the identity of the sender can be sufficiently established;
h.	the “Distributable Equity”:
	the part of the Company’s equity which exceeds the aggregate of the issued capital and the reserves which must be maintained pursuant to the law;
i.	a “Company Body”:
	the Management Board or the Shareholders’ Body.

1.2 References to Articles shall be deemed to refer to articles of these Articles of Association, unless the contrary is apparent.

Article 2. Name and Official Seat.

2.1	The Company’s name is:
	Argos Storage Netherlands B.V.
2.2	The official seat of the Company is in Amsterdam.

Article 3. Objects.

The objects of the Company are:

a.	to incorporate, to participate in any way whatsoever in, to manage and to supervise businesses and companies;
b.	to finance businesses and companies;

3

c.	to borrow, to lend and to raise funds, including the issue of bonds, promissory notes or other securities or evidence of indebtedness as well as to enter into agreements in connection with aforementioned activities;
d.	to render advice and services to businesses and companies with which the Company forms a group and to third parties;
e.	to grant guarantees, to bind the company and to pledge its assets for obligations of businesses and companies with which it forms a group and on behalf of third parties;
f.	to acquire, alienate, manage and exploit registered property and items of property in general;
g.	to trade in currencies, securities and items of property in general;
h.	to develop and trade in patents, trade marks, licenses, know-how and other industrial property rights;
i.	to perform any and all activities of an industrial, financial or commercial nature,

and to do all that is connected therewith or may be conducive thereto, all to be interpreted in the broadest sense.

Article 4. Authorized Capital.

4.1	The authorized capital of the Company equals ninety thousand euro (EUR 90,000).
4.2	The authorized capital of the Company is divided into ninety thousand (90,000) Shares with a nominal value of one euro (EUR 1) each.
4.3	All Shares shall be registered. No share certificates shall be issued.

Article 5. Register of Shareholders and Register of Depositary Receipt Holders.

5.1	The Management Board shall keep a register of Shareholders in which the names and addresses of all Shareholders are recorded. The names and addresses of pledgees and usufructuaries of Shares shall also be entered in the register of Shareholders.
5.2	Section 2:194 of the Dutch Civil Code applies to the register of Shareholders.
5.3	If depositary receipts for Shares are issued with the cooperation of the Company, the Management Board shall also keep a register of depositary receipt holders in which the names and addresses of all holders of depositary receipts for Shares are recorded. The register of depositary receipt holders may be part of the register of Shareholders.

Article 6. Issuance of Shares.

6.1	Shares may be issued pursuant to a resolution of the Shareholders’ Body. The Shareholders’ Body may transfer this authority to another Company Body and may also revoke such transfer.
6.2	A resolution to issue Shares shall stipulate the issue price and the other conditions of issue.
6.3	Upon issuance of Shares, each Shareholder shall have a right of pre-emption in proportion to the aggregate nominal value of his Shares.

4

	subject to the relevant limitations prescribed by law and the provision of Article 6.4.
6.4	Prior to each single issuance of Shares, the right of pre-emption may be limited or excluded by the Company Body competent to issue such Shares.
6.5	The provisions of Articles 6.1, 6.2, 6.3 and 6.4 shall apply by analogy to the granting of rights to subscribe for Shares, but do not apply to the issuance of Shares to a person exercising a right to subscribe for Shares previously granted.
6.6	The issue of a Share shall furthermore require a notarial deed, to be executed for that purpose before a civil law notary registered in the Netherlands, to which deed those involved in the issuance shall be parties.
6.7	The full nominal value of each Share must be paid upon issuance.

Article 7. Own Shares; Reduction of the Issued Capital.

7.1	The Company and its subsidiaries may acquire fully paid in Shares or depositary receipts thereof, with due observance of the limitations prescribed by law.
7.2	The Company may grant loans with a view to a subscription for or an acquisition of Shares or depositary receipts thereof, but not in excess of the amount of the Distributable Equity.
7.3	The Company shall maintain a non-distributable reserve up to the outstanding amount of the loans referred to in Article 7.2.
7.4	The Shareholders’ Body may resolve to reduce the Company’s issued capital in accordance with the relevant provisions prescribed by law.

Article 8. Transfer of Shares.

8.1	The transfer of a Share shall require a notarial deed, to be executed for that purpose before a civil law notary registered in the Netherlands, to which deed those involved in the transfer shall be parties.
8.2	Unless the Company itself is party to the legal act, the rights attributable to the Share can only be exercised after the Company has acknowledged said transfer or said deed has been served upon it in accordance with the relevant provisions of the law.

Article 9. Blocking Clause (approval Shareholders’ Body).

9.1	A transfer of one or more Shares can only be effected with due observance of the provisions set out in this Article 9, unless (i) all co-Shareholders have approved the intended transfer in writing, which approval shall then be valid for a period of three months, or (ii) the Shareholder concerned is obliged by law to transfer his Shares to a former Shareholder,
9.2	A Shareholder wishing to transfer one or more of his Shares (hereinafter: the “Applicant”) shall require the approval of the Shareholders’ Body for such transfer. The request for approval shall be made by the Applicant by means of a written notification to the Management Board, stating the

5

	number of Shares he wishes to transfer and the person or persons to whom the Applicant wishes to transfer such Shares, The Management Board shall be obliged to convene and to hold a General Meeting of Shareholders to discuss the request for approval within six weeks from the date of receipt of the request. The contents of such request shall be stated in the convocation.
9.3	Within a period of three months of the Shareholders’ Body granting the approval requested, the Applicant may transfer the total number of the Shares to which the request relates, and not part thereof, to the person or persons named in the request.
9.4	If:

a.	the Shareholders’ Body does not adopt a resolution regarding the request for approval within six weeks after the request has been received by the Management Board; or
b.	the approval has been refused without the Shareholders’ Body having informed the Applicant, at the same time as the refusal, of one or more interested parties who are prepared to purchase all the Shares to which the request for approval relates for payment in cash (hereinafter: “Interested Parties”).

	the approval requested shall be considered to have been granted, in the event mentioned under a on the final day of the six week period mentioned under a. The Company shall only be entitled to act as an Interested Party with the consent of the Applicant.
9.5	The Shares to which the request for approval relates can be purchased by the Interested Parties at a price to be mutually agreed between the Applicant and the Interested Parties or by one or more experts appointed by them. If they do not reach agreement on the price or the expert or experts, as the case may be, the price shall be set by one or more independent experts to be appointed on the request of one or more of the parties concerned by the chairman of the Chamber of Commerce and Factories at which the Company is registered in the Commercial Register. If an expert is appointed, he shall be authorized to inspect all books and records of the Company and to obtain all such information as will be useful to him in setting the price.
9.6	Within one month of the price being set, the Interested Parties must give notice to the Management Board of the number of the Shares to which the request for approval relates they wish to purchase. An Interested Party who fails to submit notice within said term shall no longer be counted as an Interested Party. Once the notice mentioned in the preceding sentence has been given, an Interested Party can only withdraw with the consent of the other Interested Parties.
9.7	The Applicant may withdraw up to one month alter the day on which he is informed to which Interested Party or Parties he can sell all the Shares to which the request for approval relates and at what price.

6

9.8	All notifications and notices referred to in this Article 9 shall be made by certified mail or against acknowledgement of receipt. The convocation of the General Meeting of Shareholders shall be made in accordance with the relevant provisions of these Articles of Association.
9.9	All costs of the appointment of the expert or experts, as the case may be, and their determination of the price, shall be borne by:

a.	the Applicant if he withdraws;
b.	the Applicant and the buyers for equal parts if the Shares have been purchased by one or more Interested Parties, provided that these costs shall be borne by the buyers in proportion to the number of Shares purchased;
c.	the Company, in cases not provided for under a or b.

Article 10. Pledging of Shares and Usufruct in Shares.

10.1	The provisions of Article 8 shall apply by analogy to the pledging of Shares and to the creation or transfer of a usufruct in Shares.
10.2	On the creation of a right of pledge in a Share and on the creation or transfer of a usufruct in a Share, the voting rights attributable to such Share may be assigned to the pledgee or the usufructuary, with due observance of the relevant provisions of the law.
10.3	Both the Shareholder without voting rights and the pledgee or usufructuary with voting rights shall have the DRH-rights. The DRH-rights may also be granted to the pledgee or usufructuary without voting rights, but only if the Shareholders’ Body has approved the same and with due observance of the relevant provisions of the law.

Article 11. Depositary Receipts for Shares.

The Company may cooperate in the issuance of registered depositary receipts for Shares, but pursuant to a resolution to that effect of the Shareholders’ Body only. Each holder of such depositary receipts shall have the DRH-rights.

Article 12. Management Board Members.

12.1	The Management Board shall consist of one or more members. Both individuals and legal entities can be Management Board members.
12.2	Management Board members are appointed by the Shareholders’ Body.
12.3	A Management Board member may be suspended or dismissed by the Shareholders’ Body at any time.
12.4	The authority to establish remuneration and other conditions of employment for Management Board members is vested in the Shareholders’ Body.

Article 13. Duties, Decision-making Process and Allocation of Duties.

13.1	The Management Board shall be entrusted with the management of the Company.
13.2	When making Management Board resolutions, each Management Board member may cast one vote.
13.3	All resolutions of the Management Board shall be adopted by more than half of the votes cast.

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13.4	Management Board resolutions may at all times be adopted outside of a meeting, in writing or otherwise, provided the proposal concerned is submitted to all Management Board members then in office and none of them objects to this manner of adopting resolutions. Adoption of resolutions in writing shall be effected by written statements from all Management Board members then in office.
13.5	Resolutions of the Management Board shall be recorded in a minute book that shall be kept by the Management Board.
13.6	The Management Board may establish further rules regarding its decision-making process and working methods. In this context, the Management Board may also determine the duties for which each Management Board member in particular shall be responsible. The Shareholders’ Body may decide that such rules and allocation of duties must be put in writing and that such rules and allocation of duties shall be subject to its approval.

Article 14. Representation; Conflicts of Interest.

14.1	The Company shall be represented by the Management Board. Each Management Board member shall also be authorized to represent the Company.
14.2	The Management Board may appoint officers with general or limited power to represent the Company. Each officer shall be competent to represent the Company, subject to the restrictions imposed on him. The Management Board shall determine each officer’s title. Such officers may be registered at the Commercial Register, indicating the scope of their power to represent the Company. The authority of an officer thus appointed may not extend to any transaction where the Company has a conflict of interest with the officer concerned or with one or more Management Board members.
14.3	In the event of a conflict of interest between the Company and one or more Management Board members, the provisions of Article 14.1 shall continue to apply unimpaired unless the Shareholders’ Body has appointed one or more other persons to represent the Company in the case at hand or in general in the event of such a conflict. A resolution of the Management Board with respect to a matter involving a conflict of interest with one or more Management Board members in a private capacity shall be subject to the approval of the Shareholders’ Body, but the absence of such approval shall not affect the authority of the Management Board or its members to represent the Company.

Article 15. Approval of Management Board Resolutions.

15.1	The Shareholders’ Body may require Management Board resolutions to be subject to its approval. The Management Board shall be notified in writing of such resolutions, which shall be clearly specified.
15.2	The absence of approval by the Shareholders’ Body of a resolution as referred to in this Article 15 shall not affect the authority of the Management

8

Board or its members to represent the Company.

Article 16. Vacancy or Inability to Act.

If a seat is vacant on the Management Board (ontstentenis) or a Management Board member is unable to perform his duties (belet), the remaining Management Board members or member shall be temporarily entrusted with the management of the Company. If all seats in the Management Board are vacant or all Management Board members or the sole Management Board member, as the case may be, are unable to perform their duties, the management of the Company shall be temporarily entrusted to one or more persons designated for that purpose by the Shareholders’ Body.

Article 17. Financial Year and Annual Accounts.

17.1	The Company’s financial year shall be the calendar year.
17.2	Annually, not later than five months after the end of the financial year, unless by reason of special circumstances this period is extended by the Shareholders’ Body by not more than six months, the Management Board shall prepare annual accounts and deposit the same for inspection by the Shareholders at the Company’s office.
17.3	Within the same period, the Management Board shall also deposit the annual report for inspection by the Shareholders, unless Section 2:396, subsection 6 or Section 2:403 of the Dutch Civil Code applies to the Company.
17.4	The annual accounts shall consist of a balance sheet, a profit and loss account and explanatory notes.
17.5	The annual accounts shall be signed by the Management Board members. If the signature of one or more of them is missing, this shall be stated and reasons for this omission shall be given.
17.6	The Company may, and if the law so requires shall, appoint an accountant to audit the annual accounts. Such appointment shall be made by the Shareholders’ Body.
17.7	The Shareholders’ Body shall adopt the annual accounts.
17.8	The Shareholders’ Body may grant full or limited discharge to the Management Board members for the management pursued.
Article 18. Profits and Distributions.
18.1	The allocation of profits accrued in a financial year shall be determined by the Shareholders’ Body. If the Shareholders’ Body does not adopt a resolution regarding the allocation of the profits prior to or at latest immediately after the adoption of the annual accounts, the profits will be reserved.
18.2	Distribution of profits shall be made after adoption of the annual accounts if permissible under the law given the contents of the annual accounts.
18.3	The Shareholders’ Body may resolve to make interim distributions on Shares and/or to make distributions on Shares at the expense of any reserve of the Company. In addition, the Management Board may decide to make interim distributions on Shares.

9

18.4	Distributions on Shares shall be made payable immediately after the resolution to make the distribution, unless another date of payment has been determined in the resolution.
18.5	Distributions on Shares may be made only up to an amount which does not exceed the amount of the Distributable Equity.
18.6	In calculating the amount of any distribution on Shares, Shares held by the Company shall be disregarded.

Article 19. General Meetings of Shareholders.

19.1	The annual General Meeting of Shareholders shall be held within six months after the end of the financial year.
19.2	Other General Meetings of Shareholders shall be held as often as the Management Board deems such necessary.
19.3	Shareholders and/or persons with DRH-rights representing in the aggregate at least one-tenth of the Company’s issued capital may request the Management Board to convene a General Meeting of Shareholders, stating specifically the subjects to be discussed. If the Management Board has not given proper notice of a General Meeting of Shareholders within four weeks following receipt of such request such that the meeting can be held within six weeks after receipt of the request, the applicants shall be authorized to convene a meeting themselves.

Article 20. Notice, Agenda and Venue of Meetings.

20.1	Notice of General Meetings of Shareholders shall be given by the Management Board. Furthermore, notice of General Meetings of Shareholders may be given by persons to whom voting rights to Shares accrue representing in the aggregate at least half of the Company’s issued capital, without prejudice to the provisions of Article 19.3.
20.2	Notice of the meeting shall be given no later than on the fifteenth day prior to the day of the meeting.
20.3	The notice of the meeting shall specify the subjects to be discussed Subjects which were not specified in such notice may be announced at a later date, with due observance of the term referred to in Article 20.2.
20.4	A subject for discussion of which discussion has been requested in writing not later than thirty days before the day of the meeting by one or more Shareholders and/or persons with DRH-rights who individually or jointly represent at least one percent of the Company’s issued capital, shall be included in the notice or shall be notified in the same way as the other subjects for discussion, provided that no important interest (zwaarwichtig belang) of the Company dictates otherwise.
20.5	The notice of the meeting shall be sent to the addresses of the Shareholders and the persons with DRH-rights shown in the register of Shareholders and the register of depositary receipt holders.
20.6	General Meetings of Shareholders are held in the municipality in which, according to these Articles of Association, the Company has its official seat. General Meetings of Shareholders may also be held elsewhere, but

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in that case valid resolutions of the Shareholders’ Body may only be adopted if all of the Company’s issued capital is represented and each person with DRH-rights has been duly convened.

Article 21. Admittance and Rights at Meetings.

21.1	Each Shareholder and each person with DRH-rights shall be entitled to attend the General Meetings of Shareholders, to address the meeting and, if the voting rights accrue to him, to exercise his voting rights. Shareholders and persons with DRH-rights may be represented in a meeting by a proxy authorized in writing.
21.2	At a meeting, each person present with voting rights must sign the attendance list. The chairperson of the meeting may decide that the attendance list must also be signed by other persons present at the meeting.
21.3	The Management Board members shall, as such, have the right to give advice in the General Meetings of Shareholders,
21.4	The chairperson of the meeting shall decide on the admittance of other persons to the meeting.

Article 22. Chairperson and Secretary of the Meeting.

22.1	The chairperson of a General Meeting of Shareholders shall be appointed by more than half of the votes cast by the persons with voting rights present at the meeting. Until such appointment is made, a Management Board member shall act as chairperson, or, if no Management Board member is present at the meeting, the eldest person present at the meeting shall act as chairperson.
22.2	The chairperson of the meeting shall appoint a secretary for the meeting.

Article 23. Minutes; Recording of Shareholders’ Resolutions.

23.1 The secretary of a General Meeting of Shareholders shad keep minutes of the proceedings at the meeting. The minutes shall be adopted by the chairperson and the secretary of the meeting and as evidence thereof shall be signed by them.

23.2 The Management Board shall keep record of all resolutions adopted by the Shareholders’ Body. If the Management Board is not represented at a meeting, the chairperson of the meeting shall ensure that the Management Board is provided with a transcript of the resolutions adopted, as soon as possible after the meeting. The records shall be deposited at the Company’s office for inspection by the Shareholders and the persons with DRH-rights. On application, each of them shall be provided with a copy of or an extract from the records.

Article 24. Adoption of Resolutions in a Meeting.

24.1 Each Share confers the right to cast one vote.

24.2 To the extent that the law or these Articles of Association do not require a qualified majority, all resolutions of the Shareholders’ Body shall be adopted by more than half of the votes cast.

24.3 If there is a tie in voting, the proposal shall be deemed to have been

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	rejected.
24.4	If the formalities for convening and holding of General Meetings of Shareholders, as prescribed by law or these Articles of Association, have not been complied with, valid resolutions of the Shareholders’ Body may only be adopted in a meeting, if in such meeting all of the Company’s issued capital is represented and such resolution is carried by unanimous vote and each person with DRH-rights is present or represented.
24.5	In the Shareholders’ Body, no voting rights may be exercised for any Share held by the Company or a subsidiary, nor for any Share for which the Company or a subsidiary holds the depositary receipts. However, pledgees and usufructuaries of Shares owned by the Company or a subsidiary are not excluded from exercising the voting rights, if the right of pledge or the usufruct was created before the Share was owned by the Company or such subsidiary. The Company or a subsidiary may not exercise voting rights for a Share in which it holds a right of pledge or a usufruct.

Article 25. Adoption of Resolutions without holding Meetings.

25.1	Resolutions of the Shareholders’ Body may also be adopted in writing without holding a General Meeting of Shareholders, provided they are adopted by the unanimous vote of all Shareholders entitled to vote. The provision of Article 21.3 shall apply by analogy. Adoption of resolutions outside of meetings shall not be permissible if there are persons with DRH-rights.
25.2	Each Shareholder must ensure that the Management Board is informed of the resolutions thus adopted as soon as possible in writing. The Management Board shall keep record of the resolutions adopted and it shall add such records to those referred to in Article 23.2.

Article 26. Amendment of the Articles of Association.

The Shareholders’ Body may resolve to amend these Articles of Association. When a proposal to amend these Articles of Association is to be made at a General Meeting of Shareholders, the notice of such meeting must state so and a copy of the proposal, including the verbatim text thereof, shall be deposited and kept available at the Company’s office for inspection by the Shareholders and the persons with DRH-rights, until the conclusion of the meeting.

Article 27. Dissolution and Liquidation.

27.1 The Company may be dissolved pursuant to a resolution to that effect by the Shareholders’ Body. When a proposal to dissolve the Company is to be made at a General Meeting of Shareholders, this must be stated in the notice of such meeting.

27.2	If the Company is dissolved pursuant to a resolution of the Shareholders’ Body, the Management Board members shall become liquidators of the dissolved Company’s property. The Shareholders’ Body may decide to appoint other persons as liquidators.
27.3	During liquidation, the provisions of these Articles of Association shall

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	remain in force to the extent possible.
27.4	The balance remaining after payment of the debts of the dissolved Company shall be transferred to the Shareholders in proportion to the aggregate nominal value of the Shares held by each.
27.5	In addition, the liquidation shall be subject to the relevant provisions of Book 2, Title 1, of the Dutch Civil Code.

Article 28. Transitory Provision.

The first financial year of the Company shall end on the thirty-first day of December two thousand five. This article shall cease to exist after the end of the first financial year.

Final Statements.

Finally, the person appearing has declared:

a.

at the incorporation the issued Share capital amounts to eighteen thousand Euro (EUR 18,000), divided into eighteen thousand (18,000) Shares of one Euro (EUR 1) each, the numbers 1 through 18,000 (hereinafter: the “Issued Shares”). All of the Issued Shares are hereby subscribed for by the Incorporator. The Issued Shares are issued at par. The Issued Shares have been paid for in cash. Payment in foreign currency was permitted. The documents which must be attached by virtue of Section 2:203a of the Dutch Civil Code have been attached to this deed (Annex II). The Company hereby accepts the payments made for the Issued Shares.

b.

the first members of the management board are:

1.	Kenneth Yeh-Kang Hao, born in Brooklyn, New York, United States of America, on the eleventh day of September, nineteen hundred and sixty-eight, residing at 16 Farm Lane, Hillsborough, California 91010, United States of America;
2.	Adam Herbert Clammer, born in Laguna Beach, California, United States of America, on the twentieth day of August, nineteen hundred and seventy, residing at 1450 Green Street #8, San Francisco, California, United States of America; and
3.	Jean-Marc Pesnel, born in Dugny, France, on the twenty-seventh day of November, nineteen hundred and fifty-nine, residing at 25 rue Berthier, 78000 Versailles, France.

Declaration of No Objection.

The ministerial Declaration of no Objection was granted on the twenty-seventh day of September, two thousand five, under number B.V. 1339850, as stated in the written Declaration of the Ministry of Justice, which has been attached to this instrument (Annex III).

End.

The person appearing is known to me, civil law notary.

This deed was executed in Amsterdam, the Netherlands, on the date stated in the first paragraph of this deed. The contents of the deed have been stated and clarified to the person appearing. The person appearing has declared not to

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wish the deed to be fully read out, to have noted the contents of the deed timely before its execution and to agree with the contents, After limited reading, this deed was signed first by the person appearing and thereafter by me, civil law notary.

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NOTE ABOUT TRANSLATION

This is a fair English translation of the Deed of incorporation of:

Argos Storage Netherlands B.V., having its registered offices in Amsterdam, the Netherlands.

Argos Storage Netherlands B.V. (the “Company”) is a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) organized under the laws of the Netherlands. The Company has its office address at Naritaweg 165, Telestone 8, 1043 BW Amsterdam, the Netherlands. The Company is currently registered with the Commercial Register of the Chamber of Commerce and Industry for Amsterdam under number 34233884.

In preparing the English translation of the deed of incorporation of the Company, an attempt has been made to translate as literally as possible without jeopardising the overall continuity of the text. Inevitably, however, differences may occur in translation, and if they do, the official Dutch text will by law govern. In this translation, Dutch legal concepts are expressed in English terms and not in their original Dutch terms; the concepts concerned may not be identical to concepts described by the English terms as such terms may be understood under the laws of other jurisdictions.

Loyens & Loeff N.V.

Annex I

Power of attorney

POWER OF ATTORNEY

The undersigned, Argos Storage IP (Singapore) Pte. Ltd, (company number 200512340C), a private company limited by shares organized under the laws of the Republic of Singapore, having its registered offices at 8 Cross Street, #11-00 PWC Building, Singapore 048424, registered with the Registry of Companies and Businesses of the Republic of Singapore under registration number 200512340C (the “Company”),

1.	This power of attorney is governed by the laws of the Netherlands.
2.	In this instrument “Authorized Representative(s)” means any of the persons referred to in Clause 3 below.
3.	The Company hereby appoints each and any (deputy) civil law notary and paralegal of Loyens & Loeff N.V. as its Authorized Representative on its behalf and in its name or otherwise (acting jointly as well as separately), especially in order to:

a.	perform all acts and things and to sign and execute all deeds and documents which the Authorized Representative may consider necessary or advisable in connection with the incorporation of Argos Storage Netherlands B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) under the laws of the Netherlands (the “B.V.”) by the Company; and
b.	without prejudice to the generality of the preceding words, to sign and execute the notarial deed of incorporation of the B.V. for and on behalf of the Company, such in conformity with the draft notarial deed of incorporation prepared by Loyens & Loeff N.V..

4.	Each Authorized Representative is entitled to delegate this power of attorney, in full or in part, to a nominee appointed in writing at his own discretion.
5.	The Company hereby covenants and agrees to indemnify and to hold harmless any of the Authorized Representatives or any person(s) designated hereunder by them from and against any liability they or anyone of them might incur for any steps taken by them or anyone of them in connection with this power of attorney.

IN WITNESS WHEREOF, the Company has signed and executed this Power of Attorney on this ____ day of September 2005.

Duly signed for and on behalf of
Argos Storage IP (Singapore) Pte. Ltd.:

/s/ Adam Clammer

By: Adam Clammer

Its: Director

Place: Menlo Park, California

Date: ____ September 2005

EX-3.28

Ex-3.28

          

AMENDMENT TO THE ARTICLES OF ASSOCIATION of:	P.O. Box 71170
	1008 BD AMSTERDAM
Avago Technologies Storage Holdings & B.V.	office address Fred. Roeskestraat 100
(formerly called: Argos Storage Netherlands B.V.).,	E1076 BD AMSTERDAM
having its registered offices in Amsterdam	telephone +31 20 578 57 85
	Fax +31 20 578 58 00
October 13, 2005	internet www.loyensloeff.com

CONTENTS:

-     True Copy of the deed of amendment to the articles of association of Avago Technologies Storage Holdings B.V., formerly called: Argos Storage Netherlands B.V. (the “Company”), having its registered offices in Amsterdam, the Netherlands, executed before R. van Bork civil law notary officiating in Amsterdam, the Netherlands, on October 13, 2005;

shareholders’ resolution (annex I);

statement of No Objections (annex II)

English office translation of the deed of amendment to the articles of association of the Company;

the consecutive text of the articles of association as they read after execution of the before mentioned deed of amendment to the articles of association of the Company; and

-      English offices translation of the consecutive text of the articles of association as they read after execution of the before mentioned deed of amendment to the articles of association of the company.

Loyens & Loeff N.V. is gevestigd te Rotterdam en staat ingeschreven in het handelsregister bij de Kamer van Koophandel en Fabrieken onder nummer 24370566. Uitsluitend Loyens & Loeff N.V. geldt als opdrachtnemer. Op haar dienstverlening zijn haar Algemene Voorwaarden van toepassing, waarin onder meer een beperking van de aansprakelijkheid en een aanwijzing van de bevoegde rechter is opgenomen. Deze Algemene Voorwaarden staan afgedrukt op de achterkant van deze pagina en zijn eveneens te raadplegen via www.loyensloeff.com. Deze voorwaarden zijn op 1 januari 2005 gedeponeerd ter griffie van de rechtbank te Rotterdam onder nummer 142/2004.

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Annex I

Shareholder’s resolution

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SHAREHOLDER’S RESOLUTION
(Argos Storage Netherlands B.V.)

The undersigned:

Argos Storage IP (Singapore Pte, Ltd., a private company limited by shares organized under the laws of the laws of the Republic of Singapore, having its registered offices in the Republic of Singapore and its office address at 8 Cross Street, #11-00 PWC Building, Singapore 048424, Republic of Singapore, registered with the Registry of Companies and Businesses of the Republic of Singapore under registration number 200512340C (hereinafter: the “Shareholder”),

whereas:

- The issued capital of Argos Storage Netherlands B.V., having its official seat in Amsterdam (hereinafter: the “Company”) consists of 18,000 shares with a nominal value of EUR 1 each, numbered 1 through 18,000, and all of such issued shares are held by the Shareholder;

- According to information given by the Management Board of the Company, with respect to the Company no persons hold the rights conferred by Dutch law upon holders of depositary receipts issued with a company’s cooperation for shares in its capital;

- The members of the Management Board of the Company have been given the opportunity to advise on the resolution set out hereinafter;

- Article 25 of the Articles of Association of the Company provides for the possibility of adopting shareholder’s resolutions without holding a meeting;

hereby resolves:

1.	to amend the Articles of Association of the Company in conformity with the draft Deed of Amendment to the Articles of Association prepared by Loyens & Loeff N.V. (advocates, tax advisors and civil law notaries ); and
2.	to authorize each member of the Management Board of the Company and also each civil law notary, each deputy civil law notary and each paralegal of Loyens & Loeff N.V. (advocates, tax advisors and civil law notaries ) to apply to the Dutch Ministry of Justice for the Statement of No Objections and have the Deed of Amendment of the Articles of Association executed.

A copy of this shareholder’s resolution will be sent to the Management Board of the Company in order to enable the Management Board to keep record thereof.

2
 

Signed in ___ on 7 October 2005.

Argos Storage IP (Singapore) Pte. Ltd.

/s/ Kenneth Y. Hao Name: Kenneth Y. Hao

Title: Director

Annex II

Statement of No Objections

English office translation of the deed of amendment to the

articles of association

1
 

English office translation of the deed of amendment

AMENDMENT TO THE ARTICLES OF ASSOCIATION
(Argos Storage Netherlands B.V.,
new name: Avago Technologies Storage Holdings B.V.,)

This thirteen day of October, two thousand five, there appeared before me, Rudolf van Bork, civil-law notary at Amsterdam, the Netherlands: 

Mr. Frank Gerard Röben, with office address at Fred. Roeskestraat 100, 1076 ED Amsterdam, the Netherlands, born in Oldenzaal on the twenty-fourth day of Febuary, nineteen hundred eighty-one.

The person appearing declared the following:

On the seventh day of October, two thousand five (7 October 2005 ) the general meeting of shareholders of Argos Storage Netherlands B.V., a private company limited liability company under Dutch law (besloten vennootschap met beperkte aanspraketijkheid ), having its offical seat in Amsterdam, the Netherlands and its office address at Naritaweg 165, Telestone 8, 1043 BW Amsterdam, the Netherlands, registered with the commercial register of the Chamber of Commerce and Industries for Amsterdam, the Netherlands, under file number 34233884 (the “Company”), resolved to partially amend the Articles of Association of the Company, as well as to authorize the person appearing to have this deed executed. The adoption of such resolutions is evidenced by the shareholder’s resolution attached to this deed (Annex I).

The Articles of Association of the Company were established at the incorporation of the Company, by a deed, executed on the twenty-eighth day of September, two thousand five (28 September 2005) before R. van Bork, aforementioned, with respect to which a ministerial Statement of No Objections was granted on the twenty-seventh day of September, two thousand five (27 September 2005), under number B.V. 1339850. The Articles of Association of the Company have not been amended since.

In implementing the aforementioned resolution, the Articles of Association of the Company are hereby amended as follows.

2
 

Article 2. paragraph 1 is amended and shall read as follows:

“2.1 The Company’s name is:

         Avago Technologies Storage Holdings B.V.”

Statement of No Objections.

With respect the foregoing amendment of the Articles of Association, a ministerial Statement of No Objections of the Dutch Ministry of Justice was granted on the eleventh day of October, two thousand five (11 October, 2005), under number B.V. 1339850, which is evidenced by a written statement from the Dutch Ministry of Justice attached to this deed (Annex II).

End

The person appearing is known to me, civil law notary.

This deed was executed in Amsterdam on the date stated in the first paragraph of this deed. The contents of the deed have been stated and clarified to the person appearing. The person appearing has declared not to wish the deed to be fully read out, to have noted the contents of the deed timely before its execution and to agree with the contents.

After limited reading, this deed was signed first by the person appearing and thereafter by me, civil law notary.

(Was signed: F. G. Röben; R. van Bork).

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NOTE ABOUT TRANSLATION

This is a fair English translation of the deed of amendment to the articles of association of:

Avago Technologies Storage Holdings B.V., previously named: Argos Storage Netherlands B.V., having its registered offices in Amsterdam, the Netherlands, 

executed before R. van Bork, civil-law notary at Amsterdam, on 13 October 2005

Avago Technologies Storage Holdings B.V.. (the “Company”) is a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) organized under the laws of the Netherlands. The Company has its office address at Naritaweg 165, Telestone 8, 1043 BW Amsterdam, the Netherlands.The Company is currently registered with the Commercial Register of the Chamber of^: Commerce and Industry for Amsterdam under number 34233884.

In preparing the English translation of the deed of amendment to the articles of association of the Company, an attempt has been made to translate as liferally as possible without jeopardising the overall continuity of the text. Inevitably, however, differences may occur in translation and if they do, the official Dutch text will by law govern. In this translation, Dutch legal concepts are expressed in English terms and not in their original Dutch terms; the concepts concerned may not be identical to concepts described by the English terms as such terms may be understood under the laws of other jurisdictions.

Loyens & Loeff N.V.

Consecutive text of the articles of association

English office translation of the consecutive text of the
articles of association

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English translation of the articles of association

AVAGO TECHNOLOGIES STORAGE HOLDINGS B.V.

FORMERLY CALLED

ARGOS STORAGE NETHERLANDS B.V.

ARTICLES OF ASSOCIATION

In this English office translation of the articles of association of Avago Technologies Storage Holdings B.V. (formally called: Argos Storage Netherlands B.V.) an endeavour has been made to translate as literally as possible without jeopardising the overall continuity of the text. Inevitably, however, differences can occur in translation and in that case, the Dutch text will govern by law. In this translation, Dutch legal concepts are expressed in English terms. These concepts may not be identical to those described by the English terms given that such terms could be construed otherwise under the laws of other jurisdictions.

The articles of association of Avago Technologies Storage Holdings B. V. formally called: Argos Storage Netherlands B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid), were lately partially amended by notarial deed executed before R. van Bork, civil law notary in Amsterdam, the Netherlands, on October 13, 2005. The Statement of No Objections from the Dutch Ministry of Justice was granted on October 11, 2005, under number B.V. 1339850.

Avago Technologies Storage Holdings B.V. has its registered offices in Amsterdam, the Netherlands, and its principal place of business at Naritaweg 165, Telestone 8, 1043 BW Amsterdam, the Netherlands Avago Technologies Storage Holdings B.V. is currently registered with the Commercial Register of the Chamber of Commerce and Industry for Amsterdam under number 34233884.

Loyens & Loeff N.V.

2

ARTICLES OF ASSOCIATION:

Article 1. Definitions.

1.1 In these Articles of Association the following words shall have the following meanings:

a.	a “Share”:
	a share in the capital of the Company;
b.	a “Shareholder”:
	a holder of one or more Shares;
c.	the “Shareholders’ Body”:
	the body of the Company consisting of Shareholders entitled to vote together with pledgees and usufructuaries to whom voting rights attributable to Shares accrue:
d.	a “General Meeting of Shareholders”:
	a meeting of Shareholders and other persons entitled to attend meetings of Shareholders;
e.	“DRH-rights”:
	the rights conferred by law upon holders of depositary receipts issued with a company’s cooperation for shares in its capital;
f.	the “Management Board”:
	the management board of the Company;
g.	“in writing”:
	by letter, by telecopier, by e-mail, or by message which is transmitted via any other current means of communication and which can be received in the written form, provided that the identity of the sender can be sufficiently established;
h.	the “Distributable Equity”:
	the Part of the Company’s equity which exceeds the aggregate of the issued capital and the reserves which must be maintained pursuant to the law;
i.	a “Company Body”:
	the Management Board or the Shareholders’ Body.

1.2 References to Articles shall be deemed to refer to articles of these Articles of Association, unless the contrary is apparent.

Article 2. Name and Official Seat.

2.1	The Company’s name is:
	Avago Technologies Storage Holdings B.V.
2.2	The official seat of the Company is in Amsterdam.

Article 3. Objects.

The objects of the Company are:

a.	to incorporate, to participate in any way whatsoever in, to manage and to supervise businesses and companies;
b.	to finance businesses and companies;

3

c.	to borrow, to lend and to raise funds, including the issue of bonds, promissory notes or other securities or evidence of indebtedness as well as to enter into agreements in connection with aforementioned activities;
d.	to render advice and services to businesses and companies with which the Company forms a group and to third parties;
e.	to grant guarantees, to bind the company and to pledge its assets for obligations of businesses and companies with which it forms a group and on behalf of third parties;
f.	to acquire, alienate, manage and exploit registered property and items of property in general;
g.	to trade in currencies, securities and items of property in general;
h.	to develop and trade in patents, trade marks, licenses, know-how and other industrial property rights;
i.	to perform any and all activities of an industrial, financial or commercial nature.

and to do all that is connected therewith or may be conducive thereto, all to be interpreted in the broadest sense.

Article 4. Authorized Capital.

4.1 The authorized capital of the Company equals ninety thousand euro (EUR 90,000).

4.2	The authorized capital of the company is divided into ninety thousand (90,000) Shares with a nominal value of one euro (EUR 1) each.
4.3	All shares shall be registered. No share certificates shall be issued.

Article 5. Register of Shareholders and Register of Depositary Receipt Holders.

5.1	The Management Board shall keep a register of Shareholders in which the names and addresses of all Shareholders are recorded. The names and addresses pledgees and usufructuaries of Shares shall also be entered in the register of Shareholders.
5.2	Section 2:194 of the Dutch Civil Code applies to the register of Shareholders.

5.3 If depositary receipts for Shares are issued with the cooperation of the Company, the Management Board shall also keep a register of depositary receipt holders in which the names and addresses of all holders of depositary receipts for Shares are recorded. The register of depositary receipt holders may be part of the register of Shareholders.

Article 6. Issuance of Shares.

6.1	Shares may be issued pursuant to a resolution of the Shareholders’ Body. The Shareholders’ Body may transfer this authority to another Company Body and may also revoke such transfer.
6.2	A resolution to issue Shares shall stipulate the issue price and the other conditions of issue.
6.3	Upon issuance of Shares, each Shareholder shall have a right of pre-emption in proportion to the aggregate nominal value of his Shares,

4

	subject to the relevant limitations prescribed by law and the provision of Article 6.4.
6.4	Prior to each single issuance of Shares, the right of pre-emption may be limited or excluded by the Company Body competent to issue such Shares.
6.5	The provisions of Articles 6.1, 6.2, 6.3 and 6.4 shall apply by analogy to the granting of rights to subscribe for Shares, but do not apply to the issuance of Shares to a person exercising a right to subscribe for Shares previously granted.
6.6	The issue of a Share shall furthermore require a notarial deed, to be executed for that purpose before a civil law notary registered in the Netherlands, to which deed those involved in the issuance shall be parties.

6.7 The full nominal value of each Share must be paid upon issuance.

Article 7. Own Shares; Reduction of the Issued Capital.

7.1 The Company and its subsidiaries may acquire fully paid in Shares or depositary receipts thereof, with due observance of the limitations prescribed by law.

7.2 The Company may grant loans with a view to a subscription for or an acquisition of Shares or depositary receipts thereof, but not in excess of the amount of the Distributable Equity.

7.3 The Company shall maintain a non-distributable reserve up to the outstanding amount of the loans referred to in Article 7.2.

7.4 The Shareholders’ Body may resolve to reduce the Company’s issued capital in accordance with the relevant provisions prescribed by law.

Article 8. Transfer of Shares.

8.1 The transfer of a Share shall require a notarial deed, to be executed for that purpose before a civil law notary registered in the Netherlands, to which deed those involved in the transfer shall be parties.

8.2 Unless the Company itself is party to the legal act, the rights attributable to the Share can only be exercised after the Company has acknowledged said transfer or said deed has been served upon it in accordance with the relevant provisions of the law.

Article 9. Blocking Clause (approval Shareholders’ Body).

9.1 A transfer of one or more Shares can only be effected with due observance of the provisions set out in this Article 9, unless (i) all co-Shareholders have approved the intended transfer in writing, which approval shall then be valid for a period of three months, or (ii) the Shareholder concerned is obliged by law to transfer his Shares to a former Shareholder.

9.2 A Shareholder wishing to transfer one or more of his Shares (hereinafter: the “Applicant”) shall require the approval of the Shareholders’ Body for such transfer. The request for approval shall be made by the Applicant by means of a written notification to the Management Board, stating the

5

	number of Shares he wishes to transfer and the person or persons to whom the Applicant wishes to transfer such Shares. The Management Board shall be obliged to convene and to hold a General Meeting of Shareholders to discuss the request for approval within six weeks from the date of receipt of the request. The contents of such request shall be stated in the convocation.
9.3	Within a period of three months of the Shareholders’ Body granting the approval requested, the Applicant may transfer the total number of the Shares to which the request relates, and not part thereof, to the person or persons named in the request.
9.4	If:

a.	the Shareholders’ Body does not adopt a resolution regarding the request for approval within six weeks after the request has been received by the Management Board; or
b.	the approval has been refused without the Shareholders’ Body having informed the Applicant, at the same time as the refusal, of one or more interested parties who are prepared to purchase all the Shares to which the request for approval relates for payment in cash (hereinafter: “Interested Parties”),
the approval requested shall be considered to have been granted, in the event mentioned under a on the final day of the six week period mentioned under a. The Company shall only be entitled to act as an Interested Party with the consent of the Applicant.

9.5	The Shares to which the request for approval relates can be purchased by the Interested Parties at a price to be mutually agreed between the Applicant and the Interested Parties or by one or more experts appointed by them. If they do not reach agreement on the price or the expert or experts, as the case may be, the price shall be set by one or more independent experts to be appointed on the request of one or more of the parties concerned by the chairman of the Chamber of Commerce and Factories at which the Company is registered in the Commercial Register. If an expert is appointed, he shall be authorized to inspect all books and records of the Company and to obtain all such information as will be useful to him in setting the price.
9.6	Within one month of the price being set, the interested Parties must give notice to the Management Board of the number of the Shares to which the request for approval relates they wish to purchase. An Interested Party who fails to submit notice within said term shall no longer be counted as an Interested Party. Once the notice mentioned in the preceding sentence has been given, an Interested Party can only withdraw with the consent of the other Interested Parties.
9.7	The Applicant may withdraw up to one month after the day on which he is informed to which Interested Party or Parties he can sell all the Shares to which the request for approval relates and at what price.

6

9.8	All notifications and notices referred to in this Article 9 shall be made by certified mail or against acknowledgement of receipt. The convocation of the General Meeting of Shareholders shall be made in accordance with the relevant provisions of these Articles of Association.
9.9	All costs of the appointment of the expert or experts, as the case may be, and their determination of the price, shall be borne by:

a.	the Applicant if he withdraws;
b.	the Applicant and the buyers for equal parts if the Shares have been purchased by one or more Interested Parties, provided that these costs shall be borne by the buyers in proportion to the number of Shares purchased;
c.	the Company, in cases not provided for under a or b.

Article 10. Pledging of Shares and Usufruct in Shares.

10.1	The provisions of Article 8 shall apply by analogy to the pledging of Shares and to the creation or transfer of a usufruct in Shares.
10.2	On the creation of a right of pledge in a Share and on the creation or transfer of a usufruct in a Share, the voting rights attributable to such Share may be assigned to the pledgee or the usufructuary, with due observance of the relevant provisions of the law.
10.3	Both the Shareholder without voting rights and the pledgee or usufructuary with voting rights shall have the DRH-rights. The DRH-rights may also be granted to the pledgee or usufructuary without voting rights, but only if the Shareholders’ Body has approved the same and with due observance of the relevant provisions of the law.

Article 11. Depositary Receipts for Shares.

The Company may cooperate in the issuance of registered depositary receipts for Shares, but pursuant to a resolution to that effect of the Shareholders’ Body only. Each holder of such depositary receipts shall have the DRH-rights.

Article 12. Management Board Members.

12.1	The Management Board shall consist of one or more members. Both individuals and legal entities can be Management Board members.
12.2	Management Board members are appointed by the Shareholders’ Body.
12.3	A Management Board member may be suspended or dismissed by the Shareholders’ Body at any time.
12.4	The authority to establish remuneration and other conditions of employment for Management Board members is vested in the Shareholders’ Body.

Article 13. Duties, Decision-making Process and Allocation of Duties.

13.1	The Management Board shall be entrusted with the management of the Company.
13.2	When making Management Board resolutions, each Management Board member may cast one vote.
13.3	All resolutions of the Management Board shall be adopted by more than half of the votes cast.

 7 

13.4	Management Board resolutions may at all times be adopted outside of a meeting, in writing or otherwise, provided the proposal concerned is submitted to all Management Board members then in office and none of them objects to this manner of adopting resolutions. Adoption of resolutions in writing shall be effected by written statements from all Management Board members then in office.
13.5	Resolutions of the Management Board shall be recorded in a minute book that shall be kept by the Management Board.
13.6	The Management Board may establish further rules regarding its decision making process and working methods. In this context, the Management Board may also determine the duties for which each Management Board member in particular shall be responsible. The Shareholders’ Body may decide that such rules and allocation of duties must be put in writing and that such rules and allocation of duties shall be subject to its approval.

Article 14. Representation; Conflicts of Interest.

14.1	The Company shall be represented by the Management Board. Each management Board member shall also be authorized to represent the Company.
14.2	The Management Board may appoint officers with general or limited power to represent the Company. Each officer shall be competent to represent the Company, subject to the restrictions imposed on him. The Management Board shall determine each officer’s title. Such officers may be registered at the Commercial Register, indicating the scope of their power to represent the Company. The authority of an officer thus appointed may not extend to any transaction where the Company has a conflict of interest with the officer concerned or with one or more Management Board members.
14.3	In the event of a conflict of interest between the Company and one or more Management Board members, the provisions of Article 14.1 shall continue to apply unimpaired unless the Shareholders’ Body has appointed one or more other persons to represent the Company in the case at hand or in general in the event of such a conflict. A resolution of the Management Board with respect to a matter involving a conflict of interest with one or more Management Board members in a private capacity shall be subject to the approval of the Shareholders’ Body, but the absence of such approval shall not affect the authority of the Management Board or its members to represent the Company.

Article 15. Approval of Management Board Resolutions.

15.1	The Shareholders’ Body may require Management Board resolutions to be subject to its approval. The Management Board shall be notified in writing of such resolutions, which shall be clearly specified.
15.2	The absence of approval by the Shareholders’ Body of a resolution as referred to in this Article 15 shall not affect the authority of the Management Board or its members to represent the Company.

 8 

Article 16. Vacancy or Inability to Act.

If a seat is vacant on the Management Board (ontstentenis) or a Management Board member is unable to perform his duties (belet), the remaining Management Board members or member shall be temporarily entrusted with the management of the Company. If all seats in the Management Board are vacant of all Management Board members or the sole Management Board member, as the case may be, are unable to perform their duties, the management of the Company shall be temporarily entrusted to one or more persons designated for that purpose by the Shareholders’ Body.

Article 17. Financial Year and Annual Accounts.

17.1	The Company’s financial year shall be the calendar year.
17.2	Annually, not later than five months after the end of the financial year, unless by reason of special circumstances this period is extended by the Shareholders’ Body by not more than six months, the Management Board shall prepare annual accounts and deposit the same for inspection by the Shareholders at the Company’s office.
17.3	Within the same period, the Management Board shall also deposit the annual report for inspection by the Shareholders, unless Section 2:396, subsection 6 or Section 2:403 of the Dutch Civil Code applies to the Company.
17.4	The annual accounts shall consist of a balance sheet, a profit and loss account and explanatory notes.
17.5	The annual accounts shall be signed by the Management Board members. If the signature of one or more of them is missing, this shall be stated and reasons for this omission shall be given.
17.6	The Company may, and if the law so requires shall, appoint and accountant to audit the annual accounts. Such appointment shall be made by the Shareholders’ Body.
17.7	The Shareholders’ Body shall adopt the annual accounts.
17.8	The Shareholders’ Body may grant full or limited discharge to the Management Board members for the management pursued.

Article 18. Profits and Distributions.

18.1	The allocation of profits accrued in a financial year shall be determined by the Shareholders’ Body. If the Shareholders’ Body does not adopt a resolution regarding the allocation of the profits prior to or at latest immediately after the adoption of the annual accounts, the profits will be reserved.
18.2	Distribution of profits shall be made after adoption of the annual accounts if permissible under the law given the contents of the annual accounts.
18.3	The Shareholders’ Body may resolve to make interim distributions on Shares and/or to make distributions on Shares at the expense of any reserve of the Company. In addition, the Management Board may decide to make interim distributions on Shares.

 9 

18.4	Distributions on Shares shall be made payable immediately after the resolution to make the distribution, unless another date of payment has been determined in the resolution.
18.5	Distributions on Shares may be made only up to an amount which does not exceed the amount of the Distributions Equity.
18.6	In calculating the amount of any distribution on Shares, Shares held by the Company shall be disregarded.

Article 19. General Meetings of Shareholders.

19.1	The annual General Meeting of Shareholders shall be held within six months after the end of the financial year.
19.2	Other General Meetings of Shareholders shall be held as often as the Management Board deems such necessary.
19.3	Shareholders and/or persons with DRH-rights representing in the aggregate at least one-tenth of the Company’s issued capital may request the Management Board to convene a General Meeting of Shareholders, stating specifically the subjects to be discussed. If the Management Board has not given proper notice of a General Meeting of Shareholders within four weeks following receipt of such request such that the meeting can be held within six weeks after receipt of the request, the applicants shall be authorized to convene a meeting themselves.

Article 20. Notice, Agenda and Venue of Meetings.

20.1	Notice of General Meetings of Shareholders shall be given by the Management Board. Furthermore, notice of General Meetings of Shareholders may be given by persons to whom voting rights to Shares accrue representing in the aggregate at least half of the Company’s issued capital, without prejudice to the provisions of Article 19.3.
20.2	Notice of the meeting shall be given no later than on the fifteenth day prior to the day of the meeting.
20.3	The notice of the meeting shall specify the subjects to be discussed. Subjects which were not specified in such notice may be announced at a later date, with due observance of the term referred to in Article 20.2.
20.4	A subject for discussion of which discussion has been requested in writing not later than thirty days before the day of the meeting by one or more Shareholders and/or persons with DRH-rights who individually or jointly represent at least one percent of the Company’s issued capital, shall be included in the notice or shall be notified in the same way as the other subjects for discussion, provided that no important interest (zwaarwichtigbelang) of the Company dictates otherwise.
20.5	The notice of the meeting shall be sent to the addresses of the Shareholders and the persons with DRH-rights shown in the register of Shareholders and the register of depositary receipt holders.
20.6	General Meetings of Shareholders are held in the municipality in which, according to these Articles of Association, the Company has its official seat. General Meetings of Shareholders may also be held elsewhere, but

 10 

in that case valid resolutions of the Shareholders’ Body may only be adopted if all of the Company’s issued capital is represented and each person with DRH-rights has been duly convened.

Article 21. Admittance and Rights at Meetings.

21.1	Each Shareholder and each person with DRH-rights shall be entitled to attend the General Meetings of Shareholders, to address the meeting and, if the voting rights accrue to him, to exercise his voting rights. Shareholders and persons with DRH-rights may be represented in a meeting by a proxy authorized in writing.
21.2	At a meeting, each person present with voting rights must sign the attendance list. The chairperson of the meeting may decide that the attendance list must also be signed by other persons present at the meeting.
21.3	The Management Board members shall, as such, have the right to give advice in the General Meetings of Shareholders.
21.4	The chairperson of the meeting shall decide on the admittance of other persons to the meeting.

Article 22. Chairperson and Secretary of the Meeting.

22.1	The chairperson of a General Meeting of Shareholders shall be appointed by more than half of the votes cast by the persons with voting rights present at the meeting. Until such appointment is made, a Management Board member shall act as chairperson, or, if no Management Board member is present at the meeting, the eldest person present at the meeting shall act as chairperson.
22.2	The chairperson of the meeting shall appoint a secretary for the meeting.

Article 23. Minutes; recording of Shareholders’ Resolutions.

23.1

The secretary of a General Meeting of Shareholders shall keep minutes of the proceedings at the meeting. The minutes shall be adopted by the chairperson and the secretary of the meeting and as evidence thereof shall be signed by them.

23.2

The Management Board shall keep record of all resolutions adopted by the Shareholders’ Body. If the Management Board is not represented at a meeting, the chairperson of the meeting shall ensure that the Management Board is provided with a transcript of the resolutions adopted, as soon as possible after the meeting. The records shall be deposited at the Company’s office for inspection by the Shareholders and the persons with DRH-rights. On application, each of them shall be provided with a copy of or an extract from the records.

Article 24. Adoption of Resolutions in a Meeting.

24.1	Each Share confers the right to cast one vote.
24.2	To the extent that law or these Articles of Association do not require a qualified majority, all resolutions of the Shareholders’ Body shall be adopted by more than half of the votes cast.
24.3	If there is a tie in voting, the proposal shall be deemed to have been rejected.

11

24.4

If the formalities for convening and holding of General Meetings of Shareholders, as prescribed by law or these Articles of Association, have not been complied with, valid resolutions of the Shareholder’s Body may only be adopted in a meeting, if in such meeting all of the Company’s issued capital is represented and such resolution is carried by unanimous vote and each person with DRH-rights is present or represented.

24.5

In the Shareholder’s Body, no voting rights may be exercised for any Share held by the Company or a subsidiary, nor for any Share for which the Company or a subsidiary holds the depositary receipts. However, pledgees and usufructuaries of Shares owned by the Company or a subsidiary are not excluded from exercising the voting rights, if the right of pledge or the usufruct was created before the Share was owned by the Company or such subsidiary. The Company or a subsidiary may not exercise voting rights for a Share in which it holds a right of pledge or a usufruct.

Article 25. Adoption of Resolutions without holding Meetings.

25.1	Resolutions of the Shareholders’ Body may also be adopted in writing without holding a General Meeting of Shareholders, provided they are adopted by the unanimous vote of all Shareholders entitled to vote. The provision of Article 21.3 shall apply by analogy. Adoption of resolutions outside of meetings shall not be permissible if there are persons with DRH-rights.
25.2	Each Shareholder must ensure that the Management Board is informed of the resolutions thus adopted as soon as possible in writing. The Management Board shall keep record of the resolutions adopted and it shall add such records to those referred to in Article 23.2.

Article 26. Amendment of the Articles of Association.

The shareholders’ Body may resolve to amend these Articles of Association. When a proposal to amend these Articles of Association is to be made at a General Meeting of Shareholders, the notice of such meeting must state so and a copy of the proposal, including the verbatim text thereof, shall be deposited and kept available at the Company’s office for inspection by the Shareholders and the persons with DRH rights, until the conclusion of the meeting.

Article 27. Dissolution and Liquidation.

27.1	The Company may be dissolved pursuant to a resolution to that effect by the Shareholders’ Body. When a proposal to dissolve the Company is to be made at a General Meeting of Shareholders, this must be stated in the notice of such meeting.
27.2	If the Company is dissolved pursuant to a resolution of the Shareholders’ Body, the Management Board members shall become liquidators of the dissolved Company’s property. The Shareholders’ Body may decide to appoint other persons as liquidators.
27.3	During liquidation, the provisions of these Articles of Association shall remain in force to the extent possible.

12

27.4	The balance remaining after payment of the debts of the dissolved Company shall be transferred to the Shareholders in proportion to the aggregate nominal value of the Shares held by each.
27.5	In addition, the liquidation shall be subject to the relevant provisions of Book 2, Title 1, of the Dutch Civil Code.

Article 28. Transitory Provision.

The first financial year of the Company shall end on the thirty-first day of December two thousand five. This article shall cease to exist after the end of the first financial year.

EX-3.29

Exhibit-3.29

CERTIFICATE OF INCORPORATION
OF A PRIVATE LIMITED COMPANY

Company No. 5578782

The Registrar of Companies for England and Wales hereby certifies that

AVAGO TECHNOLOGIES UK LIMITED

is this day incorporated under the Companies Act 1985 as a private company and that the company is limited.

Given at Companies House, Cardiff, the 29th September 2005

THE OFFICIAL SEAL OF THE
REGISTRAR OF COMPANIES

Companies House
—— for the record —

The above information was communicated in non-legible form and authenticated by the
Registrar of Companies under section 710A of the Companies Act 1985

The Companies Acts 1985 to 1989
Company limited by shares

Memorandum and Articles
of Association

Avago Technologies UK Limited

Registered Number 5578782

Incorporated 29^th September 2005

THE COMPANIES ACTS 1985 TO 1989
COMPANY LIMITED BY SHARES

MEMORANDUM OF ASSOCIATION

OF           AVAGO TECHNOLOGIES UK LIMITED

1.	The name of the Company is Avago Technologies UK Limited
2.	The registered office of the Company will be situated in England and Wales.
3.	The objects for which the Company is established are:-

(A) To carry on business as a general commercial company.

(B) To carry on any other business which may in the opinion of the directors of the Company be capable of being conveniently carried on in connection with any business which the Company is authorised to carry on or which may seem capable of being directly or indirectly to the benefit of the Company.

(C) To purchase or otherwise acquire all or any part of the business, property and other assets and liabilities of any company, partnership, unincorporated association or person or establish or promote any company which may be expedient for any of the purposes of the Company or carrying on any business which the Company is authorised to carry on, and upon any terms and for any consideration, and to conduct and carry on, or liquidate and wind up, any such business.

(D) To enter into partnership with or into any joint venture with or any arrangement involving sharing of profits, union of interests, reciprocal concessions or any other form of co-operation with any person or company carrying on or about to carry on or be engaged in any business or transaction which the Company is authorised to carry on, upon any terms and for any consideration.

(£) To take part in the formation or management or control of the business of any company, firm, partnership or person, on such terms and with such provision for the remuneration of persons involved with or connected with such business as the Company may think fit.

(F) To establish, promote, control or otherwise assist any company or companies for the purpose of acquiring any of the property of the Company or furthering any of the objects of the Company.

(G) To take or otherwise acquire, hold, sell or otherwise deal with any shares, securities or obligations of any company, whether constituted or carrying on business within or outside the United Kingdom, and other securities of any kind and in any part of the world, and to issue or guarantee the issue of, or the payment of interest on, any such shares or securities, and to pay or provide for brokerage, commission and underwriting in respect of any such issue.

(H) To purchase, take on lease or in exchange, or otherwise acquire for the purpose of the Company, any real or persona! property which to the Company may seem suitable or convenient for any purposes of its business.

(i) To purchase or otherwise acquire, erect, maintain, reconstruct and adapt any offices, workshops, mills, plant, machinery and other things found necessary or convenient for the purposes of the Company.

(J) To apply for and take out, purchase or otherwise acquire any designs, trade marks, patents, patent rights or inventions, copyright, secret processes, licenses, or any like rights which may be useful for the purposes of any of the Company’s businesses or which may be directly or indirectly to the benefit of the Company, and to use, exercise, develop, grant licenses in respect of or otherwise deal with the rights and information so acquired.

(K) To manufacture, buy, sell, hire, repair, improve and generally deal in all materials, machinery, tools, goods or articles of any kind which may be required or used in connection with any of the businesses of the Company.

(L) To sell, let on lease or otherwise dispose of or grant rights over the business, undertakings and real and personal property of the Company on such terms as the Company shall determine.

(M) To accept shares (fully or partly paid-up), stocks, the debentures, mortgage debentures or any other securities of any other company in payment or part payment for arty services rendered or for any sale made to or debt owing from any such company, and to hold, sell or otherwise deal or dispose of any shares, stock or securities so acquired.

(N) To draw, make, accept, endorse, discount, issue or execute any bills of exchange, cheques, promissory notes and other negotiable or transferable instruments.

(O) To borrow, raise money or secure obligations and enter into any guarantee, contract or indemnity or suretyship whether by personal covenant or otherwise in respect of the obligations of any kind of the Company or any other company, frrm, authority or person, wherever the same may be situate, and including without prejudice to the generality of the foregoing any company which is for the time being in relation to the Company a holding company or subsidiary of any such holding company (within the meaning of the Act} and for any of such purposes to issue debentures, debenture stock, bonds, mortgages or any securities, founded or based upon alf or any of the property and rights of the Company, including its uncalled capital, or without any such security, and upon such terms as to priority or otherwise, as the Company shall think fit.

(P) To receive money on deposit, with or without allowance for interest.

(Q) To advance and lend money (with or without security) to such persons and on such terms as may be thought proper.

(R) To invest the monies of the Company not immediately required in such manner as from time to time may be determined by the Company,

(S) To provide for the welfare of persons in the employment of the Company or formerly in the employment of the Company or its predecessors in business or any subsidiary or associated company of the Company, and the wives, widows and families and dependants of such persons, by grants of money, donations, gratuities, pensions or other payments, and to establish and maintain or procure the establishment of any non-contributory or contributory pension, provident or superannuation funds, or any other trusts, funds and schemes with a view to providing for the payments aforesaid.

(T) To subscribe or otherwise contribute to or help any charitable, benevolent or useful object of a public character including {without prejudice to the generality of the foregoing) objects promoted by any educational, scientific or religious institution or trade society, whether or not such objects be connected with the business of the Company, and to institute or maintain any club or establishment.

(U) To amalgamate with any other company.

(V) To distribute in specie or otherwise as may be resolved any assets of the Company among its members including (without prejudice to the generality of the foregoing) the shares, debentures or securities of any other company formed to take over the whole or any part of the assets or liabilities of the Company, but so that if such distribution would result in a reduction in the capital of the Company, the same does not take place without first obtaining the sanction (if any) required by law.

(W) To do all or any of the matters hereby authorised in any part of the world either alone or in conjunction with, or as factors, trustees or agents for, any other companies or persons, or by or through any factors, trustees or agents.

(X) To do all such things as the Company may deem incidental or conducive to the attainment of any of the above objects of the Company.

In construing the objects set forth in the sub-clauses hereinbefore set out, the widest interpretation shall be given and they shall in no way be limited by reference to the objects set out or the wording employed in any other sub-clause or by the name of the Company, and none of the objects or powers specified in any sub-clause shall be deemed to be subsidiary or ancillary to the objects and powers specified in any other sub-clause.

4.	The liability of the members is limited.
5.	The share capital of the Company is £1,000 divided into 1,000 shares of £1,00 each.

I, the subscriber to this Memorandum of Association, wish to be formed into a company, in pursuance to the Memorandum of Association, and I agree to take the number of shares shown opposite my name.

Name and address of subscriber.

CHALFEN NOMINEES LIMITED	ONE
2ND FLOOR
93A RIVINGTON STREET	/s/ Chalfen Nominees Limited
LONDON EC2A 3AY
Dated 29 September 2005

THE COMPANIES ACTS 1985 TO 1989
COMPANY LIMITED BY SHARES

ARTICLES OF ASSOCIATION

OF           AVAGO TECHNOLOGIES UK LIMITED

(As adopted by Special Resolution passed 29 September 2005 and amended by Special Resolution passed on 21 November 2005)

PRELIMINARY

1. (a) The regulations constituting Table A in the Schedule to the Companies (Tables A to F) Regulations 1985 (“Table A”) shall apply to the Company except in so far as they are excluded or varied by these Articles.

(b) Expressions defined in Regulation 1 of Table A shall where the context admits bear in these Articles the meanings so defined.

SHARE CAPITAL

2. (a) The shares of the Company for the time being unissued, whether forming part of its original capital or not, shall be at the disposal of the directors, who may at their discretion for a period of five years from the date of the incorporation of the Company and afterwards with the previous sanction of an ordinary resolution (in accordance with Section 80 of the Act), allot, grant options over or otherwise dispose of them to such persons, at such times and on such terms as they shall think proper, but so that the nominal amount of the issued equity share capital shall not exceed the authorised share capital of the Company.

(b) The directors may allot shares notwithstanding that the authority under Regulation 2 (a) has expired if they are allotted in pursuance of an offer or agreement made by the Company before the authority expired.

(c) The provisions of Section 89(1) and Section 90(1) to (6) of the Act shall not apply to the Company, in accordance with the exemption provided by Section 91(1) of the Act.

(d) Subject to the provisions of the Act, shares may with the sanction of an ordinary resolution be issued which are to be redeemed or are liable to be redeemed at the option of the Company or the holder on such terms and in such manner as the Company may by special resolution determine, provided that no redeemable shares may be issued if at the time there are no issued shares of the Company which are not redeemable.

(e) Subject to the provisions of the Act, the Company may purchase its own shares.

(f) Share certificates shall not be required to bear the impression of the Company seal and Regulation 6 of Table A shall be amended accordingly.

LIEN AND FORFEITURE

3. (a) The lien conferred by Regulation 8 of Table A shall attach to fully paid as well as to partly paid shares and to all shares registered in the name (whether as sole or joint holder) of any person indebted or under liability to the Company. The directors may declare any shares to be wholly or partially exempt from the provisions of this regulation or Regulation 8 of Table A.

(b) In Regulation 8 of Table A there shall be substituted for the words “any amount payable in respect of it” the words “all distributions and other monies or property attributable to it” and the same words shall be substituted in Regulation 19 for the words “all dividends or other monies payable in respect of the forfeited shares”.

TRANSFER OF SHARES

4. Notwithstanding the provisions of regulation 26 of Table A, the directors shall not decline to register any transfer of shares nor may they suspend registration thereof (a) where such transfer is in favour of (i) any bank or financial institution to whom such shares have been charged by way of security, or (ii) a nominee or transferee of any such bank or financial institution, or (b) where such transfer is executed by any bank, financial institution, nominee or transferee to whom such shares have been charged by way of security, pursuant to the power of sale under such security, and a certificate by any official of such bank or financial institution that the shares were so charged and that the transfer was so executed shall be conclusive evidence of such facts.

PROCEEDINGS AT GENERAL MEETINGS

5. (a) Every notice convening a General Meeting shall state that a member entitled to attend and vote thereat may appoint a proxy.

(b) In Regulation 54 of Table A there shall be inserted after the second occurrence of the words “every member” the words “present in person or by proxy”.

(c) In Regulation 64 of Table A there shall be substituted for the first occurrence of the words “not less than 48 hours before” the words “at any time before”.

(d) Any director (including an alternate director) may participate in a meeting of the directors or a committee of the directors of which he is a member by means of a conference telephone or similar communicating equipment whereby all persons participating in the meeting can hear each other. A person so participating shall be deemed to be present in person at such meeting and shall be entitled to vote or be counted in a quorum accordingly. Such a meeting shall be deemed to take place where the largest group of those participating is assembled, or, if there is no such group, where the chairman of the meeting then is.

APPOINTMENT AND RETIREMENT OF DIRECTORS

6. (a) Regulations 73 to 78 inclusive and the second sentence of Regulation 79 of Table A shall not apply to the Company.

(b) The Company may by ordinary resolution appoint a person who is willing to act to be a director either to fill a vacancy or as an additional director.

PROCEEDINGS OF DIRECTORS

7. (a) Unless otherwise determined by ordinary resolution, the number of directors (other than alternate directors) shall not be subject to a maximum but shall not be less than one. The first directors of the Company shall be the persons named in the statement delivered under Section 10 of the Act.

(b) A director who is interested in any transaction or arrangement either with the Company or in which the Company is interested shall be entitled to vote on any such transaction or arrangement at a meeting of the board of directors of the Company providing that he has complied with the disclosure requirements provided by Regulations 85 and 86 of Table A.

(c) In Regulation 87 there shall be inserted after the first occurrence of the words “The directors” the words “on behalf of the Company”.

(d) In Regulation 89 of Table A there shall be substituted for the word “two” the word “one”.

EX-3.30

Exhibit-3.30

CERTIFICATE OF INCORPORATION

OF

ARGOS SALES COMPANY (DELAWARE), INC.

ARTICLE I

     The name of the corporation is Argos Sales Company (Delaware), Inc. (the “Corporation”).

ARTICLE II

     The address of this Corporation’s registered office in the State of Delaware is Delaware is 2711 Centerville Road, in the City of Wilmington, County of Newcastle. The name of its registered agent at such address is Corporation Service Company.

ARTICLE III

     The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

ARTICLE IV

     The total number of shares of all classes of stock that the corporation shall have authority to issue is One Thousand (1,000), all of which shall be designated common stock with a par value of $0.001 per share.

ARTICLE V

     The name and mailing address of the incorporator is:

Linda T. Kingsbury
Latham & Watkins LLP
505 Montgomery Street, Suite 2000
San Francisco, CA 94111-2562

ARTICLE VI

     In furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized to adopt, amend or repeal the bylaws of the Corporation.

ARTICLE VII

     Election of directors need not be by written ballot unless the Bylaws of the Corporation shall so provide.

ARTICLE VIII

     No director of this Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the General Corporation Law of the State of Delaware or (iv) for any transaction from which the director derived an improper personal benefit.

[Remainder of Page Intentionally Left Blank; Signature Page Follows]

-2-

     I, THE UNDERSIGNED, being the sole incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, do make this certificate, herein declaring and certifying that this is my act and deed and the facts herein stated are true, and accordingly have hereunto set my hand this 25th day of August, 2005.

/s/ Linda T. Kingsbury  

Linda T. Kingsbury 

Incorporator 

-3-

EX-3.31

Exhibit-3.31

CERTIFICATE OF AMENDMENT

TO

CERTIFICATE OF INCORPORATION

OF

ARGOS SALES COMPANY (DELAWARE), INC.,
a Delaware corporation

     Argos Sales Company (Delaware), Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify as follows:

     1. The name of this Corporation is Argos Sales Company (Delaware), Inc. and the original Certificate of Incorporation of the Corporation was filed with the Delaware Secretary of State on August 25, 2005.

     2. The Corporation has not received any payment for any of its stock.

     3. The below amendment to the Corporation’s Certificate of Incorporation has been duly adopted by the directors of the Corporation in accordance with the provisions of Section 241 of the General Corporation Law of the State of Delaware.

     4. Article I of the Certificate of Incorporation is hereby amended and restated to read in its entirety as follows:

“ARTICLE I

     The name of the corporation is Avago Technologies U.S. Inc. (the “Corporation”).”

     5. All other provisions of the Certificate of Incorporation shall remain in full force and effect.

[Signature Page Follows]

     IN WITNESS WHEREOF, the undersigned has caused this Certificate of Amendment to Certificate of Incorporation to be duly executed by the President of the Corporation this 23rd day of September, 2005.

ARGOS SALES COMPANY (DELAWARE), INC. a Delaware corporation
By:	/s/ Adam Clammer
	Adam Clammer, President

EX-3.32

Exhibit-3.32

BYLAWS

OF

ARGOS SALES COMPANY (DELAWARE), INC.

TABLE OF CONTENTS

	Page
ARTICLE I. CORPORATE OFFICES		1
1.1 Registered Office		1
1.2 Other Offices		1
ARTICLE II. MEETINGS OF STOCKHOLDERS		1
2.1 Place of Meetings		1
2.2 Annual Meeting		1
2.3 Special Meeting		1
2.4 Notice of Stockholders’ Meetings		2
2.5 Manner of Giving Notice; Affidavit of Notice		2
2.6 Quorum		2
2.7 Adjourned Meeting; Notice		2
2.8 Conduct of Business		2
2.9 Voting		3
2.10 Waiver of Notice		3
2.11 Stockholder Action by Written Consent Without a Meeting		3
2.12 Record Date for Stockholder Notice; Voting; Giving Consents		3
2.13 Proxies		4
ARTICLE III. DIRECTORS		4
3.1 Powers		4
3.2 Number of Directors		5
3.3 Qualification, Election and Term of Office of Directors		5
3.4 Place of Meetings; Meetings by Telephone		5
3.5 Regular Meetings		5
3.6 Special Meetings; Notice		6
3.7 Quorum		6
3.8 Waiver of Notice		6
3.9 Board Action by Written Consent Without a Meeting		7
3.10 Fees and Compensation of Directors		7
3.11 Approval of Loans to Officers		7
3.12 Removal of Directors		7
ARTICLE IV. COMMITTEES		7

	Page
4.1 Committees of Directors		7
4.2 Committee Minutes		8
4.3 Meetings and Action of Committees		8
ARTICLE V. OFFICERS		9
5.1 Officers		9
5.2 Appointment of Officers		9
5.3 Subordinate Officers		9
5.4 Removal and Resignation of Officers		9
5.5 Vacancies in Offices		10
5.6 Chairman of the Board		10
5.7 President		10
5.8 Chief Executive Officer		10
5.9 Vice Presidents		10
5.10 Secretary		11
5.11 Assistant Secretary		11
5.12 Treasurer/Chief Financial Officer		11
5.13 Representation of Shares of Other Corporations		12
5.14 Authority and Duties of Officers		12
ARTICLE VI. INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND OTHER AGENTS		12
6.1 Indemnification of Directors and Officers		12
6.2 Indemnification of Others		12
6.3 Payment of Expenses in Advance		13
6.4 Indemnity Not Exclusive		13
6.5 Insurance		13
6.6 Conflicts		13
ARTICLE VII. RECORDS AND REPORTS		14
7.1 Maintenance and Inspection of Records		14
7.2 Inspection by Directors		14
7.3 Annual Statement to Stockholders		14
ARTICLE VIII. GENERAL MATTERS		14
8.1 Checks		14

ii

	Page
8.2 Execution of Corporate Contracts and Instruments		15
8.3 Stock Certificates; Partly Paid Shares		15
8.4 Special Designation on Certificates		15
8.5 Lost Certificates		16
8.6 Construction; Definitions		16
8.7 Dividends		16
8.8 Fiscal Year		16
8.9 Seal		16
8.10 Transfer of Stock		17
8.11 Stock Transfer Agreements		17
8.12 Registered Stockholders		17
ARTICLE IX. AMENDMENTS		17

iii

BYLAWS

OF

ARGOS SALES COMPANY (DELAWARE), INC.

ARTICLE I.
CORPORATE OFFICES

          1.1 Registered Office

          The registered office of the corporation shall be in the City of Wilmington, County of Newcastle. The name of its registered agent at such address is Corporation Service Company.

          1.2 Other Offices

          The corporation shall also have and maintain an office or principal place of business at such place as may be fixed by the Board of Directors, and may also have offices at such other places, both within and without the State of Delaware, as the Board of Directors may from time to time determine or the business of the corporation may require.

ARTICLE II.
MEETINGS OF STOCKHOLDERS

          2.1 Place of Meetings

          Meetings of stockholders shall be held at any place, within or outside the State of Delaware, as shall be designated by the Board of Directors. Meetings of stockholders may also be held by means of remote communication as provided under the Delaware General Corporation Law.

          2.2 Annual Meeting

          The annual meeting of stockholders shall be held each year on a date and at a time designated by the Board of Directors. At the meeting, directors shall be elected and any other proper business may be transacted.

          2.3 Special Meeting

          A special meeting of the stockholders may be called at any time by a majority of the Board of Directors, or by the chairman of the board, or by the chief executive officer or the president of the corporation.

          2.4 Notice of Stockholders’ Meetings

          All notices of meetings with stockholders shall be in writing and shall be sent or otherwise given in accordance with Section 2.5 of these bylaws not less than ten (10) nor more than sixty (60) days before the date of the meeting to each stockholder entitled to vote at such meeting. The notice shall be given in writing or by electronic transmission and shall specify the place, date, and hour of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called.

          2.5 Manner of Giving Notice; Affidavit of Notice

          Written notice of any meeting of stockholders, if mailed, is given when deposited in the United States mail, postage prepaid, directed to the stockholder at his address as it appears on the records of the corporation. An affidavit of the secretary or an assistant secretary or of the transfer agent of the corporation that the notice has been given shall, in the absence of fraud, be prima facie evidence of the facts stated therein.

          2.6 Quorum

          The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the certificate of incorporation. If, however, such quorum is not present or represented at any meeting of the stockholders, then either (a) the chairman of the meeting or (b) the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present or represented. At such adjourned meeting at which a quorum is present or represented, any business may be transacted that might have been transacted at the meeting as originally noticed.

          2.7 Adjourned Meeting; Notice

          When a meeting is adjourned to another time or place, unless these bylaws otherwise require, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting the corporation may transact any business that might have been transacted at the original meeting. If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

          2.8 Conduct of Business

          The chairman of any meeting of stockholders shall determine the order of business and the procedure at the meeting, including such regulation of the manner of voting and the conduct of business.

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          2.9 Voting

          The stockholders entitled to vote at any meeting of stockholders shall be determined in accordance with the provisions of Section 2.12 of these bylaws, subject to the provisions of Sections 217 and 218 of the General Corporation Law of Delaware (relating to voting rights of fiduciaries, pledgors and joint owners of stock and to voting trusts and other voting agreements).

          Except as provided in the certificate of incorporation, each stockholder shall be entitled to one vote for each share of capital stock held by such stockholder.

          2.10 Waiver of Notice

          Whenever notice is required to be given under any provision of the General Corporation Law of Delaware or of the certificate of incorporation or these bylaws, a written waiver thereof, signed by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders need be specified in any written waiver of notice unless so required by the certificate of incorporation or these bylaws.

          2.11 Stockholder Action by Written Consent Without a Meeting

          Unless otherwise provided in the certificate of incorporation, any action required to be taken at any annual or special meeting of stockholders of the corporation, or any action that may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice, and without a vote if a consent in writing, setting forth the action so taken, is signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.

          Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing. If the action which is consented to is such as would have required the filing of a certificate under any section of the General Corporation Law of Delaware if such action had been voted on by stockholders at a meeting thereof, then the certificate filed under such section shall state, in lieu of any statement required by such section concerning any vote of stockholders, that written notice and written consent have been given as provided in Section 228 of the General Corporation Law of Delaware.

          2.12 Record Date for Stockholder Notice; Voting; Giving Consents

          In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or entitled to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in

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respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other action.

          If the Board of Directors does not so fix a record date:

          (i) The record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held.

          (ii) The record date for determining stockholders entitled to express consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is necessary, shall be the day on which the first written consent is expressed.

          (iii) The record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

          A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

          2.13 Proxies

          Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for him by a written proxy, signed by the stockholder and filed with the secretary of the corporation, but no such proxy shall be voted or acted upon after three (3) years from its date, unless the proxy provides for a longer period. A proxy shall be deemed signed if the stockholder’s name is placed on the proxy (whether by manual signature, typewriting, telegraphic transmission or otherwise) by the stockholder or the stockholder’s attorney-in-fact. The revocability of a proxy that states on its face that it is irrevocable shall be governed by the provisions of Section 212(c) of the General Corporation Law of Delaware.

ARTICLE III.
DIRECTORS

          3.1 Powers

          Subject to the provisions of the General Corporation Law of Delaware and any limitations in the certificate of incorporation or these bylaws relating to action required to be approved by the stockholders or by the outstanding shares, the business and affairs of the corporation shall be managed and all corporate powers shall be exercised by or under the direction of the Board of Directors.

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          3.2 Number of Directors

          The exact number of directors that shall comprise the corporation’s Board of Directors shall be determined from time to time by resolution adopted by the Board of Directors. Until otherwise determined by such resolution, the Board shall initially consist of three (3) directors.

          No reduction of the authorized number of directors shall have the effect of removing any director before that director’s term of office expires.

          3.3 Qualification, Election and Term of Office of Directors

          The directors need not be stockholders. The directors shall be elected at the annual meeting of the stockholders, except as provided in Section 2 of this Article, and each director elected shall hold office until his successor is elected and qualified or until his or her death, resignation or removal. Elections of directors need not be by written ballot.

          Subject to the rights of the holders of any series of Preferred Stock then outstanding, newly created directorships resulting from any increase in the authorized number of directors or any vacancies in the Board of Directors resulting from death, resignation, retirement, disqualification, removal from office or other cause may be filled only by a majority vote of the directors then in office even though less than a quorum, or by a sole remaining director. No decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent director.

          There shall be no right with respect to shares of stock of the corporation to cumulate votes in the election of directors.

          3.4 Place of Meetings; Meetings by Telephone

          The Board of Directors of the corporation may hold meetings, both regular and special, either within or outside the State of Delaware.

          Unless otherwise restricted by the certificate of incorporation or these bylaws, members of the Board of Directors, or any committee designated by the Board of Directors, may participate in a meeting of the Board of Directors, or any committee, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.

          3.5 Regular Meetings

          Regular meetings of the Board of Directors may be held without notice at such time and at such place as shall from time to time be determined by the board.

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          3.6 Special Meetings; Notice

          Special meetings of the board for any purpose or purposes may be called at any time by the chairman of the board, the president, the secretary or any one (1) director.

          Notice of the time and place of special meetings shall be delivered personally or by telephone, telegram, facsimile or electronic mail, or similar electronic transmission, to each director or sent by first-class mail, telegram, facsimile or electronic mail, or similar electronic transmission, charges prepaid, addressed to each director at that director’s address as it is shown on the records of the corporation. If the notice is mailed, it shall be deposited in the United States mail at least four (4) days before the time of the holding of the meeting. If the notice is delivered personally or by telephone, telegram, facsimile or electronic mail, or similar electronic transmission, it shall be at least forty-eight (48) hours before the time of the holding of the meeting. Any oral notice given personally or by telephone may be communicated either to the director or to a person at the office of the director who the person giving the notice has reason to believe will promptly communicate it to the director. The notice need not specify the purpose or the place of the meeting, if the meeting is to be held at the principal executive office of the corporation.

          3.7 Quorum

          At all meetings of the Board of Directors, a majority of the authorized number of directors shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically provided by statute or by the certificate of incorporation. If a quorum is not present at any meeting of the Board of Directors, then the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present.

          A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of directors, if any action taken is approved by at least a majority of the required quorum for that meeting.

          3.8 Waiver of Notice

          Whenever notice is required to be given under any provision of the General Corporation Law of Delaware or of the certificate of incorporation or these bylaws, a written waiver thereof, signed by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the directors, or members of a committee of directors, need be specified in any written waiver of notice unless so required by the certificate of incorporation or these bylaws.

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          3.9 Board Action by Written Consent Without a Meeting

          Unless otherwise restricted by the certificate of incorporation or these bylaws, any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting if all members of the board or committee, as the case may be, consent thereto in writing or electronic transmission and the writing or writings, or electronic transmission or transmissions, are filed with the minutes of proceedings of the board or committee. Written consents representing actions taken by the board or committee may be executed by telecopy or other facsimile transmission, and such facsimile shall be valid and binding to the same extent as if it were an original.

          3.10 Fees and Compensation of Directors

          Unless otherwise restricted by the certificate of incorporation or these bylaws, the Board of Directors shall have the authority to fix the compensation of directors. No such compensation shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor.

          3.11 Approval of Loans to Officers

          The corporation may lend money to, or guarantee any obligation of, or otherwise assist any officer or other employee of the corporation or of its subsidiary, including any officer or employee who is a director of the corporation or its subsidiary, whenever, in the judgment of the directors, such loan, guaranty or assistance may reasonably be expected to benefit the corporation. The loan, guaranty or other assistance may be with or without interest and may be unsecured, or secured in such manner as the Board of Directors shall approve, including, without limitation, a pledge of shares of stock of the corporation. Nothing in this section contained shall be deemed to deny, limit or restrict the powers of guaranty or warranty of the corporation at common law or under any statute.

          3.12 Removal of Directors

          The holders of a majority of the shares then entitled to vote at any meeting of stockholders may remove, with or without cause, a director or directors from the Board of Directors of the corporation.

          No reduction in the authorized number of directors shall have the effect of removing any director prior to the expiration of such director’s term of office.

ARTICLE IV.
COMMITTEES

          4.1 Committees of Directors

          The Board of Directors may, by resolution passed by a majority of the whole board, designate one or more committees, with each committee to consist of one or more of the directors of the corporation. The board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting

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of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board of Directors or in the bylaws of the corporation, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers that may require it; but no such committee shall have the power or authority to (i) amend the certificate of incorporation (except that a committee may, to the extent authorized in the resolution or resolutions providing for the issuance of shares of stock adopted by the Board of Directors as provided in Section 151(a) of the General Corporation Law of Delaware, fix the designations and any of the preferences or rights of such shares relating to dividends, redemption, dissolution, any distribution of assets of the corporation or the conversion into, or the exchange of such shares for, shares of any other class or classes or any other series of the same or any other class or classes of stock of the corporation), (ii) adopt an agreement of merger or consolidation under Sections 251 or 252 of the General Corporation Law of Delaware, (iii) recommend to the stockholders the sale, lease or exchange of all or substantially all of the corporation’s property and assets, (iv) recommend to the stockholders a dissolution of the corporation or a revocation of a dissolution, or (v) amend the bylaws of the corporation; and, unless the board resolution establishing the committee, the bylaws or the certificate of incorporation expressly so provide, no such committee shall have the power or authority to declare a dividend, to authorize the issuance of stock, or to adopt a certificate of ownership and merger pursuant to Section 253 of the General Corporation Law of Delaware.

          4.2 Committee Minutes

          Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors when required.

          4.3 Meetings and Action of Committees

          Meetings and actions of committees shall be governed by, and held and taken in accordance with, the provisions of Article III of these bylaws, Section 3.4 (place of meetings and meetings by telephone), Section 3.5 (regular meetings), Section 3.6 (special meetings and notice), Section 3.7 (quorum), Section 3.8 (waiver of notice) and Section 3.9 (action without a meeting), with such changes in the context of those bylaws as are necessary to substitute the committee and its members for the Board of Directors and its members; provided, however, that the time of regular meetings of committees may also be called by resolution of the Board of Directors and that notice of special meetings of committees shall also be given to all alternate members, who shall have the right to attend all meetings of the committee. The Board of Directors may adopt rules for the government of any committee not inconsistent with the provisions of these bylaws.

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ARTICLE V.
OFFICERS

          5.1 Officers

          The officers of this corporation shall be chosen by the Board of Directors and shall include a Chairman of the Board of Directors or a President, or both, Vice President and a Secretary. The corporation may also have at the discretion of the Board of Directors such other officers as are desired, including a Vice Chairman of the Board of Directors, a Chief Executive Officer, a Treasurer and/or Chief Financial Officer, one or more Vice Presidents, one or more Assistant Treasurers and/or Chief Financial Officers, one or more Assistant Secretaries, and such other officers as may be appointed in accordance with the provisions of Section 5.2. In the event there are two or more Vice Presidents, then one or more may be designated as Executive Vice President, Senior Vice President, or other similar or dissimilar title. At the time of the election of officers, the directors may by resolution determine the order of their rank. Any number of offices may be held by the same person, unless the Certificate of Incorporation or these Bylaws otherwise provide.

          5.2 Appointment of Officers

          The officers of the corporation, except such officers as may be appointed in accordance with the provisions of Sections 5.3 or 5.5 of these bylaws, shall be chosen by the Board of Directors, subject to the rights, if any, of an officer under any contract of employment.

          5.3 Subordinate Officers

          The Board of Directors may appoint, or empower the chief executive officer or the president to appoint, such other officers and agents as the business of the corporation may require, each of whom shall hold office for such period, have such authority, and perform such duties as are provided in these bylaws or as the Board of Directors may from time to time determine.

          5.4 Removal and Resignation of Officers

          Subject to the rights, if any, of an officer under any contract of employment, any officer may be removed, either with or without cause, by an affirmative vote of the majority of the Board of Directors at any regular or special meeting of the board or, except in the case of an officer chosen by the Board of Directors, by any officer upon whom such power of removal may be conferred by the Board of Directors.

          Any officer may resign at any time by giving written notice to the corporation. Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the corporation under any contract to which the officer is a party.

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          5.5 Vacancies in Offices

          Any vacancy occurring in any office of the corporation shall be filled by the Board of Directors.

          5.6 Chairman of the Board

          The chairman of the board, if such an officer be elected, shall, if present, preside at meetings of the Board of Directors and exercise and perform such other powers and duties as may from time to time be assigned to him by the Board of Directors or as may be prescribed by these bylaws. If there is no president, then the chairman of the board shall also be the chief executive officer of the corporation and shall have the powers and duties prescribed in Section 5.7 of these bylaws.

          5.7 President

          Subject to such supervisory powers, if any, as may be given by the Board of Directors to the chairman of the board or the chief executive officer, the president of the corporation shall have general supervision, direction and control of the business and officers of the corporation. The president shall have the general powers and duties of management usually vested in the office of president of a corporation and shall have such other powers and duties as may be prescribed by the Board of Directors or these bylaws.

          5.8 Chief Executive Officer

          Subject to such supervisory powers, if any, as may be given by the Board of Directors to the chairman of the board, the chief executive officer of the corporation shall, subject to the control of the Board of Directors, have general supervision, direction and control of the business and officers of the corporation. The chief executive officer shall preside at all meetings of the stockholders and, in the absence or nonexistence of a chairman of the board, at all meetings of the Board of Directors. The chief executive officer shall have the general powers and duties of management usually vested in the office of chief executive officer of a corporation and shall have such other powers and duties as may be prescribed by the Board of Directors or these bylaws.

          5.9 Vice Presidents

          In the absence or disability of the chief executive officer and president, the vice presidents, if any, in order of their rank as fixed by the Board of Directors or, if not ranked, a vice president designated by the Board of Directors, shall perform all the duties of the president and when so acting shall have all the powers of, and be subject to all the restrictions upon, the president. The vice presidents shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively by the Board of Directors, these bylaws, the president or the chairman of the board.

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          5.10 Secretary

          The secretary shall keep or cause to be kept, at the principal executive office of the corporation or at such other place as the Board of Directors may direct, a book of minutes of all meetings and actions of directors, committees of directors, and stockholders. The minutes shall show the time and place of each meeting, the names of those present at directors’ meetings or committee meetings, the number of shares present or represented at stockholders’ meetings, and the proceedings thereof.

          The secretary shall keep, or cause to be kept, at the principal executive office of the corporation or at the office of the corporation’s transfer agent or registrar, as determined by resolution of the Board of Directors, a share register, or a duplicate share register, showing the names of all stockholders and their addresses, the number and classes of shares held by each, the number and date of certificates evidencing such shares, and the number and date of cancellation of every certificate surrendered for cancellation.

          The secretary shall give, or cause to be given, notice of all meetings of the stockholders and of the Board of Directors required to be given by law or by these bylaws. The secretary shall keep the seal of the corporation, if one be adopted, in safe custody and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or by these bylaws.

          5.11 Assistant Secretary

          The assistant secretary, or if there be more than one, the Assistant Secretaries in the order determined by the Board of Directors, or if there be no such determination, the Assistant Secretary designated by the Board of Directors, shall, in the absence or disability of the Secretary, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

          5.12 Treasurer/Chief Financial Officer

          The chief financial officer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital retained earnings, and shares. The books of account shall at all reasonable times be open to inspection by any director.

          The chief financial officer shall deposit all moneys and other valuables in the name and to the credit of the corporation with such depositories as may be designated by the Board of Directors. The chief financial officer shall disburse the funds of the corporation as may be ordered by the Board of Directors, shall render to the president and directors, whenever they request it, an account of all his or her transactions as chief financial officer and of the financial condition of the corporation, and shall have other powers and perform such other duties as may be prescribed by the Board of Directors or by the bylaws.

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          5.13 Representation of Shares of Other Corporations

          The chairman of the board, the chief executive officer, the president, any vice president, the chief financial officer, the treasurer, the secretary or any assistant secretary of this corporation, or any other person authorized by the Board of Directors, is authorized to vote, represent, and exercise on behalf of this corporation all rights incident to any and all shares of any other corporation or corporations standing in the name of this corporation. The authority granted herein may be exercised either by such person directly or by any other person authorized to do so by proxy or power of attorney duly executed by such person having the authority.

          5.14 Authority and Duties of Officers

          In addition to the foregoing authority and duties, all officers of the corporation shall respectively have such authority and perform such duties in the management of the business of the corporation as may be designated from time to time by the Board of Directors or the stockholders.

ARTICLE VI.
INDEMNIFICATION OF DIRECTORS, OFFICERS,
EMPLOYEES AND OTHER AGENTS

          6.1 Indemnification of Directors and Officers

          The corporation shall, to the maximum extent and in the manner permitted by the General Corporation Law of Delaware, indemnify each of its directors and officers against expenses (including attorneys’ fees), judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with any proceeding, arising by reason of the fact that such person is or was an agent of the corporation. For purposes of this Section 6.1, a “director” or “officer” of the corporation includes any person (i) who is or was a director or officer of the corporation, (ii) who is or was serving at the request of the corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, or (iii) who was a director or officer of a corporation which was a predecessor corporation of the corporation or of another enterprise at the request of such predecessor corporation.

          6.2 Indemnification of Others

          The corporation shall have the power, to the extent and in the manner permitted by the General Corporation Law of Delaware, to indemnify each of its employees and agents (other than directors and officers) against expenses (including attorneys’ fees), judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with any proceeding, arising by reason of the fact that such person is or was an agent of the corporation. For purposes of this Section 6.2, an “employee” or “agent” of the corporation (other than a director or officer) includes any person (i) who is or was an employee or agent of the corporation, (ii) who is or was serving at the request of the corporation as an employee or agent of another corporation, partnership, joint venture, trust or other enterprise, or (iii) who was an employee or agent of a corporation which was a predecessor corporation of the corporation or of another enterprise at the request of such predecessor corporation.

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          6.3 Payment of Expenses in Advance

          Expenses incurred in defending any action or proceeding for which indemnification is required pursuant to Section 6.1 or for which indemnification is permitted pursuant to Section 6.2 following authorization thereof by the Board of Directors shall be paid by the corporation in advance of the final disposition of such action or proceeding upon receipt of an undertaking by or on behalf of the indemnified party to repay such amount if it shall ultimately be determined that the indemnified party is not entitled to be indemnified as authorized in this Article 6.

          6.4 Indemnity Not Exclusive

          The indemnification provided by this Article 6 shall not be deemed exclusive of any other rights which those seeking indemnification may be entitled under any bylaw, agreement, vote of shareholders or disinterested directors or otherwise, both as to action in an official capacity and as to action in another capacity while holding such office, to the extent that additional rights to indemnification are authorized in the certificate of incorporation.

          6.5 Insurance

          The corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the corporation would have the power to indemnify him against such liability under the provisions of the General Corporation Law of Delaware.

          6.6 Conflicts

          No indemnification or advance shall be made under this Article 6, except where such indemnification or advance is mandated by law or the order, judgment or decree of any court of competent jurisdiction, in any circumstance where it appears:

          (i) That it would be inconsistent with a provision of the certificate of incorporation, these bylaws, a resolution of the stockholders or an agreement in effect at the time of the accrual of the alleged cause of the action asserted in the proceeding in which the expenses were incurred or other amounts were paid, which prohibits or otherwise limited indemnification; or

          (ii) That it would be inconsistent with any condition expressly imposed by a court in approving a settlement.

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ARTICLE VII.
RECORDS AND REPORTS

          7.1 Maintenance and Inspection of Records

          The corporation shall, either at its principal executive office or at such place or places as designated by the Board of Directors, keep a record of its shareholders listing their names and addresses and the number and class of shares held by each shareholder, a copy of these bylaws as amended to date, accounting books, and other records.

          Any stockholder of record, in person or by attorney or other agent, shall, upon written demand under oath stating the purpose thereof, have the right during the usual hours for business to inspect for any proper purpose the corporation’s stock ledger, a list of its stockholders, and its other books and records and to make copies or extracts therefrom. A proper purpose shall mean a purpose reasonably related to such person’s interest as a stockholder. In every instance where an attorney or other agent is the person who seeks the right to inspection, the demand under oath shall be accompanied by a power of attorney or such other writing that authorizes the attorney or other agent to so act on behalf of the stockholder. The demand under oath shall be directed to the corporation at its registered office in Delaware or at its principal place of business.

          7.2 Inspection by Directors

          Any director shall have the right to examine the corporation’s stock ledger, a list of its stockholders, and its other books and records for a purpose reasonably related to his position as a director. The Court of Chancery is hereby vested with the exclusive jurisdiction to determine whether a director is entitled to the inspection sought. The Court may summarily order the corporation to permit the director to inspect any and all books and records, the stock ledger, and the stock list and to make copies or extracts therefrom. The Court may, in its discretion, prescribe any limitations or conditions with reference to the inspection, or award such other and further relief as the Court may deem just and proper.

          7.3 Annual Statement to Stockholders

          The Board of Directors shall present at each annual meeting, and at any special meeting of the stockholders when called for by the vote of the stockholders, a full and clear statement of the business and condition of the corporation.

ARTICLE VIII.
GENERAL MATTERS

          8.1 Checks

          From time to time, the Board of Directors shall determine by resolution which person or persons may sign or endorse all checks, drafts, other orders for payment of money,

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notes or other evidences of indebtedness that are issued in the name of or payable to the corporation, and only the persons so authorized shall sign or endorse those instruments.

          8.2 Execution of Corporate Contracts and Instruments

          The Board of Directors, except as otherwise provided in these bylaws, may authorize any officer or officers, or agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the corporation; such authority may be general or confined to specific instances. Unless so authorized or ratified by the Board of Directors or within the agency power of an officer, no officer, agent or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or for any amount.

          8.3 Stock Certificates; Partly Paid Shares

          The shares of a corporation shall be represented by certificates, provided that the Board of Directors of the corporation may provide by resolution or resolutions that some or all of any or all classes or series of its stock shall be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the corporation. Notwithstanding the adoption of such a resolution by the Board of Directors, every holder of stock represented by certificates and upon request every holder of uncertificated shares shall be entitled to have a certificate signed by, or in the name of the corporation by the chairman or vice-chairman of the Board of Directors, or the chief executive officer or the president or vice-president, and by the chief financial officer, treasurer or an assistant treasurer, or the secretary or an assistant secretary of such corporation representing the number of shares registered in certificate form. Any or all of the signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate has ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue.

          The corporation may issue the whole or any part of its shares as partly paid and subject to call for the remainder of the consideration to be paid therefor. Upon the face or back of each stock certificate issued to represent any such partly paid shares, upon the books and records of the corporation in the case of uncertificated partly paid shares, the total amount of the consideration to be paid therefor and the amount paid thereon shall be stated. Upon the declaration of any dividend on fully paid shares, the corporation shall declare a dividend upon partly paid shares of the same class, but only upon the basis of the percentage of the consideration actually paid thereon.

          8.4 Special Designation on Certificates

          If the corporation is authorized to issue more than one class of stock or more than one series of any class, then the powers, the designations, the preferences, and the relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate that the corporation shall issue to represent

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such class or series of stock; provided, however, that, except as otherwise provided in Section 202 of the General Corporation Law of Delaware, in lieu of the foregoing requirements there may be set forth on the face or back of the certificate that the corporation shall issue to represent such class or series of stock a statement that the corporation will furnish without charge to each stockholder who so requests the powers, the designations, the preferences, and the relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.

          8.5 Lost Certificates

          Except as provided in this Section 8.5, no new certificates for shares shall be issued to replace a previously issued certificate unless the latter is surrendered to the corporation and canceled at the same time. The corporation may issue a new certificate of stock or uncertificated shares in the place of any certificate theretofore issued by it, alleged to have been lost, stolen or destroyed, and the corporation may require the owner of the lost, stolen or destroyed certificate, or his legal representative, to give the corporation a bond sufficient to indemnify it against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate or uncertificated shares.

          8.6 Construction; Definitions

          Unless the context requires otherwise, the general provisions, rules of construction, and definitions in the Delaware General Corporation Law shall govern the construction of these bylaws. Without limiting the generality of this provision, the singular number includes the plural, the plural number includes the singular, and the term “person” includes both a corporation and a natural person.

          8.7 Dividends

          The directors of the corporation, subject to any restrictions contained in the certificate of incorporation, may declare and pay dividends upon the shares of its capital stock pursuant to the General Corporation Law of Delaware. Dividends may be paid in cash, in property, or in shares of the corporation’s capital stock.

          The directors of the corporation may set apart out of any of the funds of the corporation available for dividends a reserve or reserves for any proper purpose and may abolish any such reserve. Such purposes shall include but not be limited to equalizing dividends, repairing or maintaining any property of the corporation, and meeting contingencies.

          8.8 Fiscal Year

          The fiscal year of the corporation shall be fixed by resolution of the Board of Directors and may be changed by the Board of Directors.

          8.9 Seal

          The Board of Directors may adopt a corporate seal. The corporate seal shall consist of a die bearing the name of the corporation and the inscription, “Corporate

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Seal-Delaware.” Said seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

          8.10 Transfer of Stock

          Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate, and record the transaction in its books.

          8.11 Stock Transfer Agreements

          The corporation shall have power to enter into and perform any agreement with any number of shareholders of any one or more classes of stock of the corporation to restrict the transfer of shares of stock of the corporation of any one or more classes owned by such stockholders in any manner not prohibited by the General Corporation Law of Delaware.

          8.12 Registered Stockholders

          The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends and to vote as such owner, shall be entitled to hold liable for calls and assessments the person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of another person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.

ARTICLE IX.
AMENDMENTS

          The bylaws of the corporation may be adopted, amended or repealed by the stockholders entitled to vote; provided, however, that the corporation may, in its certificate of incorporation, confer the power to adopt, amend or repeal bylaws upon the directors. The fact that such power has been so conferred upon the directors shall not divest the stockholders of the power, nor limit their power to adopt, amend or repeal bylaws.

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CERTIFICATE OF SECRETARY

          I, the undersigned, do hereby certify:

          (1) That I am a duly elected and acting Assistant Secretary of Argos Sales Company (Delaware), Inc., a Delaware corporation; and

          (2) That the foregoing bylaws constitute the bylaws of said corporation as duly adopted by the written consent of the Board of Directors of said corporation as of August 25, 2005.

          IN WITNESS WHEREOF, I have hereunto subscribed my name this 25th day of August, 2005.

/s/ Tony Ling

Tony Ling

Assistant Secretary

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EX-3.33

Exhibit-3.33

CERTIFICATE OF INCORPORATION

OF

ARGOS OPERATING COMPANY (DELAWARE), INC.

ARTICLE I

     The name of the corporation is Argos Operating Company (Delaware), Inc. (the “Corporation”).

ARTICLE II

     The address of this Corporation’s registered office in the State of Delaware is Delaware is 2711 Centerville Road, in the City of Wilmington, County of Newcastle. The name of its registered agent at such address is Corporation Service Company.

ARTICLE III

     The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

ARTICLE IV

     The total number of shares of all classes of stock that the corporation shall have authority to issue is One Thousand (1,000), all of which shall be designated common stock with a par value of $0.001 per share.

ARTICLE V

     The name and mailing address of the incorporator is:

Linda T. Kingsbury
Latham & Watkins LLP
505 Montgomery Street, Suite 2000
San Francisco, CA 94111-2562

ARTICLE VI

     In furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized to adopt, amend or repeal the bylaws of the Corporation.

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ARTICLE VII

     Election of directors need not be by written ballot unless the Bylaws of the Corporation shall so provide.

ARTICLE VIII

     No director of this Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the General Corporation Law of the State of Delaware or (iv) for any transaction from which the director derived an improper personal benefit.

[Remainder of Page Intentionally Left Blank; Signature Page Follows]

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     I, THE UNDERSIGNED, being the sole incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, do make this certificate, herein declaring and certifying that this is my act and deed and the facts herein stated are true, and accordingly have hereunto set my hand this 24th day of August, 2005.

/s/ Linda T. Kingsbury  

Linda T. Kingsbury 

Incorporator 

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EX-3.34

Exhibit-3.34

CERTIFICATE OF AMENDMENT

TO

CERTIFICATE OF INCORPORATION

OF

ARGOS OPERATING COMPANY (DELAWARE), INC.,
a Delaware corporation

     Argos Operating Company (Delaware), Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify as follows:

     1. The name of this Corporation is Argos Operating Company (Delaware), Inc. and the original Certificate of Incorporation of the Corporation was filed with the Delaware Secretary of State on August 24, 2005.

     2. The Corporation has not received any payment for any of its stock.

     3. The below amendment to the Corporation’s Certificate of Incorporation has been duly adopted by the directors of the Corporation in accordance with the provisions of Section 241 of the General Corporation Law of the State of Delaware.

     4. Article I of the Certificate of Incorporation is hereby amended and restated to read in its entirety as follows:

“ARTICLE I

     The name of the corporation is Avago Technologies U.S. R&D Inc. (the “Corporation”).”

     5. All other provisions of the Certificate of Incorporation shall remain in full force and effect.

[Signature Page Follows]

     IN WITNESS WHEREOF, the undersigned has caused this Certificate of Amendment to Certificate of Incorporation to be duly executed by the President of the Corporation this 23rd day of September, 2005.

ARGOS OPERATING COMPANY (DELAWARE), INC. a Delaware corporation
By:	/s/ Adam Clammer
	Adam Clammer, President

EX-3.35

Exhibit-3.35

BYLAWS

OF

ARGOS OPERATING COMPANY (DELAWARE), INC.

TABLE OF CONTENTS

		Page
ARTICLE I.	CORPORATE OFFICES	1
1.1	Registered Office	1
1.2	Other Offices	1
ARTICLE II.	MEETINGS OF STOCKHOLDERS	1
2.1	Place of Meetings	1
2.2	Annual Meeting	1
2.3	Special Meeting	1
2.4	Notice of Stockholders’ Meetings	2
2.5	Manner of Giving Notice; Affidavit of Notice	2
2.6	Quorum	2
2.7	Adjourned Meeting; Notice	2
2.8	Conduct of Business	2
2.9	Voting	3
2.10	Waiver of Notice	3
2.11	Stockholder Action by Written Consent Without a Meeting	3
2.12	Record Date for Stockholder Notice; Voting; Giving Consents	3
2.13	Proxies	4
ARTICLE III.	DIRECTORS	4
3.1	Powers	4
3.2	Number of Directors	5
3.3	Qualification, Election and Term of Office of Directors	5
3.4	Place of Meetings; Meetings by Telephone	5
3.5	Regular Meetings	5
3.6	Special Meetings; Notice	6
3.7	Quorum	6
3.8	Waiver of Notice	6
3.9	Board Action by Written Consent Without a Meeting	7
3.10	Fees and Compensation of Directors	7
3.11	Approval of Loans to Officers	7
3.12	Removal of Directors	7
ARTICLE IV.	COMMITTEES	7

		Page
4.1	Committees of Directors	7
4.2	Committee Minutes	8
4.3	Meetings and Action of Committees	8
ARTICLE V.	OFFICERS	9
5.1	Officers	9
5.2	Appointment of Officers	9
5.3	Subordinate Officers	9
5.4	Removal and Resignation of Officers	9
5.5	Vacancies in Offices	10
5.6	Chairman of the Board	10
5.7	President	10
5.8	Chief Executive Officer	10
5.9	Vice Presidents	10
5.10	Secretary	11
5.11	Assistant Secretary	11
5.12	Treasurer/Chief Financial Officer	11
5.13	Representation of Shares of Other Corporations	12
5.14	Authority and Duties of Officers	12
ARTICLE VI.	INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND OTHER AGENTS	12
6.1	Indemnification of Directors and Officers	12
6.2	Indemnification of Others	12
6.3	Payment of Expenses in Advance	13
6.4	Indemnity Not Exclusive	13
6.5	Insurance	13
6.6	Conflicts	13
ARTICLE VII.	RECORDS AND REPORTS	14
7.1	Maintenance and Inspection of Records	14
7.2	Inspection by Directors	14
7.3	Annual Statement to Stockholders	14
ARTICLE VIII.	GENERAL MATTERS	14
8.1	Checks	14

ii

		Page
8.2	Execution of Corporate Contracts and Instruments	15
8.3	Stock Certificates; Partly Paid Shares	15
8.4	Special Designation on Certificates	15
8.5	Lost Certificates	16
8.6	Construction; Definitions	16
8.7	Dividends	16
8.8	Fiscal Year	16
8.9	Seal	16
8.10	Transfer of Stock	17
8.11	Stock Transfer Agreements	17
8.12	Registered Stockholders	17
ARTICLE IX.	AMENDMENTS	17

iii

BYLAWS

OF

ARGOS OPERATING COMPANY (DELAWARE), INC.

ARTICLE I.
CORPORATE OFFICES

     1.1 Registered Office

     The registered office of the corporation shall be in the City of Wilmington, County of Newcastle. The name of its registered agent at such address is Corporation Service Company.

     1.2 Other Offices

     The corporation shall also have and maintain an office or principal place of business at such place as may be fixed by the Board of Directors, and may also have offices at such other places, both within and without the State of Delaware, as the Board of Directors may from time to time determine or the business of the corporation may require.

ARTICLE II.
MEETINGS OF STOCKHOLDERS

     2.1 Place of Meetings

     Meetings of stockholders shall be held at any place, within or outside the State of Delaware, as shall be designated by the Board of Directors. Meetings of stockholders may also be held by means of remote communication as provided under the Delaware General Corporation Law.

     2.2 Annual Meeting

     The annual meeting of stockholders shall be held each year on a date and at a time designated by the Board of Directors. At the meeting, directors shall be elected and any other proper business may be transacted.

     2.3 Special Meeting

     A special meeting of the stockholders may be called at any time by a majority of the Board of Directors, or by the chairman of the board, or by the chief executive officer or the president of the corporation.

     2.4 Notice of Stockholders’ Meetings

     All notices of meetings with stockholders shall be in writing and shall be sent or otherwise given in accordance with Section 2.5 of these bylaws not less than ten (10) nor more than sixty (60) days before the date of the meeting to each stockholder entitled to vote at such meeting. The notice shall be given in writing or by electronic transmission and shall specify the place, date, and hour of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called.

     2.5 Manner of Giving Notice; Affidavit of Notice

     Written notice of any meeting of stockholders, if mailed, is given when deposited in the United States mail, postage prepaid, directed to the stockholder at his address as it appears on the records of the corporation. An affidavit of the secretary or an assistant secretary or of the transfer agent of the corporation that the notice has been given shall, in the absence of fraud, be prima facie evidence of the facts stated therein.

     2.6 Quorum

     The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the certificate of incorporation. If, however, such quorum is not present or represented at any meeting of the stockholders, then either (a) the chairman of the meeting or (b) the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present or represented. At such adjourned meeting at which a quorum is present or represented, any business may be transacted that might have been transacted at the meeting as originally noticed.

     2.7 Adjourned Meeting; Notice

     When a meeting is adjourned to another time or place, unless these bylaws otherwise require, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting the corporation may transact any business that might have been transacted at the original meeting. If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

     2.8 Conduct of Business

     The chairman of any meeting of stockholders shall determine the order of business and the procedure at the meeting, including such regulation of the manner of voting and the conduct of business.

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     2.9 Voting

     The stockholders entitled to vote at any meeting of stockholders shall be determined in accordance with the provisions of Section 2.12 of these bylaws, subject to the provisions of Sections 217 and 218 of the General Corporation Law of Delaware (relating to voting rights of fiduciaries, pledgors and joint owners of stock and to voting trusts and other voting agreements).

     Except as provided in the certificate of incorporation, each stockholder shall be entitled to one vote for each share of capital stock held by such stockholder.

     2.10 Waiver of Notice

     Whenever notice is required to be given under any provision of the General Corporation Law of Delaware or of the certificate of incorporation or these bylaws, a written waiver thereof, signed by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders need be specified in any written waiver of notice unless so required by the certificate of incorporation or these bylaws.

     2.11 Stockholder Action by Written Consent Without a Meeting

     Unless otherwise provided in the certificate of incorporation, any action required to be taken at any annual or special meeting of stockholders of the corporation, or any action that may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice, and without a vote if a consent in writing, setting forth the action so taken, is signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.

     Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing. If the action which is consented to is such as would have required the filing of a certificate under any section of the General Corporation Law of Delaware if such action had been voted on by stockholders at a meeting thereof, then the certificate filed under such section shall state, in lieu of any statement required by such section concerning any vote of stockholders, that written notice and written consent have been given as provided in Section 228 of the General Corporation Law of Delaware.

     2.12 Record Date for Stockholder Notice; Voting; Giving Consents

     In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or entitled to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in

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respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other action.

     If the Board of Directors does not so fix a record date:

     (i) The record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held.

     (ii) The record date for determining stockholders entitled to express consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is necessary, shall be the day on which the first written consent is expressed.

     (iii) The record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

     A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

     2.13 Proxies

     Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for him by a written proxy, signed by the stockholder and filed with the secretary of the corporation, but no such proxy shall be voted or acted upon after three (3) years from its date, unless the proxy provides for a longer period. A proxy shall be deemed signed if the stockholder’s name is placed on the proxy (whether by manual signature, typewriting, telegraphic transmission or otherwise) by the stockholder or the stockholder’s attorney-in-fact. The revocability of a proxy that states on its face that it is irrevocable shall be governed by the provisions of Section 212(c) of the General Corporation Law of Delaware.

ARTICLE III.
DIRECTORS

     3.1 Powers

     Subject to the provisions of the General Corporation Law of Delaware and any limitations in the certificate of incorporation or these bylaws relating to action required to be approved by the stockholders or by the outstanding shares, the business and affairs of the corporation shall be managed and all corporate powers shall be exercised by or under the direction of the Board of Directors.

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     3.2 Number of Directors

     The exact number of directors that shall comprise the corporation’s Board of Directors shall be determined from time to time by resolution adopted by the Board of Directors. Until otherwise determined by such resolution, the Board shall initially consist of three (3) directors.

     No reduction of the authorized number of directors shall have the effect of removing any director before that director’s term of office expires.

     3.3 Qualification, Election and Term of Office of Directors

     The directors need not be stockholders. The directors shall be elected at the annual meeting of the stockholders, except as provided in Section 2 of this Article, and each director elected shall hold office until his successor is elected and qualified or until his or her death, resignation or removal. Elections of directors need not be by written ballot.

     Subject to the rights of the holders of any series of Preferred Stock then outstanding, newly created directorships resulting from any increase in the authorized number of directors or any vacancies in the Board of Directors resulting from death, resignation, retirement, disqualification, removal from office or other cause may be filled only by a majority vote of the directors then in office even though less than a quorum, or by a sole remaining director. No decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent director.

     There shall be no right with respect to shares of stock of the corporation to cumulate votes in the election of directors.

     3.4 Place of Meetings; Meetings by Telephone

     The Board of Directors of the corporation may hold meetings, both regular and special, either within or outside the State of Delaware.

     Unless otherwise restricted by the certificate of incorporation or these bylaws, members of the Board of Directors, or any committee designated by the Board of Directors, may participate in a meeting of the Board of Directors, or any committee, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.

     3.5 Regular Meetings

     Regular meetings of the Board of Directors may be held without notice at such time and at such place as shall from time to time be determined by the board.

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     3.6 Special Meetings; Notice

     Special meetings of the board for any purpose or purposes may be called at any time by the chairman of the board, the president, the secretary or any one (1) director.

     Notice of the time and place of special meetings shall be delivered personally or by telephone, telegram, facsimile or electronic mail, or similar electronic transmission, to each director or sent by first-class mail, telegram, facsimile or electronic mail, or similar electronic transmission, charges prepaid, addressed to each director at that director’s address as it is shown on the records of the corporation. If the notice is mailed, it shall be deposited in the United States mail at least four (4) days before the time of the holding of the meeting. If the notice is delivered personally or by telephone, telegram, facsimile or electronic mail, or similar electronic transmission, it shall be at least forty-eight (48) hours before the time of the holding of the meeting. Any oral notice given personally or by telephone may be communicated either to the director or to a person at the office of the director who the person giving the notice has reason to believe will promptly communicate it to the director. The notice need not specify the purpose or the place of the meeting, if the meeting is to be held at the principal executive office of the corporation.

     3.7 Quorum

     At all meetings of the Board of Directors, a majority of the authorized number of directors shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically provided by statute or by the certificate of incorporation. If a quorum is not present at any meeting of the Board of Directors, then the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present.

     A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of directors, if any action taken is approved by at least a majority of the required quorum for that meeting.

     3.8 Waiver of Notice

     Whenever notice is required to be given under any provision of the General Corporation Law of Delaware or of the certificate of incorporation or these bylaws, a written waiver thereof, signed by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the directors, or members of a committee of directors, need be specified in any written waiver of notice unless so required by the certificate of incorporation or these bylaws.

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     3.9 Board Action by Written Consent Without a Meeting

     Unless otherwise restricted by the certificate of incorporation or these bylaws, any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting if all members of the board or committee, as the case may be, consent thereto in writing or electronic transmission and the writing or writings, or electronic transmission or transmissions, are filed with the minutes of proceedings of the board or committee. Written consents representing actions taken by the board or committee may be executed by telecopy or other facsimile transmission, and such facsimile shall be valid and binding to the same extent as if it were an original.

     3.10 Fees and Compensation of Directors

     Unless otherwise restricted by the certificate of incorporation or these bylaws, the Board of Directors shall have the authority to fix the compensation of directors. No such compensation shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor.

     3.11 Approval of Loans to Officers

     The corporation may lend money to, or guarantee any obligation of, or otherwise assist any officer or other employee of the corporation or of its subsidiary, including any officer or employee who is a director of the corporation or its subsidiary, whenever, in the judgment of the directors, such loan, guaranty or assistance may reasonably be expected to benefit the corporation. The loan, guaranty or other assistance may be with or without interest and may be unsecured, or secured in such manner as the Board of Directors shall approve, including, without limitation, a pledge of shares of stock of the corporation. Nothing in this section contained shall be deemed to deny, limit or restrict the powers of guaranty or warranty of the corporation at common law or under any statute.

     3.12 Removal of Directors

     The holders of a majority of the shares then entitled to vote at any meeting of stockholders may remove, with or without cause, a director or directors from the Board of Directors of the corporation.

     No reduction in the authorized number of directors shall have the effect of removing any director prior to the expiration of such director’s term of office.

ARTICLE IV.
COMMITTEES

     4.1 Committees of Directors

     The Board of Directors may, by resolution passed by a majority of the whole board, designate one or more committees, with each committee to consist of one or more of the directors of the corporation. The board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting

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of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board of Directors or in the bylaws of the corporation, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers that may require it; but no such committee shall have the power or authority to (i) amend the certificate of incorporation (except that a committee may, to the extent authorized in the resolution or resolutions providing for the issuance of shares of stock adopted by the Board of Directors as provided in Section 151(a) of the General Corporation Law of Delaware, fix the designations and any of the preferences or rights of such shares relating to dividends, redemption, dissolution, any distribution of assets of the corporation or the conversion into, or the exchange of such shares for, shares of any other class or classes or any other series of the same or any other class or classes of stock of the corporation), (ii) adopt an agreement of merger or consolidation under Sections 251 or 252 of the General Corporation Law of Delaware, (iii) recommend to the stockholders the sale, lease or exchange of all or substantially all of the corporation’s property and assets, (iv) recommend to the stockholders a dissolution of the corporation or a revocation of a dissolution, or (v) amend the bylaws of the corporation; and, unless the board resolution establishing the committee, the bylaws or the certificate of incorporation expressly so provide, no such committee shall have the power or authority to declare a dividend, to authorize the issuance of stock, or to adopt a certificate of ownership and merger pursuant to Section 253 of the General Corporation Law of Delaware.

     4.2 Committee Minutes

     Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors when required.

     4.3 Meetings and Action of Committees

     Meetings and actions of committees shall be governed by, and held and taken in accordance with, the provisions of Article III of these bylaws, Section 3.4 (place of meetings and meetings by telephone), Section 3.5 (regular meetings), Section 3.6 (special meetings and notice), Section 3.7 (quorum), Section 3.8 (waiver of notice) and Section 3.9 (action without a meeting), with such changes in the context of those bylaws as are necessary to substitute the committee and its members for the Board of Directors and its members; provided, however, that the time of regular meetings of committees may also be called by resolution of the Board of Directors and that notice of special meetings of committees shall also be given to all alternate members, who shall have the right to attend all meetings of the committee. The Board of Directors may adopt rules for the government of any committee not inconsistent with the provisions of these bylaws.

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ARTICLE V.
OFFICERS

     5.1 Officers

     The officers of this corporation shall be chosen by the Board of Directors and shall include a Chairman of the Board of Directors or a President, or both, Vice President and a Secretary. The corporation may also have at the discretion of the Board of Directors such other officers as are desired, including a Vice Chairman of the Board of Directors, a Chief Executive Officer, a Treasurer and/or Chief Financial Officer, one or more Vice Presidents, one or more Assistant Treasurers and/or Chief Financial Officers, one or more Assistant Secretaries, and such other officers as may be appointed in accordance with the provisions of Section 5.2. In the event there are two or more Vice Presidents, then one or more may be designated as Executive Vice President, Senior Vice President, or other similar or dissimilar title. At the time of the election of officers, the directors may by resolution determine the order of their rank. Any number of offices may be held by the same person, unless the Certificate of Incorporation or these Bylaws otherwise provide.

     5.2 Appointment of Officers

     The officers of the corporation, except such officers as may be appointed in accordance with the provisions of Sections 5.3 or 5.5 of these bylaws, shall be chosen by the Board of Directors, subject to the rights, if any, of an officer under any contract of employment.

     5.3 Subordinate Officers

     The Board of Directors may appoint, or empower the chief executive officer or the president to appoint, such other officers and agents as the business of the corporation may require, each of whom shall hold office for such period, have such authority, and perform such duties as are provided in these bylaws or as the Board of Directors may from time to time determine.

     5.4 Removal and Resignation of Officers

     Subject to the rights, if any, of an officer under any contract of employment, any officer may be removed, either with or without cause, by an affirmative vote of the majority of the Board of Directors at any regular or special meeting of the board or, except in the case of an officer chosen by the Board of Directors, by any officer upon whom such power of removal may be conferred by the Board of Directors.

     Any officer may resign at any time by giving written notice to the corporation. Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the corporation under any contract to which the officer is a party.

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     5.5 Vacancies in Offices

     Any vacancy occurring in any office of the corporation shall be filled by the Board of Directors.

     5.6 Chairman of the Board

     The chairman of the board, if such an officer be elected, shall, if present, preside at meetings of the Board of Directors and exercise and perform such other powers and duties as may from time to time be assigned to him by the Board of Directors or as may be prescribed by these bylaws. If there is no president, then the chairman of the board shall also be the chief executive officer of the corporation and shall have the powers and duties prescribed in Section 5.7 of these bylaws.

     5.7 President

     Subject to such supervisory powers, if any, as may be given by the Board of Directors to the chairman of the board or the chief executive officer, the president of the corporation shall have general supervision, direction and control of the business and officers of the corporation. The president shall have the general powers and duties of management usually vested in the office of president of a corporation and shall have such other powers and duties as may be prescribed by the Board of Directors or these bylaws.

     5.8 Chief Executive Officer

     Subject to such supervisory powers, if any, as may be given by the Board of Directors to the chairman of the board, the chief executive officer of the corporation shall, subject to the control of the Board of Directors, have general supervision, direction and control of the business and officers of the corporation. The chief executive officer shall preside at all meetings of the stockholders and, in the absence or nonexistence of a chairman of the board, at all meetings of the Board of Directors. The chief executive officer shall have the general powers and duties of management usually vested in the office of chief executive officer of a corporation and shall have such other powers and duties as may be prescribed by the Board of Directors or these bylaws.

     5.9 Vice Presidents

     In the absence or disability of the chief executive officer and president, the vice presidents, if any, in order of their rank as fixed by the Board of Directors or, if not ranked, a vice president designated by the Board of Directors, shall perform all the duties of the president and when so acting shall have all the powers of, and be subject to all the restrictions upon, the president. The vice presidents shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively by the Board of Directors, these bylaws, the president or the chairman of the board.

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     5.10 Secretary

     The secretary shall keep or cause to be kept, at the principal executive office of the corporation or at such other place as the Board of Directors may direct, a book of minutes of all meetings and actions of directors, committees of directors, and stockholders. The minutes shall show the time and place of each meeting, the names of those present at directors’ meetings or committee meetings, the number of shares present or represented at stockholders’ meetings, and the proceedings thereof.

     The secretary shall keep, or cause to be kept, at the principal executive office of the corporation or at the office of the corporation’s transfer agent or registrar, as determined by resolution of the Board of Directors, a share register, or a duplicate share register, showing the names of all stockholders and their addresses, the number and classes of shares held by each, the number and date of certificates evidencing such shares, and the number and date of cancellation of every certificate surrendered for cancellation.

     The secretary shall give, or cause to be given, notice of all meetings of the stockholders and of the Board of Directors required to be given by law or by these bylaws. The secretary shall keep the seal of the corporation, if one be adopted, in safe custody and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or by these bylaws.

     5.11 Assistant Secretary

     The assistant secretary, or if there be more than one, the Assistant Secretaries in the order determined by the Board of Directors, or if there be no such determination, the Assistant Secretary designated by the Board of Directors, shall, in the absence or disability of the Secretary, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

     5.12 Treasurer/Chief Financial Officer

     The chief financial officer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital retained earnings, and shares. The books of account shall at all reasonable times be open to inspection by any director.

     The chief financial officer shall deposit all moneys and other valuables in the name and to the credit of the corporation with such depositories as may be designated by the Board of Directors. The chief financial officer shall disburse the funds of the corporation as may be ordered by the Board of Directors, shall render to the president and directors, whenever they request it, an account of all his or her transactions as chief financial officer and of the financial condition of the corporation, and shall have other powers and perform such other duties as may be prescribed by the Board of Directors or by the bylaws.

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     5.13 Representation of Shares of Other Corporations

     The chairman of the board, the chief executive officer, the president, any vice president, the chief financial officer, the treasurer, the secretary or any assistant secretary of this corporation, or any other person authorized by the Board of Directors, is authorized to vote, represent, and exercise on behalf of this corporation all rights incident to any and all shares of any other corporation or corporations standing in the name of this corporation. The authority granted herein may be exercised either by such person directly or by any other person authorized to do so by proxy or power of attorney duly executed by such person having the authority.

     5.14 Authority and Duties of Officers

     In addition to the foregoing authority and duties, all officers of the corporation shall respectively have such authority and perform such duties in the management of the business of the corporation as may be designated from time to time by the Board of Directors or the stockholders.

ARTICLE VI.
INDEMNIFICATION OF DIRECTORS, OFFICERS,
EMPLOYEES AND OTHER AGENTS

     6.1 Indemnification of Directors and Officers

     The corporation shall, to the maximum extent and in the manner permitted by the General Corporation Law of Delaware, indemnify each of its directors and officers against expenses (including attorneys’ fees), judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with any proceeding, arising by reason of the fact that such person is or was an agent of the corporation. For purposes of this Section 6.1, a “director” or “officer” of the corporation includes any person (i) who is or was a director or officer of the corporation, (ii) who is or was serving at the request of the corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, or (iii) who was a director or officer of a corporation which was a predecessor corporation of the corporation or of another enterprise at the request of such predecessor corporation.

     6.2 Indemnification of Others

     The corporation shall have the power, to the extent and in the manner permitted by the General Corporation Law of Delaware, to indemnify each of its employees and agents (other than directors and officers) against expenses (including attorneys’ fees), judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with any proceeding, arising by reason of the fact that such person is or was an agent of the corporation. For purposes of this Section 6.2, an “employee” or “agent” of the corporation (other than a director or officer) includes any person (i) who is or was an employee or agent of the corporation, (ii) who is or was serving at the request of the corporation as an employee or agent of another corporation, partnership, joint venture, trust or other enterprise, or (iii) who was an employee or agent of a corporation which was a predecessor corporation of the corporation or of another enterprise at the request of such predecessor corporation.

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     6.3 Payment of Expenses in Advance

     Expenses incurred in defending any action or proceeding for which indemnification is required pursuant to Section 6.1 or for which indemnification is permitted pursuant to Section 6.2 following authorization thereof by the Board of Directors shall be paid by the corporation in advance of the final disposition of such action or proceeding upon receipt of an undertaking by or on behalf of the indemnified party to repay such amount if it shall ultimately be determined that the indemnified party is not entitled to be indemnified as authorized in this Article 6.

     6.4 Indemnity Not Exclusive

     The indemnification provided by this Article 6 shall not be deemed exclusive of any other rights which those seeking indemnification may be entitled under any bylaw, agreement, vote of shareholders or disinterested directors or otherwise, both as to action in an official capacity and as to action in another capacity while holding such office, to the extent that additional rights to indemnification are authorized in the certificate of incorporation.

     6.5 Insurance

     The corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the corporation would have the power to indemnify him against such liability under the provisions of the General Corporation Law of Delaware.

     6.6 Conflicts

     No indemnification or advance shall be made under this Article 6, except where such indemnification or advance is mandated by law or the order, judgment or decree of any court of competent jurisdiction, in any circumstance where it appears:

     (i) That it would be inconsistent with a provision of the certificate of incorporation, these bylaws, a resolution of the stockholders or an agreement in effect at the time of the accrual of the alleged cause of the action asserted in the proceeding in which the expenses were incurred or other amounts were paid, which prohibits or otherwise limited indemnification; or

     (ii) That it would be inconsistent with any condition expressly imposed by a court in approving a settlement.

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ARTICLE VII.
RECORDS AND REPORTS

     7.1 Maintenance and Inspection of Records

     The corporation shall, either at its principal executive office or at such place or places as designated by the Board of Directors, keep a record of its shareholders listing their names and addresses and the number and class of shares held by each shareholder, a copy of these bylaws as amended to date, accounting books, and other records.

     Any stockholder of record, in person or by attorney or other agent, shall, upon written demand under oath stating the purpose thereof, have the right during the usual hours for business to inspect for any proper purpose the corporation’s stock ledger, a list of its stockholders, and its other books and records and to make copies or extracts therefrom. A proper purpose shall mean a purpose reasonably related to such person’s interest as a stockholder. In every instance where an attorney or other agent is the person who seeks the right to inspection, the demand under oath shall be accompanied by a power of attorney or such other writing that authorizes the attorney or other agent to so act on behalf of the stockholder. The demand under oath shall be directed to the corporation at its registered office in Delaware or at its principal place of business.

     7.2 Inspection by Directors

     Any director shall have the right to examine the corporation’s stock ledger, a list of its stockholders, and its other books and records for a purpose reasonably related to his position as a director. The Court of Chancery is hereby vested with the exclusive jurisdiction to determine whether a director is entitled to the inspection sought. The Court may summarily order the corporation to permit the director to inspect any and all books and records, the stock ledger, and the stock list and to make copies or extracts therefrom. The Court may, in its discretion, prescribe any limitations or conditions with reference to the inspection, or award such other and further relief as the Court may deem just and proper.

     7.3 Annual Statement to Stockholders

     The Board of Directors shall present at each annual meeting, and at any special meeting of the stockholders when called for by the vote of the stockholders, a full and clear statement of the business and condition of the corporation.

ARTICLE VIII.
GENERAL MATTERS

     8.1 Checks

     From time to time, the Board of Directors shall determine by resolution which person or persons may sign or endorse all checks, drafts, other orders for payment of money,

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notes or other evidences of indebtedness that are issued in the name of or payable to the corporation, and only the persons so authorized shall sign or endorse those instruments.

     8.2 Execution of Corporate Contracts and Instruments

     The Board of Directors, except as otherwise provided in these bylaws, may authorize any officer or officers, or agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the corporation; such authority may be general or confined to specific instances. Unless so authorized or ratified by the Board of Directors or within the agency power of an officer, no officer, agent or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or for any amount.

     8.3 Stock Certificates; Partly Paid Shares

     The shares of a corporation shall be represented by certificates, provided that the Board of Directors of the corporation may provide by resolution or resolutions that some or all of any or all classes or series of its stock shall be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the corporation. Notwithstanding the adoption of such a resolution by the Board of Directors, every holder of stock represented by certificates and upon request every holder of uncertificated shares shall be entitled to have a certificate signed by, or in the name of the corporation by the chairman or vice-chairman of the Board of Directors, or the chief executive officer or the president or vice-president, and by the chief financial officer, treasurer or an assistant treasurer, or the secretary or an assistant secretary of such corporation representing the number of shares registered in certificate form. Any or all of the signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate has ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue.

     The corporation may issue the whole or any part of its shares as partly paid and subject to call for the remainder of the consideration to be paid therefor. Upon the face or back of each stock certificate issued to represent any such partly paid shares, upon the books and records of the corporation in the case of uncertificated partly paid shares, the total amount of the consideration to be paid therefor and the amount paid thereon shall be stated. Upon the declaration of any dividend on fully paid shares, the corporation shall declare a dividend upon partly paid shares of the same class, but only upon the basis of the percentage of the consideration actually paid thereon.

     8.4 Special Designation on Certificates

     If the corporation is authorized to issue more than one class of stock or more than one series of any class, then the powers, the designations, the preferences, and the relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate that the corporation shall issue to represent

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such class or series of stock; provided, however, that, except as otherwise provided in Section 202 of the General Corporation Law of Delaware, in lieu of the foregoing requirements there may be set forth on the face or back of the certificate that the corporation shall issue to represent such class or series of stock a statement that the corporation will furnish without charge to each stockholder who so requests the powers, the designations, the preferences, and the relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.

     8.5 Lost Certificates

     Except as provided in this Section 8.5, no new certificates for shares shall be issued to replace a previously issued certificate unless the latter is surrendered to the corporation and canceled at the same time. The corporation may issue a new certificate of stock or uncertificated shares in the place of any certificate theretofore issued by it, alleged to have been lost, stolen or destroyed, and the corporation may require the owner of the lost, stolen or destroyed certificate, or his legal representative, to give the corporation a bond sufficient to indemnify it against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate or uncertificated shares.

     8.6 Construction; Definitions

     Unless the context requires otherwise, the general provisions, rules of construction, and definitions in the Delaware General Corporation Law shall govern the construction of these bylaws. Without limiting the generality of this provision, the singular number includes the plural, the plural number includes the singular, and the term “person” includes both a corporation and a natural person.

     8.7 Dividends

     The directors of the corporation, subject to any restrictions contained in the certificate of incorporation, may declare and pay dividends upon the shares of its capital stock pursuant to the General Corporation Law of Delaware. Dividends may be paid in cash, in property, or in shares of the corporation’s capital stock.

     The directors of the corporation may set apart out of any of the funds of the corporation available for dividends a reserve or reserves for any proper purpose and may abolish any such reserve. Such purposes shall include but not be limited to equalizing dividends, repairing or maintaining any property of the corporation, and meeting contingencies.

     8.8 Fiscal Year

     The fiscal year of the corporation shall be fixed by resolution of the Board of Directors and may be changed by the Board of Directors.

     8.9 Seal

     The Board of Directors may adopt a corporate seal. The corporate seal shall consist of a die bearing the name of the corporation and the inscription, “Corporate

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Seal-Delaware.” Said seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

     8.10 Transfer of Stock

     Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate, and record the transaction in its books.

     8.11 Stock Transfer Agreements

     The corporation shall have power to enter into and perform any agreement with any number of shareholders of any one or more classes of stock of the corporation to restrict the transfer of shares of stock of the corporation of any one or more classes owned by such stockholders in any manner not prohibited by the General Corporation Law of Delaware.

     8.12 Registered Stockholders

     The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends and to vote as such owner, shall be entitled to hold liable for calls and assessments the person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of another person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.

ARTICLE IX.
AMENDMENTS

     The bylaws of the corporation may be adopted, amended or repealed by the stockholders entitled to vote; provided, however, that the corporation may, in its certificate of incorporation, confer the power to adopt, amend or repeal bylaws upon the directors. The fact that such power has been so conferred upon the directors shall not divest the stockholders of the power, nor limit their power to adopt, amend or repeal bylaws.

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CERTIFICATE OF SECRETARY

     I, the undersigned, do hereby certify:

     (1) That I am a duly elected and acting Assistant Secretary of Argos Operating Company (Delaware), Inc., a Delaware corporation; and

     (2) That the foregoing bylaws constitute the bylaws of said corporation as duly adopted by the written consent of the Board of Directors of said corporation as of August 24, 2005.

     IN WITNESS WHEREOF, I have hereunto subscribed my name this 25th day of August, 2005.

/s/ Tony Ling

Tony Ling
Assistant Secretary

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EX-3.36

Exhibit-3.36

CERTIFICATE OF INCORPORATION

OF

AVAGO TECHNOLOGIES WIRELESS (U.S.A.) INC.

ARTICLE I

     The name of the corporation is Avago Technologies Wireless (U.S.A.) Inc. (the “Corporation”).

ARTICLE II

     The address of this Corporation’s registered office in the State of Delaware is 2711 Centerville Road, Suite 400, in the City of Wilmington, County of Newcastle. The name of its registered agent at such address is Corporation Service Company.

ARTICLE III

     The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

ARTICLE IV

     The total number of shares of all classes of stock that the corporation shall have authority to issue is One Thousand (1,000), all of which shall be designated common stock with a par value of $0.001 per share.

ARTICLE V

     The name and mailing address of the incorporator is:

Linda T. Kingsbury
Latham & Watkins LLP
505 Montgomery Street, Suite 2000
San Francisco, CA 94111-2562

ARTICLE VI

     In furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized to adopt, amend or repeal the bylaws of the Corporation.

ARTICLE VII

     Election of directors need not be by written ballot unless the Bylaws of the Corporation shall so provide.

ARTICLE VIII

     No director of this Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the General Corporation Law of the State of Delaware or (iv) for any transaction from which the director derived an improper personal benefit.

[Remainder of Page Intentionally Left Blank; Signature Page Follows]

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     I, THE UNDERSIGNED, being the sole incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, do make this certificate, herein declaring and certifying that this is my act and deed and the facts herein stated are true, and accordingly have hereunto set my hand this 22nd day of September, 2005.

/s/ Linda T. Kingsbury

Linda T. Kingsbury

Incorporator

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EX-3.37

Exhibit-3.37

BYLAWS

OF

AVOGO TECHNOLOGIES WIRELESS (U.S.A) INC

TABLE OF CONTENTS

	Page
ARTICLE I. CORPORATE OFFICES	1
1.1 Registered Office	1
1.2 Other Offices	1
ARTICLE II. MEETINGS OF STOCKHOLDERS	1
2.1 Place of Meetings	1
2.2 Annual Meeting	1
2.3 Special Meeting	1
2.4 Notice of Stockholders’ Meetings	2
2.5 Manner of Giving Notice; Affidavit of Notice	2
2.6 Quorum	2
2.7 Adjourned Meeting; Notice	2
2.8 Conduct of Business	2
2.9 Voting	3
2.10 Waiver of Notice	3
2.11 Stockholder Action by Written Consent Without a Meeting	3
2.12 Record Date for Stockholder Notice; Voting; Giving Consents	3
2.13 Proxies	4
ARTICLE III. DIRECTORS	4
3.1 Powers	4
3.2 Number of Directors	5
3.3 Qualification, Election and Term of Office of Directors	5
3.4 Place of Meetings; Meetings by Telephone	5
3.5 Regular Meetings	5
3.6 Special Meetings; Notice	6
3.7 Quorum	6
3.8 Waiver of Notice	6
3.9 Board Action by Written Consent Without a Meeting	7
3.10 Fees and Compensation of Directors	7
3.11 Approval of Loans to Officers	7
3.12 Removal of Directors	7
ARTICLE IV. COMMITTEES	7

	Page
4.1 Committees of Directors	7
4.2 Committee Minutes	8
4.3 Meetings and Action of Committees	8
ARTICLE V. OFFICERS	9
5.1 Officers	9
5.2 Appointment of Officers	9
5.3 Subordinate Officers	9
5.4 Removal and Resignation of Officers	9
5.5 Vacancies in Offices	10
5.6 Chairman of the Board	10
5.7 President	10
5.8 Chief Executive Officer	10
5.9 Vice Presidents	10
5.10 Secretary	11
5.11 Assistant Secretary	11
5.12 Treasurer/Chief Financial Officer	11
5.13 Representation of Shares of Other Corporations	12
5.14 Authority and Duties of Officers	12
ARTICLE VI. INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND OTHER AGENTS 12
6.1 Indemnification of Directors and Officers	12
6.2 Indemnification of Others	12
6.3 Payment of Expenses in Advance	13
6.4 Indemnity Not Exclusive	13
6.5 Insurance	13
6.6 Conflicts	13
ARTICLE VII. RECORDS AND REPORTS	14
7.1 Maintenance and Inspection of Records	14
7.2 Inspection by Directors	14
7.3 Annual Statement to Stockholders	14
ARTICLE VIII. GENERAL MATTERS	14
8.1 Checks	14

ii

	Page
8.2 Execution of Corporate Contracts and Instruments	15
8.3 Stock Certificates; Partly Paid Shares	15
8.4 Special Designation on Certificates	15
8.5 Lost Certificates	16
8.6 Construction; Definitions	16
8.7 Dividends	16
8.8 Fiscal Year	16
8.9 Seal	16
8.10 Transfer of Stock	17
8.11 Stock Transfer Agreements	17
8.12 Registered Stockholders	17
ARTICLE IX. AMENDMENTS	17

iii

BYLAWS

OF

AVAGO TECHNOLOGIES WIRELESS (U.S.A.) INC.

ARTICLE I.
CORPORATE OFFICES

     1.1 Registered Office

     The registered office of the corporation shall be in the City of Wilmington, County of Newcastle. The name of its registered agent at such address is Corporation Service Company.

     1.2 Other Offices

     The corporation shall also have and maintain an office or principal place of business at such place as may be fixed by the Board of Directors, and may also have offices at such other places, both within and without the State of Delaware, as the Board of Directors may from time to time determine or the business of the corporation may require.

ARTICLE II.

MEETINGS OF STOCKHOLDERS

     2.1 Place of Meetings

     Meetings of stockholders shall be held at any place, within or outside the State of Delaware, as shall be designated by the Board of Directors. Meetings of stockholders may also be held by means of remote communication as provided under the Delaware General Corporation Law.

     2.2 Annual Meeting

     The annual meeting of stockholders shall be held each year on a date and at a time designated by the Board of Directors. At the meeting, directors shall be elected and any other proper business may be transacted.

     2.3 Special Meeting

     A special meeting of the stockholders may be called at any time by a majority of the Board of Directors, or by the chairman of the board, or by the chief executive officer or the president of the corporation.

     2.4 Notice of Stockholders’ Meetings

     All notices of meetings with stockholders shall be in writing and shall be sent or otherwise given in accordance with Section 2.5 of these bylaws not less than ten (10) nor more than sixty (60) days before the date of the meeting to each stockholder entitled to vote at such meeting. The notice shall be given in writing or by electronic transmission and shall specify the place, date, and hour of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called.

     2.5 Manner of Giving Notice; Affidavit of Notice

     Written notice of any meeting of stockholders, if mailed, is given when deposited in the United States mail, postage prepaid, directed to the stockholder at his address as it appears on the records of the corporation. An affidavit of the secretary or an assistant secretary or of the transfer agent of the corporation that the notice has been given shall, in the absence of fraud, be prima facie evidence of the facts stated therein.

     2.6 Quorum

     The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the certificate of incorporation. If, however, such quorum is not present or represented at any meeting of the stockholders, then either (a) the chairman of the meeting or (b) the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present or represented. At such adjourned meeting at which a quorum is present or represented, any business may be transacted that might have been transacted at the meeting as originally noticed.

     2.7 Adjourned Meeting; Notice

     When a meeting is adjourned to another time or place, unless these bylaws otherwise require, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting the corporation may transact any business that might have been transacted at the original meeting. If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

     2.8 Conduct of Business

     The chairman of any meeting of stockholders shall determine the order of business and the procedure at the meeting, including such regulation of the manner of voting and the conduct of business.

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     2.9 Voting

     The stockholders entitled to vote at any meeting of stockholders shall be determined in accordance with the provisions of Section 2.12 of these bylaws, subject to the provisions of Sections 217 and 218 of the General Corporation Law of Delaware (relating to voting rights of fiduciaries, pledgors and joint owners of stock and to voting trusts and other voting agreements).

     Except as provided in the certificate of incorporation, each stockholder shall be entitled to one vote for each share of capital stock held by such stockholder.

     2.10 Waiver of Notice

     Whenever notice is required to be given under any provision of the General Corporation Law of Delaware or of the certificate of incorporation or these bylaws, a written waiver thereof, signed by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders need be specified in any written waiver of notice unless so required by the certificate of incorporation or these bylaws.

     2.11 Stockholder Action by Written Consent Without a Meeting

     Unless otherwise provided in the certificate of incorporation, any action required to be taken at any annual or special meeting of stockholders of the corporation, or any action that may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice, and without a vote if a consent in writing, setting forth the action so taken, is signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.

     Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing. If the action which is consented to is such as would have required the filing of a certificate under any section of the General Corporation Law of Delaware if such action had been voted on by stockholders at a meeting thereof, then the certificate filed under such section shall state, in lieu of any statement required by such section concerning any vote of stockholders, that written notice and written consent have been given as provided in Section 228 of the General Corporation Law of Delaware.

     2.12 Record Date for Stockholder Notice; Voting; Giving Consents

     In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or entitled to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in

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respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other action.

     If the Board of Directors does not so fix a record date:

     (i) The record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held.

     (ii) The record date for determining stockholders entitled to express consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is necessary, shall be the day on which the first written consent is expressed.

     (iii) The record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

     A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

     2.13 Proxies

     Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for him by a written proxy, signed by the stockholder and filed with the secretary of the corporation, but no such proxy shall be voted or acted upon after three (3) years from its date, unless the proxy provides for a longer period. A proxy shall be deemed signed if the stockholder’s name is placed on the proxy (whether by manual signature, typewriting, telegraphic transmission or otherwise) by the stockholder or the stockholder’s attorney-in-fact. The revocability of a proxy that states on its face that it is irrevocable shall be governed by the provisions of Section 212(c) of the General Corporation Law of Delaware.

ARTICLE III.

DIRECTORS

     3.1 Powers

     Subject to the provisions of the General Corporation Law of Delaware and any limitations in the certificate of incorporation or these bylaws relating to action required to be approved by the stockholders or by the outstanding shares, the business and affairs of the corporation shall be managed and all corporate powers shall be exercised by or under the direction of the Board of Directors.

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     3.2 Number of Directors

     The exact number of directors that shall comprise the corporation’s Board of Directors shall be determined from time to time by resolution adopted by the Board of Directors. Until otherwise determined by such resolution, the Board shall initially consist of three (3) directors.

     No reduction of the authorized number of directors shall have the effect of removing any director before that director’s term of office expires.

     3.3 Qualification, Election and Term of Office of Directors

     The directors need not be stockholders. The directors shall be elected at the annual meeting of the stockholders, except as provided in Section 2 of this Article, and each director elected shall hold office until his successor is elected and qualified or until his or her death, resignation or removal. Elections of directors need not be by written ballot.

     Subject to the rights of the holders of any series of Preferred Stock then outstanding, newly created directorships resulting from any increase in the authorized number of directors or any vacancies in the Board of Directors resulting from death, resignation, retirement, disqualification, removal from office or other cause may be filled only by a majority vote of the directors then in office even though less than a quorum, or by a sole remaining director. No decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent director.

     There shall be no right with respect to shares of stock of the corporation to cumulate votes in the election of directors.

     3.4 Place of Meetings; Meetings by Telephone

     The Board of Directors of the corporation may hold meetings, both regular and special, either within or outside the State of Delaware.

     Unless otherwise restricted by the certificate of incorporation or these bylaws, members of the Board of Directors, or any committee designated by the Board of Directors, may participate in a meeting of the Board of Directors, or any committee, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.

     3.5 Regular Meetings

     Regular meetings of the Board of Directors may be held without notice at such time and at such place as shall from time to time be determined by the board.

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     3.6 Special Meetings; Notice

     Special meetings of the board for any purpose or purposes may be called at any time by the chairman of the board, the president, the secretary or any one (1) director.

     Notice of the time and place of special meetings shall be delivered personally or by telephone, telegram, facsimile or electronic mail, or similar electronic transmission, to each director or sent by first-class mail, telegram, facsimile or electronic mail, or similar electronic transmission, charges prepaid, addressed to each director at that director’s address as it is shown on the records of the corporation. If the notice is mailed, it shall be deposited in the United States mail at least four (4) days before the time of the holding of the meeting. If the notice is delivered personally or by telephone, telegram, facsimile or electronic mail, or similar electronic transmission, it shall be at least forty-eight (48) hours before the time of the holding of the meeting. Any oral notice given personally or by telephone may be communicated either to the director or to a person at the office of the director who the person giving the notice has reason to believe will promptly communicate it to the director. The notice need not specify the purpose or the place of the meeting, if the meeting is to be held at the principal executive office of the corporation.

     3.7 Quorum

     At all meetings of the Board of Directors, a majority of the authorized number of directors shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically provided by statute or by the certificate of incorporation. If a quorum is not present at any meeting of the Board of Directors, then the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present.

     A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of directors, if any action taken is approved by at least a majority of the required quorum for that meeting.

     3.8 Waiver of Notice

     Whenever notice is required to be given under any provision of the General Corporation Law of Delaware or of the certificate of incorporation or these bylaws, a written waiver thereof, signed by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the directors, or members of a committee of directors, need be specified in any written waiver of notice unless so required by the certificate of incorporation or these bylaws.

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     3.9 Board Action by Written Consent Without a Meeting

     Unless otherwise restricted by the certificate of incorporation or these bylaws, any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting if all members of the board or committee, as the case may be, consent thereto in writing or electronic transmission and the writing or writings, or electronic transmission or transmissions, are filed with the minutes of proceedings of the board or committee. Written consents representing actions taken by the board or committee may be executed by telecopy or other facsimile transmission, and such facsimile shall be valid and binding to the same extent as if it were an original.

     3.10 Fees and Compensation of Directors

     Unless otherwise restricted by the certificate of incorporation or these bylaws, the Board of Directors shall have the authority to fix the compensation of directors. No such compensation shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor.

     3.11 Approval of Loans to Officers

     The corporation may lend money to, or guarantee any obligation of, or otherwise assist any officer or other employee of the corporation or of its subsidiary, including any officer or employee who is a director of the corporation or its subsidiary, whenever, in the judgment of the directors, such loan, guaranty or assistance may reasonably be expected to benefit the corporation. The loan, guaranty or other assistance may be with or without interest and may be unsecured, or secured in such manner as the Board of Directors shall approve, including, without limitation, a pledge of shares of stock of the corporation. Nothing in this section contained shall be deemed to deny, limit or restrict the powers of guaranty or warranty of the corporation at common law or under any statute.

     3.12 Removal of Directors

     The holders of a majority of the shares then entitled to vote at any meeting of stockholders may remove, with or without cause, a director or directors from the Board of Directors of the corporation.

     No reduction in the authorized number of directors shall have the effect of removing any director prior to the expiration of such director’s term of office.

ARTICLE IV.

COMMITTEES

     4.1 Committees of Directors

     The Board of Directors may, by resolution passed by a majority of the whole board, designate one or more committees, with each committee to consist of one or more of the directors of the corporation. The board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting

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of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board of Directors or in the bylaws of the corporation, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers that may require it; but no such committee shall have the power or authority to (i) amend the certificate of incorporation (except that a committee may, to the extent authorized in the resolution or resolutions providing for the issuance of shares of stock adopted by the Board of Directors as provided in Section 151(a) of the General Corporation Law of Delaware, fix the designations and any of the preferences or rights of such shares relating to dividends, redemption, dissolution, any distribution of assets of the corporation or the conversion into, or the exchange of such shares for, shares of any other class or classes or any other series of the same or any other class or classes of stock of the corporation), (ii) adopt an agreement of merger or consolidation under Sections 251 or 252 of the General Corporation Law of Delaware, (iii) recommend to the stockholders the sale, lease or exchange of all or substantially all of the corporation’s property and assets, (iv) recommend to the stockholders a dissolution of the corporation or a revocation of a dissolution, or (v) amend the bylaws of the corporation; and, unless the board resolution establishing the committee, the bylaws or the certificate of incorporation expressly so provide, no such committee shall have the power or authority to declare a dividend, to authorize the issuance of stock, or to adopt a certificate of ownership and merger pursuant to Section 253 of the General Corporation Law of Delaware.

     4.2 Committee Minutes

     Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors when required.

     4.3 Meetings and Action of Committees

     Meetings and actions of committees shall be governed by, and held and taken in accordance with, the provisions of Article III of these bylaws, Section 3.4 (place of meetings and meetings by telephone), Section 3.5 (regular meetings), Section 3.6 (special meetings and notice), Section 3.7 (quorum), Section 3.8 (waiver of notice) and Section 3.9 (action without a meeting), with such changes in the context of those bylaws as are necessary to substitute the committee and its members for the Board of Directors and its members; provided, however, that the time of regular meetings of committees may also be called by resolution of the Board of Directors and that notice of special meetings of committees shall also be given to all alternate members, who shall have the right to attend all meetings of the committee. The Board of Directors may adopt rules for the government of any committee not inconsistent with the provisions of these bylaws.

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ARTICLE V.

OFFICERS

     5.1 Officers

     The officers of this corporation shall be chosen by the Board of Directors and shall include a Chairman of the Board of Directors or a President, or both, Vice President and a Secretary. The corporation may also have at the discretion of the Board of Directors such other officers as are desired, including a Vice Chairman of the Board of Directors, a Chief Executive Officer, a Treasurer and/or Chief Financial Officer, one or more Vice Presidents, one or more Assistant Treasurers and/or Chief Financial Officers, one or more Assistant Secretaries, and such other officers as may be appointed in accordance with the provisions of Section 5.2. In the event there are two or more Vice Presidents, then one or more may be designated as Executive Vice President, Senior Vice President, or other similar or dissimilar title. At the time of the election of officers, the directors may by resolution determine the order of their rank. Any number of offices may be held by the same person, unless the Certificate of Incorporation or these Bylaws otherwise provide.

     5.2 Appointment of Officers

     The officers of the corporation, except such officers as may be appointed in accordance with the provisions of Sections 5.3 or 5.5 of these bylaws, shall be chosen by the Board of Directors, subject to the rights, if any, of an officer under any contract of employment.

     5.3 Subordinate Officers

     The Board of Directors may appoint, or empower the chief executive officer or the president to appoint, such other officers and agents as the business of the corporation may require, each of whom shall hold office for such period, have such authority, and perform such duties as are provided in these bylaws or as the Board of Directors may from time to time determine.

     5.4 Removal and Resignation of Officers

     Subject to the rights, if any, of an officer under any contract of employment, any officer may be removed, either with or without cause, by an affirmative vote of the majority of the Board of Directors at any regular or special meeting of the board or, except in the case of an officer chosen by the Board of Directors, by any officer upon whom such power of removal may be conferred by the Board of Directors.

     Any officer may resign at any time by giving written notice to the corporation. Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the corporation under any contract to which the officer is a party.

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     5.5 Vacancies in Offices

     Any vacancy occurring in any office of the corporation shall be filled by the Board of Directors.

     5.6 Chairman of the Board

     The chairman of the board, if such an officer be elected, shall, if present, preside at meetings of the Board of Directors and exercise and perform such other powers and duties as may from time to time be assigned to him by the Board of Directors or as may be prescribed by these bylaws. If there is no president, then the chairman of the board shall also be the chief executive officer of the corporation and shall have the powers and duties prescribed in Section 5.7 of these bylaws.

     5.7 President

     Subject to such supervisory powers, if any, as may be given by the Board of Directors to the chairman of the board or the chief executive officer, the president of the corporation shall have general supervision, direction and control of the business and officers of the corporation. The president shall have the general powers and duties of management usually vested in the office of president of a corporation and shall have such other powers and duties as may be prescribed by the Board of Directors or these bylaws.

     5.8 Chief Executive Officer

     Subject to such supervisory powers, if any, as may be given by the Board of Directors to the chairman of the board, the chief executive officer of the corporation shall, subject to the control of the Board of Directors, have general supervision, direction and control of the business and officers of the corporation. The chief executive officer shall preside at all meetings of the stockholders and, in the absence or nonexistence of a chairman of the board, at all meetings of the Board of Directors. The chief executive officer shall have the general powers and duties of management usually vested in the office of chief executive officer of a corporation and shall have such other powers and duties as may be prescribed by the Board of Directors or these bylaws.

     5.9 Vice Presidents

     In the absence or disability of the chief executive officer and president, the vice presidents, if any, in order of their rank as fixed by the Board of Directors or, if not ranked, a vice president designated by the Board of Directors, shall perform all the duties of the president and when so acting shall have all the powers of, and be subject to all the restrictions upon, the president. The vice presidents shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively by the Board of Directors, these bylaws, the president or the chairman of the board.

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     5.10 Secretary

     The secretary shall keep or cause to be kept, at the principal executive office of the corporation or at such other place as the Board of Directors may direct, a book of minutes of all meetings and actions of directors, committees of directors, and stockholders. The minutes shall show the time and place of each meeting, the names of those present at directors’ meetings or committee meetings, the number of shares present or represented at stockholders’ meetings, and the proceedings thereof.

     The secretary shall keep, or cause to be kept, at the principal executive office of the corporation or at the office of the corporation’s transfer agent or registrar, as determined by resolution of the Board of Directors, a share register, or a duplicate share register, showing the names of all stockholders and their addresses, the number and classes of shares held by each, the number and date of certificates evidencing such shares, and the number and date of cancellation of every certificate surrendered for cancellation.

     The secretary shall give, or cause to be given, notice of all meetings of the stockholders and of the Board of Directors required to be given by law or by these bylaws. The secretary shall keep the seal of the corporation, if one be adopted, in safe custody and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or by these bylaws.

     5.11 Assistant Secretary

     The assistant secretary, or if there be more than one, the Assistant Secretaries in the order determined by the Board of Directors, or if there be no such determination, the Assistant Secretary designated by the Board of Directors, shall, in the absence or disability of the Secretary, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

     5.12 Treasurer/Chief Financial Officer

     The chief financial officer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital retained earnings, and shares. The books of account shall at all reasonable times be open to inspection by any director.

     The chief financial officer shall deposit all moneys and other valuables in the name and to the credit of the corporation with such depositories as may be designated by the Board of Directors. The chief financial officer shall disburse the funds of the corporation as may be ordered by the Board of Directors, shall render to the president and directors, whenever they request it, an account of all his or her transactions as chief financial officer and of the financial condition of the corporation, and shall have other powers and perform such other duties as may be prescribed by the Board of Directors or by the bylaws.

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     5.13 Representation of Shares of Other Corporations

     The chairman of the board, the chief executive officer, the president, any vice president, the chief financial officer, the treasurer, the secretary or any assistant secretary of this corporation, or any other person authorized by the Board of Directors, is authorized to vote, represent, and exercise on behalf of this corporation all rights incident to any and all shares of any other corporation or corporations standing in the name of this corporation. The authority granted herein may be exercised either by such person directly or by any other person authorized to do so by proxy or power of attorney duly executed by such person having the authority.

     5.14 Authority and Duties of Officers

     In addition to the foregoing authority and duties, all officers of the corporation shall respectively have such authority and perform such duties in the management of the business of the corporation as may be designated from time to time by the Board of Directors or the stockholders.

ARTICLE VI.

INDEMNIFICATION OF DIRECTORS, OFFICERS,

EMPLOYEES AND OTHER AGENTS

     6.1 Indemnification of Directors and Officers

     The corporation shall, to the maximum extent and in the manner permitted by the General Corporation Law of Delaware, indemnify each of its directors and officers against expenses (including attorneys’ fees), judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with any proceeding, arising by reason of the fact that such person is or was an agent of the corporation. For purposes of this Section 6.1, a “director” or “officer” of the corporation includes any person (i) who is or was a director or officer of the corporation, (ii) who is or was serving at the request of the corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, or (iii) who was a director or officer of a corporation which was a predecessor corporation of the corporation or of another enterprise at the request of such predecessor corporation.

     6.2 Indemnification of Others

     The corporation shall have the power, to the extent and in the manner permitted by the General Corporation Law of Delaware, to indemnify each of its employees and agents (other than directors and officers) against expenses (including attorneys’ fees), judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with any proceeding, arising by reason of the fact that such person is or was an agent of the corporation. For purposes of this Section 6.2, an “employee” or “agent” of the corporation (other than a director or officer) includes any person (i) who is or was an employee or agent of the corporation, (ii) who is or was serving at the request of the corporation as an employee or agent of another corporation, partnership, joint venture, trust or other enterprise, or (iii) who was an employee or agent of a corporation which was a predecessor corporation of the corporation or of another enterprise at the request of such predecessor corporation.

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     6.3 Payment of Expenses in Advance

     Expenses incurred in defending any action or proceeding for which indemnification is required pursuant to Section 6.1 or for which indemnification is permitted pursuant to Section 6.2 following authorization thereof by the Board of Directors shall be paid by the corporation in advance of the final disposition of such action or proceeding upon receipt of an undertaking by or on behalf of the indemnified party to repay such amount if it shall ultimately be determined that the indemnified party is not entitled to be indemnified as authorized in this Article 6.

     6.4 Indemnity Not Exclusive

     The indemnification provided by this Article 6 shall not be deemed exclusive of any other rights which those seeking indemnification may be entitled under any bylaw, agreement, vote of shareholders or disinterested directors or otherwise, both as to action in an official capacity and as to action in another capacity while holding such office, to the extent that additional rights to indemnification are authorized in the certificate of incorporation.

     6.5 Insurance

     The corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the corporation would have the power to indemnify him against such liability under the provisions of the General Corporation Law of Delaware.

     6.6 Conflicts

     No indemnification or advance shall be made under this Article 6, except where such indemnification or advance is mandated by law or the order, judgment or decree of any court of competent jurisdiction, in any circumstance where it appears:

     (i) That it would be inconsistent with a provision of the certificate of incorporation, these bylaws, a resolution of the stockholders or an agreement in effect at the time of the accrual of the alleged cause of the action asserted in the proceeding in which the expenses were incurred or other amounts were paid, which prohibits or otherwise limited indemnification; or

     (ii) That it would be inconsistent with any condition expressly imposed by a court in approving a settlement.

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ARTICLE VII.

RECORDS AND REPORTS

     7.1 Maintenance and Inspection of Records

     The corporation shall, either at its principal executive office or at such place or places as designated by the Board of Directors, keep a record of its shareholders listing their names and addresses and the number and class of shares held by each shareholder, a copy of these bylaws as amended to date, accounting books, and other records.

     Any stockholder of record, in person or by attorney or other agent, shall, upon written demand under oath stating the purpose thereof, have the right during the usual hours for business to inspect for any proper purpose the corporation’s stock ledger, a list of its stockholders, and its other books and records and to make copies or extracts therefrom. A proper purpose shall mean a purpose reasonably related to such person’s interest as a stockholder. In every instance where an attorney or other agent is the person who seeks the right to inspection, the demand under oath shall be accompanied by a power of attorney or such other writing that authorizes the attorney or other agent to so act on behalf of the stockholder. The demand under oath shall be directed to the corporation at its registered office in Delaware or at its principal place of business.

     7.2 Inspection by Directors

     Any director shall have the right to examine the corporation’s stock ledger, a list of its stockholders, and its other books and records for a purpose reasonably related to his position as a director. The Court of Chancery is hereby vested with the exclusive jurisdiction to determine whether a director is entitled to the inspection sought. The Court may summarily order the corporation to permit the director to inspect any and all books and records, the stock ledger, and the stock list and to make copies or extracts therefrom. The Court may, in its discretion, prescribe any limitations or conditions with reference to the inspection, or award such other and further relief as the Court may deem just and proper.

     7.3 Annual Statement to Stockholders

     The Board of Directors shall present at each annual meeting, and at any special meeting of the stockholders when called for by the vote of the stockholders, a full and clear statement of the business and condition of the corporation.

ARTICLE VIII.

GENERAL MATTERS

     8.1 Checks

     From time to time, the Board of Directors shall determine by resolution which person or persons may sign or endorse all checks, drafts, other orders for payment of money,

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notes or other evidences of indebtedness that are issued in the name of or payable to the corporation, and only the persons so authorized shall sign or endorse those instruments.

     8.2 Execution of Corporate Contracts and Instruments

     The Board of Directors, except as otherwise provided in these bylaws, may authorize any officer or officers, or agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the corporation; such authority may be general or confined to specific instances. Unless so authorized or ratified by the Board of Directors or within the agency power of an officer, no officer, agent or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or for any amount.

     8.3 Stock Certificates; Partly Paid Shares

     The shares of a corporation shall be represented by certificates, provided that the Board of Directors of the corporation may provide by resolution or resolutions that some or all of any or all classes or series of its stock shall be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the corporation. Notwithstanding the adoption of such a resolution by the Board of Directors, every holder of stock represented by certificates and upon request every holder of uncertificated shares shall be entitled to have a certificate signed by, or in the name of the corporation by the chairman or vice-chairman of the Board of Directors, or the chief executive officer or the president or vice-president, and by the chief financial officer, treasurer or an assistant treasurer, or the secretary or an assistant secretary of such corporation representing the number of shares registered in certificate form. Any or all of the signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate has ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue.

     The corporation may issue the whole or any part of its shares as partly paid and subject to call for the remainder of the consideration to be paid therefor. Upon the face or back of each stock certificate issued to represent any such partly paid shares, upon the books and records of the corporation in the case of uncertificated partly paid shares, the total amount of the consideration to be paid therefor and the amount paid thereon shall be stated. Upon the declaration of any dividend on fully paid shares, the corporation shall declare a dividend upon partly paid shares of the same class, but only upon the basis of the percentage of the consideration actually paid thereon.

     8.4 Special Designation on Certificates

     If the corporation is authorized to issue more than one class of stock or more than one series of any class, then the powers, the designations, the preferences, and the relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate that the corporation shall issue to represent

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such class or series of stock; provided, however, that, except as otherwise provided in Section 202 of the General Corporation Law of Delaware, in lieu of the foregoing requirements there may be set forth on the face or back of the certificate that the corporation shall issue to represent such class or series of stock a statement that the corporation will furnish without charge to each stockholder who so requests the powers, the designations, the preferences, and the relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.

     8.5 Lost Certificates

     Except as provided in this Section 8.5, no new certificates for shares shall be issued to replace a previously issued certificate unless the latter is surrendered to the corporation and canceled at the same time. The corporation may issue a new certificate of stock or uncertificated shares in the place of any certificate theretofore issued by it, alleged to have been lost, stolen or destroyed, and the corporation may require the owner of the lost, stolen or destroyed certificate, or his legal representative, to give the corporation a bond sufficient to indemnify it against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate or uncertificated shares.

     8.6 Construction; Definitions

     Unless the context requires otherwise, the general provisions, rules of construction, and definitions in the Delaware General Corporation Law shall govern the construction of these bylaws. Without limiting the generality of this provision, the singular number includes the plural, the plural number includes the singular, and the term “person” includes both a corporation and a natural person.

     8.7 Dividends

     The directors of the corporation, subject to any restrictions contained in the certificate of incorporation, may declare and pay dividends upon the shares of its capital stock pursuant to the General Corporation Law of Delaware. Dividends may be paid in cash, in property, or in shares of the corporation’s capital stock.

     The directors of the corporation may set apart out of any of the funds of the corporation available for dividends a reserve or reserves for any proper purpose and may abolish any such reserve. Such purposes shall include but not be limited to equalizing dividends, repairing or maintaining any property of the corporation, and meeting contingencies.

     8.8 Fiscal Year

     The fiscal year of the corporation shall be fixed by resolution of the Board of Directors and may be changed by the Board of Directors.

     8.9 Seal

     The Board of Directors may adopt a corporate seal. The corporate seal shall consist of a die bearing the name of the corporation and the inscription, “Corporate

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Seal-Delaware.” Said seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

     8.10 Transfer of Stock

     Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate, and record the transaction in its books.

     8.11 Stock Transfer Agreements

     The corporation shall have power to enter into and perform any agreement with any number of shareholders of any one or more classes of stock of the corporation to restrict the transfer of shares of stock of the corporation of any one or more classes owned by such stockholders in any manner not prohibited by the General Corporation Law of Delaware.

     8.12 Registered Stockholders

     The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends and to vote as such owner, shall be entitled to hold liable for calls and assessments the person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of another person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.

ARTICLE IX.

AMENDMENTS

     The bylaws of the corporation may be adopted, amended or repealed by the stockholders entitled to vote; provided, however, that the corporation may, in its certificate of incorporation, confer the power to adopt, amend or repeal bylaws upon the directors. The fact that such power has been so conferred upon the directors shall not divest the stockholders of the power, nor limit their power to adopt, amend or repeal bylaws.

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CERTIFICATE OF SECRETARY

     I, the undersigned, do hereby certify:

     (1) That I am a duly elected and acting Assistant Secretary of Avago Technologies Wireless (U.S.A.) Inc., a Delaware corporation; and

     (2) That the foregoing bylaws constitute the bylaws of said corporation as duly adopted by the written consent of the Board of Directors of said corporation as of September 22, 2005.

     IN WITNESS WHEREOF, I have hereunto subscribed my name this 28^th day of September, 2005.

/s/ Tony Ling

Tony Ling

Assistant Secretary

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EX-3.38

Exhibit-3.38

CERTIFICATE OF INCORPORATION

OF

AVAGO TECHNOLOGIES WIRELESS (U.S.A.) MANUFACTURING INC.

ARTICLE I

     The name of the corporation is Avago Technologies Wireless (U.S.A.) Manufacturing Inc. (the “Corporation”).

ARTICLE II

     The address of this Corporation’s registered office in the State of Delaware is 2711 Centerville Road, in the City of Wilmington, County of Newcastle. The name of its registered agent at such address is Corporation Service Company.

ARTICLE III

     The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

ARTICLE IV

     The total number of shares of all classes of stock that the corporation shall have authority to issue is One Thousand (1,000), all of which shall be designated common stock with a par value of $0.001 per share.

ARTICLE V

     The name and mailing address of the incorporator is:

Linda T. Kingsbury
Latham & Watkins LLP
505 Montgomery Street, Suite 2000
San Francisco, CA 94111-2562

ARTICLE VI

     In furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized to adopt, amend or repeal the bylaws of the Corporation.

ARTICLE VII

     Election of directors need not be by written ballot unless the Bylaws of the Corporation shall so provide.

ARTICLE VIII

     No director of this Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the General Corporation Law of the State of Delaware or (iv) for any transaction from which the director derived an improper personal benefit.

[Remainder of Page Intentionally Left Blank; Signature Page Follows]

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     I, THE UNDERSIGNED, being the sole incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, do make this certificate, herein declaring and certifying that this is my act and deed and the facts herein stated are true, and accordingly have hereunto set my hand this 22nd day of September, 2005.

/s/ Linda T. Kingsbury

Linda T. Kingsbury

Incorporator

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EX-3.39

Exhibit-3.39

BYLAWS

OF

AVAGO TECHNOLOGIES WIRELESS (U.S.A.) MANUFACTURING INC.

TABLE OF CONTENTS

		Page
ARTICLE I.	CORPORATE OFFICES		1
1.1	Registered Office		1
1.2	Other Offices		1
ARTICLE II.	MEETINGS OF STOCKHOLDERS		1
2.1	Place of Meetings		1
2.2	Annual Meeting		1
2.3	Special Meeting		1
2.4	Notice of Stockholders' Meetings		2
2.5	Manner of Giving Notice; Affidavit of Notice		2
2.6	Quorum		2
2.7	Adjourned Meeting; Notice		2
2.8	Conduct of Business		2
2.9	Voting		3
2.10	Waiver of Notice		3
2.11	Stockholder Action by Written Consent Without a Meeting		3
2.12	Record Date for Stockholder Notice; Voting; Giving Consents		3
2.13	Proxies		4
ARTICLE III.	DIRECTORS		4
3.1	Powers		4
3.2	Number of Directors		5
3.3	Qualification, Election and Term of Office of Directors		5
3.4	Place of Meetings; Meetings by Telephone		5
3.5	Regular Meetings		5
3.6	Special Meetings; Notice		6
3.7	Quorum		6
3.8	Waiver of Notice		6
3.9	Board Action by Written Consent Without a Meeting		7
3.10	Fees and Compensation of Directors		7
3.11	Approval of Loans to Officers		7
3.12	Removal of Directors		7
ARTICLE IV.	COMMITTEES		7

		Page
4.1	Committees of Directors		7
4.2	Committee Minutes		8
4.3	Meetings and Action of Committees		8
ARTICLE V.	OFFICERS		9
5.1	Officers		9
5.2	Appointment of Officers		9
5.3	Subordinate Officers		9
5.4	Removal and Resignation of Officers		9
5.5	Vacancies in Offices		10
5.6	Chairman of the Board		10
5.7	President		10
5.8	Chief Executive Officer		10
5.9	Vice Presidents		10
5.10	Secretary		11
5.11	Assistant Secretary		11
5.12	Treasurer/Chief Financial Officer		11
5.13	Representation of Shares of Other Corporations		12
5.14	Authority and Duties of Officers		12
ARTICLE VI.	INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND OTHER AGENTS		12
6.1	Indemnification of Directors and Officers		12
6.2	Indemnification of Others		12
6.3	Payment of Expenses in Advance		13
6.4	Indemnity Not Exclusive		13
6.5	Insurance		13
6.6	Conflicts		13
ARTICLE VII.	RECORDS AND REPORTS		14
7.1	Maintenance and Inspection of Records		14
7.2	Inspection by Directors		14
7.3	Annual Statement to Stockholders		14
ARTICLE VIII.	GENERAL MATTERS		14
8.1	Checks		14

ii

		Page
8.2	Execution of Corporate Contracts and Instruments		15
8.3	Stock Certificates; Partly Paid Shares		15
8.4	Special Designation on Certificates		15
8.5	Lost Certificates		16
8.6	Construction; Definitions		16
8.7	Dividends		16
8.8	Fiscal Year		16
8.9	Seal		16
8.10	Transfer of Stock		17
8.11	Stock Transfer Agreements		17
8.12	Registered Stockholders		17
ARTICLE IX.	AMENDMENTS		17

iii

BYLAWS

OF

AVAGO TECHNOLOGIES WIRELESS (U.S.A.) MANUFACTURING INC.

ARTICLE I.
CORPORATE OFFICES

     1.1 Registered Office

     The registered office of the corporation shall be in the City of Wilmington, County of Newcastle. The name of its registered agent at such address is Corporation Service Company.

     1.2 Other Offices

     The corporation shall also have and maintain an office or principal place of business at such place as may be fixed by the Board of Directors, and may also have offices at such other places, both within and without the State of Delaware, as the Board of Directors may from time to time determine or the business of the corporation may require.

ARTICLE II.
MEETINGS OF STOCKHOLDERS

     2.1 Place of Meetings

     Meetings of stockholders shall be held at any place, within or outside the State of Delaware, as shall be designated by the Board of Directors. Meetings of stockholders may also be held by means of remote communication as provided under the Delaware General Corporation Law.

     2.2 Annual Meeting

     The annual meeting of stockholders shall be held each year on a date and at a time designated by the Board of Directors. At the meeting, directors shall be elected and any other proper business may be transacted.

     2.3 Special Meeting

     A special meeting of the stockholders may be called at any time by a majority of the Board of Directors, or by the chairman of the board, or by the chief executive officer or the president of the corporation.

     2.4 Notice of Stockholders’ Meetings

     All notices of meetings with stockholders shall be in writing and shall be sent or otherwise given in accordance with Section 2.5 of these bylaws not less than ten (10) nor more than sixty (60) days before the date of the meeting to each stockholder entitled to vote at such meeting. The notice shall be given in writing or by electronic transmission and shall specify the place, date, and hour of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called.

     2.5 Manner of Giving Notice; Affidavit of Notice

     Written notice of any meeting of stockholders, if mailed, is given when deposited in the United States mail, postage prepaid, directed to the stockholder at his address as it appears on the records of the corporation. An affidavit of the secretary or an assistant secretary or of the transfer agent of the corporation that the notice has been given shall, in the absence of fraud, be prima facie evidence of the facts stated therein.

     2.6 Quorum

     The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the certificate of incorporation. If, however, such quorum is not present or represented at any meeting of the stockholders, then either (a) the chairman of the meeting or (b) the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present or represented. At such adjourned meeting at which a quorum is present or represented, any business may be transacted that might have been transacted at the meeting as originally noticed.

     2.7 Adjourned Meeting; Notice

     When a meeting is adjourned to another time or place, unless these bylaws otherwise require, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting the corporation may transact any business that might have been transacted at the original meeting. If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

     2.8 Conduct of Business

     The chairman of any meeting of stockholders shall determine the order of business and the procedure at the meeting, including such regulation of the manner of voting and the conduct of business.

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     2.9 Voting

     The stockholders entitled to vote at any meeting of stockholders shall be determined in accordance with the provisions of Section 2.12 of these bylaws, subject to the provisions of Sections 217 and 218 of the General Corporation Law of Delaware (relating to voting rights of fiduciaries, pledgors and joint owners of stock and to voting trusts and other voting agreements).

     Except as provided in the certificate of incorporation, each stockholder shall be entitled to one vote for each share of capital stock held by such stockholder.

     2.10 Waiver of Notice

     Whenever notice is required to be given under any provision of the General Corporation Law of Delaware or of the certificate of incorporation or these bylaws, a written waiver thereof, signed by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders need be specified in any written waiver of notice unless so required by the certificate of incorporation or these bylaws.

     2.11 Stockholder Action by Written Consent Without a Meeting

     Unless otherwise provided in the certificate of incorporation, any action required to be taken at any annual or special meeting of stockholders of the corporation, or any action that may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice, and without a vote if a consent in writing, setting forth the action so taken, is signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.

     Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing. If the action which is consented to is such as would have required the filing of a certificate under any section of the General Corporation Law of Delaware if such action had been voted on by stockholders at a meeting thereof, then the certificate filed under such section shall state, in lieu of any statement required by such section concerning any vote of stockholders, that written notice and written consent have been given as provided in Section 228 of the General Corporation Law of Delaware.

     2.12 Record Date for Stockholder Notice; Voting; Giving Consents

     In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or entitled to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in

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respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other action.

     If the Board of Directors does not so fix a record date:

     (i) The record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held.

     (ii) The record date for determining stockholders entitled to express consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is necessary, shall be the day on which the first written consent is expressed.

     (iii) The record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

     A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

     2.13 Proxies

     Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for him by a written proxy, signed by the stockholder and filed with the secretary of the corporation, but no such proxy shall be voted or acted upon after three (3) years from its date, unless the proxy provides for a longer period. A proxy shall be deemed signed if the stockholder’s name is placed on the proxy (whether by manual signature, typewriting, telegraphic transmission or otherwise) by the stockholder or the stockholder’s attorney-in-fact. The revocability of a proxy that states on its face that it is irrevocable shall be governed by the provisions of Section 212(c) of the General Corporation Law of Delaware.

ARTICLE III.
DIRECTORS

     3.1 Powers

     Subject to the provisions of the General Corporation Law of Delaware and any limitations in the certificate of incorporation or these bylaws relating to action required to be approved by the stockholders or by the outstanding shares, the business and affairs of the corporation shall be managed and all corporate powers shall be exercised by or under the direction of the Board of Directors.

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     3.2 Number of Directors

     The exact number of directors that shall comprise the corporation’s Board of Directors shall be determined from time to time by resolution adopted by the Board of Directors. Until otherwise determined by such resolution, the Board shall initially consist of three (3) directors.

     No reduction of the authorized number of directors shall have the effect of removing any director before that director’s term of office expires.

     3.3 Qualification, Election and Term of Office of Directors

     The directors need not be stockholders. The directors shall be elected at the annual meeting of the stockholders, except as provided in Section 2 of this Article, and each director elected shall hold office until his successor is elected and qualified or until his or her death, resignation or removal. Elections of directors need not be by written ballot.

     Subject to the rights of the holders of any series of Preferred Stock then outstanding, newly created directorships resulting from any increase in the authorized number of directors or any vacancies in the Board of Directors resulting from death, resignation, retirement, disqualification, removal from office or other cause may be filled only by a majority vote of the directors then in office even though less than a quorum, or by a sole remaining director. No decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent director.

     There shall be no right with respect to shares of stock of the corporation to cumulate votes in the election of directors.

     3.4 Place of Meetings; Meetings by Telephone

     The Board of Directors of the corporation may hold meetings, both regular and special, either within or outside the State of Delaware.

     Unless otherwise restricted by the certificate of incorporation or these bylaws, members of the Board of Directors, or any committee designated by the Board of Directors, may participate in a meeting of the Board of Directors, or any committee, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.

     3.5 Regular Meetings

     Regular meetings of the Board of Directors may be held without notice at such time and at such place as shall from time to time be determined by the board.

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     3.6 Special Meetings; Notice

     Special meetings of the board for any purpose or purposes may be called at any time by the chairman of the board, the president, the secretary or any one (1) director.

     Notice of the time and place of special meetings shall be delivered personally or by telephone, telegram, facsimile or electronic mail, or similar electronic transmission, to each director or sent by first-class mail, telegram, facsimile or electronic mail, or similar electronic transmission, charges prepaid, addressed to each director at that director’s address as it is shown on the records of the corporation. If the notice is mailed, it shall be deposited in the United States mail at least four (4) days before the time of the holding of the meeting. If the notice is delivered personally or by telephone, telegram, facsimile or electronic mail, or similar electronic transmission, it shall be at least forty-eight (48) hours before the time of the holding of the meeting. Any oral notice given personally or by telephone may be communicated either to the director or to a person at the office of the director who the person giving the notice has reason to believe will promptly communicate it to the director. The notice need not specify the purpose or the place of the meeting, if the meeting is to be held at the principal executive office of the corporation.

     3.7 Quorum

     At all meetings of the Board of Directors, a majority of the authorized number of directors shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically provided by statute or by the certificate of incorporation. If a quorum is not present at any meeting of the Board of Directors, then the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present.

     A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of directors, if any action taken is approved by at least a majority of the required quorum for that meeting.

     3.8 Waiver of Notice

     Whenever notice is required to be given under any provision of the General Corporation Law of Delaware or of the certificate of incorporation or these bylaws, a written waiver thereof, signed by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the directors, or members of a committee of directors, need be specified in any written waiver of notice unless so required by the certificate of incorporation or these bylaws.

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     3.9 Board Action by Written Consent Without a Meeting

     Unless otherwise restricted by the certificate of incorporation or these bylaws, any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting if all members of the board or committee, as the case may be, consent thereto in writing or electronic transmission and the writing or writings, or electronic transmission or transmissions, are filed with the minutes of proceedings of the board or committee. Written consents representing actions taken by the board or committee may be executed by telecopy or other facsimile transmission, and such facsimile shall be valid and binding to the same extent as if it were an original.

     3.10 Fees and Compensation of Directors

     Unless otherwise restricted by the certificate of incorporation or these bylaws, the Board of Directors shall have the authority to fix the compensation of directors. No such compensation shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor.

     3.11 Approval of Loans to Officers

     The corporation may lend money to, or guarantee any obligation of, or otherwise assist any officer or other employee of the corporation or of its subsidiary, including any officer or employee who is a director of the corporation or its subsidiary, whenever, in the judgment of the directors, such loan, guaranty or assistance may reasonably be expected to benefit the corporation. The loan, guaranty or other assistance may be with or without interest and may be unsecured, or secured in such manner as the Board of Directors shall approve, including, without limitation, a pledge of shares of stock of the corporation. Nothing in this section contained shall be deemed to deny, limit or restrict the powers of guaranty or warranty of the corporation at common law or under any statute.

     3.12 Removal of Directors

     The holders of a majority of the shares then entitled to vote at any meeting of stockholders may remove, with or without cause, a director or directors from the Board of Directors of the corporation.

     No reduction in the authorized number of directors shall have the effect of removing any director prior to the expiration of such director’s term of office.

ARTICLE IV.
COMMITTEES

     4.1 Committees of Directors

     The Board of Directors may, by resolution passed by a majority of the whole board, designate one or more committees, with each committee to consist of one or more of the directors of the corporation. The board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting

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of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board of Directors or in the bylaws of the corporation, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers that may require it; but no such committee shall have the power or authority to (i) amend the certificate of incorporation (except that a committee may, to the extent authorized in the resolution or resolutions providing for the issuance of shares of stock adopted by the Board of Directors as provided in Section 151(a) of the General Corporation Law of Delaware, fix the designations and any of the preferences or rights of such shares relating to dividends, redemption, dissolution, any distribution of assets of the corporation or the conversion into, or the exchange of such shares for, shares of any other class or classes or any other series of the same or any other class or classes of stock of the corporation), (ii) adopt an agreement of merger or consolidation under Sections 251 or 252 of the General Corporation Law of Delaware, (iii) recommend to the stockholders the sale, lease or exchange of all or substantially all of the corporation’s property and assets, (iv) recommend to the stockholders a dissolution of the corporation or a revocation of a dissolution, or (v) amend the bylaws of the corporation; and, unless the board resolution establishing the committee, the bylaws or the certificate of incorporation expressly so provide, no such committee shall have the power or authority to declare a dividend, to authorize the issuance of stock, or to adopt a certificate of ownership and merger pursuant to Section 253 of the General Corporation Law of Delaware.

     4.2 Committee Minutes

     Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors when required.

     4.3 Meetings and Action of Committees

     Meetings and actions of committees shall be governed by, and held and taken in accordance with, the provisions of Article III of these bylaws, Section 3.4 (place of meetings and meetings by telephone), Section 3.5 (regular meetings), Section 3.6 (special meetings and notice), Section 3.7 (quorum), Section 3.8 (waiver of notice) and Section 3.9 (action without a meeting), with such changes in the context of those bylaws as are necessary to substitute the committee and its members for the Board of Directors and its members; provided, however, that the time of regular meetings of committees may also be called by resolution of the Board of Directors and that notice of special meetings of committees shall also be given to all alternate members, who shall have the right to attend all meetings of the committee. The Board of Directors may adopt rules for the government of any committee not inconsistent with the provisions of these bylaws.

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ARTICLE V.
OFFICERS

     5.1 Officers

     The officers of this corporation shall be chosen by the Board of Directors and shall include a Chairman of the Board of Directors or a President, or both, Vice President and a Secretary. The corporation may also have at the discretion of the Board of Directors such other officers as are desired, including a Vice Chairman of the Board of Directors, a Chief Executive Officer, a Treasurer and/or Chief Financial Officer, one or more Vice Presidents, one or more Assistant Treasurers and/or Chief Financial Officers, one or more Assistant Secretaries, and such other officers as may be appointed in accordance with the provisions of Section 5.2. In the event there are two or more Vice Presidents, then one or more may be designated as Executive Vice President, Senior Vice President, or other similar or dissimilar title. At the time of the election of officers, the directors may by resolution determine the order of their rank. Any number of offices may be held by the same person, unless the Certificate of Incorporation or these Bylaws otherwise provide.

     5.2 Appointment of Officers

     The officers of the corporation, except such officers as may be appointed in accordance with the provisions of Sections 5.3 or 5.5 of these bylaws, shall be chosen by the Board of Directors, subject to the rights, if any, of an officer under any contract of employment.

     5.3 Subordinate Officers

     The Board of Directors may appoint, or empower the chief executive officer or the president to appoint, such other officers and agents as the business of the corporation may require, each of whom shall hold office for such period, have such authority, and perform such duties as are provided in these bylaws or as the Board of Directors may from time to time determine.

     5.4 Removal and Resignation of Officers

     Subject to the rights, if any, of an officer under any contract of employment, any officer may be removed, either with or without cause, by an affirmative vote of the majority of the Board of Directors at any regular or special meeting of the board or, except in the case of an officer chosen by the Board of Directors, by any officer upon whom such power of removal may be conferred by the Board of Directors.

     Any officer may resign at any time by giving written notice to the corporation. Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the corporation under any contract to which the officer is a party.

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     5.5 Vacancies in Offices

     Any vacancy occurring in any office of the corporation shall be filled by the Board of Directors.

     5.6 Chairman of the Board

     The chairman of the board, if such an officer be elected, shall, if present, preside at meetings of the Board of Directors and exercise and perform such other powers and duties as may from time to time be assigned to him by the Board of Directors or as may be prescribed by these bylaws. If there is no president, then the chairman of the board shall also be the chief executive officer of the corporation and shall have the powers and duties prescribed in Section 5.7 of these bylaws.

     5.7 President

     Subject to such supervisory powers, if any, as may be given by the Board of Directors to the chairman of the board or the chief executive officer, the president of the corporation shall have general supervision, direction and control of the business and officers of the corporation. The president shall have the general powers and duties of management usually vested in the office of president of a corporation and shall have such other powers and duties as may be prescribed by the Board of Directors or these bylaws.

     5.8 Chief Executive Officer

     Subject to such supervisory powers, if any, as may be given by the Board of Directors to the chairman of the board, the chief executive officer of the corporation shall, subject to the control of the Board of Directors, have general supervision, direction and control of the business and officers of the corporation. The chief executive officer shall preside at all meetings of the stockholders and, in the absence or nonexistence of a chairman of the board, at all meetings of the Board of Directors. The chief executive officer shall have the general powers and duties of management usually vested in the office of chief executive officer of a corporation and shall have such other powers and duties as may be prescribed by the Board of Directors or these bylaws.

     5.9 Vice Presidents

     In the absence or disability of the chief executive officer and president, the vice presidents, if any, in order of their rank as fixed by the Board of Directors or, if not ranked, a vice president designated by the Board of Directors, shall perform all the duties of the president and when so acting shall have all the powers of, and be subject to all the restrictions upon, the president. The vice presidents shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively by the Board of Directors, these bylaws, the president or the chairman of the board.

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     5.10 Secretary

     The secretary shall keep or cause to be kept, at the principal executive office of the corporation or at such other place as the Board of Directors may direct, a book of minutes of all meetings and actions of directors, committees of directors, and stockholders. The minutes shall show the time and place of each meeting, the names of those present at directors’ meetings or committee meetings, the number of shares present or represented at stockholders’ meetings, and the proceedings thereof.

     The secretary shall keep, or cause to be kept, at the principal executive office of the corporation or at the office of the corporation’s transfer agent or registrar, as determined by resolution of the Board of Directors, a share register, or a duplicate share register, showing the names of all stockholders and their addresses, the number and classes of shares held by each, the number and date of certificates evidencing such shares, and the number and date of cancellation of every certificate surrendered for cancellation.

     The secretary shall give, or cause to be given, notice of all meetings of the stockholders and of the Board of Directors required to be given by law or by these bylaws. The secretary shall keep the seal of the corporation, if one be adopted, in safe custody and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or by these bylaws.

     5.11 Assistant Secretary

     The assistant secretary, or if there be more than one, the Assistant Secretaries in the order determined by the Board of Directors, or if there be no such determination, the Assistant Secretary designated by the Board of Directors, shall, in the absence or disability of the Secretary, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

     5.12 Treasurer/Chief Financial Officer

     The chief financial officer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital retained earnings, and shares. The books of account shall at all reasonable times be open to inspection by any director.

     The chief financial officer shall deposit all moneys and other valuables in the name and to the credit of the corporation with such depositories as may be designated by the Board of Directors. The chief financial officer shall disburse the funds of the corporation as may be ordered by the Board of Directors, shall render to the president and directors, whenever they request it, an account of all his or her transactions as chief financial officer and of the financial condition of the corporation, and shall have other powers and perform such other duties as may be prescribed by the Board of Directors or by the bylaws.

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     5.13 Representation of Shares of Other Corporations

     The chairman of the board, the chief executive officer, the president, any vice president, the chief financial officer, the treasurer, the secretary or any assistant secretary of this corporation, or any other person authorized by the Board of Directors, is authorized to vote, represent, and exercise on behalf of this corporation all rights incident to any and all shares of any other corporation or corporations standing in the name of this corporation. The authority granted herein may be exercised either by such person directly or by any other person authorized to do so by proxy or power of attorney duly executed by such person having the authority.

     5.14 Authority and Duties of Officers

     In addition to the foregoing authority and duties, all officers of the corporation shall respectively have such authority and perform such duties in the management of the business of the corporation as may be designated from time to time by the Board of Directors or the stockholders.

ARTICLE VI.
INDEMNIFICATION OF DIRECTORS, OFFICERS,
EMPLOYEES AND OTHER AGENTS

     6.1 Indemnification of Directors and Officers

     The corporation shall, to the maximum extent and in the manner permitted by the General Corporation Law of Delaware, indemnify each of its directors and officers against expenses (including attorneys’ fees), judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with any proceeding, arising by reason of the fact that such person is or was an agent of the corporation. For purposes of this Section 6.1, a “director” or “officer” of the corporation includes any person (i) who is or was a director or officer of the corporation, (ii) who is or was serving at the request of the corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, or (iii) who was a director or officer of a corporation which was a predecessor corporation of the corporation or of another enterprise at the request of such predecessor corporation.

     6.2 Indemnification of Others

     The corporation shall have the power, to the extent and in the manner permitted by the General Corporation Law of Delaware, to indemnify each of its employees and agents (other than directors and officers) against expenses (including attorneys’ fees), judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with any proceeding, arising by reason of the fact that such person is or was an agent of the corporation. For purposes of this Section 6.2, an “employee” or “agent” of the corporation (other than a director or officer) includes any person (i) who is or was an employee or agent of the corporation, (ii) who is or was serving at the request of the corporation as an employee or agent of another corporation, partnership, joint venture, trust or other enterprise, or (iii) who was an employee or agent of a corporation which was a predecessor corporation of the corporation or of another enterprise at the request of such predecessor corporation.

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     6.3 Payment of Expenses in Advance

     Expenses incurred in defending any action or proceeding for which indemnification is required pursuant to Section 6.1 or for which indemnification is permitted pursuant to Section 6.2 following authorization thereof by the Board of Directors shall be paid by the corporation in advance of the final disposition of such action or proceeding upon receipt of an undertaking by or on behalf of the indemnified party to repay such amount if it shall ultimately be determined that the indemnified party is not entitled to be indemnified as authorized in this Article 6.

     6.4 Indemnity Not Exclusive

     The indemnification provided by this Article 6 shall not be deemed exclusive of any other rights which those seeking indemnification may be entitled under any bylaw, agreement, vote of shareholders or disinterested directors or otherwise, both as to action in an official capacity and as to action in another capacity while holding such office, to the extent that additional rights to indemnification are authorized in the certificate of incorporation.

     6.5 Insurance

     The corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the corporation would have the power to indemnify him against such liability under the provisions of the General Corporation Law of Delaware.

     6.6 Conflicts

     No indemnification or advance shall be made under this Article 6, except where such indemnification or advance is mandated by law or the order, judgment or decree of any court of competent jurisdiction, in any circumstance where it appears:

     (i) That it would be inconsistent with a provision of the certificate of incorporation, these bylaws, a resolution of the stockholders or an agreement in effect at the time of the accrual of the alleged cause of the action asserted in the proceeding in which the expenses were incurred or other amounts were paid, which prohibits or otherwise limited indemnification; or

     (ii) That it would be inconsistent with any condition expressly imposed by a court in approving a settlement.

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ARTICLE VII.
RECORDS AND REPORTS

     7.1 Maintenance and Inspection of Records

     The corporation shall, either at its principal executive office or at such place or places as designated by the Board of Directors, keep a record of its shareholders listing their names and addresses and the number and class of shares held by each shareholder, a copy of these bylaws as amended to date, accounting books, and other records.

     Any stockholder of record, in person or by attorney or other agent, shall, upon written demand under oath stating the purpose thereof, have the right during the usual hours for business to inspect for any proper purpose the corporation’s stock ledger, a list of its stockholders, and its other books and records and to make copies or extracts therefrom. A proper purpose shall mean a purpose reasonably related to such person’s interest as a stockholder. In every instance where an attorney or other agent is the person who seeks the right to inspection, the demand under oath shall be accompanied by a power of attorney or such other writing that authorizes the attorney or other agent to so act on behalf of the stockholder. The demand under oath shall be directed to the corporation at its registered office in Delaware or at its principal place of business.

     7.2 Inspection by Directors

     Any director shall have the right to examine the corporation’s stock ledger, a list of its stockholders, and its other books and records for a purpose reasonably related to his position as a director. The Court of Chancery is hereby vested with the exclusive jurisdiction to determine whether a director is entitled to the inspection sought. The Court may summarily order the corporation to permit the director to inspect any and all books and records, the stock ledger, and the stock list and to make copies or extracts therefrom. The Court may, in its discretion, prescribe any limitations or conditions with reference to the inspection, or award such other and further relief as the Court may deem just and proper.

     7.3 Annual Statement to Stockholders

     The Board of Directors shall present at each annual meeting, and at any special meeting of the stockholders when called for by the vote of the stockholders, a full and clear statement of the business and condition of the corporation.

ARTICLE VIII.
GENERAL MATTERS

     8.1 Checks

     From time to time, the Board of Directors shall determine by resolution which person or persons may sign or endorse all checks, drafts, other orders for payment of money,

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notes or other evidences of indebtedness that are issued in the name of or payable to the corporation, and only the persons so authorized shall sign or endorse those instruments.

     8.2 Execution of Corporate Contracts and Instruments

     The Board of Directors, except as otherwise provided in these bylaws, may authorize any officer or officers, or agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the corporation; such authority may be general or confined to specific instances. Unless so authorized or ratified by the Board of Directors or within the agency power of an officer, no officer, agent or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or for any amount.

     8.3 Stock Certificates; Partly Paid Shares

     The shares of a corporation shall be represented by certificates, provided that the Board of Directors of the corporation may provide by resolution or resolutions that some or all of any or all classes or series of its stock shall be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the corporation. Notwithstanding the adoption of such a resolution by the Board of Directors, every holder of stock represented by certificates and upon request every holder of uncertificated shares shall be entitled to have a certificate signed by, or in the name of the corporation by the chairman or vice-chairman of the Board of Directors, or the chief executive officer or the president or vice-president, and by the chief financial officer, treasurer or an assistant treasurer, or the secretary or an assistant secretary of such corporation representing the number of shares registered in certificate form. Any or all of the signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate has ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue.

     The corporation may issue the whole or any part of its shares as partly paid and subject to call for the remainder of the consideration to be paid therefor. Upon the face or back of each stock certificate issued to represent any such partly paid shares, upon the books and records of the corporation in the case of uncertificated partly paid shares, the total amount of the consideration to be paid therefor and the amount paid thereon shall be stated. Upon the declaration of any dividend on fully paid shares, the corporation shall declare a dividend upon partly paid shares of the same class, but only upon the basis of the percentage of the consideration actually paid thereon.

     8.4 Special Designation on Certificates

     If the corporation is authorized to issue more than one class of stock or more than one series of any class, then the powers, the designations, the preferences, and the relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate that the corporation shall issue to represent

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such class or series of stock; provided, however, that, except as otherwise provided in Section 202 of the General Corporation Law of Delaware, in lieu of the foregoing requirements there may be set forth on the face or back of the certificate that the corporation shall issue to represent such class or series of stock a statement that the corporation will furnish without charge to each stockholder who so requests the powers, the designations, the preferences, and the relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.

     8.5 Lost Certificates

     Except as provided in this Section 8.5, no new certificates for shares shall be issued to replace a previously issued certificate unless the latter is surrendered to the corporation and canceled at the same time. The corporation may issue a new certificate of stock or uncertificated shares in the place of any certificate theretofore issued by it, alleged to have been lost, stolen or destroyed, and the corporation may require the owner of the lost, stolen or destroyed certificate, or his legal representative, to give the corporation a bond sufficient to indemnify it against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate or uncertificated shares.

     8.6 Construction; Definitions

     Unless the context requires otherwise, the general provisions, rules of construction, and definitions in the Delaware General Corporation Law shall govern the construction of these bylaws. Without limiting the generality of this provision, the singular number includes the plural, the plural number includes the singular, and the term “person” includes both a corporation and a natural person.

     8.7 Dividends

     The directors of the corporation, subject to any restrictions contained in the certificate of incorporation, may declare and pay dividends upon the shares of its capital stock pursuant to the General Corporation Law of Delaware. Dividends may be paid in cash, in property, or in shares of the corporation’s capital stock.

     The directors of the corporation may set apart out of any of the funds of the corporation available for dividends a reserve or reserves for any proper purpose and may abolish any such reserve. Such purposes shall include but not be limited to equalizing dividends, repairing or maintaining any property of the corporation, and meeting contingencies.

     8.8 Fiscal Year

     The fiscal year of the corporation shall be fixed by resolution of the Board of Directors and may be changed by the Board of Directors.

     8.9 Seal

     The Board of Directors may adopt a corporate seal. The corporate seal shall consist of a die bearing the name of the corporation and the inscription, “Corporate

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Seal-Delaware.” Said seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

     8.10 Transfer of Stock

     Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate, and record the transaction in its books.

     8.11 Stock Transfer Agreements

     The corporation shall have power to enter into and perform any agreement with any number of shareholders of any one or more classes of stock of the corporation to restrict the transfer of shares of stock of the corporation of any one or more classes owned by such stockholders in any manner not prohibited by the General Corporation Law of Delaware.

     8.12 Registered Stockholders

     The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends and to vote as such owner, shall be entitled to hold liable for calls and assessments the person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of another person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.

ARTICLE IX.
AMENDMENTS

     The bylaws of the corporation may be adopted, amended or repealed by the stockholders entitled to vote; provided, however, that the corporation may, in its certificate of incorporation, confer the power to adopt, amend or repeal bylaws upon the directors. The fact that such power has been so conferred upon the directors shall not divest the stockholders of the power, nor limit their power to adopt, amend or repeal bylaws.

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CERTIFICATE OF SECRETARY

     I, the undersigned, do hereby certify:

     (1) That I am a duly elected and acting Assistant Secretary of Avago Technologies Wireless (U.S.A.) Manufacturing Inc., a Delaware corporation; and

     (2) That the foregoing bylaws constitute the bylaws of said corporation as duly adopted by the written consent of the Board of Directors of said corporation as of September 22, 2005.

     IN WITNESS WHEREOF, I have hereunto subscribed my name this 28^th day of September, 2005.

/s/ Tony Ling

Tony Ling

Assistant Secretary

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EX-3.40

Exhibit 3.40

Company Registration No.

LL05008

THE OFFSHORE COMPANIES ACT, 1990
COMPANY LIMITED BY SHARES

MEMORANDUM

AND

ARTICLES OF ASSOCIATION

Avago Technologies Wireless Holding

(Labuan) Corporation

(Formerly Known as Argos Wireless Holding

(Labuan) Corporation)

Incorporated on 20^th day of September, 2005

Form 12

Offshore Companies Act 1990
(Section 51(3))

Company No. : LL05008

NOTICE OF RESOLUTION

(INCREASE IN SHARE)
Avago Technologies Wireless Holding (Labuan) Corporation (Formerly Known as Argos Wireless Holding
(Labuan) Corporation)

To
Director-General
Labuan Offshore Financial Services Authority
Federal Territory of Labuan, Malaysia

At a meeting of the members of the above-named company duly convened and held on 01 December 2005 the special resolution set out below was duly passed.

(Set out resolution here if a copy thereof is not annexed)

Resolution:

SPECIAL RESOLUTION:

— INCREASE OF AUTHORISED SHARE CAPITAL ’That the authorised share capital of the Company be hereby increased from USD10,000.00 divided into 10,000 ordinary shares of USD1.00 each to USD200,000,000.00 divided into 200,000,000 ordinary shares of USD1.00 each by the creation of 199,990,000 new ordinary shares of USD1.00 each and such new ordinary shares when issued shall rank pari passu in all respects with the existing ordinary shares in the capital of the Company.”

Dated 01 December 2005

p.p. ZAID IBRAHIM SECRETARIAL SERVICES SDN. BHD.

/s/ Azizan Mohd Som

Secretary

Authorised Signatory

Form 11

Offshore Companies Act 1990
(Section 22(2))

Company No : LL05008

CERTIFICATE OF INCORPORATION ON CHANGE OF NAME OF OFFSHORE COMPANY

This is to certify that Argos Wireless Holding (Labuan) Corporation which was incorporated as an offshore company under the Offshore Companies Act 1990 on the 20 September 2005 did by a special resolution resolve to change its name to Avago Technologies Wireless Holding (Labuan) Corporation and that the company is now known by its new name with effect from the 29 September 2005.

Given under my hand and seal this 29 September 2005

/s/ Mohd. Ridzuan Zulkifli

(MOHD. RIDZUAN ZULKIFLI)

for Labuan Offshore Financial Services Authority

Federal Territory of Labuan

Malaysia

(LABUAN INTERNATIONAL OFFSHORE FINANCIAL CENTRE)

Form 12

Offshore Companies Act 1990
(Section 22(1))

Company No. : LL05008

NOTICE OF RESOLUTION

(CHANGE OF NAME)
Argos Wireless Holding (Labuan) Corporation

To
Director-General
Labuan Offshore Financial Services Authority
Federal Territory of Labuan, Malaysia

At a meeting of the members of the above-named company duly convened and held on 28 September 2005 the special resolution set out below was duly passed.

(Set out resolution here if a copy thereof is not annexed)

Resolution:	SPECIAL RESOLUTION:
	— CHANGE OF COMPANY NAME
	“That the name of the Company be changed from “Argos Wireless Holding (Labuan) Corporation” to “Avago Technologies Wireless Holding (Labuan) Corporation” with effect from the date the Registrar registers the change of name.”

Dated 28 September 2005

p.p. ZAID IBRAHIM SECRETARIAL SERVICES SDN. BHD.

/s/ Zafrul Shastri Hashim

Secretary

Authorised Signatory

Form 7

Offshore Companies Act 1990
(Section 15(5))

Company No : LL05008

CERTIFICATE OF INCORPORATION OF OFFSHORE COMPANY

This is to certify that Argos Wireless Holding (Labuan) Corporation is incorporated under the Offshore Companies Act 1990 on and from the 20 September 2005 and that the company is a company limited by shares.

Given under my hand and seal this 20 September 2005.

/s/ Md. Yunus Bin Atip

(MD. YUNUS BIN ATIP)
for Labuan Offshore Financial Services Authority
Federal Territory of Labuan
Malaysia

(LABUAN INTERNATIONAL OFFSHORE FINANCIAL CENTRE)

Exempted from stamp duty via Stamp Duty
[Exemption] Order 2000 dated 17/01/2000 p.u. [A]9

THE OFFSHORE COMPANIES ACT, 1990
COMPANY LIMITED BY SHARES

MEMORANDUM OF ASSOCIATION

OF

Argos Wireless Holding (Labuan) Corporation

A.	The name of the Company is Argos Wireless Holding (Labuan) Corporation
B.	The registered office of the Company will be situated in the Federal Territory of Labuan, Malaysia and the management and control of the Company are to be exercised in Malaysia.
C.	The objects for which the Company is established are:-

(1)	To carry on the business of an investment holding company and for that purpose to acquire and hold either in the name of the Company or in that of any nominee shares, stocks, debentures, debenture stocks, bonds, notes, obligations and securities issued or guaranteed by any company or any other legal entity wherever incorporated, formed or carrying on business, and debentures, debenture stocks, bonds, notes, obligations and securities issued or guaranteed by any government, sovereign ruler, commissioners, public body or authority supreme, dependent, municipal, local or otherwise in any part of the world.
(2)	To invest the money of the Company upon such investments, undertaking, partnerships, syndicates, joint and single ventures, public and private corporations and enterprises and in such manner as may from time to time be determined.
(3)	To insure or guarantee the payment of advances, credits, bills of exchange and other commercial obligations or commitments of every description whether at home or abroad, and to indemnify any person against default in any such payment, and to guarantee the payment of money secured by or payable under or in respect of any debenture, debenture stock, bond, mortgage, charge or security of any person or corporation, or any local or other authority.
(4)	To enter into or be a party to any transaction or document.
(5)	To acquire, hold, dispose of or deal with any information or rights or property of any kind.
(6)	To acquire, hold, dispose of or deal with the whole or any part of the undertaking of any other company, association or business.
(7)	To dispose of or otherwise deal with the whole or any part of its undertaking or business.
(8)	To assume any duties, obligations or liabilities.

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(9)	To acquire any rights or interests.
(10)	To provide or procure provision of any services.
(11)	To lend and borrow in any currency or currencies except the Malaysian currency as permitted by the Offshore Companies Act 1990 and the regulations made thereunder and/or the Labuan Offshore Financial Services Authority (“LOFSA”) and/or any relevant governmental or non-governmental authority.
(12)	To procure its registration or recognition in any place outside Labuan.
(13)	To create and extinguish liabilities and rights and interests.
(14)	To issue shares, debentures and options, and to subscribe for shares, debentures and options and to redeem and forfeit the same.
(15)	To employ or retain persons in and about its business or the business of any other company or person.
(16)	To give indemnities and guarantees and obtain indemnities and guarantees.
(17)	To take out insurance of all kinds whether over the property or rights of the Company or not.
(18)	To promote any other company.
(19)	To make gifts, donations and wagers, which may lawfully be made, whether the same may, or may not be for the purpose of advancing its business.
(20)	To do any of the things which it may do in association with any other person and as principal or agent or as trustee or for its own benefit.
(21)	To promote any other business.
(22)	To do all such things as are incidental or conducive to the exercise of the powers of the Company.
(23)	By way of settlement or other dealing or disposition, to give the right to a person not a member of the Company to share in the whole or any part of its gains or profits to the exclusion of its members, provided that in exercising such power no distribution of gains or profits shall be made pursuant to such settlement, disposition or other dealing which would exceed the amount properly distributed as a dividend or properly capable of being returned as capital surplus where such distribution is a distribution to some or to all of the members of the Company.
(24)	To establish or acquire or carry on an office being a subsidiary or a branch or a marketing office or a general office in any part of Malaysia outside Labuan with the approval of LOFSA and subject always to the provisions of the Offshore Companies Act 1990 and regulations made thereunder.

Page 2

(25) To do all other things which are not prohibited by or under the Offshore Companies Act 1990 or the regulations or otherwise by any written law of Malaysia.

D.

The liability of the members is limited.

E.

The share capital of the Company is UNITED STATES DOLLARS TEN THOUSAND (USD10,000.00) only divided into TEN THOUSAND (10,000) ordinary shares of UNITED STATES DOLLAR ONE (USD1.00) par value each (collectively the “Capital”) with power for the Company to increase, sub-divide, consolidate or reduce such Capital and to divide the shares forming the Capital (original, increased or reduced) into several classes and to attach thereto respectively preferential, deferred, special or qualified rights, privileges or conditions as regards dividends, repayment of capital, voting or otherwise.

* * * * * * * * * * * * * * * * * * * * * * * * *

Page 3

We, the several persons whose names and addresses are subscribed, are desirous of being formed into an Offshore Company pursuant to the Offshore Companies Act 1990 and to this Memorandum of Association, and we respectively agree to take the number of shares in the capital of the Company set opposite our respective names.

Names, addresses and descriptions	Number of Shares taken by each
of Subscribers	Subscriber
Argos General IP (Singapore) Pte. Ltd.		1	ONE
(Company No. : 200512430D)	ORDINARY SHARE		ORDINARY SHARE
c/o Wong Partnership,
Advocates and Solicitors,
80 Raffles Place, #58-01, UOB Plaza 1,
SINGAPORE 048624

/s/ Adam H. Clammer

Authorised Signatory for

Argos General IP (Singapore) Pte. Ltd.

	ONE ORDINARY SHARE
Total Number of Shares Taken	OF USD1.00 EACH
Dated this 9th day of September, 2005
Witness to the above signature :

/s/ Kimberly Ann Wilding

Name : Kimberly Ann Wilding

Driving License No.: C1639206

Address : 49 Showers, Dr. Unit 227,
Mountain View, CA 94040,
United States of America

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THE OFFSHORE COMPANIES ACT 1990
COMPANY LIMITED BY SHARES

ARTICLES OF ASSOCIATION

OF

Argos Wireless Holding (Labuan) Corporation

INTERPRETATION

1) Definitions. Reference in these Articles to the Act shall mean the Offshore Companies Act, 1990. The following Articles shall constitute the Articles of the Company. In these Articles, words and expressions defined in the Act shall have the same meaning and unless otherwise required by the context, the singular shall include the plural and vice versa, the masculine shall include the feminine and neuter genders and references to persons shall include corporations and all legal entities capable of having a legal existence.

LIMITED COMPANY

2) Private Company Limited By Shares. The Company is a private company, and accordingly:-

(a)	the right to transfer shares is restricted in the manner hereinafter prescribed;
(b)	any invitation to the public to subscribe for any shares or debentures of the Company is prohibited except in accordance with the Act;
(c)	Any invitation to the public to deposit money with the Company for fixed periods or payable at call, whether bearing or not bearing interest, is prohibited except in accordance with the Act; and
(d)	all prices and values given in respect of the shares of the company shall be in a currency other than the Malaysian currency.

SHARES

3)

Issue Of Shares. The shares taken by the subscribers to the Memorandum of Association shall be issued by the directors, subject as aforesaid, and to the provisions of the immediate following Articles, the shares shall be under the control of the directors, who may allot and issue the same to such persons on such terms and conditions and at such times as the directors think fit but so that no shares shall be issued at a discount except in accordance with Section 50 of the Act.

4)

Redeemable Preference Shares. The Company shall have power to issue preference shares carrying a right to redemption or liable to be redeemed at the option of the Company or to issue preference capital ranking equally with or in priority to preference shares already issued and the Directors may, subject to the provisions of the Act, redeem such shares on such terms and in such manner as they may think fit.

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5)

Share Certificate. Every member shall without payment be entitled, to receive, within two (2) months after allotment or within one (1) month after lodgement of transfer, certificate(s), under the Seal for all the shares registered in his name, specifying the shares to which the certificate relates and the amount paid up thereon Provided that in the case of joint holders the Company shall not be bound to issue more than one certificate and delivery of such certificate to any one of the joint holders shall be sufficient delivery to all. Each share certificate shall be numbered and denote the number of the shares in respect of which it is issued.

6)

Issue of New Certificate. If a certificate is worn out or lost, it may be renewed on production of the worn-out certificate, or on satisfactory proof of its loss together with such indemnity as the directors may reasonably require. Any member receiving a share certificate shall indemnify and hold the Company and its officers harmless from any loss or liability which it or they may incur by reason of wrongful or fraudulent use or representation made by any person by virtue of the possession of such certificate.

LIEN

7)	Company To Have Lien On Shares And Dividends. The Company shall have a first and paramount lien upon all shares (whether fully paid or not) registered in the name of any member, either alone or jointly with any other person, for his debts, liabilities and engagement whether solely or jointly with any other person, to or with the Company, whether the period for the payment fulfilment or discharge thereof shall have actually arrived or not, and such lien shall extend to all dividends from time to time declared in respect of such shares.
8)	Lien May Be Enforced By Sale Of Shares. The directors may sell any shares subject to such lien at such time or times and in such manner as they think fit, but no sale shall be made until such time as the moneys in respect of which such lien exists or some part thereof are or is presently payable or a liability or engagement in respect of which such lien exists is liable to be presently fulfilled or discharged and until a demand and notice in writing stating the amount due or specifying the liability or engagement and demanding payments or fulfilment or discharge thereof, and giving notice of intention to sell in default, shall have been served on such member or any persons entitled by transmission to the shares, and default in payment, fulfilment or discharge shall have been made by him or them for seven (7) days after such notice.
9)	Directors May Authorise Transfer And Enter Purchaser’s Name In Register. To give effect to any such sale the directors may authorise some persons to transfer the shares sold to the purchaser and may enter the purchaser’s name in the register of members as holders of the shares, and the purchaser shall not be bound to see to the application of the purchase money, nor shall his title to the shares be affected by an irregularity or invalidity in the proceedings in reference to the sale.
10)	Application Of Proceeds Of Sale. The net proceeds of any such sale shall be applied in or towards satisfaction of the amount due to the Company or of the liability and the balance (if any) shall be paid to the member or any person entitled by transmission to the shares so sold.
11)	Members Not Entitled To Privilege Of Membership Until All Calls Paid. No member shall be entitled to receive any dividend or to exercise any privilege as a member until he has paid all calls for the time being due and payable on every share held by him, whether alone or jointly with any other person, together with interest and expenses (if any).

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CALLS ON SHARES

12)	(a)	Directors May Make Calls. The directors may, subject to the provisions of these Articles, from time to time make such calls upon the members in respect of all moneys unpaid on their shares as they think fit, provided that fourteen (14) days’ notice at least is given of each call and each member shall be liable to pay the amount of every call so made upon him to the persons, by the instalments (if any) and at the times and places appointed by the directors.
	(b)	When Call Deemed To Have Been Made. A call shall be deemed to have been made at the time when the resolution of the directors authorising such call was passed.
	(c)	Liability Of Joint Holders. The joint holder of a share shall be jointly and severally liable to pay all calls and instalments in respect thereof.
	(d)	Interest On Unpaid Call. If before or on the said appointed date for payment thereof, a call or instalment payable in respect of a share is not paid, the person from whom the same is due shall pay interest on the amount of the call or instalment at such rate not exceeding ten per cent (10%) per annum as the directors shall fix from the day appointed for payment thereof to the time of actual payment, but the directors may waive payment of such interest wholly or in part.
	(e)	Sum Payable On Allotment Deemed To Be A Call. Any sum which by the terms of allotment of a share is made payable upon allotment or at any fixed date, whether on account of the amount of the share or by way of premium, shall, for all purposes of these Articles, be deemed to be a call duly made and payable on the date fixed for payment, and in case of non-payment the provisions of these Articles as to payment of interest and expenses, forfeiture and the like, and all of the relevant provisions of these Articles, shall apply as if such sum were a call duly made and notified as hereby provided.
	(f)	Difference In Calls. The directors may, from time to time, make arrangements on the issue of shares for a difference between the holders of such shares in the amount of calls to be paid and in the time of payment of such calls.
	(g)	Calls May Be Paid In Advance. The directors may, if they think fit, receive from any member willing to advance the same, all or any part of the money due upon his shares beyond the sums actually called up thereon, and upon the moneys so paid in advance, or so much thereof as exceeds the amount for the time being called up on the shares in respect of which such advance has been made, the directors may pay or allow such interest as may be agreed between them and such member, in addition to the dividend payable upon such part of the share in respect of which such advance has been made as is actually called up.

TRANSFER OF SHARES

13) (a) Offer To Sell Shares. No member shall sell, transfer or otherwise part with the beneficial ownership of any share in the Company without first making an offer to sell the same to the other existing members.

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(b)	Offer To Remain Open. Every such offer shall remain open for the period stated in the offer, or if it is not stated in the offer, then for one hundred and twenty (120) days from the date of the offer.
(c)	More Than One Offerree. If before the expiry of such period the offeree shall, or if there is more than one any or all of the offeree(s) shall, accept all the shares so offered so that no part of the shares offered remain unaccepted, the offeror shall sell and the offeree or offerees shall purchase all the shares at the price not less than the fair market value as defined under paragraph (e) of this Article 13.
(d)	Notification To Auditors. Any member intending to offer his shares in the Company for sale shall not later than seven (7) days after the offer is made notify the Company’s auditors in writing of his intention to do so.
(e)	“Fair Value”. For the purpose of this Article 13, “fair value” per share shall mean the market value and if there is no market value determinable, it shall be the shareholders equity value equivalent to the total assets amount less the total liabilities amount as shown in the Company’s balance sheet, certified by the Company’s auditor in his sole discretion as at the end of the calendar month immediately preceding the calendar month in which the offer of the sale thereof is made or deemed to have been made, divided by the total number of issued shares of the Company. The fair value so determined shall be final and conclusive and binding upon the selling member and purchasing member. The Company’s auditor for the purpose of this provision, shall report the “fair value” as herein provided to the selling member and purchasing member within sixty (60) days after the receipt from the selling member of a notice in writing of his intention to sell the shares as herein provided. In certifying the fair value of the shares the Company’s auditor shall be acting as an expert and not as an arbitrator, and accordingly, the Malaysian arbitration laws shall not apply. All costs and expenses of the auditor shall be borne by the selling member.
(f)	Transfer To Be In Writing. Subject to the restrictions of these Articles, any member may transfer all or any of his shares but every transfer must be in writing and in the usual common form, or in any other form which the director may approve, and may be under hand only, and must be left at the office or at such other place as the directors may determine for registration, accompanied by the certificate for the shares to be transferred and such other evidence (if any) as the directors may require to prove the title of the intending transferor or his right to transfer the shares.
(g)	Signing By Both Transferor and Transferee. The instrument of transfer of a share shall be signed both by the transferor and by the transferee, and the transferor shall be deemed to remain the holder of the share until the name of the transferee is entered in the register in respect thereof. Shares of different classes shall not be comprised in the same instrument of transfer.
(h)	Retention of Instruments Of Transfer. All instruments of transfer which shall be registered shall be retained by the Company, but any instrument of transfer which the directors may refuse to register shall (except in any case of fraud) be returned to the party presenting the same.

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(i)	Refusal To Register Transfer. If the directors refuse to register any transfer of a share, they shall within one (1) month after the date of which the transfer was lodged with the Company, send to the transferee notice of the refusal.
(j)	Suspension Of Registration. The registration of transfer may be suspended at such time and for such period as the directors may from time to time determine, provided always that such registration shall not be suspended for more than thirty (30) days in any year.
(k)	Renunciations. Nothing in these Articles shall preclude the directors from recognising a renunciation on the allotment of any share by the allottee in favour of some other persons.

TRANSMISSION OF SHARES

14)	(a)	Transmission On Death. In the case of the death of a shareholder the survivors or survivor where the deceased was a joint holder, and the executors or administrators of the deceased where he was a sole or only surviving holder, shall be the only person recognised by the Company as having any title to his interest in the shares, but nothing in this Article shall release the estate of a deceased holder (whether sole or joint) from any liability in respect of any share held by him.
	(b)	Registration Of Executors And Trustees In Bankruptcy. Any person becoming entitled to a share in consequence of the death, incompetence or bankruptcy of a member may, subject as hereinafter provided, either be registered himself as holder of the share upon giving to the Company notice in writing of his desire, or transfer such share to some other persons. All the provisions relating to the right to transfer and the registration of transfer of shares shall be applicable to any such notice or transfer as aforesaid as if the death, incompetence or bankruptcy of the member had not occurred and the notice or transfer were a transfer executed by such member.
	(c)	Rights Of Unregistered Holders And Trustees. Save as otherwise provided by or in accordance with these provisions, a person becoming entitled to a share in consequence of the death or bankruptcy of a member shall be entitled to the same dividends and other advantages to which he would be entitled if he was the registered holder of the share, except that he shall not be entitled in respect thereof to exercise the rights conferred by the membership in relation to meetings of the Company until he has been registered as a member in respect of the share. Should such person fail either to transfer the share or to be registered as a member in respect thereof within sixty (60) days of being required to do by the directors, he shall be deemed to have elected to be registered as a member in respect thereof and may be registered accordingly.

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FORFEITURE OF SHARES

15)	(a)	Directors Require Payment Of Call With Interest And Expenses. If any member fails to pay the whole or any part of any call or instalment of a call on or before the day appointed for the payment thereof, the directors may at any time thereafter, during such time as the call or instalment or any part thereof remains unpaid, serve a notice on him or on the person entitled to the share by transmission requiring him to pay such call or instalment or such part thereof as remains unpaid, together with interest at such rate not exceeding ten per cent (10%) per annum as the directors shall determine, and any expenses that may have accrued by reason of such non-payment.
	(b)	Notice Requiring Payment To Contain Certain Particulars. The notice shall name a further day (not earlier than the expiration of seven (7) days from the date of the notice) on or before which such call or instalment, or such part as aforesaid, and all interest and expenses that have accrued by reason of such non-payment, are to be paid. It shall also name the place where payment is to be made, and shall state that, in the event of non-payment at or before the time and at the place appointed, the shares in respect of which such call was made will be liable to be forfeited.
	(c)	On Non-compliance With Notice Shares Forfeited On Resolution Of Directors. If the requirements of any such notice as aforesaid are not complied with, any share in respect of which such notice has been given may at any time thereafter, before the payment required by the notice has been made, be forfeited by a resolution of the directors to that effect. A forfeiture of shares shall include all dividends in respect of the shares not actually paid before the forfeiture notwithstanding that they shall have been declared.
	(d)	Notice Of Forfeiture To Be Given And Entered In Register Of Members. When any share has been forfeited in accordance with these Articles, notice of the forfeiture shall forthwith be given to the holder of the share or to the person entitled to the share by transmission, as the case may be, and an entry of such notice having been given, and of the forfeiture with the date thereof, shall forthwith be made in the register of members opposite to the share.
	(e)	Directors May Annul Forfeiture Upon Terms. Notwithstanding any such forfeiture as aforesaid the directors may, at any time before the forfeited share has been otherwise disposed of, annul the forfeiture upon the terms of payment of all calls and interest due thereon and all expenses incurred in respect of the share and upon such further terms (if any) as they shall see fit to impose.
	(f)	Directors May Dispose Of Forfeited Shares. Every share which shall be forfeited may be sold, re-allotted or otherwise disposed of, either to the person who was before forfeiture the holder thereof or entitled thereto, or to any other person upon such terms and in such manner as the directors shall think fit, and the directors may, if necessary, authorise some person to transfer the same to such other person as aforesaid.

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(g)	Former Holder Of Forfeited Shares Liable For Call Made Before Forfeiture. A shareholder whose shares have been forfeited shall, notwithstanding, be liable to pay to the Company all calls made and not paid on such shares at the time of forfeiture, and interest thereon to the date of payment, in the same manner in all respect as if the shares had not been forfeited, and to satisfy all (if any) the claims and demands which the Company might have enforced in respect of the shares at the time of forfeiture, without any deduction or allowances for the value of the shares at the time of forfeiture.
(h)	Consequences Of Forfeiture. The forfeiture of a share shall involve the extinction at the time of forfeiture of all interest in and all claims and demands against the Company in respect of the share, and all other rights and liabilities incidental to the share as between the shareholder whose share is forfeited and the Company, except only such of the rights and liabilities as are by these Articles expressly saved, or as are by the Act given or imposed in the case of past members.
(i)	Title To Forfeited Share. A statutory declaration in writing that the declarant is a director of the Company, and that a share has been duly forfeited in pursuance of these Articles, and stating the date upon which it was forfeited, shall, as against all persons claiming to be entitled to the share adversely to the forfeiture thereof, be conclusive evidence of the facts therein stated, and such declaration, together with the receipt of the Company for the consideration (if any) given for the share on the sale or disposition thereof and a certificate of proprietorship of the share under the seal deliver to the person to whom the same is sold or disposed of, shall constitute a good title to the shares, and (subject to the execution of any necessary transfer) such person shall be registered as the holder of the share and shall be discharged from all calls made prior to such sale or disposition, and shall not be bound to see the application of the purchase money (if any) nor shall his title to the share be affected by any act, omission or irregularity to or connected with the proceedings in reference to the forfeiture, sale, re-allotment or disposal of the share.

ALTERATION OF SHARE CAPITAL

16)	Company May Increase Its Capital. The Company may from time to time by Special Resolution increase the share capital by such sum, to be divided into shares of such amount, as the Special Resolution shall prescribe.
17)	Company May Alter Its Capital. The Company may by Special Resolution -

(a)	increasing its share capital by the creation of new shares of such amount as it thinks expedient; or
(b)	consolidating and dividing all or any of its share capital into shares of larger amounts than its existing shares ; or
(c)	subdividing its shares or any of them into shares of smaller amount than is fixed by the Memorandum of Association, so however that in the sub-division the proportion between the amount paid and the amount, if any, unpaid on each reduced share shall be the same as it was in the case of the share from which the reduced share is derived; or

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(d)	cancel any share not taken or agreed to be taken by any person and which has been forfeited and diminish the amount of its share capital by the amount of shares so cancelled; or
(e)	converting all any of its paid-up shares into stock and reconverting that stock into paid-up shares of any denomination; or
(f)	redenominating the currency of any shares by the conversion of shares denominated in one currency to the same number of shares of another currency with the prior written of the creditor, if any.

	Provided that any alteration of the rights of the holders of such existing class of shares shall not prejudice the existing rights of the holders of any other class of shares.
18)	Company May Reduce Its Capital. Subject to any provisions of the Act, the Company may, by Special Resolution, reduce its share capital and any capital redemption reserve fund or any share premium account in any manner.

MODIFICATION OF CLASS RIGHTS

19) Rights Of Shareholders May Be Altered. Subject to the provisions of the Act, all or any of the rights, privileges or conditions for the time being attached or belonging to any class of shares for the time being forming part of the share capital of the Company may from time to time be modified, affected, varied, extended or surrendered in any manner with the consent in writing of the holders of not less than three-fourths of the issued shares of that class, or with the sanction of a Special Resolution passed at a separate general meeting of the holders of the shares of the class. To any separate meeting all the provisions of these Articles as to general meetings of the Company shall mutatis-mutandis apply, but so that the necessary quorum shall be members of the class holding or representing by proxy one third of the share capital paid or credited as paid on the issued shares of the class, and every holder of shares of the class in question shall be entitled on a poll to one vote for any such shares held by him.

GENERAL MEETINGS

20)	(a)	Annual General Meeting. An annual general meeting shall be held once in every calendar year, save and except for the year of incorporation, at such time and place (including in Labuan or any part of Malaysia or any part of the world) as may be determined by the directors, but so that within nine (9) months after the date to which the accounts of the Company are made up.
	(b)	Extraordinary General Meeting. A general meeting other than the statutory meeting and Annual General Meeting is called an Extraordinary General Meeting. The directors may call an Extraordinary Meeting whenever they think fit and an Extraordinary Meeting shall also be convened on such requisition.

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(c)

Resolution Signed By All Members As Effective As If Passed At General Meeting. Subject to the Act, a resolution in writing signed by all members for the time being entitled to receive notice of and attend and vote at general meetings (or being corporations by their duly authorised representatives) shall be valid and effective as if the same had been passed at a general meeting of the Company duly convened and held, and may consist of several documents in the like form each signed by one or more members. For the purposes of this Article a cable telegram, telex, telefax or other electronic communication sent by a member shall be deemed to be document signed by him.

(d)

Notice Of Meeting

(i)	Annual General Meeting
	The Company shall give its members notice of such meeting not less than fourteen (14) days before the meeting. The accidental omission to give such notice to or the non-receipt of such notice by any members shall not invalidate the proceedings or any resolution passed at the meeting.
(ii)	Extraordinary General Meeting
	The Company shall give its members notice for such meeting not less than twenty-one (21) days, specifying the place, day and hour of meeting and in the case of special business the general nature of such business, shall be given in manner hereinafter mentioned to such persons as are under the provisions of these Articles entitled to receive notices of general meetings from the Company, but with the consent of all persons for the time being entitled as aforesaid, a meeting may be convened upon a shorter notice, and in such manner as such persons may approve. The accidental omission to give such notice to or the non-receipt of such notice by any such person shall not invalidate the proceedings or any resolution passed at any such meeting.

PROCEEDINGS AT GENERAL MEETINGS

21)	(a)	Special Business. All business shall be deemed special that is transacted at an Extraordinary General Meeting, and also all that is transacted at an ordinary meeting, with the exception of declaring a dividend, the consideration of the accounts, balance sheets, and the reports of the directors and auditors, and any other documents annexed to the balance sheets, the election of directors in the place of those retiring and the appointment and fixing of the remuneration of the auditors.
	(b)	No Business To Be Transacted Unless Quorum Present. No business shall be transacted at any general meeting unless a quorum is present when the meeting proceeds to business. For all purposes the quorum shall be one shareholder present in person or by proxy. For the purposes of this Article, such shareholder or his proxy shall be deemed to be present at the meeting if he participates by telephone or other electronic means and all members participating in the meeting are able to hear each other and recognise each other’s voice, and for this purpose participation shall constitute proof of recognition.

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(c)	If No Quorum Meeting Dissolved. If within thirty (30) minutes from the time appointed for the holding of a general meeting, a quorum is not present, the meeting shall be dissolved and shall stand adjourned to such other day and at such other time and place as the directors may determine.
(d)	Chairman Of Board To Preside At All Meetings. The chairman, if any, of the board of directors shall preside at every general meeting, but if there be no such chairman or if at any meeting he shall not be present within fifteen (15) minutes after the time appointed for holding the same, or shall be unwilling to act as chairman, the members present shall choose one of the directors to act as chairman or if no director be present, or if all the directors present decline to take the chair, the members present shall choose one of the members present to be chairman of the meeting.
(e)	Notice Of Adjourned Meeting. The chairman may, with the consent of any meeting, adjourn any meeting from time to time and from place to place. Whenever a meeting is adjourned for ten (10) days or more, notice of the adjourned meeting shall be given in the same manner as in the case of an original meeting. Save as aforesaid, no member shall be entitled to any notice of an adjournment or of the business to be transacted at any adjourned meeting other than the business which might have been transacted at the meeting from which the adjournment took place.
(f)	How Poll To Be Taken. A poll demanded on the election of a chairman or on a question of adjournment shall be taken at such time and place, and in such manner as the chairman directs and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded. Any business other than upon which a poll has been demanded may be proceeded with at a meeting pending the taking of the poll.
(g)	Chairman To Have Casting Vote. In the case of an equality of votes, whether on a show of hands or on a poll, the chairman shall be entitled to a second or casting vote.

VOTES OF MEMBERS

22)	(a)	Number Of Votes. Subject to any rights or restrictions for the time being attached to any class or classes of shares, every member present in person or by proxy or represented by an attorney shall have one vote on a show of hands and shall have one vote for each voting share of which he is the holder.
	(b)	Split Votes. On a poll a member entitled to more than one vote need not, if he votes, use all his votes or cast all the votes he uses in the same way.
	(c)	Votes Of Joint Holders Of Shares. In the case of joint holders, the vote of the senior who tenders a vote whether in person or by proxy shall be accepted to the exclusion of the votes of any other joint holder; and for this purpose seniority shall be determined by the order in which the names stand in the register of members.

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(d)	Votes Of Lunatic Member. A person of unsound mind, or in respect of whom an order has been made by a court having jurisdiction in lunacy, may vote, whether on a show of hands or on a poll, by his committee receiver, curator bonis, or other legal curator and such last mentioned persons may give their votes either personally or by proxy.
(e)	Members Indebted To Company In Respect Of Shares Not Entitled To Vote. No members shall be entitled to vote at any general meeting unless all calls or other sums presently payable by him in respect of shares in the Company have been paid.
(f)	Instrument Appointment Proxy To Be In Writing. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing or if the appointor is a corporation under the hand of an officer or attorney of the corporation. The instrument appointing a proxy shall be deemed to confer authority to demand or join in demanding a poll. A proxy or an attorney need not be a member of the Company.
(g)	Instrument Appointing A Proxy To Be Left At The Office. The instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed, or a notarially certified copy of that power or authority shall be deposited at the office not less than forty-eight (48) hours before the time for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote, and in default the instrument of proxy shall not be treated as valid.
(h)	Form Of Proxy. An instrument appointing a proxy shall be in writing in the common form or any other form approved by the directors.
(i)	Corporation Acting By Representative At Meeting. Any corporation or other form of corporate legal entity which is a member of the Company may by resolution of their directors or other governing body authorising such person as they think fit to act as representative at any meeting of the members or any class of members of the Company, and the person so authorised shall be entitled to exercise the same powers on behalf of the corporation which he represents as that corporation could exercise if it were an individual member of the Company.
(j)	Proxy By Cable, Telegram, Telefax, Telex Or Other Electronic Means Shall Be Valid. Notwithstanding the provisions of paragraphs (f), (g) and (h) of this Article hereof the appointment of a proxy shall be valid if made by cable, telegram, telefax, telex or other electronic means.

DIRECTORS

23)	(a)	Number Of Directors. The Company shall have at least one (1) director who may be a resident director or a corporation.
	(b)	Terms Of Appointment. Each director holds office according to the terms of his appointment until his successor takes office or until his earlier death, resignation or removal.

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(c)	First Director. The first director or directors shall be elected by the subscriber to the Memorandum of Association. Thereafter, the director or directors shall be elected by the members or directors for such term as the members or directors may determine and may be removed by the members.
(d)	No Retirement By Rotation. Directors shall not be subject to annual retirement by rotation. Save and except when a resident director is required under the Act, a resident director who is an officer of a Trust Company, which made him available for the appointment, may, subject to agreement between the Company and the Trust Company be replaced at any time.
(e)	Director’s Qualification. A director shall not be required to hold any share qualification in the Company but nevertheless shall be entitled to attend and speak at any meeting of the members and at any separate meeting of the holders of any class of shares in the Company. A director of the Company may be a corporate person. A resident director of the Company shall be an officer of a Trust Company made available for the appointment by such Trust Company.
(f)	Alternate Directors. A director by writing under his hand deposited at the registered office of the Company may from time to time appoint another director or any other person to be his alternate. Every such alternate shall be entitled to be given notice of meetings of the directors and to attend and vote as a director at any such meeting at which the director appointing him is not personally present and generally at such meeting to have and exercise all the powers, rights, duties and authorities of the director appointing him. Every such alternate shall be deemed to be an officer of the Company and shall not be deemed to be an agent of the director appointing him. If undue delay or difficulty would be occasioned by giving notice to a director of a resolution of which his approval is sought in accordance with Article 27(h) hereof, his alternate (if any) shall be entitled to signify approval of the same on behalf of that director.
	A director by writing under his hand deposited at the registered office of the Company may at any time revoke the appointment of an alternate appointed by him. If a director shall die or cease to hold the office of director, the appointment of his alternate shall thereupon cease and terminate.
(g)	Director’s Remuneration. The remuneration of the directors shall from time to time be determined by the Company in general meeting. The directors shall also be paid such travelling, hotel and other expenses as may reasonably be incurred by them in the execution of their duties including any such expenses incurred in connection with their attendance at meetings of directors. If by arrangement with the other directors any director shall perform or render any special duties or services outside his ordinary duties as a director, the directors may pay him special remuneration by way of salary, commission, participation in profits or otherwise as may be arranged. The remuneration or fees, if any, of a resident director shall be payable to the Trust Company which made him available for the appointment, and in such manner and at such times as may be agreed between the Trust Company and the Company.

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(h)	Director May Be Interested In Other Companies. A director of the Company may be or become a director or other officer of, or otherwise interested in, any company whether promoted by the Company or otherwise or in which the Company may be interested as shareholder or otherwise, and no such remuneration or other benefits received by him as a director or officer of, or from his interest in such other company shall constitute an interest in such other company unless the Company otherwise directs.
(i)	Directors To Manage Company’s Business. The business of the Company shall be managed by the Directors who may pay all expenses incurred preliminary to and in connection with the formation and registration of the Company, and may exercise all such powers of the Company as are not by the Act or by these Articles required to be exercised by the members subject to any delegation of such powers as may be authorised by these Articles and to such requirements as may be prescribed by a resolution of the members; but no requirement made by a resolution of the members shall prevail if it be inconsistent with these Articles nor shall such requirement invalidate any prior act of the Directors which would have been valid if such requirement had not been made.
(j)	Managing Director. The directors may from time to time appoint one (1) of the directors to be managing director and a director so appointed shall, subject to the provisions of any contract between him and the Company, be subject to the same provisions as to resignation and removal as the other directors of the Company, and if he ceases to hold the office of directors he shall ipso facto and immediately cease to be a managing director.
(k)	Attorneys. The directors may from time to time and at any time by power of attorney, appoint any company, firm or persons or body or persons, whether nominated directly or indirectly by the directors, to be the attorney or attorneys of the Company for such purposes and with such powers authorities and discretion (not exceeding those vested in or exercisable by the directors under these Articles) and for such period and subject to such conditions as they may think fit, and any such powers of attorneys may contain such provisions for the protection and convenience of persons dealing with any such attorney as the directors may think fit and may also authorise any such attorney to delegate all or any of the powers, authorities and discretion vested in him.
(l)	Directors’ Borrowing Powers. The directors may borrow or raise funds from time to time for the purposes of the Company or secure the payment of such sums as they may think fit, and may secure the repayment or payment of any such sums by mortgage or charge upon all or any of the property or assets of the Company or by the issue of debentures (whether at par or at a discount or premium) or otherwise as they may think fit.
(m)	Vacancies In Board. A vacancy in the board of directors may be filled by the appointment of a new director pursuant to a resolution of members or of a majority of the remaining directors.

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(n)	Directors To Comply With Act. The directors shall duly comply with the provisions of the Act, and particularly the provisions as to registration and keeping copies of mortgages and charges, keeping a register of members, keeping a register of directors and secretaries and entering all necessary particulars therein, and sending a copy thereof or a notification of any changes therein to LOFSA, and sending to such Registrar of Companies an annual return as required by Section 109 of the Act, notices as to increase of capital, returns of allotments and contract relating thereto, copies of Special Resolutions and other particulars connected with the above.
(o)	Directors To Cause Minutes To Be Made. The directors shall cause proper minutes to be made of all general meetings, meetings of directors and committees of the Company and all business transacted at such meetings; and such minutes of any meeting, if purporting to be signed by the chairman of such meeting, shall be conclusive evidence without any further proof of the facts therein stated.
(p)	Director Who Is A Body Corporate. Any director who is a body corporate may appoint any person as its duly authorised representative for the purpose of representing it at Directors’ meetings and of transacting any of the business of the directors.

DIRECTORS CONTRACTING WITH COMPANY
OR HOLD OFFICE OF PROFIT

24)	(a)	Director contracting with the Company. A director may contract with and be interested in any contract or proposed contract with the Company and shall not be liable to account for any profit made by him by reason of any such contract, provided that the nature of the interest of the director in any such contract be declared at a meeting of the directors as required by Section 91 of the Act. No director shall vote as a director in respect of any contract or arrangement in which he is interested, although he shall be counted in the quorum present at the meeting, but this prohibition shall not apply to any contract or arrangement with any other company in which he is interested only as an officer or director of that other company or as holder of shares or other securities.
	(b)	Director holding office or place of profit. A director may hold any other office or place of profit under the Company (except that of auditor) in conjunction with his office of director for such period and on such terms as to remuneration and otherwise as the directors may determine.
	(c)	Remuneration. A director may act by himself or his firm in any professional capacity of the Company (except as auditor) and he or his firm shall be entitled to remuneration for professional services as if he was not a director.

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DISQUALIFICATION OF DIRECTORS

25) Office Of Directors Vacated In Certain Cases. Subject as herein otherwise provided or to the terms of any subsisting agreement, the office of a director shall be vacated:-

(a)	if a receiving order is made against him or he makes any arrangement or composition with his creditors.
(b)	if he is prohibited from being a director by reason of any order made under provisions of the Act.
(c)	if he is found lunatic or becomes of unsound mind.
(d)	if he shall be requested in writing to vacate office by all the other directors and they pass a resolution that he has been so requested and by reason thereof has vacated his office.
(e)	if he resigns his office by notice in writing to the Company.

APPOINTMENT AND REMOVAL OF DIRECTORS

26)	(a)	Appointment. The directors shall have power at any time, and from time to time, to appoint any person to be a director, either to fill a casual vacancy or as an addition to the existing directors. The First Directors of the Company shall be ADAM HERBERT CLAMMER (USA PASSPORT NO. : 205456166) AND KENNETH YEH-KANG HAO (USA PASSPORT NO. : 211313143).
	(b)	Removal. The Company may by ordinary resolution remove any director before the expiration of his period of office, and may by an ordinary resolution appoint another person in his stead.

PROCEEDINGS OF DIRECTORS

27)	(a)	Director May Call Meeting Of Directors. A director may and the Secretary, on the requisition of a director, shall at any time summon a meeting of the directors.
	(b)	Meeting Of Directors. The directors may meet together for the dispatch of business adjourn, and otherwise regulate their meetings, as they think fit. The quorum necessary for the transaction of business shall be two (2). All matters arising at any meeting shall be decided by a majority of votes. In case of an equality of votes the chairman shall have a second or casting vote. For the purposes of this Article, a director shall be deemed to be present at the meeting if he participates by telephone or other electronic means and all directors participating in the meeting are able to hear each other and recognise each other’s voice, and for this purpose participation shall constitute proof of recognition.
	(c)	Chairman Of The Board. The directors may from time to time appoint one of the directors to be chairman of the board and from time to time remove such chairman. If at any meeting the chairman is not present within thirty (30) minutes after the time appointed for holding the same, the directors present shall choose one of their members to be chairman of such meeting.

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(d)	Director May Delegate Their Powers. The directors may delegate any of their powers to committees consisting of such member or members of their board, as they think fit. Any committee so formed shall in the exercise of the powers so delegated conform to any regulations that may be imposed on it by the directors.
(e)	Chairman To Committee. A committee may elect a chairman of its meetings. If no such chairman is elected, or if at any meeting the chairman is not present within five minutes after the time appointed for holding the same, the members present may choose one of the members to be chairman of the meeting.
(f)	Meeting Of Committees. A committee may meet and adjourn, as its members think proper. Questions arising at any meeting shall be determined by a simple majority of votes of the members present, and in case of an equality of votes, the chairman shall not have a second or casting vote.
(g)	All Acts By Directors To Be Valid. All acts done bona fide by any meeting of directors, or by a committee of directors, or by any person acting as a director shall notwithstanding that, it be afterwards discovered that there was some defect in the appointment of any such director or person acting as aforesaid, or that they or any of them were disqualified, be as valid as if every such person had been duly appointed and was qualified to be a director.
(h)	Resolution Signed By Directors To Be Valid. A resolution in writing signed by all the directors shall be as effective for all purposes as a resolution passed at a meeting of the directors duly convened, held and constituted. Any such resolution may be contained in one or more documents signed by one or more of the directors or their respective alternates and for the purposes of this Article, a cable, telegram, telefax or telex or other electronic means sent by a director shall be deemed to be a document in writing signed by him provided that such cable, telegram, telefax, telex or other electronic means is confirmed in writing by the provision of the original thereof within three (3) weeks of the date of such cable, telegram, telefax, telex or other electronic means.

SECRETARY

28)	(a)	Resident Secretary. The Resident Secretary and any additional secretaries, shall be appointed by the directors of the Company and any secretary so appointed may be removed by them. Where there are two or more secretaries, at least one of them shall be a resident secretary who shall be an officer of a Trust Company or a company wholly owned by a Trust Company and made available for the appointment by the said Trust Company. The first Secretary of the Company shall be MESSRS. ZAID IBRAHIM SECRETARIAL SERVICES SDN. BHD. [Company No. 227942-U] who shall be the Resident Secretary of the Company.
	(b)	Remuneration of Resident Secretary. The salary of a Resident Secretary shall be fixed by agreement between the Company and the Trust Company which made the secretary available for the appointment and shall be paid in such manner and at such times as shall be mutually agreed upon.

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THE SEAL

29) Affixing of Seal. The Seal shall not be affixed to any instrument except by the authority of a resolution of the Board of directors, and in the presence of two (2) directors or a director and the Secretary or such other person as the directors may appoint for the purpose and that two (2) directors or a director and the Secretary or other person as aforesaid shall sign every instrument to which the Seal is so affixed in their presence, and in favour of any person bona fide dealing with the Company, such signatures shall be conclusive evidence of the fact that the Seal has been properly affixed.

DIVIDENDS AND RESERVES

30)	(a)	Distribution Of Dividends. Subject to any preferential or other special rights for the time being attached to any special class of shares, the profits of the Company which it shall from time to time be determined to distribute by way of dividend shall be applied in payment of dividends upon the shares of the Company in proportion to the amounts paid up or credited as paid up thereon respectively otherwise than in advance of calls.
	(b)	Declaration Of Dividends. Subject to the provisions of the Act, the directors may from time to time declare dividends, but no such dividend shall be payable except out of the profits, as provided by Section 140 of the Act. The directors may, if they think fit, from time to time declare and pay to the members such dividends as appear to them to be justified by the position of the Company, and may also from time to time, if in their opinion such payment is so justified, pay any preferential dividends which by the terms of issue of any shares are made payable on fixed dates. No higher dividend shall be paid than is recommended by the directors, and the declaration of the directors as to the amount of the net profits shall be conclusive.
	(c)	Directors May Form Reserve Fund. The directors may, before recommending any dividend, set aside out of the profits of the Company such sums as they think proper as a reserve or reserves, which shall at the discretion of the directors be applicable for meeting contingencies, or for repairing or maintaining any works connected with the business of the Company, or for equalising dividends, or for distribution by way of special dividend or bonus, or may be applied for such other purposes for which the profits of the Company may lawfully be applied as the directors may think expedient in the interests of the Company, and pending such application the directors may employ the sums from time to time so set apart as aforesaid in the business of the Company. The directors may also from time to time carry forward such sums, as they may deem expedient in the interest of the Company.
	(d)	Dividend Warrants To Be Posted To Members. Every dividend warrant may, unless otherwise directed, be sent by post to the last registered address of the member entitled thereto, and the receipt of the person whose name at the date of the declaration of the dividend appears on the register of members as the owner of any share or, in the case of joint holders, of any one of such joint holders, shall be a good discharge to the Company for all payments made in respect of such share. No unpaid dividend or interest shall bear interest as against the Company.

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CAPITALISATION OF PROFITS

31) Company May Capitalise Reserves And Undivided Profits. The Company in general meeting may at any time and from time to time pass a resolution that any sum not required for the payment or provision of any fixed preferential dividend, and (A) for the time being standing to the credit of any reserve of the Company including premiums received on the issue of any shares or debentures of the Company, or (B) being undivided net profits in the hands of the Company, be capitalised, and that such sum be appropriated as capital to and amongst the shareholders in the proportions in which they would have been entitled thereto if the same had been distributed by way of dividend on the shares, and in such manner as the resolution may direct, and such resolution shall be effective, and the directors shall in accordance with such resolution apply such sum in paying up in full any unissued shares or debentures of the Company on behalf of the shareholders aforesaid, and appropriate such shares or debentures and distribute the same credited as fully paid up to and amongst such shareholders in the proportions aforesaid in satisfaction of the shares and interests of such shareholders in the said capitalised sum or shall apply such sum or any part thereof on behalf of the shareholders aforesaid in paying up the whole or part of any uncalled balance which shall for the time being be unpaid in respect of any issued shares held by such shareholders or otherwise deal with such sum as directed by such resolution. Where any difficulty arises in respect of any such distribution, the directors may settle the same as they think expedient, and in particular they may issue fractional certificates, fix the value for distribution of any fully paid-up shares or debentures, make cash payments to any shareholders on the footing of the value so fixed in order to adjust rights, and vest any such shares or debentures in trustees upon such trust for the persons entitled to share in the appropriation and distribution as may seem just and expedient to the directors. When deemed requisite a proper contract for the allotment and acceptance of any shares to be distributed as aforesaid shall be delivered to LOFSA for registration in accordance with Section 43 of the Act and the directors may appoint any person to sign such contract on behalf of the person entitled to the share in the appropriation and distribution and such appointment shall be effective.

ACCOUNTS

32) Accounts and books to be kept. The directors shall cause proper accounts to be kept:-

(a)	of the assets and liabilities of the Company;
(b)	of all sums of money received and expended by the Company, and the matters in respect of which such receipts and expenditure take place; and
(c)	of all sales and purchases by the Company.

The accounting and other records shall be kept at the registered office or at such other place as the directors shall think fit, and shall always be open to the inspection by the directors.

33)

Inspection By Members. The directors shall from time to time determine whether in any particular case or class of cases, or generally, to what extent and at what times and places and under what conditions or regulations, the accounts and books of the Company, or any of them shall be open to the inspection of members, and no member (not being a director) shall have rights of inspecting any account or book or document of the Company, except as conferred by the Act or authorised by the directors or by a resolution of the Company in general meeting.

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34) Accounts To Be Laid Before Company. Once in every year the directors shall caused to be laid before the Company at annual general meeting the accounts of the Company not more than nine (9) months after the date to which the accounts are made up.

AUDIT

35)

Appointment Of Auditor. The Directors may from time to time a person or firm who has been approved by and registered with LOFSA as the Auditor of the Company, if they think fit.

36)

Rights And Duties Of Auditors. Every auditor of the Company shall have the right of access at all times to the books of account and vouchers of the Company, and shall be entitled to require from the officers of the Company such information and explanations as he think necessary for the performance of his duties. The report of the auditor shall be annexed to the accounts upon which he reports, and the auditor shall be entitled to receive notice of, and to attend, any meeting at which the Company’s audited profit and loss account and balance sheet are to be presented.

NOTICE

37)	(a)	Service Of Notice. A notice or any other document other than the notice requirements under Articles 20(a) and 20(b), may be served by the Company upon any member either personally or by sending it through the post in a prepaid letter addressed to such member at his last registered address as appearing in the register of members.
	(b)	Service On Joint Holders Of Shares. All notices directed to be given to the members shall with respect to any share to which such persons are jointly entitled, be given to whichever of such persons is named first in the register of members and any notice so given shall be sufficient notice to all the holders of such share.
	(c)	Notices In Case Of Death Or Bankruptcy. A notice may be given by the Company to the persons entitled to any share in consequence of the death or bankruptcy of a member by sending it through the post in a prepaid envelope addressed to them by name or by the title of representatives or trustees of such deceased or bankrupt member, at the address (if any) supplied for the purpose by such person as aforesaid, or (until such an address has been supplied) by giving the notice in the manner in which the same would have been given if the death or bankruptcy had not occurred.
	(d)	When Service Deemed Effected. Any notice or other document, if served or sent by post, shall be deemed to have been served or delivered at the time the letter containing the same is put into the post and in proving such service or sending it shall be sufficient to prove that the letter containing the notice or documents was properly addressed and put into the post office.

INDEMNITY

38) Directors And Officers Entitled To Indemnity. Subject to the provisions of the Act and any other statute for the time being in force, every director or other officer of the Company shall be entitled to be indemnified out of the assets of the Company against all losses or liabilities which he may sustain or incur in or about the execution of the duties of his office or otherwise in relation thereto provided that

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such losses or liabilities are not sustained or incurred by reason of bad faith, negligence or other default of the said director or officer, and no director or other officer shall be liable for any liabilities incurred by the Company in the execution of the duties of his office or in relation thereof.

LODGEMENT

39) Lodgement Of Documents. Every document required or permitted to be lodged or filed with the relevant authorities shall be lodged or filed within the time period pursuant to the provisions of the Act through a Trust Company.

WINDING UP

40) Division Of Assets of the Company. If the Company shall be wound up, the Liquidator may, in accordance with a resolution of members and in accordance with Section 131 of the Act, divide among the members in specie or in kind the whole or any part of the assets of the Company (whether they shall consist of property of the same kind or not) and may for such purpose set such value as he deems fair upon any property to be divided as aforesaid and may determine how such division shall be carried out as between the members or different classes of members. The Liquidator may vest the whole or any part of such assets in trustees upon such trusts for the benefit of the contributories as the Liquidator shall think fit, but so that no member shall be compelled to accept any shares or other securities whereon there is any liability.

AMENDMENTS TO ARTICLES

41) Alteration And Modification. The Company may alter or modify the conditions contained in these Articles as originally drafted or as amended from time to time by a Special Resolution of the Company.

* * * * * * * * * * * * * * * * * * * * * * * * *

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We, the undersigned subscribers whose names and address are subscribed hereunder being subscribers hereby agree to the foregoing Articles of Association.

NAME, ADDRESS AND PARTICULARS	SIGNATURE AND DESCRIPTION
OF SUBSCRIBERS	OF SUBSCRIBERS
Argos General IP (Singapore) Pte. Ltd.
(Company No. : 200512430D)
c/o Wong Partnership,
Advocates and Solicitors,
80 Raffles Place,
#58-01, UOB Plaza 1,
SINGAPORE 048624

/s/ Adam H. Clammer

Authorised Signatory for

Argos General IP (Singapore) Pte. Ltd.

Dated this 9^th day of September, 2005

Witness to the above signatures:

/s/ Kimberly Ann Wilding

Name : Kimberly Ann Wilding

Driving License No: C1639206

Address : 49 Showers, Dr. Unit 227,
Mountain View, CA 94040,
United States of America

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EX-3.41

EX-3.41

                    

	mail address:	P.O. BOX 71170
DEED OF INCORPORATION of:		1008 bd amsterdam
	office address:	Fred. Roeskestraat 100
Argos Wireless Netherlands B.V.,		1076 ed amsterdam
having its registered offices in Amsterdam	telephone:	+31 20 578 57 85
	fax:	+31 20 578 58 00
September 28, 2005	internet:	www.loyensloeff.com

CONTENTS:

— English office translation of the deed of incorporation of Argos Wireless Netherlands B.V. (the “Company”), having its registered offices in Amsterdam, the Netherlands, executed before R. van Bork, civil law notary officiating in Amsterdam, the Netherlands, on September 28, 2005;

— True Copy of the deed of incorporation of the Company;

— Annex I: Power of attorney;

— Annex II: Bank statement;

— Annex III: Statement of No objections.

Loyens & Loeff N.V. is gevestigd te Rotterdam en staat ingeschreven in het handelsregister bij de Kamer van Koophandel en Fabrieken onder nummer 24370566. Uitsluitend Loyens & Loeff N.V. geldt als opdrachtnemer. Op haar dienstverlening zijn naar Algemene Voorwaarden van toepassing, waarin onder meer een beperking van de aansprakelijkheid en een aanwijzing van de bevoegde rechter is opgenomen. Deze Algemene Voorwaarden staan afgedrukt op de achterkant van deze pagina en zijn eveneens te raadplegen via www.loyensloeff.com. Deze voorwaarden zijn op 1 januari 2005 gedeponeerd ter griffie van de rechtbank te Rotterdam onder nummer 142/2004.

AMSTERDAM   •   ANTWERPEN   •   ARNHEM   •   BRUSSEL   •   EINDHOVEN   •   LUXEMBURG   •   ROTTERDAM   •   ARUBA CURACAO   •   FRANKFURT   •   GENEVE   •   LONDEN   •   NEW YORK   •   PARIJS   •   SINGAPORE   •   TOKIO   •   ZURICH

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Execution Copy

INCORPORATION OF ARGOS WIRELESS NETHERLANDS B.V.

This twenty-eighth day of September, two thousand five, there appeared before me, Rudolf van Bork, civil law notary, officiating in Amsterdam, the Netherlands:

Joyce Johanna Cornelia Aurelia Leemrijse, with office address at Fred. Roeskestraat 100, 1076 ED Amsterdam, the Netherlands, born in Eindhoven, the Netherlands, on the twelfth day of November, nineteen hundred and seventy, acting in this respect as authorized representative of:

Argos Wireless IP (Singapore) Pte. Ltd., a private company limited by shares organized under the laws of the laws of the Republic of Singapore, having its registered offices in the Republic of Singapore and its office address at 8 Cross Street, #11-00 PWC Building, Singapore 048424, Republic of Singapore, registered with the Registry of Companies and Businesses of the Republic of Singapore under registration number 200512332K (the “Incorporator”).

Power of Attorney.

The authorization of the person appearing is evidenced by a written Power of Attorney attached to this deed (Annex I).

The person appearing has declared to hereby incorporate a private company with limited liability with the following:

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ARTICLES OF ASSOCIATION:

Article 1. Definitions.

1.1 In these Articles of Association the following words shall have the following meanings:

a.	a “Share”:
	a share in the capital of the Company;
b.	a “Shareholder”:
	a holder of one or more Shares;
c.	the “Shareholders’ Body”:
	the body of the Company consisting of Shareholders entitled to vote together with pledgees and usufructuaries to whom voting rights attributable to Shares accrue;
d.	a “General Meeting of Shareholders”:
	a meeting of Shareholders and other persons entitled to attend meetings of Shareholders;
e.	“DRH-rights”:
	the rights conferred by law upon holders of depositary receipts issued with a company’s cooperation for shares in its capital;
f.	the “Management Board”:
	the management board of the Company;
g.	“in writing”:
	by letter, by telecopier, by e-mail, or by message which is transmitted via any other current means of communication and which can be received in the written form, provided that the identity of the sender can be sufficiently established;
h.	the “Distributable Equity”:
	the part of the Company’s equity which exceeds the aggregate of the issued capital and the reserves which must be maintained pursuant to the law;
i.	a “Company Body”:
	the Management Board or the Shareholders’ Body.

1.2 References to Articles shall be deemed to refer to articles of these Articles of Association, unless the contrary is apparent.

Article 2. Name and Official Seat.

2.1	The Company’s name is:
	Argos Wireless Netherlands B.V.
2.2	The official seat of the Company is in Amsterdam.

Article 3. Objects.

The objects of the Company are:

a.	to incorporate, to participate in any way whatsoever in, to manage and to supervise businesses and companies;
b.	to finance businesses and companies;

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c.	to borrow, to lend and to raise funds, including the issue of bonds, promissory notes or other securities or evidence of indebtedness as well as to enter into agreements in connection with aforementioned activities;
d.	to render advice and services to businesses and companies with which the Company forms a group and to third parties;
e.	to grant guarantees, to bind the company and to pledge its assets for obligations of businesses and companies with which it forms a group and on behalf of third parties;
f.	to acquire, alienate, manage and exploit registered property and items of property in general;
g.	to trade in currencies, securities and items of property in general;
h.	to develop and trade in patents, trade marks, licenses, know-how and other industrial property rights;
i.	to perform any and ail activities of an industrial, financial or commercial nature,

and to do all that is connected therewith or may be conducive thereto, all to be interpreted in the broadest sense.

Article 4. Authorized Capital.

4.1	The authorized capital of the Company equals ninety thousand euro (EUR 90,000).
4.2	The authorized capital of the Company is divided into ninety thousand (90,000) Shares with a nominal value of one euro (EUR 1) each.
4.3	All Shares shall be registered. No share certificates shall be issued.

Article 5. Register of Shareholders and Register of Depositary Receipt Holders.

5.1	The Management Board shall keep a register of Shareholders in which the names and addresses of all Shareholders are recorded. The names and addresses of pledgees and usufructuaries of Shares shall also be entered in the register of Shareholders.
5.2	Section 2:194 of the Dutch Civil Code applies to the register of Shareholders.
5.3	If depositary receipts for Shares are issued with the cooperation of the Company, the Management Board shall also keep a register of depositary receipt holders in which the names and addresses of all holders of depositary receipts for Shares are recorded. The register of depositary receipt holders may be part of the register of Shareholders.

Article 6. Issuance of Shares.

6.1	Shares may be issued pursuant to a resolution of the Shareholders’ Body. The Shareholders’ Body may transfer this authority to another Company Body and may also revoke such transfer.
6.2	A resolution to issue Shares shall stipulate the issue price and the other conditions of issue.
6.3	Upon issuance of Shares, each Shareholder shall have a right of pre-emption in proportion to the aggregate nominal value of his Shares,

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	subject to the relevant limitations prescribed by law and the provision of Article 6.4.
6.4	Prior to each single issuance of Shares, the right of pre-emption may be limited or excluded by the Company Body competent to issue such Shares.
6.5	The provisions of Articles 6.1, 6.2, 6.3 and 6.4 shall apply by analogy to the granting of rights to subscribe for Shares, but do not apply to the issuance of Shares to a person exercising a right to subscribe for Shares previously granted.
6.6	The issue of a Share shall furthermore require a notarial deed, to be executed for that purpose before a civil law notary registered in the Netherlands, to which deed those involved in the issuance shall be parties.
6.7	The full nominal value of each Share must be paid upon issuance.

Article 7. Own Shares; Reduction of the Issued Capital.

7.1	The Company and its subsidiaries may acquire fully paid in Shares or depositary receipts thereof, with due observance of the limitations prescribed by law.
7.2	The Company may grant loans with a view to a subscription for or an acquisition of Shares or depositary receipts thereof, but not in excess of the amount of the Distributable Equity.
7.3	The Company shall maintain a non-distributable reserve up to the outstanding amount of the loans referred to in Article 7.2.
7.4	The Shareholders’ Body may resolve to reduce the Company’s issued capital in accordance with the relevant provisions prescribed by law.

Article 8. Transfer of Shares.

8.1	The transfer of a Share shall require a notarial deed, to be executed for that purpose before a civil law notary registered in the Netherlands, to which deed those involved in the transfer shall be parties.
8.2	Unless the Company itself is party to the legal act, the rights attributable to the Share can only be exercised after the Company has acknowledged said transfer or said deed has been served upon it in accordance with the relevant provisions of the law.

Article 9. Blocking Clause (approval Shareholders’ Body).

9.1	A transfer of one or more Shares can only be effected with due observance of the provisions set out in this Article 9, unless (i) all co-Shareholders have approved the intended transfer in writing, which approval shall then be valid for a period of three months, or (ii) the Shareholder concerned is obliged by law to transfer his Shares to a former Shareholder.
9.2	A Shareholder wishing to transfer one or more of his Shares (hereinafter: the “Applicant”) shall require the approval of the Shareholders’ Body for such transfer. The request for approval shall be made by the Applicant by means of a written notification to the Management Board, stating the

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	number of Shares he wishes to transfer and the person or persons to whom the Applicant wishes to transfer such Shares. The Management Board shall be obliged to convene and to hold a General Meeting of Shareholders to discuss the request for approval within six weeks from the date of receipt of the request. The contents of such request shall be stated in the convocation.
9.3	Within a period of three months of the Shareholders’ Body granting the approval requested, the Applicant may transfer the total number of the Shares to which the request relates, and not part thereof, to the person or persons named in the request.
9.4	If:

a.	the Shareholders’ Body does not adopt a resolution regarding the request for approval within six weeks after the request has been received by the Management Board; or
b.	the approval has been refused without the Shareholders’ Body having informed the Applicant, at the same time as the refusal, of one or more interested parties who are prepared to purchase all the Shares to which the request for approval relates for payment in cash (hereinafter: “Interested Parties”),

	the approval requested shall be considered to have been granted, in the event mentioned under a on the final day of the six week period mentioned under a. The Company shall only be entitled to act as an Interested Party with the consent of the Applicant.
9.5	The Shares to which the request for approval relates can be purchased by the Interested Parties at a price to be mutually agreed between the Applicant and the Interested Parties or by one or more experts appointed by them. If they do not reach agreement on the price or the expert or experts, as the case may be, the price shall be set by one or more independent experts to be appointed on the request of one or more of the parties concerned by the chairman of the Chamber of Commerce and Factories at which the Company is registered in the Commercial Register. If an expert is appointed, he shall be authorized to inspect all books and records of the Company and to obtain all such information as will be useful to him in setting the price.
9.6	Within one month of the price being set, the Interested Parties must give notice to the Management Board of the number of the Shares to which the request for approval relates they wish to purchase. An Interested Party who fails to submit notice within said term shall no longer be counted as an Interested Party. Once the notice mentioned in the preceding sentence has been given, an Interested Party can only withdraw with the consent of the other Interested Parties.
9.7	The Applicant may withdraw up to one month after the day on which he is informed to which Interested Party or Parties he can sell all the Shares to which the request for approval relates and at what price.

6

                    

9.8	All notifications and notices referred to in this Article 9 shall be made by certified mail or against acknowledgement of receipt. The convocation of the General Meeting of Shareholders shall be made in accordance with the relevant provisions of these Articles of Association.
9.9	All costs of the appointment of the expert or experts, as the case may be, and their determination of the price, shall be borne by:

a.	the Applicant if he withdraws;
b.	the Applicant and the buyers for equal parts if the Shares have been purchased by one or more Interested Parties, provided that these costs shall be borne by the buyers in proportion to the number of Shares purchased;
c.	the Company, in cases not provided for under a or b.

Article 10. Pledging of Shares and Usufruct in Shares.

10.1	The provisions of Article 8 shall apply by analogy to the pledging of Shares and to the creation or transfer of a usufruct in Shares.
10.2	On the creation of a right of pledge in a Share and on the creation or transfer of a usufruct in a Share, the voting rights attributable to such Share may be assigned to the pledgee or the usufructuary, with due observance of the relevant provisions of the law.
10.3	Both the Shareholder without voting rights and the pledgee or usufructuary with voting rights shall have the DRH-rights. The DRH-rights may also be granted to the pledgee or usufructuary without voting rights, but only if the Shareholders’ Body has approved the same and with due observance of the relevant provisions of the law.

Article 11. Depositary Receipts for Shares.

The Company may cooperate in the issuance of registered depositary receipts for Shares, but pursuant to a resolution to that effect of the Shareholders’ Body only. Each holder of such depositary receipts shall have the DRH-rights.

Article 12. Management Board Members.

12.1	The Management Board shall consist of one or more members. Both individuals and legal entities can be Management Board members.
12.2	Management Board members are appointed by the Shareholders’ Body.
12.3	A Management Board member may be suspended or dismissed by the Shareholders’ Body at any time.
12.4	The authority to establish remuneration and other conditions of employment for Management Board members is vested in the Shareholders’ Body.

Article 13. Duties, Decision-making Process and Allocation of Duties.

13.1	The Management Board shall be entrusted with the management of the Company.
13.2	When making Management Board resolutions, each Management Board member may cast one vote.
13.3	All resolutions of the Management Board shall be adopted by more than half of the votes cast.

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13.4	Management Board resolutions may at all times be adopted outside of a meeting, in writing or otherwise, provided the proposal concerned is submitted to all Management Board members then in office and none of them objects to this manner of adopting resolutions. Adoption of resolutions in writing shall be effected by written statements from all Management Board members then in office.
13.5	Resolutions of the Management Board shall be recorded in a minute book that shall be kept by the Management Board.
13.6	The Management Board may establish further rules regarding its decision-making process and working methods. In this context, the Management Board may also determine the duties for which each Management Board member in particular shall be responsible. The Shareholders’ Body may decide that such rules and allocation of duties must be put in writing and that such rules and allocation of duties shall be subject to its approval.

Article 14. Representation; Conflicts of Interest.

14.1	The Company shall be represented by the Management Board. Each Management Board member shall also be authorized to represent the Company.
14.2	The Management Board may appoint officers with general or limited power to represent the Company. Each officer shall be competent to represent the Company, subject to the restrictions imposed on him. The Management Board shall determine each officer’s title. Such officers may be registered at the Commercial Register, indicating the scope of their power to represent the Company. The authority of an officer thus appointed may not extend to any transaction where the Company has a conflict of interest with the officer concerned or with one or more Management Board members.
14.3	In the event of a conflict of interest between the Company and one or more Management Board members, the provisions of Article 14.1 shall continue to apply unimpaired unless the Shareholders’ Body has appointed one or more other persons to represent the Company in the case at hand or in general in the event of such a conflict. A resolution of the Management Board with respect to a matter involving a conflict of interest with one or more Management Board members in a private capacity shall be subject to the approval of the Shareholders’ Body, but the absence of such approval shall not affect the authority of the Management Board or its members to represent the Company.

Article 15. Approval of Management Board Resolutions.

15.1	The Shareholders’ Body may require Management Board resolutions to be subject to its approval. The Management Board shall be notified in writing of such resolutions, which shall be clearly specified.
15.2	The absence of approval by the Shareholders’ Body of a resolution as referred to in this Article 15 shall not affect the authority of the

8

                    

Management Board or its members to represent the Company.

Article 16. Vacancy or Inability to Act.

If a seat is vacant on the Management Board (ontstentenis) or a Management Board member is unable to perform his duties (belet), the remaining Management Board members or member shall be temporarily entrusted with the management of the Company. If all seats in the Management Board are vacant or all Management Board members or the sole Management Board member, as the case may be, are unable to perform their duties, the management of the Company shall be temporarily entrusted to one or more persons designated for that purpose by the Shareholders’ Body.

Article 17. Financial Year and Annual Accounts.

17.1	The Company’s financial year shall be the calendar year.
17.2	Annually, not later than five months after the end of the financial year, unless by reason of special circumstances this period is extended by the Shareholders’ Body by not more than six months, the Management Board shall prepare annual accounts and deposit the same for inspection by the Shareholders at the Company’s office.
17.3	Within the same period, the Management Board shall also deposit the annual report for inspection by the Shareholders, unless Section 2:396, subsection 6 or Section 2:403 of the Dutch Civil Code applies to the Company.
17.4	The annual accounts shall consist of a balance sheet, a profit and loss account and explanatory notes.
17.5	The annual accounts shall be signed by the Management Board members. If the signature of one or more of them is missing, this shall be stated and reasons for this omission shall be given.
17.6	The Company may, and if the law so requires shall, appoint an accountant to audit the annual accounts. Such appointment shall be made by the Shareholders’ Body.
17.7	The Shareholders’ Body shall adopt the annual accounts.
17.8	The Shareholders’ Body may grant full or limited discharge to the Management Board members for the management pursued.

Article 18. Profits and Distributions.

18.1	The allocation of profits accrued in a financial year shall be determined by the Shareholders’ Body. If the Shareholders’ Body does not adopt a resolution regarding the allocation of the profits prior to or at latest immediately after the adoption of the annual accounts, the profits will be reserved.
18.2	Distribution of profits shall be made after adoption of the annual accounts if permissible under the law given the contents of the annual accounts.
18.3	The Shareholders’ Body may resolve to make interim distributions on Shares and/or to make distributions on Shares at the expense of any reserve of the Company. In addition, the Management Board may decide to make interim distributions on Shares.

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18.4	Distributions on Shares shall be made payable immediately after the resolution to make the distribution, unless another date of payment has been determined in the resolution.
18.5	Distributions on Shares may be made only up to an amount which does not exceed the amount of the Distributable Equity.
18.6	In calculating the amount of any distribution on Shares, Sharesheld by the Company shall be disregarded.

Article 19. General Meetings of Shareholders.

19.1	The annual General Meeting of Shareholders shall be held within six months after the end of the financial year.
19.2	Other General Meetings of Shareholders shall be held as often as the Management Board deems such necessary.
19.3	Shareholders and/or persons with DRH-rights representing in the aggregate at least one-tenth of the Company’s issued capital may request the Management Board to convene a General Meeting of Shareholders, stating specifically the subjects to be discussed. If the Management Board has not given proper notice of a General Meeting of Shareholders within four weeks following receipt of such request such that the meeting can be held within six weeks after receipt of the request, the applicants shall be authorized to convene a meeting themselves.

Article 20. Notice, Agenda and Venue of Meetings.

20.1	Notice of General Meetings of Shareholders shall be given by the Management Board. Furthermore, notice of General Meetings of Shareholders may be given by persons to whom voting rights to Shares accrue representing in the aggregate at least half of the Company’s issued capital, without prejudice to the provisions of Article 19.3.
20.2	Notice of the meeting shall be given no later than on the fifteenth day prior to the day of the meeting.
20.3	The notice of the meeting shall specify the subjects to be discussed. Subjects which were not specified in such notice may be announced at a later date, with due observance of the term referred to in Article 20.2.
20.4	A subject for discussion of which discussion has been requested in writing not later than thirty days before the day of the meeting by one or more Shareholders and/or persons with DRH-rights who individually or jointly represent at least one percent of the Company’s issued capital, shall be included in the notice or shall be notified in the same way as the other subjects for discussion, provided that no important interest (zwaarwichtig belang) of the Company dictates otherwise.
20.5	The notice of the meeting shall be sent to the addresses of the Shareholders and the persons with DRH-rights shown in the register of Shareholders and the register of depositary receipt holders.
20.6	General Meetings of Shareholders are held in the municipality in which, according to these Articles of Association, the Company has its official seat. General Meetings of Shareholders may also be held elsewhere, but

10

                    

in that case valid resolutions of the Shareholders’ Body may only be adopted if all of the Company’s issued capital is represented and each person with DRH-rights has been duly convened.

Article 21. Admittance and Rights at Meetings.

21.1	Each Shareholder and each person with DRH-rights shall be entitled to attend the General Meetings of Shareholders, to address the meeting and, if the voting rights accrue to him, to exercise his voting rights. Shareholders and persons with DRH-rights may be represented in a meeting by a proxy authorized in writing.
21.2	At a meeting, each person present with voting rights must sign the attendance list. The chairperson of the meeting may decide that the attendance list must also be signed by other persons present at the meeting.
21.3	The Management Board members shall, as such, have the right to give advice in the General Meetings of Shareholders.
21.4	The chairperson of the meeting shall decide on the admittance of other persons to the meeting.

Article 22. Chairperson and Secretary of the Meeting.

22.1	The chairperson of a General Meeting of Shareholders shall be appointed by more than half of the votes cast by the persons with voting rights present at the meeting. Until such appointment is made, a Management Board member shall act as chairperson, or, if no Management Board member is present at the meeting, the eldest person present at the meeting shall act as chairperson.
22.2	The chairperson of the meeting shall appoint a secretary for the meeting.

Article 23. Minutes; Recording of Shareholders’ Resolutions.

23.1

The secretary of a General Meeting of Shareholders shall keep minutes of the proceedings at the meeting. The minutes shall be adopted by the chairperson and the secretary of the meeting and as evidence thereof shall be signed by them.

23.2

The Management Board shall keep record of all resolutions adopted by the Shareholders’ Body. If the Management Board is not represented at a meeting, the chairperson of the meeting shall ensure that the Management Board is provided with a transcript of the resolutions adopted, as soon as possible after the meeting. The records shall be deposited at the Company’s office for inspection by the Shareholders and the persons with DRH-rights. On application, each of them shall be provided with a copy of or an extract from the records.

Article 24. Adoption of Resolutions in a Meeting.

24.1	Each Share confers the right to cast one vote.
24.2	To the extent that the law or these Articles of Association do not require a qualified majority, all resolutions of the Shareholders’ Body shall be adopted by more than half of the votes cast.
24.3	If there is a tie in voting, the proposal shall be deemed to have been

11

                    

	rejected.
24.4	If the formalities for convening and holding of General Meetings of Shareholders, as prescribed by law or these Articles of Association, have not been complied with, valid resolutions of the Shareholders’ Body may only be adopted in a meeting, if in such meeting all of the Company’s issued capital is represented and such resolution is carried by unanimous vote and each person with DRH-rights is present or represented.
24.5	In the Shareholders’ Body, no voting rights may be exercised for any Share held by the Company or a subsidiary, nor for any Share for which the Company or a subsidiary holds the depositary receipts. However, pledgees and usufructuaries of Shares owned by the Company or a subsidiary are not excluded from exercising the voting rights, if the right of pledge or the usufruct was created before the Share was owned by the Company or such subsidiary. The Company or a subsidiary may not exercise voting rights for a Share in which it holds a right of pledge or a usufruct.

Article 25. Adoption of Resolutions without holding Meetings.

25.1	Resolutions of the Shareholders’ Body may also be adopted in writing without holding a General Meeting of Shareholders, provided they are adopted by the unanimous vote of all Shareholders entitled to vote. The provision of Article 21.3 shall apply by analogy. Adoption of resolutions outside of meetings shall not be permissible if there are persons with DRH-rights.
25.2	Each Shareholder must ensure that the Management Board is informed of the resolutions thus adopted as soon as possible in writing. The Management Board shall keep record of the resolutions adopted and it shall add such records to those referred to in Article 23.2.

Article 26. Amendment of the Articles of Association.

The Shareholders’ Body may resolve to amend these Articles of Association. When a proposal to amend these Articles of Association is to be made at a General Meeting of Shareholders, the notice of such meeting must state so and a copy of the proposal, including the verbatim text thereof, shall be deposited and kept available at the Company’s office for inspection by the Shareholders and the persons with DRH-rights, until the conclusion of the meeting.

Article 27. Dissolution and Liquidation.

27.1	The Company may be dissolved pursuant to a resolution to that effect by the Shareholders’ Body. When a proposal to dissolve the Company is to be made at a General Meeting of Shareholders, this must be stated in the notice of such meeting.
27.2	If the Company is dissolved pursuant to a resolution of the Shareholders’ Body, the Management Board members shall become liquidators of the dissolved Company’s property. The Shareholders’ Body may decide to appoint other persons as liquidators.
27.3	During liquidation, the provisions of these Articles of Association shall

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	remain in force to the extent possible.
27.4	The balance remaining after payment of the debts of the dissolved Company shall be transferred to the Shareholders in proportion to the aggregate nominal value of the Shares held by each.
27.5	In addition, the liquidation shall be subject to the relevant provisions of Book 2, Title 1, of the Dutch Civil Code.

Article 28. Transitory Provision.

The first financial year of the Company shall end on the thirty-first day of December two thousand five. This article shall cease to exist after the end of the first financial year.

Final Statements.

Finally, the person appearing has declared:

a.

at the incorporation the issued Share capital amounts to eighteen thousand Euro (EUR 18,000), divided into eighteen thousand (18,000) Shares of one Euro (EUR 1) each, the numbers 1 through 18,000 (hereinafter: the “Issued Shares”). All of the Issued Shares are hereby subscribed for by the Incorporator. The Issued Shares are issued at par. The Issued Shares have been paid for in cash. Payment in foreign currency was permitted. The documents which must be attached by virtue of Section 2:203a of the Dutch Civil Code have been attached to this deed (Annex II). The Company hereby accepts the payments made for the Issued Shares.

b.

the first members of the management board are:

1.	Kenneth Yeh-Kang Hao, born in Brooklyn, New York, United States of America, on the eleventh day of September, nineteen hundred and sixty-eight, residing at 16 Farm Lane, Hillsborough, California 91010, United States of America;
2.	Adam Herbert Clammer, born in Laguna Beach, California, United States of America, on the twentieth day of August, nineteen hundred and seventy, residing at 1450 Green Street #8, San Francisco, California, United States of America; and
3.	Jean-Marc Pesnel, born in Dugny, France, on the twenty-seventh day of November, nineteen hundred and fifty-nine, residing at 25 rue Berthier, 78000 Versailles, France.

Declaration of No Objection.

The ministerial Declaration of no Objection was granted on the twenty-seventh day of September, two thousand five, under number B.V. 1339851, as stated in the written Declaration of the Ministry of Justice, which has been attached to this instrument (Annex III).

End.

The person appearing is known to me, civil law notary.

This deed was executed in Amsterdam, the Netherlands, on the date stated in the first paragraph of this deed. The contents of the deed have been stated and clarified to the person appearing. The person appearing has declared not to

13

                    

wish the deed to be fully read out, to have noted the contents of the deed timely before its execution and to agree with the contents. After limited reading, this deed was signed first by the person appearing and thereafter by me, civil law notary.

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NOTE ABOUT TRANSLATION

This is a fair English translation of the Deed of incorporation of:

Argos Wireless Netherlands B.V., having its registered offices in Amsterdam, the Netherlands.

Argos Wireless Netherlands B.V. (the “Company”) is a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) organized under the laws of the Netherlands. The Company has its office address at Naritaweg 165, Telestone 8, 1043 BW Amsterdam, the Netherlands. The Company is currently registered with the Commercial Register of the Chamber of Commerce and Industry for Amsterdam under number 34233883.

In preparing the English translation of the deed of incorporation of the Company, an attempt has been made to translate as literally as possible without jeopardising the overall continuity of the text. Inevitably, however, differences may occur in translation, and if they do, the official Dutch text will by law govern. In this translation, Dutch legal concepts are expressed in English terms and not in their original Dutch terms; the concepts concerned may not be identical to concepts described by the English terms as such terms may be understood under the laws of other jurisdictions.

Loyens & Loeff N.V.

EX-3.42

Exhibit-3.42

[Translation]

MAIL ADDRESS	Postbus 71170 1008 BD AMSTERDAM
ADDRESS	Forum Fred. Roeskestraat 100 1076 ED AMSTERDAM
TELEPHONE	+31 (0)20-578 5785
FAX	+31 (0)20-578 5800
INTERNET	www.loyensloeff.com

AMENDMENT TO THE ARTICLES OF ASSOCIATION of:

Avago Technologies Wireless Holdings B.V.,
having its registered offices in Amsterdam

August 30, 2006.

CONTENTS:

– True copy of the deed of amendment to the Articles of Association of Avago Technologies Wireless Holdings B.V., having its registered offices in Amsterdam, the Netherlands (the “Company”), executed before R. van Bork, civil law notary in Amsterdam, the Netherlands, on August 30, 2006;

– English office translation of the deed of amendment to the Articles of Association of the Company;

– shareholders’ resolution dated August 17, 2006;

– declaration of no objections;

– consecutive text of the articles of association of the Company;

– English office translation of the consecutive text of the articles of association of the Company.

Loyens & Loeff N.V. is gevestigd te Rotterdam en staat ingeschreven in het handelsregister bij de Kamer van Koophandel en Fabrieken onder nummer 24370566. Uitsluitend Loyens & Loeff N.V. geldt als opdrachtnemer. Op haar dienstverlening zijn haar Algemene Voorwaarden van loepassing, waarin onder meer een beperking van de aansprakelijkheid en een aanwijzing van de bevoegde rechter is opgenomen. Deze Algemene Voorwaarden staan afgedrukt op de achterkant van deze pagina en zijn eveneens te raadplegen via www.loyensloeff.com. Deze voorwaarden zijn op 1 januari 2005 gedeponeerd ter griffie van de rechtbank te Rotterdam onder nummer 142/2004.

AMSTERDAM • ANTWERPEN • ARNHEM • BRUSSEL • EINDHOVEN • LUXEMBURG • ROTTERDAM • ARUBA CURAÇAO
• FRANKFURT • GENEVE • LONDEN • NEW YORK • PARIJS • SINGAPORE • TOKIO • ZURICH

1

Execution copy

AMENDMENT TO THE ARTICLES OF ASSOCIATION
(Avago Technologies Wireless Holdings B.V.)

This thirtieth day of August, two thousand and six, there appeared before me, Rudolf van Bork, civil law notary officiating in Amsterdam, the Netherlands:

Jan Hendrik Gerrit Visser, with office address at Fred. Roeskestraat 100, 1076 ED Amsterdam, the Netherlands born in Zeist, the Netherlands, on the eleventh day of February nineteen hundred and eighty-one.

The person appearing declared the following:

on the seventeenth day of August, two thousand and six (August 17, 2006), the general meeting of shareholders of Avago Technologies Wireless Holdings B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) organized under the laws of the Netherlands, having its registered offices in Amsterdam, the Netherlands, and its principal place of business at Naritaweg 165, Telestone 8, 1043 BW Amsterdam, the Netherlands, registered with the Commercial Register of the Chamber of Commerce and Industries for Amsterdam under number 34233883 (the “Company”), resolved to partially amend the Articles of Association of the Company, as well as to authorize the person appearing to have this deed executed. The adoption of such resolutions is evidenced by a copy of the shareholder’s resolution attached to this deed (Annex I).

Furthermore, the person appearing declared that the Articles of Association of the Company were most recently partially amended by a deed executed before a substitute of R. van Bork, civil law notary officiating in Amsterdam, on the third day of February, two thousand and six (February 3, 2006), with respect to which a ministerial Statement of No Objections was granted on the first day of February, two thousand and six (February 1, 2006), under number B.V. 1339851. The Articles of Association of the Company have not been amended since then.

In implementing the aforementioned resolution, the Articles of Association of the Company are hereby partially amended as follows.

2

Amendment A.

Article 12 paragraph 1 is amended and shall read as follows:

“1.	The Board of Managing Directors of the Company shall consists of one or more managing directors A and one or more managing directors B. The term managing director(s) in these Articles means both managing director(s) A as well as managing director(s) B unless the contrary in apparent.
	Only residents of the Netherlands can be appointed as managing directors B.”

Amendment B.

Article 14 paragraph 1 and 2 are amended and shall read as follows:

“1.

The Board of Managing Directors shall represent the Company. The authority to represent the Company shall also be vested in a managing director A and a managing director B, when acting jointly.

2.

In the event of a conflict of interest between the Company and one or more members of the Board of Managing Directors, the provisions of article 14.1 shall continue to apply unimpaired unless the general meeting has appointed one or more other persons to represent the Company in the case at hand or in general in the event of such a conflict. A resolution of the Board of Managing Directors with respect to a matter involving a conflict of interest with one or more members of the Board of Managing Directors in a private capacity shall be subject to the approval of the general meeting, but the absence of such approval shall not affect the authority of the members of the Board of Managing Directors or its members to represent the Company.”

Amendment C.

Article 16 is amended and shall read as follows:

“1

If a seat is vacant on the Board of Managing Directors (ontstentenis) or a managing director is unable to perform his duties (belet), the remaining managing directors or managing director shall be temporarily entrusted with the management of the Company, provided that at least one managing director A and one management director B are not absent or prevented from performing their duties.

2

If all members of the Board of Managing Directors or the sole managing director of a certain class are absent or prevented from performing their duties, the person appointed for that purpose by the general meeting of shareholders shall be temporarily entrusted with the management of the Company together with the managing director or the managing directors of the other class, or together with the person appointed by the general meeting of shareholders for the purpose of being temporarily entrusted with the management of the Company.”

Statement Of No Objections.

With respect the foregoing amendment of the Articles of Association, a ministerial Statement of No Objections of the Dutch Ministry of Justice was granted on the twenty-eighth day of August, two thousand and six (August 28, 2006), under number B.V. 1339851, which is evidenced by a written statement from the Dutch Ministry of Justice attached to this deed (Annex II).

3

End.

The person appearing is known to me, civil law notary.

This deed was executed in Amsterdam, the Netherlands, on the date stated in the first paragraph of this deed. The contents of the deed have been stated and clarified to the person appearing. The person appearing has declared not to wish the deed to be fully read out, to have noted the contents of the deed timely before its execution and to agree with the contents. After limited reading, this deed was signed first by the person appearing and thereafter by me, civil law notary.

(Was signed: J.H.G. Visser; R. van Bork)

ISSUED FOR TRUE COPY

4

NOTE ABOUT TRANSLATION

This is a fair English translation of the deed of amendment to the Articles of Association of:

Avago Technologies Wireless Holdings B.V, having its official seat in Amsterdam, the Netherlands (the “Company”).

The Company is a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) under the laws of the Netherlands. The Company has its office address at Naritaweg 165, 1043 BW Amsterdam. The Company is currently registered at the Commercial Register of the Chamber of Commerce and Industry under registration number 34233883.

In preparing the English translation of the deed of amendment to the Articles of Association of the Company, an attempt has been made to translate as literally as possible without jeopardizing the overall continuity of the text. Inevitably, however, differences may occur in translation, and if they do, the official Dutch text will by law govern. In this translation, Dutch legal concepts are expressed in English terms and not in their original Dutch terms; the concepts concerned may not be identical to concepts described by the English terms as such terms may be understood under the laws of other jurisdictions.

Loyens & Loeff N.V.

SHAREHOLDERS RESOLUTION
in lieu of an
Extraordinary Meeting of Shareholders of

AVAGO TECHNOLOGIES WIRELESS HOLDINGS B.V.

The undersigned,

Avago Technologies Wireless IP (Singapore) Pte. Ltd.,

a company existing under the laws of Singapore, with its corporate seat in Singapore, having its registered office at No. 1 Yishun Avenue 7, Singapore 768923, Singapore, in its capacity of sole shareholder of

Avago Technologies Wireless Holdings B.V.,

a private company with limited liability, incorporated and existing under the laws of the Netherlands, with its corporate seat in Amsterdam, having its registered office at Naritaweg 165, 1043 BW Amsterdam, the Netherlands (hereinafter referred to as “the Company”);

WHEREAS:

(i)	no shares in the Company have been pledged or are subject to a right of usufruct (“vruchtgebruik”) or any other right, lien or encumbrance;
(ii)	no depositary receipts (“certificaten”) have been issued in co-operation with the Company for shares in its capital;
(iii)	pursuant to section 2:238 of the Netherlands Civil Code and article 25.1 of the Company’s articles of association the General Meeting of Shareholders of the Company can adopt valid resolutions without a formal meeting being held, provided this is done in writing and provided such resolutions are adopted unanimously by all shareholders;
(iv)	the Company’s Managing Directors have been given the opportunity to advise on the resolutions herein;
(v)	the undersigned wishes to amend the Articles of Association of the Company in

	conformity with the draft Deed of Amendment of the Articles of Association prepared by Loyens & Loeff N.V., (advocates, tax advisors and civil law notaries); and to authorize each member of the Management Board of the Company and also each civil law notary, each deputy civil law notary and each paralegal of Loyens & Loeff N.V. (advocates, tax advisors and civil law notaries), severally, to apply to the Dutch Ministry of Justice for the Statement of No Objections and have the Deed of Amendment of the Articles of Association executed;
(vi)	the undersigned wishes to accept the resignation of Bryan Thomas Ingram as Director of the Company as per the date of the execution of the amendment of the Articles of Association of the Company and to grant him a discharge from liability in respect of the performance of his duties as Director of the Company;
(vii)	the undersigned wishes to appoint Trust International Management (T.I.M.) B.V., Europe Management Company B.V. and Management Company Strawinsky B.V. as new Directors B of the Company B as per the date of the execution of the amendment of the Articles of Association of the Company;
(viii)	the undersigned wishes to categorise the current Directors, Mr. Jean-Marc Pesnel, Mr. Rex Jackson and Ms. Maria de Las Mercedes Johnson as Directors A of the Company as per the date of the execution of the amendment of the Articles of Association of the Company.

HEREBY RESOLVES:

1. to amend the Articles of Association of the Company in conformity with the draft Deed of Amendment of the Articles of Association prepared by Loyens & Loeff N.V., (advocates, tax advisors and civil law notaries); and to authorize each member of the Management Board of the Company and also each civil law notary, each deputy civil law notary and each paralegal of Loyens & Loeff N.V. (advocates, tax advisors and civil law notaries), severally, to apply to the Dutch Ministry of Justice for the Statement of No Objections and have the Deed of Amendment of the Articles of Association executed;

2.	to accept the resignation of Bryan Thomas Ingram as Director of the Company with effect as per the date of the execution of the amendment of the Articles of Association of the Company;
3.	to grant Bryan Thomas Ingram a discharge from liability in respect of the performance of his duties as Director of the Company;
4.	to appoint Trust International Management (T.I.M.) B.V., Europe Management Company B.V. and Management Company Strawinsky B.V. as Directors B of the Company as per the date of the execution of the amendment of the Articles of Association of the Company;
5.	to categorise the current Directors, Mr. Jean-Marc Pesnel, Mr. Rex Jackson and Ms. Maria de Las Mercedes Johnson as Directors A of the Company as per the date of the amendment of the Articles of Association of the Company.

IN WITNESS WHEREOF this resolution was signed August 17, 2006.

Avago Technologies Wireless IP (Singapore) Pte. Ltd.,

/s/ Rex Jackson By: Rex Jackson

As: Director

1

English translation of the articles of association

AVAGO TECHNOLOGIES WIRELESS HOLDINGS B.V.

ARTICLES OF ASSOCIATION

In this English office translation of the articles of association of Avago Technologies Wireless Holdings B.V. an endeavour has been made to translate as literally as possible without jeopardising the overall continuity of the text. Inevitably, however, differences can occur in translation and in that case, the Dutch text will govern by law. In this translation, Dutch legal concepts are expressed in English terms. These concepts may not be identical to those described by the English terms given that such terms could be construed otherwise under the laws of other jurisdictions.

The articles of association of Avago Technologies Wireless Holdings B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakel/ijkheid), were lately partially amended by notarial deed executed before R. van Bork, civil law notary in Amsterdam, the Netherlands, on August 30, 2006. The Statement of No Objections from the Dutch Ministry of Justice was granted on August 28, 2006, under number B.V. 1339851.

Avago Technologies Wireless Holdings B.V. has its registered offices in Amsterdam, the Netherlands, and its principal place of business at Naritaweg 165, Telestone 8, 1043 BW Amsterdam, the Netherlands. Avago Technologies Holdings B.V. is currently registered with the Commercial Register of the Chamber of Commerce and Industry for Amsterdam under number 34233883.

Loyens & Loeff N.V.

2

ARTICLES OF ASSOCIATION:

Article 1. Definitions.

1.1 In these Articles of Association the following words shall have the following meanings:

a.	a “Share”:
	a share in the capital of the Company;
b.	a “Shareholder”:
	a holder of one or more Shares;
c.	the “Shareholders’ Body”:
	the body of the Company consisting of Shareholders entitled to vote together with pledgees and usufructuaries to whom voting rights attributable to Shares accrue;
d.	a “General Meeting of Shareholders”:
	a meeting of Shareholders and other persons entitled to attend meetings of Shareholders;
e.	“DRH-rights”:
	the rights conferred by law upon holders of depositary receipts issued with a company’s cooperation for shares in its capital;
f.	the “Management Board”:
	the management board of the Company;
g.	“in writing”:
	by letter, by telecopier, by e-mail, or by message which is transmitted via any other current means of communication and which can be received in the written form, provided that the identity of the sender can be sufficiently established;
h.	the “Distributable Equity”:
	the part of the Company’s equity which exceeds the aggregate of the issued capital and the reserves which must be maintained pursuant to the law;
i.	a “Company Body”:
	the Management Board or the Shareholders’ Body.

1.2 References to Articles shall be deemed to refer to articles of these Articles of Association, unless the contrary is apparent.

Article 2. Name and Official Seat.

2.1	The Company’s name is:
	Avago Technologies Wireless Holdings B.V.
2.2	The official seat of the Company is in Amsterdam.

Article 3. Objects.

The objects of the Company are:

3

a.	to incorporate, to participate in any way whatsoever in, to manage and to supervise businesses and companies;
b.	to finance businesses and companies;
c.	to borrow, to lend and to raise funds, including the issue of bonds, promissory notes or other securities or evidence of indebtedness as well as to enter into agreements in connection with aforementioned activities;
d.	to render advice and services to businesses and companies with which the Company forms a group and to third parties;
e.	to grant guarantees, to bind the company and to pledge its assets for obligations of businesses and companies with which it forms a group and on behalf of third parties;
f.	to acquire, alienate, manage and exploit registered property and items of property in general;
g.	to trade in currencies, securities and items of property in general;
h.	to develop and trade in patents, trade marks, licenses, know-how and other industrial property rights;
i.	to perform any and all activities of an industrial, financial or commercial nature, and to do all that is connected therewith or may be conducive thereto, all to be interpreted in the broadest sense.

Article 4. Authorized Capital.

4.1	The authorized capital of the Company equals ninety thousand euro (EUR 90,000).
4.2	The authorized capital of the Company is divided into ninety thousand (90,000) Shares with a nominal value of one euro (EUR 1) each.
4.3	All Shares shall be registered. No share certificates shall be issued.

Article 5. Register of Shareholders and Register of Depositary Receipt Holders.

5.1	The Management Board shall keep a register of Shareholders in which the names and addresses of all Shareholders are recorded. The names and addresses of pledgees and usufructuaries of Shares shall also be entered in the register of Shareholders.
5.2	Section 2:194 of the Dutch Civil Code applies to the register of Shareholders.
5.3	If depositary receipts for Shares are issued with the cooperation of the Company, the Management Board shall also keep a register of depositary receipt holders in which the names and addresses of all holders of depositary receipts for Shares are recorded. The register of depositary receipt holders may be part of the register of Shareholders.

Article 6. Issuance of Shares.

6.1	Shares may be issued pursuant to a resolution of the Shareholders’ Body. The Shareholders’ Body may transfer this authority to another Company Body and may also revoke such transfer.
6.2	A resolution to issue Shares shall stipulate the issue price and the other conditions of issue.
6.3	Upon issuance of Shares, each Shareholder shall have a right of pre-emption in proportion to the aggregate nominal value of his Shares, subject to the relevant

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	limitations prescribed by law and the provision of Article 6.4.
6.4	Prior to each single issuance of Shares, the right of pre-emption may be limited or excluded by the Company Body competent to issue such Shares.
6.5	The provisions of Articles 6.1, 6.2, 6.3 and 6.4 shall apply by analogy to the granting of rights to subscribe for Shares, but do not apply to the issuance of Shares to a person exercising a right to subscribe for Shares previously granted.
6.6	The issue of a Share shall furthermore require a notarial deed, to be executed for that purpose before a civil law notary registered in the Netherlands, to which deed those involved in the issuance shall be parties.
6.7	The full nominal value of each Share must be paid upon issuance.

Article 7. Own Shares; Reduction of the Issued Capital.

7.1	The Company and its subsidiaries may acquire fully paid in Shares or depositary receipts thereof, with due observance of the limitations prescribed by law.
7.2	The Company may grant loans with a view to a subscription for or an acquisition of Shares or depositary receipts thereof, but not in excess of the amount of the Distributable Equity.
7.3	The Company shall maintain a non-distributable reserve up to the outstanding amount of the loans referred to in Article 7.2.
7.4	The Shareholders’ Body may resolve to reduce the Company’s issued capital in accordance with the relevant provisions prescribed by law.

Article 8. Transfer of Shares.

8.1	The transfer of a Share shall require a notarial deed, to be executed for that purpose before a civil law notary registered in the Netherlands, to which deed those involved in the transfer shall be parties.
8.2	Unless the Company itself is party to the legal act, the rights attributable to the Share can only be exercised after the Company has acknowledged said transfer or said deed has been served upon it in accordance with the relevant provisions of the law.

Article 9. Blocking Clause (approval Shareholders’ Body).

9.1

A transfer of one or more Shares can only be effected with due observance of the provisions set out in this Article 9, unless (i) all co-Shareholders have approved the intended transfer in writing, which approval shall then be valid for a period of three months, or (ii) the Shareholder concerned is obliged by law to transfer his Shares to a former Shareholder.

9.2

A Shareholder wishing to transfer one or more of his Shares (hereinafter: the “Applicant”) shall require the approval of the Shareholders’ Body for such transfer. The request for approval shall be made by the Applicant by means of a written notification to the Management Board, stating the number of Shares he wishes to transfer and the person or persons to whom the Applicant wishes to transfer such Shares. The Management Board shall be obliged to convene and to hold a General Meeting of Shareholders to discuss the request for

5

	approval within six weeks from the date of receipt of the request. The contents of such request shall be stated in the convocation.
9.3	Within a period of three months of the Shareholders’ Body granting the approval requested, the Applicant may transfer the total number of the Shares to which the request relates, and not part thereof, to the person or persons named in the request.
9.4	If:

a.	the Shareholders’ Body does not adopt a resolution regarding the request for approval within six weeks after the request has been received by the Management Board; or
b.	the approval has been refused without the Shareholders’ Body having informed the Applicant, at the same time as the refusal, of one or more interested parties who are prepared to purchase all the Shares to which the request for approval relates for payment in cash (hereinafter: “Interested Parties”),

	the approval requested shall be considered to have been granted, in the event mentioned under a on the final day of the six week period mentioned under a. The Company shall only be entitled to act as an Interested Party with the consent of the Applicant.
9.5	The Shares to which the request for approval relates can be purchased by the Interested Parties at a price to be mutually agreed between the Applicant and the Interested Parties or by one or more experts appointed by them. If they do not reach agreement on the price or the expert or experts, as the case may be, the price shall be set by one or more independent experts to be appointed on the request of one or more of the parties concerned by the chairman of the Chamber of Commerce and Factories at which the Company is registered in the Commercial Register. If an expert is appointed, he shall be authorized to inspect all books and records of the Company and to obtain all such information as will be useful to him in setting the price.
9.6	Within one month of the price being set, the Interested Parties must give notice to the Management Board of the number of the Shares to which the request for approval relates they wish to purchase. An Interested Party who fails to submit notice within said term shall no longer be counted as an Interested Party. Once the notice mentioned in the preceding sentence has been given, an Interested Party can only withdraw with the consent of the other Interested Parties.
9.7	The Applicant may withdraw up to one month after the day on which he is informed to which Interested Party or Parties he can sell all the Shares to which the request for approval relates and at what price.
9.8	All notifications and notices referred to in this Article 9 shall be made by certified mail or against acknowledgement of receipt. The convocation of the General Meeting of Shareholders shall be made in accordance with the relevant provisions of these Articles of Association.
9.9	All costs of the appointment of the expert or experts, as the case may be, and their determination of the price, shall be borne by:

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a.	the Applicant if he withdraws;
b.	the Applicant and the buyers for equal parts if the Shares have been purchased by one or more Interested Parties, provided that these costs shall be borne by the buyers in proportion to the number of Shares purchased;
c.	the Company, in cases not provided for under a or b.

Article 10. Pledging of Shares and Usufruct in Shares.

10.1	The provisions of Article 8 shall apply by analogy to the pledging of Shares and to the creation or transfer of a usufruct in Shares.
10.2	On the creation of a right of pledge in a Share and on the creation or transfer of a usufruct in a Share, the voting rights attributable to such Share may be assigned to the pledgee or the usufructuary, with due observance of the relevant provisions of the law.
10.3	Both the Shareholder without voting rights and the pledgee or usufructuary with voting rights shall have the DRH-rights. The DRH-rights may also be granted to the pledgee or usufructuary without voting rights, but only if the Shareholders’ Body has approved the same and with due observance of the relevant provisions of the law.

Article 11. Depositary Receipts for Shares.

The Company may cooperate in the issuance of registered depositary receipts for Shares, but pursuant to a resolution to that effect of the Shareholders’ Body only. Each holder of such depositary receipts shall have the DRH-rights.

Article 12. Management Board Members.

12.1	The Board of Managing Directors of the Company shall consists of one or more managing directors A and one or more managing directors B. The term managing director(s) in these Articles means both managing director(s) A as well as managing director(s) B unless the contrary in apparent. Only residents of the Netherlands can be appointed as managing directors B.
12.2	Management Board members are appointed by the Shareholders’ Body.
12.3	A Management Board member may be suspended or dismissed by the Shareholders’ Body at any time.
12.4	The authority to establish remuneration and other conditions of employment for Management Board members is vested in the Shareholders’ Body.

Article 13. Duties, Decision-making Process and Allocation of Duties.

13.1	The Management Board shall be entrusted with the management of the Company.
13.2	When making Management Board resolutions, each Management Board member may cast one vote.
13.3	All resolutions of the Management Board shall be adopted by more than half of the votes cast.
13.4	Management Board resolutions may at all times be adopted outside of a meeting, in writing or otherwise, provided the proposal concerned is submitted to all Management Board members then in office and none of them objects to this manner of adopting resolutions. Adoption of resolutions in writing shall be

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effected by written statements from all Management Board members then in office.

13.5

Resolutions of the Management Board shall be recorded in a minute book that shall be kept by the Management Board.

13.6

The Management Board may establish further rules regarding its decision-making process and working methods. In this context, the Management Board may also determine the duties for which each Management Board member in particular shall be responsible. The Shareholders’ Body may decide that such rules and allocation of duties must be put in writing and that such rules and allocation of duties shall be subject to its approval.

Article 14. Representation; Conflicts of Interest.

14.1	The Board of Managing Directors shall represent the Company. The authority to represent the Company shall also be vested in a managing director A and a managing director B, when acting jointly.
14.2.	In the event of a conflict of interest between the Company and one or more members of the Board of Managing Directors, the provisions of article 14.1 shall continue to apply unimpaired unless the general meeting has appointed one or more other persons to represent the Company in the case at hand or in general in the event of such a conflict. A resolution of the Board of Managing Directors with respect to a matter involving a conflict of interest with one or more members of the Board of Managing Directors in a private capacity shall be subject to the approval of the general meeting, but the absence of such approval shall not affect the authority of the members of the Board of Managing Directors or its members to represent the Company.
14.3	In the event of a conflict of interest between the Company and one or more Management Board members, the provisions of Article 14.1 shall continue to apply unimpaired unless the Shareholders’ Body has appointed one or more other persons to represent the Company in the case at hand or in general in the event of such a conflict. A resolution of the Management Board with respect to a matter involving a conflict of interest with one or more Management Board members in a private capacity shall be subject to the approval of the Shareholders’ Body, but the absence of such approval shall not affect the authority of the Management Board or its members to represent the Company.

Article 15. Approval of Management Board Resolutions.

15.1	The Shareholders’ Body may require Management Board resolutions to be subject to its approval. The Management Board shall be notified in writing of such resolutions, which shall be clearly specified.
15.2	The absence of approval by the Shareholders’ Body of a resolution as referred to in this Article 15 shall not affect the authority of the Management Board or its members to represent the Company.

Article 16. Vacancy or Inability to Act.

16.1 If a seat is vacant on the Board of Managing Directors (ontstentenis) or a managing director is unable to perform his duties (belet), the remaining managing directors or managing director shall be temporarily entrusted with the

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management of the Company, provided that at least one managing director A and one management director B are not absent or prevented from performing their duties.

16.2

if all members of the Board of Managing Directors or the sole managing director of a certain class are absent or prevented from performing their duties, the person appointed for that purpose by the general meeting of shareholders shall be temporarily entrusted with the management of the Company together with the managing director or the managing directors of the other class, or together with the person appointed by the general meeting of shareholders for the purpose of being temporarily entrusted with the management of the Company.

Article 17. Financial Year and Annual Accounts.

17.1	The Company’s financial year shall run from the first day of November up to and including the thirty-first day of October of the following year.
17.2	Annually, not later than five months after the end of the financial year, unless by reason of special circumstances this period is extended by the Shareholders’ Body by not more than six months, the Management Board shall prepare annual accounts and deposit the same for inspection by the Shareholders at the Company’s office.
17.3	Within the same period, the Management Board shall also deposit the annual report for inspection by the Shareholders, unless Section 2:396, subsection 6 or Section 2:403 of the Dutch Civil Code applies to the Company.
17.4	The annual accounts shall consist of a balance sheet, a profit and loss account and explanatory notes.
17.5	The annual accounts shall be signed by the Management Board members. If the signature of one or more of them is missing, this shall be stated and reasons for this omission shall be given.
17.6	The Company may, and if the law so requires shall, appoint an accountant to audit the annual accounts. Such appointment shall be made by the Shareholders’ Body.
17.7	The Shareholders’ Body shall adopt the annual accounts.
17.8	The Shareholders’ Body may grant full or limited discharge to the Management Board members for the management pursued.

Article 18. Profits and Distributions.

18.1	The allocation of profits accrued in a financial year shall be determined by the Shareholders’ Body. If the Shareholders’ Body does not adopt a resolution regarding the allocation of the profits prior to or at latest immediately after the adoption of the annual accounts, the profits will be reserved.
18.2	Distribution of profits shall be made after adoption of the annual accounts if permissible under the law given the contents of the annual accounts.
18.3	The Shareholders’ Body may resolve to make interim distributions on Shares and/or to make distributions on Shares at the expense of any reserve of the Company. In addition, the Management Board may decide to make interim distributions on Shares.
18.4	Distributions on Shares shall be made payable immediately after the resolution

9

	to make the distribution, unless another date of payment has been determined in the resolution.
18.5	Distributions on Shares may be made only up to an amount which does not exceed the amount of the Distributable Equity.
18.6	In calculating the amount of any distribution on Shares, Shares held by the Company shall be disregarded.

Article 19. General Meetings of Shareholders.

19.1	The annual General Meeting of Shareholders shall be held within six months after the end of the financial year.
19.2	Other General Meetings of Shareholders shall be held as often as the Management Board deems such necessary.
19.3	Shareholders and/or persons with DRH-rights representing in the aggregate at least one-tenth of the Company’s issued capital may request the Management Board to convene a General Meeting of Shareholders, stating specifically the subjects to be discussed. If the Management Board has not given proper notice of a General Meeting of Shareholders within four weeks following receipt of such request such that the meeting can be held within six weeks after receipt of the request, the applicants shall be authorized to convene a meeting themselves.

Article 20. Notice, Agenda and Venue of Meetings.

20.1	Notice of General Meetings of Shareholders shall be given by the Management Board. Furthermore, notice of General Meetings of Shareholders may be given by persons to whom voting rights to Shares accrue representing in the aggregate at least half of the Company’s issued capital, without prejudice to the provisions of Article 19.3.
20.2	Notice of the meeting shall be given no later than on the fifteenth day prior to the day of the meeting.
20.3	The notice of the meeting shall specify the subjects to be discussed. Subjects which were not specified in such notice may be announced at a later date, with due observance of the term referred to in Article 20.2.
20.4	A subject for discussion of which discussion has been requested in writing not later than thirty days before the day of the meeting by one or more Shareholders and/or persons with DRH-rights who individually or jointly represent at least one percent of the Company’s issued capital, shall be included in the notice or shall be notified in the same way as the other subjects for discussion, provided that no important interest (zwaarwichtig belang) of the Company dictates otherwise.
20.5	The notice of the meeting shall be sent to the addresses of the Shareholders and the persons with DRH-rights shown in the register of Shareholders and the register of depositary receipt holders.
20.6	General Meetings of Shareholders are held in the municipality in which, according to these Articles of Association, the Company has its official seat. General Meetings of Shareholders may also be held elsewhere, but in that case valid resolutions of the Shareholders’ Body may only be adopted if all of the

10

Company’s issued capital is represented and each person with DRH-rights has been duly convened.

Article 21. Admittance and Rights at Meetings.

21.1	Each Shareholder and each person with DRH-rights shall be entitled to attend the General Meetings of Shareholders, to address the meeting and, if the voting rights accrue to him, to exercise his voting rights. Shareholders and persons with DRH-rights may be represented in a meeting by a proxy authorized in writing.
21.2	At a meeting, each person present with voting rights must sign the attendance list. The chairperson of the meeting may decide that the attendance list must also be signed by other persons present at the meeting.
21.3	The Management Board members shall, as such, have the right to give advice in the General Meetings of Shareholders.
21.4	The chairperson of the meeting shall decide on the admittance of other persons to the meeting.

Article 22. Chairperson and Secretary of the Meeting.

22.1	The chairperson of a General Meeting of Shareholders shall be appointed by more than half of the votes cast by the persons with voting rights present at the meeting. Until such appointment is made, a Management Board member shall act as chairperson, or, if no Management Board member is present at the meeting, the eldest person present at the meeting shall act as chairperson.
22.2	The chairperson of the meeting shall appoint a secretary for the meeting.

Article 23. Minutes; Recording of Shareholders’ Resolutions.

23.1

The secretary of a General Meeting of Shareholders shall keep minutes of the proceedings at the meeting. The minutes shall be adopted by the chairperson and the secretary of the meeting and as evidence thereof shall be signed by them.

23.2

The Management Board shall keep record of all resolutions adopted by the Shareholders’ Body. If the Management Board is not represented at a meeting, the chairperson of the meeting shall ensure that the Management Board is provided with a transcript of the resolutions adopted, as soon as possible after the meeting. The records shall be deposited at the Company’s office for inspection by the Shareholders and the persons with DRH-rights. On application, each of them shall be provided with a copy of or an extract from the records.

Article 24. Adoption of Resolutions in a Meeting.

24.1	Each Share confers the right to cast one vote.
24.2	To the extent that the law or these Articles of Association do not require a qualified majority, all resolutions of the Shareholders’ Body shall be adopted by more than half of the votes cast.
24.3	If there is a tie in voting, the proposal shall be deemed to have been rejected.
24.4	If the formalities for convening and holding of General Meetings of Shareholders, as prescribed by law or these Articles of Association, have not been complied with, valid resolutions of the Shareholders’ Body may only be

11

adopted in a meeting, if in such meeting all of the Company’s issued capital is represented and such resolution is carried by unanimous vote and each person with DRH-rights is present or represented.

24.5

In the Shareholders’ Body, no voting rights may be exercised for any Share held by the Company or a subsidiary, nor for any Share for which the Company or a subsidiary holds the depositary receipts. However, pledgees and usufructuaries of Shares owned by the Company or a subsidiary are not excluded from exercising the voting rights, if the right of pledge or the usufruct was created before the Share was owned by the Company or such subsidiary. The Company or a subsidiary may not exercise voting rights for a Share in which it holds a right of pledge or a usufruct.

Article 25. Adoption of Resolutions without holding Meetings.

25.1	Resolutions of the Shareholders’ Body may also be adopted in writing without holding a General Meeting of Shareholders, provided they are adopted by the unanimous vote of all Shareholders entitled to vote. The provision of Article 21.3 shall apply by analogy. Adoption of resolutions outside of meetings shall not be permissible if there are persons with DRH-rights.
25.2	Each Shareholder must ensure that the Management Board is informed of the resolutions thus adopted as soon as possible in writing. The Management Board shall keep record of the resolutions adopted and it shall add such records to those referred to in Article 23.2.

Article 26. Amendment of the Articles of Association.

The Shareholders’ Body may resolve to amend these Articles of Association. When a proposal to amend these Articles of Association is to be made at a General Meeting of Shareholders, the notice of such meeting must state so and a copy of the proposal, including the verbatim text thereof, shall be deposited and kept available at the Company’s office for inspection by the Shareholders and the persons with DRH-rights, until the conclusion of the meeting.

Article 27. Dissolution and Liquidation.

27.1	The Company may be dissolved pursuant to a resolution to that effect by the Shareholders’ Body. When a proposal to dissolve the Company is to be made at a General Meeting of Shareholders, this must be stated in the notice of such meeting.
27.2	If the Company is dissolved pursuant to a resolution of the Shareholders’ Body, the Management Board members shall become liquidators of the dissolved Company’s property. The Shareholders’ Body may decide to appoint other persons as liquidators.
27.3	During liquidation, the provisions of these Articles of Association shall remain in force to the extent possible.
27.4	The balance remaining after payment of the debts of the dissolved Company shall be transferred to the Shareholders in proportion to the aggregate nominal value of the Shares held by each.
27.5	In addition, the liquidation shall be subject to the relevant provisions of Book 2, Title 1, of the Dutch Civil Code.

EX-3.43

Exhibit 3.43

No. of Company: 200512332K

THE COMPANIES ACT, CAP. 50

PRIVATE COMPANY LIMITED BY SHARES

MEMORANDUM

AND

ARTICLES OF ASSOCIATION

OF

AVAGO TECHNOLOGIES WIRELESS IP (SINGAPORE) PTE. LTD.

Incorporated on the 5^th day of September 2005

Lodged in the Office of the Accounting & Corporate Regulatory Authority, Singapore

WONGPARTNERSHIP
Advocates & Solicitors × Commissioner for Oaths × Notary Public
Agents for Trade Marks
80 Raffles Place
#58-01 UOB Plaza 1
Singapore 048624
Telephone: 64168 000
Facsimile: 6532 5711
Email: wonglaw@singnet.com.sg

Website: www.wongpartnership.com.sg

THE COMPANIES ACT, CAP. 50

AVAGO TECHNOLOGIES WIRELESS IP (SINGAPORE) PTE. LTD.

RESOLUTION PASSED ON 29 NOVEMBER 2005

At an Extraordinary General Meeting of the Company held on 29 November 2005, the following resolution was passed as special resolution:

SPECIAL RESOLUTION

AMENDMENT TO ARTICLES OF ASSOCIATION

That the Articles of Association of the Company be and are hereby amended by deleting the existing Article 5 in its entirety and substituting therefor the following new Article 5:

5. The authorised capital of the Company is S$200,000,000.00 divided into 200,000,000 ordinary shares of S$1.00 each.

Signed:

Kenneth Y. Hao
Director

THE COMPANIES ACT, CAP. 50

AVAGO TECHNOLOGIES WIRELESS IP (SINGAPORE) PTE. LTD.

RESOLUTION PASSED ON 28 SEPTEMBER 2005

At an Extraordinary General Meeting of the Company held on 28 September 2005, the following resolution was passed as special resolution:

SPECIAL RESOLUTION

CHANGE OF NAME

That, subject to the approval of the Registrar of Companies, the name of the Company be changed to Avago Technologies Wireless IP (Singapore) Pte. Ltd. and that the name Avago Technologies Wireless IP (Singapore) Pte. Ltd. be substituted for Argos Wireless IP (Singapore) Pte. Ltd. wherever the latter name appears in the Company’s Memorandum and Articles of Association.

Signed:

Jeswant Singh s/o Darshan Singh
Director

ACCOUNTING AND CORPORATE REGULATORY AUTHORITY
(ACRA)

Company No: 200512332K

CERTIFICATE CONFIRMING INCORPORATION OF COMPANY UNDER THE NEW NAME

This is to confirm that ARGOS WIRELESS IP (SINGAPORE) PTE. LTD. incorporated under the Companies Act on 05/09/2005 did by a special resolution resolve to change its name to AVAGO TECHNOLOGIES WIRELESS IP (SINGAPORE) PTE. LTD. and that the company is now known by its new name with effect from 29/09/2005.

GIVEN UNDER MY HAND AND SEAL ON 30/09/2005.

-s- Shirlyn Lim

SHIRLYN LIM

ASSISTANT REGISTRAR

ACCOUNTING AND CORPORATE REGULATORY AUTHORITY (ACRA)

SINGAPORE

ACCOUNTING AND CORPORATE REGULATORY AUTHORITY
(ACRA)

Company No: 200512332K

CERTIFICATE CONFIRMING INCORPORATION OF COMPANY

This is to confirm that ARGOS WIRELESS IP (SINGAPORE) PTE. LTD. is incorporated under the Companies Act (Cap 50), on and from 05/09/2O05 and that the company is a PRIVATE COMPANY LIMITED BY SHARES.

GIVEN UNDER MY HAND AND SEAL ON 08/09/2005.

-s- Shirlyn Lim

SHIRLYN LIM

ASSISTANT REGISTRAR

ACCOUNTING AND CORPORATE REGULATORY AUTHORITY (ACRA)

SINGAPORE

THE COMPANIES ACT, CAP. 50

PRIVATE COMPANY LIMITED BY SHARES

MEMORANDUM OF ASSOCIATION

of

ARGOS WIRELESS IP (SINGAPORE) PTE. LTD.

     1. The name of the Company is ARGOS WIRELESS IP (SINGAPORE) PTE. LTD.

     2. The Registered Office of the Company will be situate in the Republic of Singapore.

     3. The liability of the members is limited.

     4. The original capital of the Company is S$1,000,000.00 divided into 1,000,000 ordinary shares of S$1.00 each, and the Company shall have power to increase or reduce the capital to consolidate or subdivide the shares into shares of larger or smaller amounts, and to issue all or any part of the original or any additional capital as fully paid or partly paid shares and with any special or preferential rights or privileges or subject to any special terms or conditions, and either with or without any special designation, and also from time to time to alter, modify, commute, abrogate or deal with any such rights, privileges, terms, conditions or designations in accordance with the regulations for the time being of the Company.

1

I, the person whose name, address and occupation are subscribed, am desirous of being formed into a Company in pursuance of this Memorandum of Association and agree to take the number of shares in the capital of the Company set opposite my name:-

—
NAME AND ADDRESS	NUMBER OF SHARES TAKEN
OF SUBSCRIBER	BY SUBSCRIBER
—
-s- Lee Peek Sze Christine
Lee Peek Sze Christine	One
8 Lakepoint Drive
#03-43
Singapore 648926
Advocate & Solicitor
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TOTAL NUMBER OF SHARES TAKEN:	One
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Dated this 2nd day of September 2005.
Witness to the above signature:

-s- Low Kah Keong

Low Kah Keong

Advocate & Solicitor

c/o WongPartnership

Advocates & Solicitors

80 Raffles Place

#58-01 UOB Plaza 1

Singapore 048624

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THE COMPANIES ACT, CAP. 50

PRIVATE COMPANY LIMITED BY SHARES

ARTICLES OF ASSOCIATION

of

ARGOS WIRELESS IP (SINGAPORE) PTE. LTD.

PRELIMINARY

1. The regulations contained in Table “A” in the Fourth Schedule to the Companies Act, Cap. 50 shall not apply to the Company, but the following shall subject to repeal, addition and alteration as provided by the Act or these Articles be the regulations of the Company.	Table “A” not to apply
2. In these Articles, if not inconsistent with the subject or context, the words standing in the first column of the Table next hereinafter contained shall bear the meanings set opposite to them respectively in the second column thereof -	Interpretation

WORDS		MEANINGS
the “Act”	..	The Companies Act, Cap. 50 or any statutory modification, amendment or re-enactment thereof for the time being in force or any and every other act for the time being in force concerning companies and affecting the Company and any reference to any provision of the Act is to that provision as so modified, amended or re-enacted or contained in any such subsequent Companies Act.
these “Articles”	..	These Articles of Association or other regulations of the Company for the time being in force.
the “Company”	..	The abovenamed Company by whatever name from time to time called.
“Directors”	..	The Directors for the time being of the Company or such number of them as have authority to act for the Company.
“Director”	..	Includes any person acting as a Director of the Company and includes any person duly appointed and acting for the time being as an Alternate Director.
“Dividend”	..	Includes bonus.

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WORDS		MEANINGS
“electronic communication”	..	Communication transmitted (whether from one person to another, from one device to another, from a person to a device or from a device to a person):-
		(a) by means of a telecommunication system; or
		(b) by other means but while in an electronic form,
		such that it can (where particular conditions are met) be received in legible form or be made legible following receipt in non-legible form.
“Member”	..	A member of the Company.
“Month”	..	Calendar month.
“Office”	..	The Registered Office of the Company for the time being.
“Ordinary Resolution”	..	A resolution not being a Special Resolution which is, or which is to be, passed by a majority of Members as, being entitled to do so, vote in person or by proxy at a General Meeting.
“Paid Up”	..	Includes credited as paid up.
“Register”	..	The Register of Members.
“Seal”	..	The Common Seal of the Company or in appropriate cases the Official Seal or duplicate Common Seal.
“Secretary”	..	The Secretary or Secretaries appointed under these Articles and shall include any person entitled to perform the duties of Secretary temporarily.
“Singapore”	..	The Republic of Singapore.
“Special Resolution”	..	Has the meaning given in Section 184 of the Act.
“telecommunication system”	..	Has the meaning as in the Telecommunications Act (Chapter 323) or any statutory modification, amendment or re-enactment thereof for the time being in force.
“Writing” and “Written”	..	Includes printing, lithography, typewriting and any other mode of representing or reproducing words in a visible form, including electronic communication.
“Year”	..	Calendar Year.

     Words denoting the singular number only shall include the plural and vice versa.

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Words denoting the masculine gender only shall include the feminine gender.
Words denoting persons shall include corporations.
Save as aforesaid, any word or expression used in the Act and the Interpretation Act, Cap. 1 shall, if not inconsistent with the subject or context, bear the same meaning in these Articles.
The headnotes and marginal notes are inserted for convenience only and shall not affect the construction of these Articles.
BUSINESS
3. Subject to the provisions of the Act, any branch or kind of business may be undertaken by the Directors at such time or times as they shall think fit, and further may be suffered by them to be in abeyance, whether such branch or kind of business may have been actually commenced or not, so long as the Directors may deem it expedient not to commence or proceed with such branch or kind of business.			Any branch or kind of business may be undertaken by Directors.
PRIVATE COMPANY
4. The Company is a private company, and accordingly:			Limited number of members and
	(a)	the number of the Members of the Company (not including persons who are in the employment of the Company or of its subsidiary and persons who having been formerly in the employment of the Company or of its subsidiary were while in the employment and have continued after the determination of that employment to be Members of the Company) shall be limited to fifty Provided that for the purposes of this provision where two (2) or more persons hold one or more shares in the Company jointly they shall be treated as a single Member; and	restrictions on the transfer of shares.
	(b)	the right to transfer the shares of the Company shall be restricted in the manner hereinafter appearing.
SHARES
5. The authorised capital of the Company is S$1,000,000.00 divided into 1,000,000 ordinary shares of S$1.00 each.			Authorised Share Capital.
6. Except as is otherwise expressly permitted by the Act, the Company shall not give, whether directly or indirectly and whether by means of the making of a loan, the giving of a guarantee, the provision of security, the release of an obligation or the release of a debt or otherwise, any financial assistance for the purpose of, or in connection with, the acquisition or proposed acquisition of shares or units of shares in the Company or its holding company.			Prohibition of dealing in its own shares.
7. Save as provided by Section 161 of the Act, no shares may be issued by the Directors without the prior approval of the Company in General Meeting but subject thereto and to the provisions of these Articles, the Directors may allot or grant options			Issue of Shares.

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over or otherwise dispose of the same to such persons on such terms and conditions and either at a premium or at par and (subject to the provisions of the Act) at a discount and at such time as the Company in General Meeting may approve.
8. The rights attached to shares issued upon special conditions shall be clearly defined in the Memorandum of Association or these Articles. Without prejudice to any special right previously conferred on the holders of any existing shares or class of shares but subject to the Act and these Articles, shares in the Company may be issued by the Directors and any such shares may be issued with such preferred, deferred, or other special rights or such restrictions, whether in regard to dividend, voting, return of capital or otherwise as the Directors determine.	Special Rights.
9. If at any time the share capital is divided into different classes, the rights attached to any class (unless otherwise provided by the terms of issue of the shares of that class) may subject to the provisions of the Act, whether or not the Company is being wound up, be varied or abrogated with the sanction of a Special Resolution passed at a separate General Meeting of the holders of shares of the class and to every such Special Resolution the provisions of Section 184 of the Act shall with such adaptations as are necessary apply. To every such separate General Meeting the provisions of these Articles relating to General Meetings shall mutatis mutandis apply; but so that the necessary quorum shall be two (2) persons (unless all the shares of the class are held by one person whereupon no quorum is applicable) at least holding or representing by proxy or by attorney one-third of the issued shares of the class and that any holder of shares of the class present in person or by proxy or by attorney may demand a poll Provided always that where the necessary majority for such a Special Resolution is not obtained at the Meeting, consent in writing if obtained from the holders of three-fourths of the issued shares of the class concerned, within two (2) months of the Meeting shall be as valid and effectual as a Special Resolution, carried at the Meeting.	Variation of rights.
10. The rights conferred upon the holders of the shares of any class issued with preferred or other rights shall, unless otherwise expressly provided by the terms of issue of the shares of that class or by these Articles as are in force at the time of such issue, be deemed to be varied by the creation or issue of further shares ranking equally therewith.	Creation or issue of further shares with special rights.
11. The Company may exercise the powers of paying commission conferred by the Act, provided that the rate per cent or the amount of the commission paid or agreed to be paid shall be disclosed in the manner required by the Act and the commission shall not exceed the rate of ten per cent of the price at which the shares in respect whereof the same is paid are issued or an amount equal to ten per cent of that price (as the case may be). Such commission may be satisfied by the payment of cash or the allotment of fully or partly paid shares or partly in one way and partly in the other. The Company may also on any issue of shares pay such brokerage as may be lawful.	Power to pay commission and brokerage.
12. If any shares of the Company are issued for the purpose of raising money to defray the expenses of the construction of any works or the provisions of any plant which cannot be made profitable for a long period, the Company may, subject to the conditions and restrictions mentioned in the Act pay interest on so much of the share capital as is for the time being paid up and may charge the same to capital as part of the cost of the construction or provision.	Power to charge interest on capital.
13. Except as required by law, no person shall be recognised by the Company as holding any share upon any trust and the Company shall not be bound by or compelled in any way to recognise (even when having notice thereof) any equitable, contingent, future or partial interest in any share or any interest in any fractional part of a share or (except only as by these Articles or by law otherwise provided) any other rights in respect of any share, except an absolute right to the entirety thereof in the registered holder.	Exclusion of equities.

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14. If two (2) or more persons are registered as joint holders of any share any one of such persons may give effectual receipts for any dividend payable in respect of such share and the joint holders of a share shall, subject to the provisions of the Act, be severally as well as jointly liable for the payment of all instalments and calls and interest due in respect of such shares. Such joint holders shall be deemed to be one Member and the delivery of a certificate for a share to one of several joint holders shall be sufficient delivery to all such holders.	Joint holders.
15. No person shall be recognised by the Company as having title to a fractional part of a share or otherwise than as the sole or a joint holder of the entirety of such share.	Fractional part of a share.
16. If by the conditions of allotment of any shares the whole or any part of the amount of the issue price thereof shall be payable by instalments every such instalment shall, when due, be paid to the Company by the person who for the time being shall be the registered holder of the share or his personal representatives, but this provision shall not affect the liability of any allottee who may have agreed to pay the same.	Payment of instalments.
17. The certificate of title to shares in the capital of the Company shall be issued under the Seal in such form as the Directors shall from time to time prescribe and shall bear the autographic or facsimile signatures of at least one Director and the Secretary or some other person appointed by the Directors, and shall specify the number and class of shares to which it relates and the amounts paid thereon. The facsimile signatures may be reproduced by mechanical or other means provided the method or system of reproducing signatures has first been approved by the Auditors of the Company.	Share certificates.
18. Every person whose name is entered as a Member in the Register shall be entitled within two (2) months after allotment or within one month after the lodgment of any transfer to one certificate for all his shares of any one class or to several certificates in reasonable denominations each for a part of the shares so allotted or transferred. Where a Member transfers part only of the shares comprised in a certificate or where a Member requires the Company to cancel any certificate or certificates and issue new certificates for the purpose of subdividing his holding in a different manner the old certificate or certificates shall be cancelled and a new certificate or certificates for the balance of such shares issued in lieu thereof and the Member shall pay a fee not exceeding $2/- for each such new certificate as the Directors may determine.	Entitlement to certificates.
19. If any certificate or other document of title to shares or debentures be worn out or defaced, then upon production thereof to the Directors, they may order the same to be cancelled and may issue a new certificate in lieu thereof. For every certificate so issued there shall be paid to the Company the amount of the proper duty, if any, with which such certificate is chargeable under any law for the time being in force relating to stamps together with a further fee not exceeding $2/- as the Directors may determine. Subject to the provisions of the Act and the requirements of the Directors thereunder, if any certificate or document be lost or destroyed or stolen, then upon proof thereof to the satisfaction of the Directors and on such indemnity as the Directors deem adequate being given, and on the payment of the amount of the proper duty with which such certificate or document is chargeable under any law for the time being in force relating to stamps together with a further fee not exceeding $2/- as the Directors may determine, a new certificate or document in lieu thereof shall be given to the person entitled to such lost or destroyed or stolen certificate or document.	New certificates may be issued.
RESTRICTION ON TRANSFER OF SHARES
20. Subject to the restrictions of these Articles, any Member may transfer all or any	Form of Transfer.

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of his shares, but every transfer must be in writing and in the usual common form, or in any other form which the Directors may approve. The instrument of transfer of a share shall be signed both by the transferor and by the transferee, and by the witness or witnesses thereto and the transferor shall be deemed to remain the holder of the share until the name of the transferee is entered in the Register in respect thereof. Shares of different classes shall not be comprised in the same instrument of transfer.
21. All instruments of transfer which shall be registered shall be retained by the Company, but any instrument of transfer which the Directors may refuse to register shall (except in any case of fraud) be returned to the party presenting the same.			Retention of Transfers.
22. No share shall in any circumstances be transferred to any infant or bankrupt or person of unsound mind.			Infant, bankrupt or unsound mind.
23. The Directors may, in their absolute discretion, decline to register any transfer of shares on which the Company has a lien or to a person of whom they do not approve but shall in such event, within one month after the date on which the transfer was lodged with the Company, send to the transferor and transferee notice of the refusal. If the Directors refuse to register a transfer they shall within one month of the date of application for the transfer by notice in writing to the applicant state the facts which are considered to justify the refusal to register the transfer.			Directors’ power to decline to register.
24. The Directors may decline to register any instrument of transfer unless:			Instrument of transfer.
	(a)	such fee not exceeding $2/- or such other sum as the Directors may from time to time require under the provisions of these Articles, is paid to the Company in respect thereof; and
	(b)	the instrument of transfer is deposited at the Office or at such other place (if any) as the Directors may appoint accompanied by the certificates of the shares to which it relates and such other evidence as the Directors may reasonably require to show the right of the transferor to make the transfer and, if the instrument of transfer is executed by some other person on his behalf, the authority of the person so to do.
25. The Company shall provide a book to be called “Register of Transfers” which shall be kept under the control of the Directors, and in which shall be entered the particulars of every transfer of shares.			Register of Transfers.
26. The Register may be closed at such times and for such periods as the Directors may from time to time determine not exceeding in the whole thirty days in any year.			Closure of Register.
TRANSMISSION OF SHARES
27. In case of the death of a Member, the survivor or survivors, where the deceased was a joint holder, and the executors or administrators of the deceased, where he was a sole or only surviving holder, shall be the only persons recognised by the Company as having any title to his interest in the shares, but nothing herein shall release the estate of a deceased Member (whether sole or joint) from any liability in respect of any share held by him.			Transmission on death.
28. Any person becoming entitled to a share in consequence of the death or bankruptcy of any Member may, upon producing such evidence of title as the Directors shall require, be registered himself as holder of the share upon giving to the Company notice in writing of such his desire or transfer such share to some other person. If the person so becoming entitled shall elect to be registered himself, he shall deliver or send			Persons becoming entitled on death or bankruptcy of Member may be registered.

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to the Company a notice in writing signed by him stating that he so elects. If he shall elect to have another person registered he shall testify his election by executing to that person a transfer of the share. All the limitations, restrictions and provisions of these Articles relating to the right to transfer and the registration of transfers shall be applicable to any such notice or transfer as aforesaid as if the death or bankruptcy of the Member had not occurred and the notice or transfer were a transfer executed by such Member.
29. Save as otherwise provided by or in accordance with these Articles a person becoming entitled to a share in consequence of the death or bankruptcy of a Member shall be entitled to the same dividends and other advantages to which he would be entitled if he were the registered holder of the share except that he shall not be entitled in respect thereof to exercise any right conferred by membership in relation to Meetings of the Company until he shall have been registered as a Member in respect of the share.	Rights of unregistered executors and trustees.
30. There shall be paid to the Company in respect of the registration of any probate, letters of administration, certificate of marriage or death, power of attorney or other document relating to or affecting the title to any shares, such fee not exceeding $2/- as the Directors may from time to time require or prescribe.	Fee for registration of probate etc.
CALLS ON SHARES
31. The Directors may from time to time make such calls as they think fit upon the Members in respect of any moneys unpaid on their shares (whether on account of the nominal value of the shares or by way of premium) and not by the terms of the issue thereof made payable at fixed times, and each Member shall (subject to receiving at least fourteen days’ notice specifying the time or times and place of payment) pay to the Company at the time or times and place so specified the amount called on his shares. A call may be revoked or postponed as the Directors may determine.	Calls on shares.
32. A call shall be deemed to have been made at the time when the resolution of the Directors authorising the call was passed and may be made payable by instalments.	Time when made.
33. If a sum called in respect of a share is not paid before or on the day appointed for payment thereof, the person from whom the sum is due shall pay interest on the sum due from the day appointed for payment thereof to the time of actual payment at such rate not exceeding ten per cent per annum as the Directors determine, but the Directors shall be at liberty to waive payment of such interest wholly or in part.	Interest on calls.
34. Any sum (whether on account of the nominal value of the share or by way of premium) which by the terms of issue of a share becomes payable upon allotment or at any fixed date, shall for all purposes of these Articles be deemed to be a call duly made and payable on the date, on which, by the terms of issue, the same becomes payable, and in case of non-payment all the relevant provisions of the Articles as to payment of interest and expenses, forfeiture or otherwise shall apply as if such sum had become payable by virtue of a call duly made and notified.	Sum due on allotment.
35. The Directors may on the issue of shares differentiate between the holders as to the amount of calls to be paid and the times of payments.	Power to differentiate.
36. The Directors may, if they think fit, receive from any Member willing to advance the same all or any part of the moneys (whether on account of the nominal value of the shares or by way of premium) uncalled and unpaid upon the shares held by him and such payments in advance of calls shall extinguish, so far as the same shall extend, the liability upon the shares in respect of which it is made, and upon the moneys so received	Payment in advance on calls.

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or so much thereof as from time to time exceeds the amount of the calls then made upon the shares concerned the Company may pay interest at such rate not exceeding ten per cent per annum as the Member paying such sum and the Directors agree upon.
FORFEITURE AND LIEN
37. If any Member fails to pay in full any call or instalment of a call on the day appointed for payment thereof, the Directors may at any time thereafter serve a notice on such Member requiring payment of so much of the call or instalment as is unpaid together with any interest and expenses which may have accrued.	Notice requiring payment of calls.
38. The notice shall name a further day (not being less than fourteen days from the date of service of the notice) on or before which and the place where the payment required by the notice is to be made, and shall state that in the event of non-payment in accordance therewith the shares on which the call was made will be liable to be forfeited.	Notice to state time and place.
39. If the requirements of any such notice as aforesaid are not complied with, any share in respect of which such notice has been given may at any time thereafter, before payment of all calls and interest and expenses due in respect thereof be forfeited by a resolution of the Directors to that effect. Such forfeiture shall include all dividends declared in respect of the forfeited share and not actually paid before the forfeiture. The Directors may accept a surrender of any share liable to be forfeited hereunder.	Forfeiture on non-compliance with notice.
40. A share so forfeited or surrendered shall become the property of the Company and may be sold, re-allotted or otherwise disposed of either to the person who was before such forfeiture or surrender the holder thereof or entitled thereto, or to any other person, upon such terms and in such manner as the Directors shall think fit, and at any time before a sale, re-allotment or disposition the forfeiture or surrender may be cancelled on such terms as the Directors think fit. To give effect to any such sale, the Directors may, if necessary, authorise some person to transfer a forfeited or surrendered share to any such person as aforesaid.	Sale of shares forfeited.
41. A Member whose shares have been forfeited or surrendered shall cease to be a Member in respect of the shares, but shall notwithstanding the forfeiture or surrender remain liable to pay to the Company all moneys which at the date of forfeiture or surrender were payable by him to the Company in respect of the shares with interest thereon at ten per cent per annum (or such lower rate as the Directors may approve) from the date of forfeiture or surrender until payment, but such liability shall cease if and when the Company receives payment in full of all such money in respect of the shares and the Directors may waive payment of such interest either wholly or in part.	Company’s lien.
42. The Company shall have a first and paramount lien and charge on every share (not being a fully paid share) registered in the name of each Member (whether solely or jointly with others) and on the dividends declared or payable in respect thereof for all calls and instalments due on any such share and interest and expenses thereon but such lien shall only be upon the specific shares in respect of which such calls or instalments are due and unpaid and on all dividends from time to time declared in respect of the shares. The Directors may resolve that any share shall for some specified period be exempt from the provisions of this Article.	Rights and liabilities of Members whose shares have been forfeited or surrendered.
43. The Company may sell in such manner as the Directors think fit any share on which the Company has a lien, but no sale shall be made unless some sum in respect of which the lien exists is presently payable nor until the expiration of fourteen days after notice in writing stating and demanding payment of the sum payable and giving notice of intention to sell in default, shall have been given to the registered holder for the time being of the share or the person entitled thereto by reason of his death or bankruptcy. To give effect to any such sale, the Directors may authorise some person to transfer the	Sale of shares subject to lien.

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shares sold to the purchaser thereof.
44. The proceeds of the sale shall be received by the Company and applied in payment of such part of the amount in respect of which the lien exists as is presently payable and the residue, if any, shall (subject to a like lien for sums not presently payable as existed upon the shares before the sale) be paid to the person entitled to the shares at the date of the sale.	Application of proceeds of such sales.
45. A statutory declaration in writing that the declarant is a Director of the Company and that a share has been duly forfeited or surrendered or sold to satisfy a lien of the Company on a date stated in the declaration shall be conclusive evidence of the facts stated therein as against all persons claiming to be entitled to the share, and such declaration and the receipt of the Company for the consideration (if any) given for the share on the sale, re-allotment or disposal thereof together with the certificate of proprietorship of the share under Seal delivered to a purchaser or allottee thereof shall (subject to the execution of a transfer if the same be required) constitute a good title to the share and the person to whom the share is sold, re-allotted or disposed of shall be registered as the holder of the share and shall not be bound to see to the application of the purchase money (if any) nor shall his title to the share be affected by any irregularity or invalidity in the proceedings in reference to the forfeiture, surrender, sale, re-allotment or disposal of the share.	Title to shares forfeited or surrendered or sold to satisfy a lien.
ALTERATION OF CAPITAL
46. The Company in General Meeting may from time to time by Ordinary Resolution, whether all the shares for the time being authorised shall have been issued or all the shares for the time being issued shall have been fully called up or not, increase its capital by the creation of new shares of such amount as may be deemed expedient.	Power to increase capital.
47. Subject to any special rights for the time being attached to any existing class of shares, the new shares shall be issued upon such terms and conditions and with such rights and privileges annexed thereto as the General Meeting resolving upon the creation thereof shall direct and if no direction be given as the Directors shall determine subject to the provisions of these Articles and in particular (but without prejudice to the generality of the foregoing) such shares may be issued with a preferential or qualified right to dividends and in the distribution of assets of the Company or otherwise.	Rights and privileges of new shares.
48. Unless otherwise determined by the Company in General Meeting any original shares for the time being unissued and any new shares from time to time to be created shall before issue be offered in the first instance and either at par or at a premium to all the then holders of any class of shares in proportion as nearly as may be to the amount of capital held by them. In offering such shares in the first instance to all the then holders of any class of shares the offer shall be made by notice specifying the number of shares offered and limiting the time within which the offer if not accepted will be deemed to be declined and after the expiration of that time or on the receipt of an intimation from the person to whom the offer is made that he declines to accept the shares offered, the Directors may dispose of those shares in such manner as they think most beneficial to the Company and the Directors may dispose of or not issue any such shares which by reason of the proportion borne by them to the number of holders entitled to any such offer or by reason of any other difficulty in apportioning the same cannot, in the opinion of the Directors, be conveniently offered under this Article.	Issue of new shares to Members.
49. Except so far as otherwise provided by the conditions of issue or by these Articles all new shares shall be subject to the provisions of these Articles with reference to allotments, payment of calls, lien, transfer, transmission, forfeiture and otherwise.	New shares otherwise subject to provisions of

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			Articles.
50. The Company may by Ordinary Resolution -			Power to consolidate, cancel
	(a)	consolidate and divide all or any of its share capital into shares of larger amount than its existing shares;	and subdivide shares.
	(b)	cancel any shares which, at the date of the passing of the resolution, have not been taken or agreed to be taken by any person or which have been forfeited and diminish the amount of its share capital by the amount of the shares so cancelled;
	(c)	subdivide its shares or any of them into shares of a smaller amount than is fixed by the Memorandum of Association (subject nevertheless to the provisions of the Act) provided always that in such subdivision the proportion between the amount paid and the amount (if any) unpaid on each reduced share shall be the same as it was in the case of the share from which the reduced share is derived; and
	(d)	subject to the provisions of these Articles and the Act, convert any class of shares into any other class of shares.
51. (a) The Company may by Special Resolution reduce its share capital, any capital redemption reserve fund or share premium account in any manner and with and subject to any incident authorised and consent required by law.			Power to reduce capital.
(b) Subject to and in accordance with the provisions of the Act, the Company may authorise the Directors in General Meeting to purchase or otherwise acquire ordinary shares issued by it on such terms as the Company may think fit and in the manner prescribed by the Act. All shares purchased by the Company shall be cancelled. The amount of the Company’s issued share capital which is diminished on cancellation of the shares purchased shall be transferred to the Company’s capital redemption reserve.
STOCK
52. The Company may by Ordinary Resolution convert any paid up shares into stock and may from time to time by like resolution reconvert any stock into paid up shares of any denomination.			Power to convert into stock.
53. The holders of stock may transfer the same or any part thereof in the same manner and subject to the same Articles as and subject to which the shares from which the stock arose might previously to conversion have been transferred or as near thereto as circumstances admit but no stock shall be transferable except in such units as the Directors may from time to time determine, provided that such units shall not be greater than the nominal amount of the shares from which the stock arose.			Transfer of stock.
54. The holders of stock shall, according to the amount of stock held by them, have the same rights, privileges and advantages as regards dividend, return of capital, voting and other matters, as if they held the shares from which the stock arose; but no such privilege or advantage (except as regards dividend and return of capital and the assets on winding up) shall be conferred by any such aliquot part of stock which would not if existing in shares have conferred that privilege or advantage; and no such conversion shall affect or prejudice any preference or other special privileges attached to the shares so converted.			Rights of shareholders.
55. All such of the provisions of these Articles as are applicable to paid up shares			Interpretation

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shall apply to stock and the words “share" and “shareholder" or similar expressions herein shall include “stock” or “stockholder”.
GENERAL MEETINGS
56. (a) Subject to the provisions of the Act and Article 56A hereof, the Company shall in each year hold a general meeting as its Annual General Meeting in addition to any other meetings in that year and not more than fifteen months shall elapse between the date of one Annual General Meeting of the Company and that of the next. Provided that so long as the Company holds its First Annual General Meeting within eighteen months of its incorporation, it need not hold it in the year of its incorporation or in the following year.	Annual General Meeting.
(b) All General Meetings other than Annual General Meetings shall be called Extraordinary General Meetings.	Extraordinary General Meetings.
(c) The time and place of any General Meeting shall be determined by the Directors.	Time and place.
56A. (a) The Company shall dispense with the holding of Annual General Meetings in accordance with the provisions of the Act if a resolution to this effect is passed at a General Meeting by all Members as, being entitled to do so, vote in person or by proxy present at the General Meeting.	Dispensation of Annual General Meetings.
(b) Notwithstanding a resolution referred to in Article 56A(a) being passed to dispense with the holding of Annual General Meetings, any Member may by notice given to the Company in accordance with the requirements of the Act require an Annual General Meeting to be held for that year. The Company shall proceed to convene the Annual General Meeting in accordance with these Articles but shall not be required to convene Annual General Meetings for the subsequent years unless a notice by a Member to require the Company to do so has been received.
(c) Where a resolution referred to in Article 56A(a) has been passed to dispense with the holding of Annual General Meetings, any reference in the Act to a deed, act or thing which is required to be done in Annual General Meetings shall be regarded as being done if a resolution or resolutions of the Members has or have been passed by written means in accordance with these Articles to the effect that such deed, act or thing has been done, and any reference in the Act to the date or conclusion of an Annual General Meeting shall, unless an Annual General Meeting is held, be regarded as the date of expiry of the period within which the Annual General Meeting is required by law to be held.
57. The Directors may, whenever they think fit, convene an Extraordinary General Meeting and Extraordinary General Meetings shall also be convened on such requisition or, in default, may be convened by such requisitionists, as provided by Section 176 of the Act. If at any time there are not within Singapore sufficient Directors capable of acting to form a quorum at a meeting of Directors, any Director may convene an Extraordinary General Meeting in the same manner as nearly as possible as that in which meetings may be convened by the Directors.	Calling Extraordinary General Meetings.
NOTICE OF GENERAL MEETINGS
58. Subject to the provisions of the Act as to special notice, at least fourteen (14) days’ notice in writing (exclusive both of the day on which the notice is served or deemed to be served and of the day for which the notice is given) of every General Meeting shall	Notice of Meetings.

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be given in the manner hereinafter mentioned to such persons (including the Auditors) as are under the provisions herein contained entitled to receive notice from the Company. Provided that a General Meeting notwithstanding that it has been called by a shorter notice than that specified above shall be deemed to have been duly called if it is so agreed -
	(a)	in the case of an Annual General Meeting by all the Members entitled to attend and vote thereat; and
	(b)	in the case of an Extraordinary General Meeting by that number or majority in number of the Members having a right to attend and vote thereat as is required by the Act.
59. (a) Every notice calling a General Meeting shall specify the place and the day and hour of the Meeting, and there shall appear with reasonable prominence in every such notice a statement that a Member entitled to attend and vote is entitled to appoint a proxy to attend and to vote instead of him and that a proxy need not be a Member of the Company.			Contents of notice.
(b) In the case of an Annual General Meeting, the notice shall also specify the Meeting as such.
(c) In the case of any General Meeting at which business other than routine business is to be transacted, the notice shall specify the general nature of the business; and if any resolution is to be proposed as a Special Resolution or as requiring special notice, the notice shall contain a statement to that effect.
60. Routine business shall mean and include only business transacted at an Annual General Meeting of the following classes, that is to say:			Routine Business.
	(a)	Declaring dividends;
	(b)	Reading, considering and adopting the balance sheet, the reports of the Directors and Auditors, and other accounts and documents required to be annexed to the balance sheet;
	(c)	Appointing Auditors and fixing the remuneration of Auditors or determining the manner in which such remuneration is to be fixed; and
	(d)	Fixing the remuneration of the Directors proposed to be paid under Article 87.
PROCEEDINGS AT GENERAL MEETINGS
61. Where there are two (2) or more Members of the Company, no business shall be transacted at any General Meeting unless two (2) Members are present to form a quorum. In the event of a corporation being beneficially entitled to the whole of the issued capital of the Company or there being only one Member of the Company, one person representing such corporation or the sole Member shall be a quorum and shall be deemed to constitute a Meeting and, if applicable, the provisions of Section 179 of the Act shall apply. For the purpose of this Article, “Member” includes a person attending by proxy or by attorney or as representing a corporation which is a Member.			Quorum.
62. If within half an hour from the time appointed for the Meeting a quorum is not present, the Meeting if convened on the requisition of Members shall be dissolved. In any other case it shall stand adjourned to the same day in the next week at the same time and place, or to such other day and at such other time and place as the Directors			Adjournment if quorum not present.

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may determine, and if at such adjourned Meeting a quorum is not present within fifteen minutes from the time appointed for holding the Meeting, the Meeting shall be dissolved. No notice of any such adjournment as aforesaid shall be required to be given to the Members.
63. The Chairman of the Board of Directors shall preside as Chairman at every General Meeting. If there be no such Chairman or if at any Meeting he be not present within fifteen minutes after the time appointed for holding the Meeting or be unwilling to act, the Members present shall choose some Director to be Chairman of the Meeting or, if no Director be present or if all the Directors present decline to take the Chair, one of their number present, to be Chairman.	Chairman.
64. The Chairman may, with the consent of any Meeting at which a quorum is present (and shall if so directed by the Meeting) adjourn the Meeting from time to time and from place to place, but no business shall be transacted at any adjourned Meeting except business which might lawfully have been transacted at the Meeting from which the adjournment took place. When a Meeting is adjourned for thirty days or more, notice of the adjourned Meeting shall be given as in the case of the original Meeting. Save as aforesaid, it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned Meeting.	Adjournment.
65. At any General Meeting a resolution put to the vote of the Meeting shall be decided on a show of hands unless a poll be (before or on the declaration of the result of the show of hands) demanded by at least one Member present in person or by proxy or by attorney or in the case of a corporation by a representative and entitled to vote thereat Provided always that no poll shall be demanded on the election of a Chairman or on a question of adjournment. Unless a poll be so demanded (and the demand be not withdrawn) a declaration by the Chairman that a resolution has been carried or carried unanimously or by a particular majority or lost and an entry to that effect in the minute book shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against the resolution. A demand for a poll may be withdrawn.	Method of voting.
66. If a poll be duly demanded (and the demand be not withdrawn) it shall be taken in such manner (including the use of ballot or voting papers or tickets) as the Chairman may direct and the result of a poll shall be deemed to be the resolution of the Meeting at which the poll was demanded. The Chairman may, and if so requested shall, appoint scrutineers and may adjourn the Meeting to some place and time fixed by him for the purpose of declaring the result of the poll.	Taking a poll.
67. If any votes be counted which ought not to have been counted or might have been rejected, the error shall not vitiate the result of the voting unless it be pointed out at the same Meeting or at any adjournment thereof and not in any case unless it shall in the opinion of the Chairman be of sufficient magnitude.	Votes counted in error.
68. In the case of equality of votes, whether on a show of hands or on a poll, the Chairman of the Meeting at which the show of hands takes place or at which the poll is demanded shall not be entitled to a casting vote.	Chairman’s casting vote.
69. A poll demanded on any question shall be taken either immediately or at such subsequent time (not being more than thirty days from the date of the Meeting) and place as the Chairman may direct. No notice need be given of a poll not taken immediately.	Time for taking a poll.
70. The demand for a poll shall not prevent the continuance of a Meeting for the transaction of any business, other than the question on which the poll has been demanded.

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VOTES OF MEMBERS
71. Subject to these Articles and to any special rights or restrictions as to voting attached to any class of shares hereinafter issued on a show of hands every Member who is present in person or by proxy or attorney or in the case of a corporation by a representative shall have one vote and on a poll every such Member shall have one vote for every share of which he is the holder.			Voting rights of Members.
72. Where there are joint registered holders of any share any one of such persons may vote and be reckoned in a quorum at any Meeting either personally or by proxy or by attorney or in the case of a corporation by a representative as if he were solely entitled thereto and if more than one of such joint holders be so present at any Meeting that one of such persons so present whose name stands first in the Register in respect of such share shall alone be entitled to vote in respect thereof. Several executors or administrators of a deceased Member in whose name any share stands shall for the purpose of this Article be deemed joint holders thereof.			Voting rights of joint holders.
73. A Member of unsound mind or whose person or estate is liable to be dealt with in any way under the law relating to mental disorders may vote whether on a show of hands or on a poll by his committee, curator bonis or such other person as properly has the management of his estate and any such committee, curator bonis or other person may vote by proxy or attorney, provided that such evidence as the Directors may require of the authority of the person claiming to vote shall have been deposited at the Office not less than forty eight hours before the time appointed for holding the Meeting.			Voting rights of Members of unsound mind.
74. Subject to the provisions of these Articles every Member shall be entitled to be present and to vote at any General Meeting either personally or by proxy or by attorney or in the case of a corporation by a representative and to be reckoned in a quorum in respect of shares fully paid and in respect of partly paid shares where calls are not due and unpaid.			Right to vote.
75. No objection shall be raised to the qualification of any voter except at the Meeting or adjourned Meeting at which the vote objected to is given or tendered and every vote not disallowed at such Meeting shall be valid for all purposes. Any such objection made in due time shall be referred to the Chairman of the Meeting whose decision shall be final and conclusive.			Objections.
76. On a poll votes may be given either personally or by proxy or by attorney or in the case of a corporation by its representative and a person entitled to more than one vote need not use all his votes or cast all the votes he uses in the same way.			Votes on a poll.
77. An instrument appointing a proxy shall be in writing and:			Appointment of proxies.
	(a)	in the case of an individual shall be signed by the appointor or by his attorney; and
	(b)	in the case of a corporation shall be either under the common seal or signed by its attorney or by an officer on behalf of the corporation.
The Directors may, but shall not be bound to, require evidence of the authority of any such attorney or officer.
78. A proxy need not be a Member of the Company.			Proxy need not be a Member.

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79. An instrument appointing a proxy or the power of attorney or other authority, if any, must be left at the Office or such other place (if any) as is specified for the purpose in the notice convening the Meeting not less than forty eight hours before the time appointed for the holding of the Meeting or adjourned Meeting (or in the case of a poll before the time appointed for the taking of the poll) at which it is to be used and in default shall not be treated as valid unless the Directors otherwise determine.		Deposit of proxies.
80. An instrument appointing a proxy shall be in the following form with such variations if any as circumstances may require or in such other form as the Directors may accept and shall be deemed to include the right to demand or join in demanding a poll:		Form of proxies.
	“ ARGOS WIRELESS IP (SINGAPORE) PTE. LTD.”
	“I/We, of a Member/Members of the abovenamed Company hereby      appoint of or whom failing of to vote for me/us and on my/our behalf at the (Annual, Extraordinary or Adjourned, as the case may be) General Meeting of the Company to be held on the      day of      and at every adjournment thereof.”
	“As Witness my hand this           day of             .”
An instrument appointing a proxy shall, unless the contrary is stated thereon, be valid as well for any adjournment of the Meeting as for the Meeting to which it relates and need not be witnessed.
81. A vote given in accordance with the terms of an instrument of proxy (which for the purposes of these Articles shall also include a power of attorney) shall be valid notwithstanding the previous death or insanity of the principal or revocation of the proxy, or of the authority under which the proxy was executed or the transfer of the share in respect of which the proxy is given, provided that no intimation in writing of such death, insanity, revocation or transfer shall have been received by the Company at the Office (or such other place as may be specified for the deposit of instruments appointing proxies) before the commencement of the Meeting or adjourned Meeting (or in the case of a poll before the time appointed for the taking of the poll) at which the proxy is used.		Intervening death or insanity of principal not to revoke proxy.
82. Any corporation which is a Member of the Company may by resolution of its directors or other governing body authorise such person as it thinks fit to act as its representative at any Meeting of the Company or of any class of Members of the Company and the person so authorised shall be entitled to exercise the same powers on behalf of the corporation as the corporation could exercise if it were an individual Member of the Company.		Corporations acting by representatives.
SHAREHOLDERS’ RESOLUTIONS BY WRITTEN MEANS
83. Save for a resolution referred to in Article 56A to dispense with the convening of Annual General Meetings or a resolution for which special notice is required under the Act, any resolution required to be passed by the Members of the Company in General Meeting may be passed by written means in accordance with the provisions of Sections		Passing Shareholders’ Resolutions by Written Means

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184A to 184F of the Act and these Articles. Where a resolution is deemed to be duly passed by written means, the requirements as to the procedures in these Articles concerning the giving of notice of General Meetings, proceedings of such General Meetings and voting by Members at such General Meetings shall be deemed to be satisfied.

83A. A Special Resolution is passed by written means if the resolution indicates that it is a Special Resolution and it has been formally agreed on any date by one or more Members who on that date represent at least seventy-five per cent. (75%) of the total voting rights of all Members who on that date would have the right to vote on that resolution had a General Meeting been convened. An Ordinary Resolution is passed by written means if the resolution does not indicate that it is a Special Resolution and it has been formally agreed on any date by one or more Members who on that date represent a majority of the total voting rights of all Members who on that date would have the right to vote on that resolution at a General Meeting had a General Meeting been convened. For the avoidance of doubt, the requisite number of Members need not give their formal agreement to any Special Resolution or Ordinary Resolution on a single day.

83B. For the purpose of Article 83A, a resolution is formally agreed by a Member if:-

     (a) the Company receives from the Member (or his proxy) a document that (i) is given to the Company in legible form or a permitted alternative form; (ii) indicates the Member’s agreement (or agreement on his behalf) to the resolution; and (iii) includes the text of the resolution or otherwise makes clear that it is that resolution that is being agreed to; and

     (b) the Member (or his proxy) had a legible text of the resolution before giving that document.

     In this Article 83B and also for the purpose of Article 83D, something is “in legible form or a permitted alternative form” if, and only if, it is sent or otherwise supplied (aa) in a form (such as paper document) that is legible before being sent or otherwise supplied and does not change form during that process or (bb) through electronic communication.

83C. A resolution of the Company may only be passed by written means if agreement was first sought by the Directors in accordance with Article 83D or under the circumstances described in Section 184B(1)(a)(ii) of the Act. For the avoidance of doubt, other than the requirements stated in Articles 83 to 83G hereof, there is no other condition in the Memorandum of Association or these Articles relating to the passing of resolutions by written means that needs to be satisfied.

83D. In seeking the agreement of the Members to pass any resolution by written means, the Directors shall send to each Member who would have the right to vote on that resolution had a General Meeting been convened, a copy of the text of the resolution in legible form or a permitted alternative form. As far as practicable, the Directors shall send the text of the resolution as respects every Member at the same time and without delay, and the provisions of Section 184C of the Act shall apply.

83E. Any Member who represents at least five per cent. (5%) of the total voting rights of all Members would have the right to vote on that resolution had a General Meeting been convened, may within seven (7) days after receiving the text of the resolution sent pursuant to Article 83D or the documents referred to in Section 183(3A) of the Act, as the case may be, give notice to the Company requiring that a General Meeting be convened for the purpose of considering, and if thought fit, passing the resolution. Upon receipt of such a notice, the Directors shall proceed to convene a General Meeting in accordance with Articles 58 to 70 hereof.

83F. Where a resolution of the Members is passed by written means, the Company

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shall notify every Member that the resolution has been passed within fifteen (15) days from the date on which a Director or Company Secretary first becomes aware that the resolution has been passed. The Company shall cause a record of the resolution passed by written means and the indication of each Member’s agreement (or agreement on his behalf) to be entered in a book in the like manner for recording proceedings of General Meetings in the minute book. Any such record, if purporting to be signed by a Director or the Company Secretary shall be evidence of the proceedings in passing the resolution, and until the contrary is proved, the record shall also be evidence that the requirements of the Act with respect to the proceedings in passing the resolution have been complied with.
83G. Notwithstanding anything in these Articles, where there is only one Member of the Company, a resolution passed by written means may be passed by the Member recording the resolution and signing the record.
DIRECTORS
84. Subject to the other provisions of Section 145 of the Act, the Company shall have at least one Director being a natural person of full age and capacity who is ordinarily resident in Singapore and unless otherwise determined by a General Meeting, there shall be no maximum number of Directors holding office at any time.	Number of Directors.
85. The first Director of the Company is Jeswant Singh s/o Darshan Singh.	First Director.
86. A Director need not be a Member and shall not be required to hold any share qualification unless and until otherwise determined by the Company in General Meeting but shall be entitled to attend and speak at General Meetings. Where the Company only has one Member, the sole Member may also be the sole Director of the Company provided that the requirements in Article 84 are complied with.	Qualification.
87. Subject to Section 169 of the Act, the remuneration of the Directors shall be determined from time to time by the Company in General Meeting, and shall be divisible among the Directors in such proportions and manner as they may agree and in default of agreement equally, except that in the latter event any Director who shall hold office for part only of the period in respect of which such remuneration is payable shall be entitled only to rank in such division for the proportion of remuneration related to the period during which he has held office.	Remuneration of Directors.
88. The Directors shall be entitled to be repaid all travelling or such reasonable expenses as may be incurred in attending and returning from meetings of the Directors or of any committee of the Directors or General Meetings or otherwise howsoever in or about the business of the Company in the course of the performance of their duties as Directors.	Travelling expenses.
89. Any Director who is appointed to any executive office or serves on any committee or who otherwise performs or renders services, which in the opinion of the Directors are outside his ordinary duties as a Director, may, subject to Section 169 of the Act, be paid such extra remuneration as the Directors may determine.	Extra Remuneration.

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90. (a) Other than the office of Auditor, a Director may hold any other office or place of profit under the Company and he or any firm of which he is a member may act in a professional capacity for the Company in conjunction with his office of Director for such period and on such terms (as to remuneration and otherwise) as the Directors may determine. Subject to the Act, no Director or intending Director shall be disqualified by his office from contracting or entering into any arrangement with the Company either as vendor, purchaser or otherwise nor shall such contract or arrangement or any contract or arrangement entered into by or on behalf of the Company in which any Director shall be in any way interested be avoided nor shall any Director so contracting or being so interested be liable to account to the Company for any profit realised by any such contract or arrangement by reason only of such Director holding that office or of the fiduciary relation thereby established.	Power of Directors to hold office of profit and to contract with Company.
(b) Every Director shall observe the provisions of Section 156 of the Act relating to the disclosure of the interests of the Directors in transactions or proposed transactions with the Company or of any office or property held by a Director which might create duties or interests in conflict with his duties or interests as a Director. Subject to such disclosure, a Director shall be entitled to vote in respect of any transaction or arrangement in which he is interested and he shall be taken into account in ascertaining whether a quorum is present.	Directors to observe Section 156 of the Act.
91. (a) A Director may be or become a director of or hold any office or place of profit (other than as Auditor) or be otherwise interested in any company in which the Company may be interested as vendor, purchaser, shareholder or otherwise and unless otherwise agreed shall not be accountable for any fees, remuneration or other benefits received by him as a director or officer of or by virtue of his interest in such other company.	Holding of office in other companies.
(b) The Directors may exercise the voting power conferred by the shares in any company held or owned by the Company in such manner and in all respects as the Directors think fit in the interests of the Company (including the exercise thereof in favour of any resolution appointing the Directors or any of them to be directors of such company or voting or providing for the payment of remuneration to the directors of such company) and any such Director of the Company may vote in favour of the exercise of such voting powers in the manner aforesaid notwithstanding that he may be or be about to be appointed a director of such other company.	Directors may exercise voting power conferred by Company’s shares in another company.
APPOINTMENT AND REMOVAL OF DIRECTORS
92. The Directors shall have power at any time and from time to time to appoint any person to be a Director either to fill a casual vacancy or as an additional Director but so that the total number of Directors shall not at any time exceed the maximum number, if any, fixed by or in accordance with these Articles.	Directors’ power to fill casual vacancies and to appoint additional Director.
93. The Company may by Ordinary Resolution remove any Director before the expiration of his period of office, notwithstanding anything in these Articles or in any agreement between the Company and such Director.	Removal of Directors.
94. The Company may by Ordinary Resolution appoint another person in place of a Director removed from office under the immediately preceding Article.	Appointment in place of Director removed.

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MANAGING DIRECTORS
95. The Directors may from time to time appoint one or more of their body to be Managing Director or Managing Directors of the Company and may from time to time (subject to the provisions of any contract between him or them and the Company) remove or dismiss him or them from office and appoint another or others in his or their places.			Appointment of Managing Directors.
96. A Managing Director shall subject to the provisions of any contract between him and the Company be subject to the same provisions as to resignation and removal as the other Directors of the Company and if he ceases to hold the office of Director from any cause he shall ipso facto and immediately cease to be a Managing Director.			Resignation and removal of Managing Director.
97. Subject to Section 169 of the Act, the remuneration of a Managing Director shall from time to time be fixed by the Directors and may subject to these Articles be by way of salary or commission or participation in profits or by any or all of these modes.			Remuneration of Managing Director.
98. The Directors may from time to time entrust to and confer upon a Managing Director for the time being such of the powers exercisable under these Articles by the Directors as they may think fit and may confer such powers for such time and to be exercised on such terms and conditions and with such restrictions as they think expedient and they may confer such powers either collaterally with or to the exclusion of and in substitution for all or any of the powers of the Directors in that behalf and may from time to time revoke withdraw alter or vary all or any of such powers.			Powers of Managing Director.
VACATION OF OFFICE OF DIRECTOR
99. The office of a Director shall be vacated in any one of the following events, namely -			Vacation of office of Director.
	(a)	if he becomes prohibited from being a Director by reason of any order made under the Act;
	(b)	if he ceases to be a Director by virtue of any of the provisions of the Act or these Articles;
	(c)	subject to Section 145 of the Act, if he resigns by writing under his hand left at the Office;
	(d)	if he has a receiving order made against him or suspend payments or compound with his creditors generally;
	(e)	if he be found lunatic or become of unsound mind; or
	(f)	if he be absent from meetings of the Directors for a continuous period of six months without leave from the Directors and the Directors resolve that his office be vacated.
ALTERNATE DIRECTORS
100. (a) Any Director may at any time by writing under his hand and deposited at the Office or by telefax, telex or by cable sent to the Secretary appoint any person to be his Alternate Director and may in like manner at any time terminate such appointment. Any appointment or removal by telefax, telex or cable shall be confirmed as soon as			Appointment of Alternate Directors.

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possible by letter, but may be acted upon by the Company meanwhile.
(b) A Director or any other person may act as an Alternate Director to represent more than one Director and such Alternate Director shall be entitled at Directors’ meetings to one vote for every Director whom he represents in addition to his own vote if he is a Director.
(c) The appointment of an Alternate Director shall ipso facto determine on the happening of any event which if he were a Director would render his office as a Director to be vacated and his appointment shall also determine ipso facto if his appointor ceases for any reason to be a Director.
(d) An Alternate Director shall be entitled to receive notices of meetings of the Directors and to attend and vote as a Director at any such meeting at which the Director appointing him is not personally present and generally, if his appointor is absent from Singapore or is otherwise unable to act as such Director, to perform all functions of his appointment as a Director (except the power to appoint an Alternate Director) and to sign any resolution in accordance with the provisions of Article 106.
(e) An Alternate Director shall not be taken into account in reckoning the minimum or maximum number of Directors allowed for the time being under these Articles but he shall be counted for the purpose of reckoning whether a quorum is present at any meeting of the Directors attended by him at which he is entitled to vote Provided that he shall not constitute a quorum under Article 103 if he is the only person present at the meeting notwithstanding that he may be an Alternate to more than one Director.
(f) An Alternate Director may be repaid by the Company such expenses as might properly be repaid to him if he were a Director and he shall be entitled to receive from the Company such proportion (if any) of the remuneration otherwise payable to his appointor as such appointor may by notice in writing to the Company from time to time direct, but save as aforesaid he shall not in respect of such appointment be entitled to receive any remuneration from the Company.
(g) An Alternate Director shall not be required to hold any share qualification.
PROCEEDINGS OF DIRECTORS
101. (a) The Directors may meet together for the despatch of business, adjourn or otherwise regulate their meetings as they think fit. Subject to the provisions of these Articles questions arising at any meeting shall be determined by a majority of votes and in case of an equality of votes the Chairman of the meeting shall not have a second or casting vote.	Meetings of Directors.
(b) Any Director may participate at a meeting of the Directors by telephone conference, video conference, audio visual or by means of a similar communication equipment whereby all persons participating in the meeting are able to hear each other in which event such Director shall be deemed to be present at the meeting. A Director participating in a meeting in the manner aforesaid may also be taken into account in ascertaining the presence of a quorum at the meeting. Minutes of the proceedings at a meeting by telephone conference, video conference, audio visual, or other similar communications equipment signed by the Chairman of the meeting shall be conclusive evidence of such proceedings and of the observance of all necessary formalities.

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102. A Director may and the Secretary on the requisition of a Director shall at any time summon a meeting of the Directors. At least fourteen (14) days notice in writing (exclusive of the day on which the notice is served or is deemed to be served) of every meeting of the Directors shall be given to every Director. Every such notice shall specify the place, the day and the hour of the meeting and the general nature of the business to be transacted Provided that any Director may waive the requirement for notice or accept shorter notice of any meeting of the Directors.	Convening meetings of Directors.
103. Except where the Company only has one Director, the quorum necessary for the transaction of the business of the Directors may be fixed by the Directors and unless so fixed at any other number shall be two (2) Provided that where no quorum is present at any duly convened meeting, the meeting shall be adjourned seven (7) days thereafter at the same time and place and such Directors as are present at such meeting shall be the quorum. A meeting of the Directors at which a quorum is present shall be competent to exercise all the powers and discretions for the time being exercisable by the Directors.	Quorum.
104. The continuing Directors may act notwithstanding any vacancies in their body but if and so long as the number of Directors is reduced below the minimum number fixed by or in accordance with these Articles the continuing Directors or Director may act for the purpose of filling up such vacancies or of summoning General Meetings of the Company but not for any other purpose. If there be no Directors or Director able or willing to act, then any Members, or if the Company only has a sole Member, then that sole Member, may summon a General Meeting for the purpose of appointing one or more Directors.	Proceedings in case of vacancies.
105. The Director shall elect a Chairman and may elect one or more Vice-Chairmen and the Directors may determine the period for which such officers shall respectively hold office. The Chairman (if any), or, in the absence of the Chairman, the Vice-Chairman (if any), or, in the event that there are more than one Vice-Chairman, the senior in appointment among them, shall preside at the meetings of the Directors. If such officers have not been appointed, or if no such officer is present within five minutes after the time appointed for a meeting, the Directors present shall choose one of their number to be Chairman at such meeting.	Chairman and Vice-Chairman.
106. A resolution in writing signed by the majority of Directors being not less than are sufficient to form a quorum shall be as effective as a resolution passed at a meeting of the Directors duly convened and held, and may consist of several documents in the like form each signed by one or more of the Directors Provided that, where a Director has appointed an Alternate Director but is not himself in Singapore the signature of such Alternate Director (if in Singapore), shall be required. The expressions “in writing” and “signed” include approval by any such Director by telefax, telex, cable, telegram, wireless or facsimile transmission or any form of electronic communication approved by the Directors for such purpose from time to time incorporating, if the Directors deem necessary, the use of security and/or identification procedures and devices approved by the Directors.	Resolutions in writing.
107. The Directors may delegate any of their powers to committees consisting of such member or members of their body as they think fit. Any committee so formed shall in the exercise of the powers so delegated conform to any regulations that may be imposed on them by the Directors.	Power to appoint committees.
108. The meetings and proceedings of any such committee consisting of two (2) or more members shall be governed by the provisions of these Articles regulating the meetings and proceedings of the Directors, so far as the same are applicable and are not superseded by any regulations made by the Directors under the last preceding Article.	Proceedings at committee meetings.

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109. All acts done by any meeting of Directors or of a committee of Directors or by any person acting as Director shall as regards all persons dealing in good faith with the Company, notwithstanding that there was some defect in the appointment of any such Director or person acting as aforesaid or that they or any of them were disqualified or had vacated office or were not entitled to vote be as valid as if every such person had been duly appointed and was qualified and had continued to be a Director and had been entitled to vote.	Validity of acts of Directors in spite of some formal defect.
109A. Notwithstanding anything in these Articles, where the Company only has a sole Director, all acts required to be done or business required to be transacted by a meeting of Directors or of a committee of Directors may be done or undertaken by the sole Director and a declaration made by the sole Director, and recorded and signed by the sole Director, shall be evidence that the same has been done or undertaken.	Declaration by a sole Director
GENERAL POWERS OF THE DIRECTORS
110. The business of the Company shall be managed by or under the direction of the Directors. The Directors may exercise all the powers of the Company except any powers that this Act or the Memorandum of Association and Articles of the Company require the Company to exercise in General Meeting. In particular and without prejudice to the generality of the foregoing the Directors may at their discretion exercise every borrowing power vested in the Company together with collateral power of hypothecating the assets of the Company including any uncalled or called but unpaid capital; provided that the Directors shall not carry into effect any proposals for disposing of the whole or substantially the whole of the Company’s undertaking or property unless those proposals have been approved by the Company in General Meeting.	General powers of Directors to manage Company’s business.
111. The Directors may from time to time by power of attorney appoint any company, firm or person or any fluctuating body of persons whether nominated directly or indirectly by the Directors to be the attorney or attorneys of the Company for such purposes and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the Directors under these Articles) and for such period and subject to such conditions as they may think fit, and any such power of attorney may contain such provisions for the protection and convenience of persons dealing with such attorney as the Directors may think fit and may also authorise any such attorney to subdelegate all or any of the powers, authorities and discretions vested in him.	Power to appoint attorneys.
112. All cheques, promissory notes, drafts, bills of exchange, and other negotiable or transferable instruments and all receipts for moneys paid to the Company shall be signed, drawn, accepted, endorsed or otherwise executed, as the case may be, in such manner as the Directors shall from time to time by resolution determine.	Signature of cheques and bills.
BORROWING POWERS
113. The Directors may borrow or raise money from time to time for the purpose of the Company or secure the payment of such sums as they think fit and may secure the repayment or payment of such sums by mortgage or charge upon all or any of the property or assets of the Company or by the issue of debentures (whether at par or at discount or premium) or otherwise as they may think fit.	Directors’ borrowing powers.
SECRETARY
114. The Secretary or Secretaries shall and a Deputy or Assistant Secretary or Secretaries may be appointed by the Directors for such term, at such remuneration and upon such conditions as they may think fit, and any Secretary, Deputy or Assistant	Secretary.

22

Secretary so appointed may be removed by them, but without prejudice to any claim he may have for damages for breach of any contract of service between him and the Company. The appointment and duties of the Secretary or Secretaries shall not conflict with the provisions of the Act and in particular Section 171 thereof.
SEAL
115. (a) The Directors shall provide for the safe custody of the Seal, which shall only be used by the authority of the Directors or a committee of Directors authorised by the Directors in that behalf, and every instrument to which the Seal shall be affixed shall (subject to the provisions of these Articles as to certificates for shares) be signed by a Director and shall be countersigned by the Secretary or by a second Director or by some other person appointed by the Directors in place of the Secretary for the purpose.	Seal.
(b) The Company may exercise the powers conferred by the Act with regard to having an Official Seal for use abroad, and such powers shall be vested in the Directors.	Official Seal.
(c) The Company may have a duplicate Common Seal as referred to in Section 124 of the Act which shall be a facsimile of the Common Seal with the addition on its face of the words “Share Seal”.	Share Seal.
AUTHENTICATION OF DOCUMENTS
116. Any Director or the Secretary or any person appointed by the Directors for the purpose shall have power to authenticate any documents affecting the constitution of the Company and any resolutions passed by the Company, including a resolution passed by written means, or resolutions passed by the Directors, and any books, records, documents and accounts relating to the business of the Company, and to certify copies thereof or extracts therefrom as true copies or extracts; and where any books, records, documents or accounts are elsewhere than at the Office, the local manager and other officer of the Company having the custody thereof shall be deemed to be a person appointed by the Directors as aforesaid.	Power to authenticate documents.
117. A document purporting to be a copy of a resolution of the Directors, an extract from the minutes of a meeting of Directors or a declaration signed by a sole Director in accordance with Article 109A hereof, which is certified as such in accordance with the provisions of the last preceding Article shall be conclusive evidence in favour of all persons dealing with the Company upon the faith thereof that such resolution has been duly passed or, as the case may be, that such extract is a true and accurate record of a duly constituted or deemed meeting of the Directors. Any authentication or certification made pursuant to this Article may be made by any electronic means approved by the Directors from time to time for such purpose incorporating, if the Directors deem necessary, the use of security procedures or devices approved by the Directors.	Certified copies of resolution of the Directors.
DIVIDENDS AND RESERVES
118. The Company may by Ordinary Resolution declare dividends but (without prejudice to the powers of the Company to pay interest on share capital as hereinbefore provided) no dividend shall be payable except out of the profits of the Company, or in excess of the amount recommended by the Directors.	Payment of dividends.
119. Subject to the rights of holders of shares with special rights as to dividend (if any), all dividends shall be declared and paid according to the amounts paid on the shares in respect whereof the dividend is paid, but (for the purposes of this Article only) no amount paid on a share in advance of calls shall be treated as paid on the share. All dividends shall be apportioned and paid pro rata according to the amount paid on the	Apportionment of dividends.

23

shares during any portion or portions of the period in respect of which the dividend is paid, but if any share is issued on terms providing that it shall rank for dividend as from a particular date such share shall rank for dividend accordingly.
120. If and so far as in the opinion of the Directors the profits of the Company justify such payments, the Directors may pay the fixed preferential dividends on any class of shares carrying a fixed preferential dividend expressed to be payable on a fixed date on the half-yearly or other dates (if any) prescribed for the payment thereof by the terms of issue of the shares, and subject thereto may also from time to time pay to the holders of any other class of shares interim dividends thereon of such amounts and on such dates as they may think fit.	Payment of preference and interim dividends.
121. If the Company shall issue shares at a premium whether for cash or otherwise, the Directors shall transfer a sum equal to the aggregate amount or value of the premiums to an account to be called “Share Premium Account” and any amount for the time being standing to the credit of such account shall not be applied in the payment of dividend.	Share premium account.
122. No dividend or other moneys payable on or in respect of a share shall bear interest against the Company.	Dividends not to bear interest.
123. The Directors may deduct from any dividend or other moneys payable to any Member on or in respect of a share all sums of money (if any) presently payable by him to the Company on account of calls or in connection therewith.	Deduction of debts due to Company.
124. The Directors may retain any dividend or other moneys payable on or in respect of a share on which the Company has a lien and may apply the same in or towards satisfaction of the debts, liabilities or engagements in respect of which the lien exists.	Retention of dividends on shares subject to lien.
125. The Directors may retain the dividends payable on shares in respect of which any person is under the provisions as to the transmission of shares hereinbefore contained entitled to become a Member or which any person under those provisions is entitled to transfer until such person shall become a Member in respect of such shares or shall duly transfer the same.	Retention of dividends on shares pending transmission.
126. The payment by the Directors of any unclaimed dividends or other moneys payable on or in respect of a share into a separate account shall not constitute the Company a trustee in respect thereof. All dividends unclaimed after being declared may be invested or otherwise made use of by the Directors for the benefit of the Company and any dividend unclaimed after a period of six years from the date of declaration of such dividend may be forfeited and if so shall revert to the Company but the Directors may at any time thereafter at their absolute discretion annul any such forfeiture and pay the dividend so forfeited to the person entitled thereto prior to the forfeiture.	Unclaimed dividends.
127. The Company may, upon the recommendation of the Directors, by Ordinary Resolution direct payment of a dividend in whole or in part by the distribution of specific assets and in particular of paid up shares or debentures of any other company or in any one or more of such ways; and the Directors shall give effect to such resolution and where any difficulty arises in regard to such distribution, the Directors may settle the same as they think expedient and in particular may fix the value for distribution of such specific assets or any part thereof and may determine that cash payments shall be made to any Members upon the footing of the value so fixed in order to adjust the rights of all parties and may vest any such specific assets in trustees as may seem expedient to the Directors.	Payment of dividend in specie.
128. Any dividend or other moneys payable in cash on or in respect of a share may	Dividends payable

24

be paid by cheque or warrant sent through the post to the registered address of the Member or person entitled thereto, or, if several persons are registered as joint holders of the share or are entitled thereto in consequence of the death or bankruptcy of the holder to any one of such persons or to such persons and such address as such persons may by writing direct. Every such cheque or warrant shall be made payable to the order of the person to whom it is sent or to such person as the holder or joint holders or person or persons entitled to the share in consequence of the death or bankruptcy of the holder may direct and payment of the cheque if purporting to be endorsed or the receipt of any such person shall be a good discharge to the Company. Every such cheque or warrant shall be sent at the risk of the person entitled to the money represented thereby.	by cheque.
129. A transfer of shares shall not pass the right to any dividend declared on such shares before the registration of the transfer.	Effect of transfer.
RESERVES
130. The Directors may from time to time set aside out of the profits of the Company and carry to reserve such sums as they think proper which, at the discretion of the Directors, shall be applicable for meeting contingencies or for the gradual liquidation of any debt or liability of the Company or for repairing or maintaining the works, plant and machinery of the Company or for special dividends or bonuses or for equalising dividends or for any other purpose to which the profits of the Company may properly be applied and pending such application may either be employed in the business of the Company or be invested. The Directors may divide the reserve into such special funds as they think fit and may consolidate into one fund any special funds or any parts of any special funds into which the reserve may have been divided. The Directors may also without placing the same to reserve carry forward any profits which they may think it not prudent to divide.	Power to carry profit to reserve.
CAPITALISATION OF PROFITS AND RESERVES
131. The Company may, upon the recommendation of the Directors, by Ordinary Resolution resolve that it is desirable to capitalise any sum for the time being standing to the credit of any of the Company’s reserve accounts (including share premium account and any capital redemption reserve funds) or any sum standing to the credit of the profit and loss account or otherwise available for distribution, provided that such sum be not required for paying the dividends on any shares carrying a fixed cumulative preferential dividend and accordingly that the Directors be authorised and directed to appropriate the sum resolved to be capitalised to the Members holding shares in the Company in the proportions in which such sum would have been divisible amongst them had the same been applied or been applicable in paying dividends and to apply such sum on their behalf either in or towards paying up the amounts (if any) for the time being unpaid on any shares held by such Members respectively, or in paying up in full unissued shares or debentures of the Company of a nominal amount equal to such sum, such shares or debentures to be allotted and distributed and credited as fully paid up to and amongst such Members in the proportion aforesaid or partly in one way and partly in the other: Provided that a share premium account and a capital redemption reserve fund may only be applied hereunder in the paying up of unissued shares to be issued to Members as fully paid shares.	Power to capitalise profits.
132. Whenever such a resolution as aforesaid shall have been passed, the Directors shall make all appropriations and applications of the sum resolved to be capitalised thereby and all allotments and issues of fully paid shares or debentures (if any) and generally shall do all acts and things required to give effect thereto with full power to the Directors to make such provision by payment in cash or otherwise as they think fit for the case of shares or debentures becoming distributable in fractions and also to authorise any person to enter on behalf of all the Members interested into an agreement with the	Implementation of resolution to capitalise profits.

25

Company providing for the allotment to them respectively, credited as fully paid up, of any further shares to which they may be entitled upon such capitalisation or (as the case may require) for the payment up by the Company on their behalf, by the application thereto of their respective proportions of the sum resolved to be capitalised, of the amounts or any part of the amounts remaining unpaid on their existing shares and any agreement made under such authority shall be effective and binding on all such Members.
MINUTES AND BOOKS
133. The Directors shall cause minutes to be made in books to be provided for the purpose -			Minutes.
	(a)	of all appointments of officers made by the Directors;
	(b)	of the names of the Directors present at each meeting of Directors and of any committee of Directors;
	(c)	of all resolutions and proceedings at all Meetings of the Company and of any class of Members, of the Directors and of committees of Directors;
	(d)	of all declarations made by a sole Director which is recorded and signed by the sole Director; and
	(e)	of all resolutions passed by written means with the indication of each Member’s agreement (or agreement on his behalf) to the resolutions.
134. The Directors shall duly comply with the provisions of the Act and in particular the provisions in regard to registration of charges created by or affecting property of the Company, in regard to keeping a Register of Directors, Managers, Secretaries and Auditors, the Register, a Register of Mortgages and Charges and a Register of Directors’ Share and Debenture Holdings and in regard to the production and furnishing of copies of such Registers and of any Register of Holders of Debentures of the Company.			Keeping of Registers, etc.
135. Any register, index, minute book, book of accounts or other book required by these Articles or by the Act to be kept by or on behalf of the Company may be kept either by making entries in bound books or by recording them in any other manner. In any case in which bound books are not used, the Directors shall take adequate precautions for guarding against falsification and for facilitating discovery.			Form of registers, etc.
ACCOUNTS
136. The Directors shall cause to be kept such accounting and other records as are necessary to comply with the provisions of the Act and shall cause those records to be kept in such manner as to enable them to be conveniently and properly audited.			Directors to keep proper accounts.
137. Subject to the provisions of Section 199 of the Act, the books of accounts shall be kept at the Office or at such other place or places as the Directors think fit within Singapore. No Member (other than a Director) shall have any right of inspecting any account or book or document or other recording of the Company except as is conferred by law or authorised by the Directors or by an Ordinary Resolution of the Company.			Location and inspection.
138. Subject to the provisions of the Act, the Directors shall cause to be prepared and to be laid before the Company in General Meeting such profit and loss accounts, balance sheets, group accounts (if any) and reports as may be necessary.			Presentation of accounts.

26

139. Subject to the provisions of the Act, a copy of every balance sheet and profit and loss account which is to be laid before a General Meeting of the Company (including every document required by the Act to be annexed thereto) together with a copy of every report of the Auditors relating thereto and of the Directors’ report shall not less than fourteen days before the date of the Meeting be sent to every Member of, and every holder of debentures (if any) of, the Company and to every other person who is entitled to receive notices from the Company under the provisions of the Act or of these Articles: provided that this Article shall not require a copy of these documents to be sent to any person of whose address the Company is not aware or to more than one of the joint holders of a share in the Company or the several persons entitled thereto in consequence of the death or bankruptcy of the holder or otherwise but any Member to whom a copy of these documents has not been sent shall be entitled to receive a copy free of charge on application at the Office.			Copies of accounts.
AUDITORS
140. Subject to the provisions of the Act, Auditors shall be appointed and their duties regulated in accordance with the provisions of the Act. Every Auditor of the Company shall have a right of access at all times to the accounting and other records of the Company and shall make his report as required by the Act.			Appointment of Auditors.
141. Subject to the provisions of the Act, all acts done by any person acting as an Auditor shall, as regards all persons dealing in good faith with the Company, be valid, notwithstanding that there was some defect in his appointment or that he was at the time of his appointment not qualified for appointment.			Validity of acts of Auditors in spite of some formal defect.
142. The Auditors shall be entitled to attend any General Meeting and to receive all notices of and other communications relating to any General Meeting to which any Member is entitled and to be heard at any General Meeting on any part of the business of the Meeting which concerns them as Auditors.			Auditors’ right to receive notices of and attend at General Meetings.
NOTICES
143. (a) Any notice may be given by the Company to any Member in any of the following ways:			Service of notice.
	(i)	by delivering the notice personally to him; or
	(ii)	by sending it by prepaid mail to him at his registered address in Singapore or where such address is outside Singapore by prepaid air-mail; or
	(iii)	by sending a cable or telex, or telefax containing the text of the notice to him at his registered address in Singapore or where such address is outside Singapore to such address or to any other address as might have been previously notified by the Member concerned to the Company; or
	(iv)	by electronic communication containing the text of the notice to him at an electronic mailing address as previously notified by the Member concerned to the Company for the purpose of receiving electronic communication.
(b) Any notice or other communication served under any of the provisions of these Articles on or by the Company or any officer of the Company may be tested or

27

verified by telex or telefax or telephone or electronic means or such other manner as may be convenient in the circumstances but the Company and its officers are under no obligation so to test or verify any such notice or communication.
144. All notices and documents (including a share certificate) with respect to any shares to which persons are jointly entitled shall be given to whichever of such persons is named first on the Register and notice so given shall be sufficient notice to all the holders of such shares.			Service of notices in respect of joint holders.
145. Any Member with a registered address shall be entitled to have served upon him at such address any notice to which he is entitled under these Articles, except where the Member has an electronic mailing address notified to the Company for the purpose of receiving electronic communication whereupon any notice may be served by the Company to the Member concerned by electronic communication at the said electronic mailing address.			Members shall be served at registered address.
146. A person entitled to a share in consequence of the death or bankruptcy of a Member or otherwise upon supplying to the Company such evidence as the Directors may reasonably require to show his title to the share, and upon supplying also an address for the service of notice, shall be entitled to have served upon him at such address any notice or document to which the Member but for his death or bankruptcy or otherwise would be entitled and such service shall for all purposes be deemed a sufficient service of such notice or document on all persons interested (whether jointly with or as claiming through or under him) in the share. Save as aforesaid any notice or document delivered or sent by post to or left at the registered address of any Member in pursuance of these Articles shall (notwithstanding that such Member be then dead or bankrupt or otherwise not entitled to such share and whether or not the Company have notice of the same) be deemed to have been duly served in respect of any share registered in the name of such Member as sole or joint holder.			Service of notices after death etc. of a Member.
147. (a) Any notice given in conformity with Article 143 shall be deemed to have been given at any of the following times as may be appropriate:			When service effected.
	(i)	when it is delivered personally to the Member, at the time when it is so delivered;
	(ii)	when it is sent by prepaid mail to an address in Singapore or by prepaid airmail to an address outside Singapore, on the second day following that on which the notice was put into the post;
	(iii)	when the notice is sent by cable or telex, or telefax, or electronic communication, on the day it is so sent.
(b) In proving such service or sending, it shall be sufficient to prove that the letter containing the notice or document was properly addressed and put into the post office as a prepaid letter or airmail letter as the case may be or that a telex or telefax or electronic communication was properly addressed and transmitted or that a cable was properly addressed and handed to the relevant authority for despatch.
148. Any notice on behalf of the Company or of the Directors shall be deemed effectual if it purports to bear the signature of the Secretary or other duly authorised officer of the Company, whether such signature is printed or written.			Signature on notice.
149. When a given number of days’ notice or notice extending over any other period is required to be given the day of service shall, unless it is otherwise provided or required by these Articles or by the Act, be not counted in such number of days or period.			Day of service not counted.

28

150. (a) Notice of every General Meeting shall be given in the manner hereinbefore authorised to -			Notice of General Meeting.
	(i)	every Member;
	(ii)	every person entitled to a share in consequence of the death or bankruptcy or otherwise of a Member who but for the same would be entitled to receive notice of the Meeting; and
	(iii)	the Auditor for the time being of the Company.
(b) No other person shall be entitled to receive notices of General Meetings.
151. The provisions of Articles 143, 147, 148 and 149 shall apply mutatis mutandis to notices of meetings of Directors or any committee of Directors.			Notice of meetings of Directors or any committee of Directors.
WINDING UP
152. If the Company is wound up (whether the liquidation is voluntary, under supervision, or by the Court) the Liquidator may, with the authority of a Special Resolution, divide among the Members in specie or kind the whole or any part of the assets of the Company and whether or not the assets shall consist of property of one kind or shall consist of properties of different kinds and may for such purpose set such value as he deems fair upon any one or more class or classes of property to be divided as aforesaid and may determine how such division shall be carried out as between the Members or different classes of Members. The Liquidator may, with the like authority, vest the whole or any part of the assets in trustees upon such trusts for the benefit of Members as the Liquidator with the like authority thinks fit and the liquidation of the Company may be closed and the Company dissolved but so that no Member shall be compelled to accept any shares or other securities in respect of which there is a liability.			Distribution of assets in specie.
INDEMNITY
153. Subject to the provisions of the Act, every Director, Auditor, Secretary or other officer of the Company shall be entitled to be indemnified by the Company against all costs, charges, losses, expenses and liabilities incurred by him in the execution and discharge of his duties or in relation thereto and in particular and without prejudice to the generality of the foregoing no Director, Manager, Secretary or other officer of the Company shall be liable for the acts, receipts, neglects or defaults of any other Director or officer or for joining in any receipt or other act for conformity or for any loss or expense happening to the Company through the insufficiency or deficiency of title to any property acquired by order of the Directors for or on behalf of the Company or for the insufficiency or deficiency of any security in or upon which any of the moneys of the Company shall be invested or for any loss or damage arising from the bankruptcy, insolvency or tortious act of any person with whom any moneys, securities or effects shall be deposited or left or for any other loss, damage or misfortune whatever which shall happen in the execution of the duties of his office or in relation thereto unless the same happen through his own negligence, wilful default, breach of duty or breach of trust.			Indemnity of Directors and officers.

29

     NAME, ADDRESS AND OCCUPATION OF SUBSCRIBER

-s- Lee Peek Sze Christine
Lee Peek Sze Christine

8 Lakepoint Drive
#03-43
Singapore 648926

Advocate & Solicitor

Dated this 2^nd day of September 2005.

Witness to the above signature:

-s- Low Kah Keong
Low Kah Keong
Advocate & Solicitor
c/o WongPartnership
Advocates & Solicitors
80 Raffles Place
#58-01 UOB Plaza 1

Singapore 048624

30

EX-4.1

Exhibit 4.1

INDENTURE

Dated as of December 1, 2005

Among

AVAGO TECHNOLOGIES FINANCE PTE. LTD.,

AVAGO TECHNOLOGIES U.S. INC.,

AVAGO TECHNOLOGIES WIRELESS (U.S.A.) MANUFACTURING INC.,

THE GUARANTORS NAMED ON THE SIGNATURE PAGES HERETO

and

THE BANK OF NEW YORK,
as Trustee

10 ¹/₈% SENIOR NOTES DUE 2013
and
SENIOR FLOATING RATE NOTES DUE 2013

TABLE OF CONTENTS

		Page
ARTICLE 1	DEFINITIONS AND INCORPORATION BY REFERENCE		1
Section 1.01.	Definitions		1
Section 1.02.	Other Definitions		36
Section 1.03.	Incorporation by Reference of Trust Indenture Act		37
Section 1.04.	Rules of Construction		37
Section 1.05.	Acts of Holders		38
ARTICLE 2	THE NOTES		40
Section 2.01.	Form and Dating; Terms		40
Section 2.02.	Execution and Authentication		41
Section 2.03.	Registrar, Paying Agent and Calculation Agent		42
Section 2.04.	Paying Agent to Hold Money in Trust		42
Section 2.05.	Holder Lists		43
Section 2.06.	Transfer and Exchange		43
Section 2.07.	Replacement Notes		57
Section 2.08.	Outstanding Notes		57
Section 2.09.	Treasury Notes		58
Section 2.10.	Temporary Notes		58
Section 2.11.	Cancellation		58
Section 2.12.	Defaulted Interest		58
Section 2.13.	CUSIP Numbers; ISIN Numbers		59
ARTICLE 3	REDEMPTION		59
Section 3.01.	Notices to Trustee		59
Section 3.02.	Selection of Notes to Be Redeemed or Purchased		60
Section 3.03.	Notice of Redemption		60
Section 3.04.	Effect of Notice of Redemption		61
Section 3.05.	Deposit of Redemption or Purchase Price		61
Section 3.06.	Notes Redeemed or Purchased in Part		62
Section 3.07.	Optional Redemption		62
Section 3.08.	Redemption Upon Changes in Withholding Taxes		64
Section 3.09.	Mandatory Redemption		65
Section 3.10.	Offers to Repurchase by Application of Excess Proceeds		65
ARTICLE 4	COVENANTS		67
Section 4.01.	Payment of Notes		67
Section 4.02.	Maintenance of Office or Agency		68
Section 4.03.	Reports and Other Information		68
Section 4.04.	Compliance Certificate		70
Section 4.05.	Taxes		70
Section 4.06.	Stay, Extension and Usury Laws		71
Section 4.07.	Limitation on Restricted Payments		71

i

TABLE OF CONTENTS
(continued)

		Page
Section 4.08.	Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries		78
Section 4.09.	Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock		80
Section 4.10.	Asset Sales		86
Section 4.11.	Transactions with Affiliates		89
Section 4.12.	Liens		91
Section 4.13.	Corporate Existence		91
Section 4.14.	Offer to Repurchase Upon Change of Control		91
Section 4.15.	Limitation on Guarantees of Indebtedness by Restricted Subsidiaries		93
Section 4.16.	Suspension of Covenants		94
Section 4.17.	Additional Amounts		95
ARTICLE 5	SUCCESSORS		97
Section 5.01.	Merger, Consolidation or Sale of All or Substantially All Assets		97
Section 5.02.	Successor Corporation Substituted		99
ARTICLE 6	DEFAULTS AND REMEDIES		100
Section 6.01.	Events of Default		100
Section 6.02.	Acceleration		102
Section 6.03.	Other Remedies		103
Section 6.04.	Waiver of Past Defaults		103
Section 6.05.	Control by Majority		103
Section 6.06.	Limitation on Suits		103
Section 6.07.	Rights of Holders of Notes to Receive Payment		104
Section 6.08.	Collection Suit by Trustee		104
Section 6.09.	Restoration of Rights and Remedies		104
Section 6.10.	Rights and Remedies Cumulative		105
Section 6.11.	Delay or Omission Not Waiver		105
Section 6.12.	Trustee May File Proofs of Claim		105
Section 6.13.	Priorities		106
Section 6.14.	Undertaking for Costs		106
ARTICLE 7	TRUSTEE		106
Section 7.01.	Duties of Trustee		106
Section 7.02.	Rights of Trustee		107
Section 7.03.	Individual Rights of Trustee		109
Section 7.04.	Trustee’s Disclaimer		109
Section 7.05.	Notice of Defaults		109
Section 7.06.	Reports by Trustee to Holders of the Notes		109
Section 7.07.	Compensation and Indemnity		110
Section 7.08.	Replacement of Trustee		111

ii

TABLE OF CONTENTS
(continued)

		Page
Section 7.09.	Successor Trustee by Merger, etc		112
Section 7.10.	Eligibility; Disqualification		112
Section 7.11.	Preferential Collection of Claims Against Issuers		112
ARTICLE 8	LEGAL DEFEASANCE AND COVENANT DEFEASANCE		112
Section 8.01.	Option to Effect Legal Defeasance or Covenant Defeasance		112
Section 8.02.	Legal Defeasance and Discharge		112
Section 8.03.	Covenant Defeasance		113
Section 8.04.	Conditions to Legal or Covenant Defeasance		114
Section 8.05.	Deposited Money and Government Securities to Be Held in Trust; Other Miscellaneous Provisions		116
Section 8.06.	Repayment to Issuers		116
Section 8.07.	Reinstatement		117
ARTICLE 9	AMENDMENT, SUPPLEMENT AND WAIVER		117
Section 9.01.	Without Consent of Holders of Notes		117
Section 9.02.	With Consent of Holders of Notes		118
Section 9.03.	Compliance with Trust Indenture Act		120
Section 9.04.	Revocation and Effect of Consents		120
Section 9.05.	Notation on or Exchange of Notes		121
Section 9.06.	Trustee to Sign Amendments, etc		121
Section 9.07.	Payment for Consent		121
ARTICLE 10	GUARANTEES		121
Section 10.01.	Guarantee		122
Section 10.02.	Limitation on Guarantor Liability		123
Section 10.03.	Execution and Delivery		126
Section 10.04.	Subrogation		127
Section 10.05.	Benefits Acknowledged		127
Section 10.06.	Release of Guarantees		127
ARTICLE 11	SATISFACTION AND DISCHARGE		128
Section 11.01.	Satisfaction and Discharge		128
Section 11.02.	Application of Trust Money		129
ARTICLE 12	MISCELLANEOUS		129
Section 12.01.	Trust Indenture Act Controls		129
Section 12.02.	Notices		130
Section 12.03.	Communication by Holders of Notes with Other Holders of Notes		131
Section 12.04.	Certificate and Opinion as to Conditions Precedent		131
Section 12.05.	Statements Required in Certificate or Opinion		131
Section 12.06.	Rules by Trustee and Agents		132

iii

TABLE OF CONTENTS
(continued)

		Page
Section 12.07.	No Personal Liability of Directors, Officers, Employees and Stockholders		132
Section 12.08.	Governing Law		132
Section 12.09.	Consent to Jurisdiction, Service of Process and Immunity		132
Section 12.10.	Waiver of Jury Trial		133
Section 12.11.	Force Majeure		133
Section 12.12.	No Adverse Interpretation of Other Agreements		133
Section 12.13.	Successors		133
Section 12.14.	Severability		134
Section 12.15.	Counterpart Originals		134
Section 12.16.	Table of Contents, Headings, etc		134
Section 12.17.	Qualification of Indenture		134

EXHIBITS
Exhibit A-1	Form of Fixed Rate Note
Exhibit A-2	Form of Floating Rate Note
Exhibit B	Form of Certificate of Transfer
Exhibit C	Form of Certificate of Exchange
Exhibit D	Form of Supplemental Indenture to Be Delivered by Subsequent Guarantors

iv

CROSS-REFERENCE TABLE*

Trust Indenture Act Section	Indenture Section
310(a)(1)	7.10
(a)(2)	7.10
(a)(3)	N.A.
(a)(4)	N.A.
(a)(5)	7.10
(b)	7.10
(c)	N.A.
311(a)	7.11
(b)	7.11
(c)	N.A.
312(a)	2.05
(b)	12.03
(c)	12.03
313(a)	7.06
(b)(1)	N.A.
(b)(2)	7.06;7.07
(c)	7.06;12.02
(d)	7.06
314(a)	4.03;12.02;12.05
(b)	N.A.
(c)(1)	12.04
(c)(2)	12.04
(c)(3)	N.A.
(d)	N.A.
(e)	12.05
(f)	N.A.
315(a)	7.01
(b)	7.05;12.02
(c)	7.01
(d)	7.01
(e)	6.14
316(a)(last sentence)	2.09
(a)(1)(A)	6.05
(a)(1)(B)	6.04
(a)(2)	N.A.
(b)	6.07
(c)	2.12;9.04
317(a)(1)	6.08
(a)(2)	6.12
(b)	2.04
318(a)	12.01
(b)	N.A.
(c)	12.01

N.A.	means not applicable.
*	This Cross-Reference Table is not part of this Indenture.

          INDENTURE, dated as of December 1, 2005, among Avago Technologies Finance Pte. Ltd., a private limited company organized under the laws of the Republic of Singapore (the “Company”), Avago Technologies U.S. Inc., a Delaware corporation, and Avago Technologies Wireless (U.S.A.) Manufacturing Inc., a Delaware corporation, (each a “U.S. Issuer” and together the “U.S. Issuers” and, collectively with the Company, the “Issuers”), the Guarantors (as defined herein) listed on the signature pages hereto and The Bank of New York, a New York banking corporation, as Trustee.

W I T N E S S E T H

          WHEREAS, the Issuers have duly authorized the creation of an issue of (i) $500,000,000 aggregate principal amount of 10 ¹/₈% Senior Notes due 2013 (the “Initial Fixed Rate Notes”) and (ii) $250,000,000 aggregate principal amount of Senior Floating Rate Notes due 2013 (the “Initial Floating Rate Notes”); and

          WHEREAS, each of the Issuers and the Guarantors has duly authorized the execution and delivery of this Indenture.

          NOW, THEREFORE, the Issuers, the Guarantors and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders of the Notes.

ARTICLE 1

DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.01. Definitions.

          “144A Global Note” means a Global Note substantially in the form of Exhibit A-1 or Exhibit A-2 hereto, as the case may be, bearing the Global Note Legend and the Private Placement Legend and deposited with or on behalf of, and registered in the name of, the Depositary or its nominee that will be issued in a denomination equal to the outstanding principal amount of the Notes sold in reliance on Rule 144A.

          “Acquired Indebtedness” means, with respect to any specified Person,

     (1) Indebtedness of any other Person existing at the time such other Person is merged with or into or became a Restricted Subsidiary of such specified Person, including Indebtedness incurred in connection with, or in contemplation of, such other Person merging with or into or becoming a Restricted Subsidiary of such specified Person, and

     (2) Indebtedness secured by a Lien encumbering any asset acquired by such specified Person.

          “Additional Amounts” shall have the definition set forth in Section 4.17 hereof. All references in this Indenture to payments of principal of, premium, if any, and interest on the

Notes shall be deemed to include any applicable Additional Amounts that may become payable in respect of the Notes.

          “Additional Fixed Rate Notes” means additional Fixed Rate Notes (other than the Initial Fixed Rate Notes and other than Exchange Notes for such Initial Fixed Rate Notes) issued from time to time under this Indenture in accordance with Sections 2.01 and 4.09 hereof.

          “Additional Floating Rate Notes” means additional Floating Rate Notes (other than the Initial Floating Rate Notes and other than Exchange Notes issued for such Initial Floating Rate Notes) issued from time to time under this Indenture in accordance with Sections 2.01 and 4.09 hereof.

          “Additional Interest” means all additional interest then owing pursuant to the Registration Rights Agreement.

          “Additional Notes” means Additional Fixed Rate Notes and Additional Floating Rate Notes.

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

          “Agent” means any Registrar, Paying Agent or Calculation Agent.

          “Agilent” means Agilent Technologies, Inc., a Delaware corporation.

          “Applicable Premium” means, with respect to any Note on any Redemption Date, the greater of:

     (1) 1.0% of the principal amount of such Note; and

     (2) the excess, if any, of (a) the present value at such Redemption Date of (i) the redemption price of such Note at December 1, 2007 (with respect to any Floating Rate Note) or December 1, 2009 (with respect to any Fixed Rate Note) (each such redemption price being set forth in Section 3.07 hereof), plus (ii) all required interest payments due on such Note through December 1, 2007 (with respect to any Floating Rate Note, assuming that the rate of interest on the Floating Rate Notes for the period from the Redemption Date through December 1, 2007 will be equal to the rate of interest on the Floating Rate Notes in effect on the date on which the applicable notice of redemption is given) or December 1, 2009 (with respect to any Fixed Rate Note) (excluding accrued but unpaid interest to the Redemption Date), computed using a discount rate equal to the

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Treasury Rate as of such Redemption Date plus 50 basis points; over (b) the principal amount of such Note.

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

          “Asset Sale” means:

     (1) the sale, conveyance, transfer or other disposition, whether in a single transaction or a series of related transactions, of property or assets (including by way of a Sale and Lease-Back Transaction) of the Company or any of its Restricted Subsidiaries (each referred to in this definition as a “disposition”); or

     (2) the issuance or sale of Equity Interests of any Restricted Subsidiary (other than Preferred Stock of Restricted Subsidiaries issued in compliance with Section 4.09 hereof, whether in a single transaction or a series of related transactions;

in each case, other than:

     (a) any disposition of Cash Equivalents or Investment Grade Securities or obsolete or worn out equipment in the ordinary course of business or any disposition of inventory or goods (or other assets) held for sale in the ordinary course of business;

     (b) the disposition of all or substantially all of the assets of the Company in a manner permitted pursuant to the provisions set forth under Section 5.01 hereof or any disposition that constitutes a Change of Control pursuant to this Indenture;

     (c) the making of any Restricted Payment or Permitted Investment that is permitted to be made, and is made, under Section 4.07 hereof;

     (d) any disposition of assets or issuance or sale of Equity Interests of any Restricted Subsidiary in any transaction or series of transactions with an aggregate fair market value of less than $15.0 million;

     (e) any disposition of property or assets or issuance of securities by a Restricted Subsidiary of the Company to the Company or by the Company or a Restricted Subsidiary of the Company to another Restricted Subsidiary of the Company;

     (f) to the extent allowable under Section 1031 of the Internal Revenue Code of 1986 or comparable law or regulation, any exchange of like property (excluding any boot thereon) for use in a Similar Business;

     (g) the lease, assignment or sub-lease of any real or personal property in the ordinary course of business;

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     (h) any issuance or sale of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary;

     (i) foreclosures on assets;

     (j) sales of accounts receivable, or participations therein, in connection with any Receivables Facility; and

     (k) any financing transaction with respect to property built or acquired by the Company or any Restricted Subsidiary after the Issue Date, including Sale and Lease-Back Transactions and asset securitizations permitted by this Indenture.

          “Bankruptcy Law” means Title 11, U.S. Code or any similar federal or state law for the relief of debtors, or the law of any other jurisdiction relating to bankruptcy, insolvency, winding up, liquidation, reorganization or relief of debtors.

          “Broker-Dealer” has the meaning set forth in the Registration Rights Agreement.

          “Business Day” means each day which is not a Legal Holiday.

          “Capital Stock” means:

     (1) in the case of a corporation, corporate stock;

     (2) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;

     (3) in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and

     (4) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person.

          “Capitalized Lease Obligation” means, at the time any determination thereof is to be made, the amount of the liability in respect of a capital lease that would at such time be required to be capitalized and reflected as a liability on a balance sheet (excluding the footnotes thereto) in accordance with GAAP.

          “Cash Equivalents” means:

     (1) United States dollars;

     (2) (a) euro or any national currency of any participating member state of the EMU; or

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          (b) in the case of any Foreign Subsidiary that is a Restricted Subsidiary, such local currencies held by them from time to time in the ordinary course of business;

     (3) securities issued or directly and fully and unconditionally guaranteed or insured by the U.S. government or any agency or instrumentality thereof, the government of the Republic of Singapore, the World Bank or the Asian Development Bank, the securities of which are unconditionally guaranteed as a full faith and credit obligation of any such government or entity with maturities of 24 months or less from the date of acquisition;

     (4) certificates of deposit, time deposits and eurodollar time deposits with maturities of one year or less from the date of acquisition, bankers’ acceptances with maturities not exceeding one year and overnight bank deposits, in each case with any commercial bank having capital and surplus of not less than $500.0 million in the case of U.S. banks and $100.0 million (or the U.S. dollar equivalent as of the date of determination) in the case of non-U.S. banks;

     (5) repurchase obligations for underlying securities of the types set forth in clauses (3) and (4) entered into with any financial institution meeting the qualifications specified in clause (4) above;

     (6) commercial paper rated at least P-1 by Moody’s or at least A-1 by S&P and in each case maturing within 24 months after the date of creation thereof;

     (7) marketable short-term money market and similar securities having a rating of at least P-2 or A-2 from either Moody’s or S&P, respectively (or, if at any time neither Moody’s nor S&P shall be rating such obligations, an equivalent rating from another Rating Agency) and in each case maturing within 24 months after the date of creation thereof;

     (8) investment funds investing 95% of their assets in securities of the types set forth in clauses (1) through (7) above;

     (9) readily marketable direct obligations issued by any state, commonwealth or territory of the United States or any political subdivision or taxing authority thereof having an Investment Grade Rating from either Moody’s or S&P with maturities of 24 months or less from the date of acquisition; and

     (10) Indebtedness or Preferred Stock issued by Persons with a rating of “A” or higher from S&P or “A2” or higher from Moody’s with maturities of 24 months or less from the date of acquisition.

          Notwithstanding the foregoing, Cash Equivalents shall include amounts denominated in currencies other than those set forth in clauses (1) and (2) above, provided that

5

such amounts are converted into any currency listed in clauses (1) and (2) as promptly as practicable and in any event within ten Business Days following the receipt of such amounts.

          “Change of Control” means the occurrence of any of the following:

     (1) the sale, lease or transfer, in one or a series of related transactions, of all or substantially all of the assets of the Company and its Subsidiaries, taken as a whole, to any Person other than a Permitted Holder; or

     (2) the Company becomes aware of (by way of a report or any other filing pursuant to Section 13(d) of the Exchange Act, proxy, vote, written notice or otherwise) the acquisition by any Person or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision), including any group acting for the purpose of acquiring, holding or disposing of securities (within the meaning of Rule 13d-5(b)(1) under the Exchange Act), other than the Permitted Holders, in a single transaction or in a related series of transactions, by way of merger, consolidation or other business combination or purchase of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act, or any successor provision) of 50% or more of the total voting power of the Voting Stock of the Company or any of its direct or indirect parent companies holding directly or indirectly 100% of the total voting power of the Voting Stock of the Company.

          “Company” has the meaning set forth in the first preamble to this Indenture; provided that when used in the context of determining the fair market value of an asset or liability under this Indenture, “Company” shall be deemed to mean the board of directors of the Company when the fair market value is equal to or in excess of $50.0 million (unless otherwise expressly stated).

          “Clearstream” means Clearstream Banking, Société Anonyme.

          “Consolidated Depreciation and Amortization Expense” means, with respect to any Person for any period, the total amount of depreciation and amortization expense, including the amortization of deferred financing fees of such Person and its Restricted Subsidiaries for such period on a consolidated basis and otherwise determined in accordance with GAAP.

          “Consolidated Interest Expense” means, with respect to any Person for any period, without duplication, the sum of:

     (1) consolidated interest expense of such Person and its Restricted Subsidiaries for such period, to the extent such expense was deducted (and not added back) in computing Consolidated Net Income (including (a) amortization of original issue discount resulting from the issuance of Indebtedness at less than par, (b) all commissions, discounts and other fees and charges owed with respect to letters of credit or bankers acceptances, (c) non-cash interest payments (but excluding any non-cash interest expense attributable to the movement in the mark to market valuation of Hedging Obligations or other derivative instruments pursuant to GAAP), (d) the interest component of Capitalized Lease

6

Obligations, and (e) net payments, if any, pursuant to interest rate Hedging Obligations with respect to Indebtedness, and excluding (t) accretion or accrual of discounted liabilities other than Indebtedness, (u) any expense resulting from the discounting of any Indebtedness in connection with the application of purchase accounting in connection with any acquisition, (v) any Additional Interest and any comparable “Additional Interest” with respect to the Subordinated Notes or other securities (w) amortization of deferred financing fees, debt issuance costs, commissions, fees and expenses, (x) any expensing of bridge, commitment and other financing fees, (y) interest with respect to Indebtedness of any direct or indirect parent of such Person appearing upon the balance sheet of such Person solely by reason of push-down accounting under GAAP, and (z) Receivables Fees and any other commissions, discounts, yield and other fees and charges (including any interest expense) related to a Receivables Facility); plus

     (2) consolidated capitalized interest of such Person and its Restricted Subsidiaries for such period, whether paid or accrued; less

     (3) interest income for such period.

          For purposes of this definition, interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by such Person to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP.

          “Consolidated Net Income” means, with respect to any Person for any period, the aggregate of the Net Income of such Person and its Restricted Subsidiaries for such period, on a consolidated basis and otherwise determined in accordance with GAAP; provided, however, that, without duplication,

     (1) any after-tax effect of extraordinary, non-recurring or unusual gains or losses (less all fees and expenses relating thereto) or extraordinary, non-recurring or unusual expenses, severance, relocation costs and curtailments or modifications to pension and post-retirement employee benefit plans and, to the extent incurred on or prior to April 30, 2007, other expenses (including start-up and transition costs) relating to the Transactions, shall be excluded,

     (2) the cumulative effect of a change in accounting principles during such period shall be excluded,

     (3) any after-tax effect of income (loss) from disposed, abandoned, transferred, closed or discontinued operations and any net after-tax gains or losses on disposal of disposed, abandoned, transferred, closed or discontinued operations shall be excluded,

     (4) any after-tax effect of gains or losses (less all fees and expenses relating thereto) attributable to asset dispositions other than in the ordinary course of business, as determined in good faith by the Company, shall be excluded,

7

     (5) the Net Income for such period of any Person that is not a Subsidiary, or is an Unrestricted Subsidiary, or that is accounted for by the equity method of accounting, shall be excluded; provided, however, that Consolidated Net Income of the Company shall be increased by the amount of dividends or distributions or other payments that are actually paid in cash (or to the extent converted into cash) to the referent Person or a Restricted Subsidiary thereof in respect of such period,

     (6) solely for the purpose of determining the amount available for Restricted Payments under clause (3)(a) of Section 4.07(a) hereof, the Net Income for such period of any Restricted Subsidiary (other than any U.S. Issuer or any Guarantor) shall be excluded if the declaration or payment of dividends or similar distributions by that Restricted Subsidiary of its Net Income is not at the date of determination wholly permitted without any prior governmental approval (which has not been obtained) or, directly or indirectly, by the operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule, or governmental regulation applicable to that Restricted Subsidiary or its stockholders, unless such restriction with respect to the payment of dividends or similar distributions has been legally waived, provided that Consolidated Net Income of the Company will be increased by the amount of dividends or other distributions or other payments actually paid in cash (or to the extent converted into cash) to the Company or a Restricted Subsidiary thereof in respect of such period, to the extent not already included therein,

     (7) effects of adjustments (including the effects of such adjustments pushed down to the Company and its Restricted Subsidiaries) in the property and equipment, inventory, intangible assets, deferred revenue and debt line items in such Person’s consolidated financial statements pursuant to GAAP resulting from the application of purchase accounting in relation to the Transactions or any consummated acquisition or the amortization or write-off (including the write-off of in-process research and development in connection with the Transactions) of any amounts thereof, net of taxes, shall be excluded,

     (8) any after-tax effect of income (loss) from the early extinguishment of Indebtedness or Hedging Obligations or other derivative instruments shall be excluded,

     (9) any impairment charge or asset write-off, in each case, pursuant to GAAP and the amortization of intangibles arising pursuant to GAAP shall be excluded,

     (10) any non-cash compensation expense recorded from grants of stock appreciation or similar rights, stock options, restricted stock or other rights shall be excluded,

     (11) any fees and expenses incurred during such period, or any amortization thereof for such period, in connection with any acquisition, disposition, recapitalization, Investment, Asset Sale, issuance or repayment of Indebtedness, issuance of Equity Interests, refinancing transaction or amendment or modification of any debt instrument (in each case, including any such transaction consummated prior to the Issue Date and

8

any such transaction undertaken but not completed) and any charges or non-recurring merger costs incurred during such period as a result of any such transaction shall be excluded, and

     (12) accruals and reserves that are established or adjusted as a result of the Transactions in accordance with GAAP or changes as a result of adoption of or modification of accounting policies, in each case, within twelve months after the Issue Date, shall be excluded.

          Notwithstanding the foregoing, for the purpose of Section 4.07 hereof only (other than clause (3)(d) of Section 4.07(a) hereof), there shall be excluded from Consolidated Net Income any income arising from any sale or other disposition of Restricted Investments made by the Company and its Restricted Subsidiaries, any repurchases and redemptions of Restricted Investments from the Company and its Restricted Subsidiaries, any repayments of loans and advances which constitute Restricted Investments by the Company or any of its Restricted Subsidiaries, any sale of the stock of an Unrestricted Subsidiary or any distribution or dividend from an Unrestricted Subsidiary, in each case only to the extent such amounts increase the amount of Restricted Payments permitted under clause (3)(d) of Section 4.07(a) hereof.

          “Consolidated Net Tangible Assets” means the total amount of assets (less applicable reserves and other properly deductible items) after deducting (i) all current liabilities (excluding the amount of those which are by their terms extendable or renewable at the option of the obligor to a date more than 12 months after the date as of which the amount is being determined) and (2) all goodwill, tradenames, patents, unamortized debt discount and expense and other intangible assets, all as set forth on the most recent balance sheet of the Company and its consolidated Restricted Subsidiaries and determined in accordance with GAAP.

          “Consolidated Secured Debt Ratio” as of any date of determination means, the ratio of (1) Consolidated Total Indebtedness of the Company and its Restricted Subsidiaries that is secured by Liens as of the end of the most recent fiscal period for which internal financial statements are available immediately preceding the date on which such event for which such calculation is being made shall occur to (2) the Company’s EBITDA for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such event for which such calculation is being made shall occur, in each case with such pro forma adjustments to Consolidated Total Indebtedness and EBITDA as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of Fixed Charge Coverage Ratio.

          “Consolidated Senior Credit Facilities Debt Ratio” as of any date of determination means, the ratio of (1) Indebtedness of the Company and its Restricted Subsidiaries outstanding under the Senior Credit Facilities (other than any second lien tranche of Indebtedness under the Senior Credit Facilities issued subsequent to the Issue Date) as of the end of the most recent fiscal period for which internal financial statements are available immediately preceding the date on which such event for which such calculation is being made shall occur, minus the aggregate cash included in the cash accounts listed on the consolidated balance sheet of the Company and its Restricted Subsidiaries in excess of $15.0 million and undrawn letters of credit to (2) the

9

Company’s EBITDA for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such event for which such calculation is being made shall occur, in each case with such pro forma adjustments to (a) Indebtedness under the Senior Credit Facilities and EBITDA as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of Fixed Charge Coverage Ratio and (b) cash accounts, after giving pro forma effect to any Restricted Payments pursuant to clause (17) of Section 4.07(b) hereof.

          “Consolidated Total Indebtedness” means, as at any date of determination, an amount equal to the sum of (1) the aggregate amount of all outstanding Indebtedness of the Company and its Restricted Subsidiaries on a consolidated basis consisting of Indebtedness for borrowed money, Obligations in respect of Capitalized Lease Obligations and debt obligations evidenced by promissory notes and similar instruments (and excluding, for the avoidance of doubt, all obligations relating to Receivables Facilities) and (2) the aggregate amount of all outstanding Disqualified Stock of the Company and all Preferred Stock of its Restricted Subsidiaries on a consolidated basis, with the amount of such Disqualified Stock and Preferred Stock equal to the greater of their respective voluntary or involuntary liquidation preferences and maximum fixed repurchase prices, in each case determined on a consolidated basis in accordance with GAAP. For purposes hereof, the “maximum fixed repurchase price” of any Disqualified Stock or Preferred Stock that does not have a fixed repurchase price shall be calculated in accordance with the terms of such Disqualified Stock or Preferred Stock as if such Disqualified Stock or Preferred Stock were purchased on any date on which Consolidated Total Indebtedness shall be required to be determined pursuant to this Indenture, and if such price is based upon, or measured by, the fair market value of such Disqualified Stock or Preferred Stock, such fair market value shall be determined reasonably and in good faith by the Company.

          “Consolidated Total Leverage Ratio” as of any date of determination means, the ratio of (1) Consolidated Total Indebtedness of the Company and its Restricted Subsidiaries as of the end of the most recent fiscal period for which internal financial statements are available immediately preceding the date on which such event for which such calculation is being made shall occur to (2) the Company’s EBITDA for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such event for which such calculation is being made shall occur, in each case with such pro forma adjustments to Consolidated Total Indebtedness and EBITDA as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of Fixed Charge Coverage Ratio.

          “Contingent Obligations” means, with respect to any Person, any obligation of such Person guaranteeing any leases, dividends or other obligations that do not constitute Indebtedness (“primary obligations”) of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, including, without limitation, any obligation of such Person, whether or not contingent,

     (1) to purchase any such primary obligation or any property constituting direct or indirect security therefor,

     (2) to advance or supply funds

10

          (a) for the purchase or payment of any such primary obligation, or

          (b) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, or

     (3) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation against loss in respect thereof.

          “Corporate Trust Office of the Trustee” shall be at the address of the Trustee specified in Section 12.02 hereof or such other address as to which the Trustee may give notice to the Holders and the Issuers.

          “Credit Facilities” means, with respect to the Company or any of its Restricted Subsidiaries, one or more debt facilities, including the Senior Credit Facilities, or other financing arrangements (including, without limitation, commercial paper facilities or indentures) providing for revolving credit loans, term loans, letters of credit or other long-term indebtedness, including any notes, mortgages, guarantees, collateral documents, instruments and agreements executed in connection therewith, and any amendments, supplements, modifications, extensions, renewals, restatements or refundings thereof and any indentures or credit facilities or commercial paper facilities that replace, refund or refinance any part of the loans, notes, other credit facilities or commitments thereunder, including any such replacement, refunding or refinancing facility or indenture that increases the amount permitted to be borrowed thereunder or alters the maturity thereof (provided that such increase in borrowings is permitted under Section 4.09 hereof) or adds Restricted Subsidiaries as additional borrowers or guarantors thereunder and whether by the same or any other agent, lender or group of lenders.

          “Custodian” means the Trustee, as custodian with respect to the Notes in global form, or any successor entity thereto.

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

          “Definitive Note” means a certificated Note registered in the name of the Holder thereof and issued in accordance with Section 2.06(c) hereof, substantially in the form of Exhibit A-1 or A-2 hereto, as the case may be, except that such Note shall not bear the Global Note Legend and shall not have the “Schedule of Exchanges of Interests in the Global Note” attached thereto.

          “Depositary” means, with respect to the Notes issuable or issued in whole or in part in global form, the Person specified in Section 2.03 hereof as the Depositary with respect to the Notes, and any and all successors thereto appointed as Depositary hereunder and having become such pursuant to the applicable provision of this Indenture.

          “Designated Asset Sales” means Asset Sales of business units or product lines and related assets (other than the Electronics Components Business Unit), in each case substantially as

11

an entirety, which are designated as “Designated Asset Sales,” pursuant to an Officer’s Certificate executed by the principal financial officer of the Company on the date of sale, the net proceeds of which shall be permitted to be used to redeem the Notes in accordance with Section 3.07 hereof or to make Restricted Payments set forth in clause (17) of Section 4.07(b) hereof; provided, however, (i) that after giving pro forma effect to any such Designated Asset Sale and the application of such net proceeds, the Company’s Consolidated Senior Credit Facilities Debt Ratio would be less than or equal to (x) the Company’s Consolidated Senior Credit Facilities Debt Ratio immediately prior to such asset sale and (y) 1.5 to 1.0, (ii) after giving pro forma effect to any such Designated Asset Sale and the application of such net proceeds, the Company’s Consolidated Total Leverage Ratio shall be less than or equal to (x) the Company’s Consolidated Total Leverage Ratio immediately prior to such asset sale and (y) 3.0 to 1.0, and (iii) at the time of such Designated Asset Sale, at least $250.0 million of outstanding term Indebtedness under the Senior Credit Facilities outstanding on the Issue Date or subsequent to the Issue Date pursuant to the Tranche B-2 Term Loan Commitment (as defined in the Senior Credit Facilities as in effect on the Issue Date) shall have been repaid since the Issue Date; provided further, however, that the Company will not be required to satisfy the conditions under clause (2) of Section 4.10(a) hereof if the Company intends in good faith at the time such Designated Asset Sale is consummated, as evidenced in the Officer’s Certificate, to use any non-cash consideration in excess of the amount otherwise permitted by the provisions of such clause (2) to make Restricted Payments pursuant to clause (17) of Section 4.07(b) hereof.

          “Designated Non-cash Consideration” means the fair market value of non-cash consideration received by the Company or a Restricted Subsidiary in connection with an Asset Sale that is so designated as Designated Non-cash Consideration pursuant to an Officer’s Certificate, setting forth the basis of such valuation, executed by the principal financial officer of the Company, less the amount of cash or Cash Equivalents received in connection with a subsequent sale of or collection on such Designated Non-cash Consideration.

          “Designated Preferred Stock” means Preferred Stock of the Company or any parent corporation thereof (in each case other than Disqualified Stock) that is issued for cash (other than to a Restricted Subsidiary or an employee stock ownership plan or trust established by the Company or any of its Subsidiaries) and is so designated as Designated Preferred Stock, pursuant to an Officer’s Certificate executed by the principal financial officer of the Company or the applicable parent corporation thereof, as the case may be, on the issuance date thereof, the cash proceeds of which are excluded from the calculation set forth in clause (3) of Section 4.07(a) hereof.

          “Disqualified Stock” means, with respect to any Person, any Capital Stock of such Person which, by its terms, or by the terms of any security into which it is convertible or for which it is putable or exchangeable, or upon the happening of any event, matures or is mandatorily redeemable (other than solely as a result of a change of control or asset sale) pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the holder thereof (other than solely as a result of a change of control or asset sale), in whole or in part, in each case prior to the date 91 days after the earlier of the maturity date of the Notes or the date the Notes are no longer outstanding; provided, however, that if such Capital Stock is issued to any plan for the benefit of employees of the Company or its Subsidiaries or by any such plan to

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such employees, such Capital Stock shall not constitute Disqualified Stock solely because it may be required to be repurchased by the Company or its Subsidiaries in order to satisfy applicable statutory or regulatory obligations.

          “EBITDA” means, with respect to any Person for any period, the Consolidated Net Income of such Person for such period

     (1) increased (without duplication) by:

          (a) provision for taxes based on income or profits or capital, including, without limitation, state, franchise and similar taxes and foreign withholding taxes of such Person paid or accrued during such period deducted (and not added back) in computing Consolidated Net Income; plus

          (b) Fixed Charges of such Person for such period (including (x) net losses or Hedging Obligations or other derivative instruments entered into for the purpose of hedging interest rate risk and (y) costs of surety bonds in connection with financing activities, in each case, to the extent included in Fixed Charges) to the extent the same was deducted (and not added back) in calculating such Consolidated Net Income; plus

          (c) Consolidated Depreciation and Amortization Expense of such Person for such period to the extent the same were deducted (and not added back) in computing Consolidated Net Income; plus

          (d) the amount of any restructuring charge or reserve deducted (and not added back) in such period in computing Consolidated Net Income, including any one-time costs incurred in connection with acquisitions after the Issue Date and costs related to the closure and/or consolidation of facilities; plus

          (e) any other non-cash charges, including any write-off or write downs, reducing Consolidated Net Income for such period (provided that if any such non-cash charges represent an accrual or reserve for potential cash items in any future period, the cash payment in respect thereof in such future period shall be subtracted from EBITDA to such extent, and excluding amortization of a prepaid cash item that was paid in a prior period); plus

          (f) the amount of any minority interest expense consisting of Subsidiary income attributable to minority equity interests of third parties in any non-Wholly Owned Subsidiary deducted (and not added back) in such period in calculating Consolidated Net Income; plus

          (g) the amount of management, monitoring, consulting and advisory fees and related expenses paid in such period to the Investors to the extent otherwise permitted under Section 4.11 hereof; plus

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          (h) for any period that includes a fiscal quarter occurring prior to the fifth fiscal quarter after the Issue Date, the excess of (A) any expenses allocated by Agilent to the historical financial statements of its Semiconductor Products Business segment for services and other items provided previously by Agilent, and any expenses of the type previously allocated by Agilent that are incurred by the Company and its Restricted Subsidiaries on or after the Issue Date and prior to the fifth fiscal quarter after the Issue Date, over (B) the portion of the $157 million of annual stand-alone expenses allocated in lieu of the expenses set forth in clause (A) applicable to such period (which adjustments may be incremental to, but not duplicative of, pro forma adjustments made pursuant to the second paragraph of the definition of “Fixed Charge Coverage Ratio”); plus

          (i) commencing with the fifth fiscal quarter following the Issue Date, the amount of net cost savings projected by the Company in good faith to be realized as a result of specified actions taken by the Company and its Restricted Subsidiaries (calculated on a pro forma basis as though such cost savings had been realized on the first day of such period), net of the amount of actual benefits realized during such period from such actions; provided, however, that (x) such cost savings are reasonably identifiable and factually supportable, (y) such actions are taken on or prior to the third anniversary of the Issue Date and (z) the aggregate amount of cost savings added pursuant to this clause (i) shall not exceed $15.0 million for any four consecutive quarter period (which adjustments may be incremental to, but not duplicative of, pro forma adjustments made pursuant to the second paragraph of the definition of “Fixed Charge Coverage Ratio”); plus

          (j) any costs or expense incurred by the Company or a Restricted Subsidiary pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or any stock subscription or shareholder agreement, to the extent that such cost or expenses are funded with cash proceeds contributed to the capital of the Company or net cash proceeds of an issuance of Equity Interest of the Company (other than Disqualified Stock) solely to the extent that such net cash proceeds are excluded from the calculation set forth in clause (3) of Section 4.07(a) hereof;

     (2) decreased by (without duplication) non-cash gains increasing Consolidated Net Income of such Person for such period, excluding any non-cash gains to the extent they represent the reversal of an accrual or reserve for a potential cash item that reduced EBITDA in any prior period, and

     (3) increased or decreased by (without duplication):

          (a) any net gain or loss resulting in such period from Hedging Obligations and the application of Statement of Financial Accounting Standards No. 133; plus or minus, as applicable,

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          (b) any net gain or loss resulting in such period from currency translation gains or losses related to currency remeasurements of Indebtedness (including any net loss or gain resulting from hedge agreements for currency exchange risk).

          “Electronics Components Business Unit” means only the Company’s optocoupler, optoelectronic/LED, optical mouse sensor, infrared transceiver and motion controller product lines.

          “EMU” means economic and monetary union as contemplated in the Treaty on European Union.

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

          “Equity Offering” means any public or private sale for cash of common stock or Preferred Stock of the Company or any of its direct or indirect parent companies (excluding Disqualified Stock), other than:

     (1) public offerings with respect to the Company’s or any direct or indirect parent company’s common stock registered on Form S-8;

     (2) issuances to any Subsidiary of the Company; and

     (3) any such public or private sale that constitutes an Excluded Contribution.

          “euro” means the single currency of participating member states of the EMU.

          “Euroclear” means Euroclear S.A./N.V., as operator of the Euroclear system.

          “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder.

          “Exchange Notes” means the Notes issued in the Exchange Offer pursuant to Section 2.06(f) hereof.

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

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

          “Excluded Contribution” means net cash proceeds, marketable securities or Qualified Proceeds received by the Company from

     (1) contributions to its common equity capital, and

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     (2) the sale (other than to a Subsidiary of the Company or to any management equity plan or stock option plan or any other management or employee benefit plan or agreement of the Company) of Capital Stock (other than Disqualified Stock and Designated Preferred Stock) of the Company,

in each case designated as Excluded Contributions pursuant to an officer’s certificate executed by the principal financial officer of the Company on the date such capital contributions are made or the date such Equity Interests are sold, as the case may be, which are excluded from the calculation set forth in clause (3) of Section 4.07(a) hereof.

          “Fixed Charge Coverage Ratio” means, with respect to any Person for any period, the ratio of EBITDA of such Person for such period to the Fixed Charges of such Person for such period. In the event that the Company or any Restricted Subsidiary incurs, assumes, guarantees, redeems, defeases, retires or extinguishes any Indebtedness (other than Indebtedness incurred under any revolving credit facility unless such Indebtedness has been permanently repaid and has not been replaced) or issues or redeems Disqualified Stock or Preferred Stock subsequent to the commencement of the period for which the Fixed Charge Coverage Ratio is being calculated but prior to or simultaneously with the event for which the calculation of the Fixed Charge Coverage Ratio is made (the “Fixed Charge Coverage Ratio Calculation Date”), then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect to such incurrence, assumption, guarantee, redemption, defeasance, retirement or extinguishment of Indebtedness, or such issuance or redemption of Disqualified Stock or Preferred Stock, as if the same had occurred at the beginning of the applicable four-quarter period.

          For purposes of making the computation referred to above, the disposition of the Company’s camera module business and any other Investments, acquisitions, dispositions, mergers, consolidations and disposed operations that have been made by the Company or any of its Restricted Subsidiaries, including the Transactions, during the four-quarter reference period or subsequent to such reference period and on or prior to or simultaneously with the Fixed Charge Coverage Ratio Calculation Date shall be calculated on a pro forma basis assuming that all such Investments, acquisitions, dispositions, mergers, consolidations and disposed operations (and the change in any associated fixed charge obligations and the change in EBITDA resulting therefrom) had occurred on the first day of the four-quarter reference period. If since the beginning of such period any Person that subsequently became a Restricted Subsidiary or was merged with or into the Company or any of its Restricted Subsidiaries since the beginning of such period shall have made any Investment, acquisition, disposition, merger, consolidation or disposed operation that would have required adjustment pursuant to this definition, then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect thereto for such period as if such Investment, acquisition, disposition, merger, consolidation or disposed operation had occurred at the beginning of the applicable four-quarter period.

          For purposes of this definition, whenever pro forma effect is to be given to a transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Company. If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the Fixed Charge Coverage Ratio Calculation Date had been the applicable rate for

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the entire period (taking into account any Hedging Obligations applicable to such Indebtedness). Interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Company to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP. For purposes of making the computation referred to above, interest on any Indebtedness under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such Indebtedness during the applicable period except as set forth in the first paragraph of this definition. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rate, shall be deemed to have been based upon the rate actually chosen, or, if none, then based upon such optional rate chosen as the Company may designate.

          “Fixed Charges” means, with respect to any Person for any period, the sum of:

     (1) Consolidated Interest Expense of such Person for such period;

     (2) all cash dividends or other distributions paid (excluding items eliminated in consolidation) on any series of Preferred Stock during such period; and

     (3) all cash dividends or other distributions paid (excluding items eliminated in consolidation) on any series of Disqualified Stock during such period.

          “Fixed Rate Notes” means the Initial Fixed Rate Notes and any Additional Fixed Rate Notes.

          “Floating Rate Notes” means the Initial Floating Rate Notes and any Additional Floating Rate Notes.

          “Foreign Subsidiary” means, with respect to any Person, any Restricted Subsidiary of such Person that is not organized or existing under the laws of the United States, any state thereof, the District of Columbia, or any territory thereof and any Restricted Subsidiary of such Foreign Subsidiary.

          “GAAP” means generally accepted accounting principles in the United States which are in effect on the Issue Date.

          “Global Note Legend” means the legend set forth in Section 2.06(g)(ii) hereof, which is required to be placed on all Global Notes issued under this Indenture.

          “Global Notes” means, individually and collectively, each of the Restricted Global Notes and the Unrestricted Global Notes, substantially in the form of Exhibit A-1 or A-2 hereto, as the case may be, issued in accordance with Section 2.01, 2.06(b), 2.06(d) or 2.06(f) hereof.

          “Government Securities” means securities that are:

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     (1) direct obligations of the United States of America for the timely payment of which its full faith and credit is pledged; or

     (2) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the timely payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America,

which, in either case, are not callable or redeemable at the option of the issuers thereof, and shall also include a depository receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act), as custodian with respect to any such Government Securities or a specific payment of principal of or interest on any such Government Securities held by such custodian for the account of the holder of such depository receipt; provided, however, that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the Government Securities or the specific payment of principal of or interest on the Government Securities evidenced by such depository receipt.

          “guarantee” means a guarantee (other than by endorsement of negotiable instruments for collection in the ordinary course of business), direct or indirect, in any manner (including letters of credit and reimbursement agreements in respect thereof), of all or any part of any Indebtedness or other obligations.

          “Guarantee” means the guarantee by any Guarantor of the Company’s Obligations under this Indenture.

          “Guarantor” means, each Restricted Subsidiary that Guarantees the Notes in accordance with the terms of this Indenture.

          “Hedging Obligations” means, with respect to any Person, the obligations of such Person under any interest rate swap agreement, interest rate cap agreement, interest rate collar agreement, commodity swap agreement, commodity cap agreement, commodity collar agreement, foreign exchange contract, currency swap agreement or similar agreement providing for the transfer or mitigation of interest rate or currency risks either generally or under specific contingencies.

          “Holder” means the Person in whose name a Note is registered on the Registrar’s books.

          “Indebtedness” means, with respect to any Person, without duplication:

     (1) any indebtedness (including principal and premium) of such Person, whether or not contingent:

          (a) in respect of borrowed money;

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          (b) evidenced by bonds, notes, debentures or similar instruments or letters of credit or bankers’ acceptances (or, without duplication, reimbursement agreements in respect thereof);

          (c) representing the balance deferred and unpaid of the purchase price of any property (including Capitalized Lease Obligations), except (i) any such balance that constitutes a trade payable or similar obligation to a trade creditor, in each case accrued in the ordinary course of business and (ii) any earn-out obligations until such obligation becomes a liability on the balance sheet of such Person in accordance with GAAP;

          (d) representing any Hedging Obligations; or

          (e) during a Suspension Period only, obligations in respect of Sale and Lease-Back Transactions in an amount equal to the present value of such obligations during the remaining term of the lease using a discount rate equal to the rate of interest implicit in such transaction determined in accordance with GAAP,

if and to the extent that any of the foregoing Indebtedness (other than letters of credit and Hedging Obligations) would appear as a liability upon the balance sheet (excluding the footnotes thereto) of such Person prepared in accordance with GAAP; provided, however, that Indebtedness of any direct or indirect parent of the Company appearing upon the balance sheet of the Company solely by reason of push-down accounting under GAAP, shall be excluded;

     (2) to the extent not otherwise included, any obligation by such Person to be liable for, or to pay, as obligor, guarantor or otherwise, on the obligations of the type referred to in clause (1) of a third Person (whether or not such items would appear upon the balance sheet of the such obligor or guarantor), other than by endorsement of negotiable instruments for collection in the ordinary course of business; and

     (3) to the extent not otherwise included, the obligations of the type referred to in clause (1) of a third Person secured by a Lien on any asset owned by such first Person, whether or not such Indebtedness is assumed by such first Person;

provided, however, that notwithstanding the foregoing, Indebtedness shall be deemed not to include (a) Contingent Obligations incurred in the ordinary course of business or (b) obligations under or in respect of Receivables Facilities.

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

          “Independent Financial Advisor” means an accounting, appraisal, investment banking firm or consultant to Persons engaged in similar businesses of nationally recognized standing that is, in the good faith judgment of the Company, qualified to perform the task for which it has been engaged.

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

          “Initial Fixed Rate Notes” shall have the meaning as set forth in the recitals hereto.

          “Initial Floating Rate Notes” shall have the meaning as set forth in the recitals hereto.

          “Initial Notes” means the Initial Fixed Rate Notes and the Initial Floating Rate Notes.

          “Initial Purchasers” means Lehman Brothers Inc., Citigroup Global Markets Singapore Pte. Ltd. and Credit Suisse First Boston (Singapore) Limited.

          “Interest Payment Date” means June 1 and December 1 of each year to Stated Maturity with respect to the Fixed Rate Notes and March 1, June 1, September 1, and December 1 of each year to Stated Maturity with respect to the Floating Rate Notes.

          “Investment Grade Rating” means a rating equal to or higher than Baa3 (or the equivalent) by Moody’s and BBB- (or the equivalent) by S&P, or an equivalent rating by any other Rating Agency.

          “Investment Grade Securities” means:

     (1) securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality thereof (other than Cash Equivalents);

     (2) debt securities or debt instruments with an Investment Grade Rating, but excluding any debt securities or instruments constituting loans or advances among the Company and its Subsidiaries;

     (3) investments in any fund that invests exclusively in investments of the type set forth in clauses (1) and (2) which fund may also hold immaterial amounts of cash pending investment or distribution; and

     (4) corresponding instruments in countries other than the United States customarily utilized for high quality investments.

          “Investments” means, with respect to any Person, all investments by such Person in other Persons (including Affiliates) in the form of loans (including guarantees), advances or capital contributions (excluding accounts receivable, trade credit, advances to customers, commission, travel and similar advances to officers and employees, in each case made in the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities issued by any other Person and investments that are required by GAAP to be classified on the balance sheet (excluding the footnotes) of the Company in the

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same manner as the other investments included in this definition to the extent such transactions involve the transfer of cash or other property. For purposes of the definition of “Unrestricted Subsidiary” and Section 4.07 hereof:

     (1) “Investments” shall include the portion (proportionate to the Company’s Equity Interest in such Subsidiary) of the fair market value of the net assets of a Subsidiary of the Company at the time that such Subsidiary is designated an Unrestricted Subsidiary; provided, however, that upon a redesignation of such Subsidiary as a Restricted Subsidiary, the Company shall be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary in an amount (if positive) equal to:

          (a) the Company’s “Investment” in such Subsidiary at the time of such redesignation; less

          (b) the portion (proportionate to the Company’s Equity Interest in such Subsidiary) of the fair market value of the net assets of such Subsidiary at the time of such redesignation; and

     (2) any property transferred to or from an Unrestricted Subsidiary shall be valued at its fair market value at the time of such transfer, in each case as determined in good faith by the Company.

          “Investors” means Kohlberg Kravis Roberts & Co. L.P., Silver Lake Partners and each of their respective Affiliates, but not including, however, any portfolio companies of any of the foregoing.

          “Issue Date” means December 1, 2005.

          “Issuers” has the meaning set forth in the preamble to this Indenture.

          “Issuers’ Order” means a written request or order signed on behalf of the Issuers by an Officer of the Company, who must be the principal executive officer, the principal financial officer, the treasurer or the principal accounting officer, or other authorized Person of the Company, and delivered to the Trustee.

          “Legal Holiday” means a Saturday, a Sunday or a day on which commercial banking institutions are not required to be open in the State of New York.

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

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

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of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction; provided, however, that in no event shall an operating lease be deemed to constitute a Lien.

          “Moody’s” means Moody’s Investors Service, Inc. and any successor to its rating agency business.

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

          “Net Proceeds” means the aggregate cash proceeds received by the Company or any of its Restricted Subsidiaries in respect of any Asset Sale, including any cash received upon the sale or other disposition of any Designated Non-cash Consideration received in any Asset Sale, net of the direct costs relating to such Asset Sale and the sale or disposition of such Designated Non-cash Consideration, including legal, accounting and investment banking fees, and brokerage and sales commissions, any relocation expenses incurred as a result thereof, taxes paid or payable as a result thereof (after taking into account any available tax credits or deductions and any tax sharing arrangements), amounts required to be applied to the repayment of principal, premium, if any, and interest on Indebtedness (other than Subordinated Indebtedness) required (other than required by clause (1) of Section 4.10(b) hereof) to be paid as a result of such transaction and any deduction of appropriate amounts to be provided by the Company or any of its Restricted Subsidiaries as a reserve in accordance with GAAP against any liabilities associated with the asset disposed of in such transaction and retained by the Company or any of its Restricted Subsidiaries after such sale or other disposition thereof, including pension and other post-employment benefit liabilities and liabilities related to environmental matters or against any indemnification obligations associated with such transaction.

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

          “Notes” means the Initial Fixed Rate Notes and the Initial Floating Rate Notes and more particularly means any Note authenticated and delivered under this Indenture. For all purposes of this Indenture, the term “Notes” shall also include any Additional Fixed Rate Notes and Additional Floating Rate Notes that may be issued under a supplemental indenture. The Fixed Rate Notes (including any Exchange Notes issued in exchange therefor) and the Floating Rate Notes (including any Exchange Notes issued in exchange therefor) are separate series of Notes, but shall be treated as a single class for all purposes under this Indenture, except as set forth herein. For purposes of this Indenture, all references to Notes to be issued or authenticated upon transfer, replacement or exchange shall be deemed to refer to Notes of the applicable series.

          “Obligations” means any principal, interest (including any interest accruing subsequent to the filing of a petition in bankruptcy, reorganization or similar proceeding at the rate provided for in the documentation with respect thereto, whether or not such interest is an allowed claim under applicable state, federal or foreign law), penalties, fees, indemnifications, reimbursements (including reimbursement obligations with respect to letters of credit and banker’s acceptances), damages and other liabilities, and guarantees of payment of such

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

          “Offering Memorandum” means the offering memorandum, dated November 21, 2005, relating to the sale of the Initial Notes.

          “Officer” means the Chairman of the Board, the Chief Executive Officer, the Chief Financial Officer, the President, any Executive Vice President, Senior Vice President or Vice President, the Treasurer, the Secretary, or any other authorized Person of the Company, a U.S. Issuer or a Guarantor, as applicable.

          “Officer’s Certificate” means a certificate signed on behalf of a Person by an Officer of such Person, who must be the principal executive officer, the principal financial officer, the treasurer, the principal accounting officer or any other authorized Officer of such Person, that meets the requirements set forth in this Indenture.

          “Opinion of Counsel” means a written opinion from legal counsel who is acceptable to the Trustee. The counsel may be an employee of or counsel to the Company or the Trustee.

          “Participant” means, with respect to the Depositary, Euroclear or Clearstream, a Person who has an account with the Depositary, Euroclear or Clearstream, respectively (and, with respect to DTC, shall include Euroclear and Clearstream).

          “Permitted Asset Swap” means the concurrent purchase and sale or exchange of Related Business Assets or a combination of Related Business Assets and cash or Cash Equivalents between the Company or any of its Restricted Subsidiaries and another Person; provided, however, that any cash or Cash Equivalents received must be applied in accordance with Section 4.10 hereof.

          “Permitted Holders” means each of the Investors and members of management of the Company (or its direct or indirect parent companies) who are holders of Equity Interests of the Company (or any of its direct or indirect parent companies) on the Issue Date and any group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act or any successor provision) of which any of the foregoing are members; provided, however, that, in the case of such group and without giving effect to the existence of such group or any other group, such Investors and members of management, collectively, have beneficial ownership of more than 50% of the total voting power of the Voting Stock of the Company or any of its direct or indirect parent companies.

          “Permitted Investments” means:

     (1) any Investment in the Company or any of its Restricted Subsidiaries;

     (2) any Investment in cash and Cash Equivalents or Investment Grade Securities;

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     (3) any Investment by the Company or any of its Restricted Subsidiaries in a Person that is engaged in a Similar Business if as a result of such Investment:

          (a) such Person becomes a Restricted Subsidiary; or

          (b) such Person, in one transaction or a series of related transactions, is merged or consolidated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, the Company or a Restricted Subsidiary,

and, in each case, any Investment held by such Person; provided, however, that such Investment was not acquired by such Person in contemplation of such acquisition, merger, consolidation or transfer;

     (4) any Investment in securities or other assets not constituting cash, Cash Equivalents or Investment Grade Securities and received in connection with an Asset Sale made pursuant to the provisions of Section 4.10 hereof or any other disposition of assets not constituting an Asset Sale;

     (5) any Investment existing on the Issue Date;

     (6) any Investment acquired by the Company or any of its Restricted Subsidiaries:

          (a) in exchange for any other Investment or accounts receivable held by the Company or any such Restricted Subsidiary in connection with or as a result of a bankruptcy, workout, reorganization or recapitalization of the Company of such other Investment or accounts receivable; or

          (b) as a result of a foreclosure by the Company or any of its Restricted Subsidiaries with respect to any secured Investment or other transfer of title with respect to any secured Investment in default;

     (7) Hedging Obligations permitted under clause (10) of Section 4.09(b) hereof;

     (8) Investments the payment for which consists of Equity Interests (exclusive of Disqualified Stock) of the Company, or any of its direct or indirect parent companies; provided, however, that such Equity Interests will not increase the amount available for Restricted Payments under clause (3) of Section 4.07(a) hereof;

     (9) guarantees of Indebtedness permitted under Section 4.09 hereof;

     (10) any transaction to the extent it constitutes an Investment that is permitted and made in accordance with the provisions of Section 4.11(b) hereof (except transactions set forth in clauses (2), (5) and (9) of Section 4.11(b) hereof);

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     (11) Investments relating to a Receivables Subsidiary that, in the good faith determination of the Company are necessary or advisable to effect transactions contemplated under the Receivables Facility;

     (12) additional Investments having an aggregate fair market value, taken together with all other Investments made pursuant to this clause (12) that are at that time outstanding (without giving effect to the sale of an Unrestricted Subsidiary to the extent the proceeds of such sale do not consist of cash or marketable securities), not to exceed the greater of $100.0 million and 4.0% of Total Assets at the time of such Investment (with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value);

     (13) any Investment in a Qualified Joint Venture having an aggregate fair market value, taken together with all other Investments made pursuant to this clause (13) that are at that time outstanding, not to exceed $50.0 million and 2.0% of Total Assets at the time of such Investment (with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value);

     (14) advances to, or guarantees of Indebtedness of, employees not in excess of $15.0 million outstanding at any one time, in the aggregate; and

     (15) loans and advances to officers, directors and employees for business-related travel expenses, moving expenses and other similar expenses, in each case incurred in the ordinary course of business or consistent with past practices or to fund such Person’s purchase of Equity Interests of the Company or any direct or indirect parent company thereof.

          “Permitted Liens” means, with respect to any Person:

     (1) pledges or deposits by such Person under workmen’s compensation laws, unemployment insurance laws or similar legislation, or good faith deposits in connection with bids, tenders, contracts (other than for the payment of Indebtedness) or leases to which such Person is a party, or deposits to secure public or statutory obligations of such Person or deposits of cash or U.S. government bonds to secure surety or appeal bonds to which such Person is a party, or deposits as security for contested taxes or import duties or for the payment of rent, in each case incurred in the ordinary course of business;

     (2) Liens imposed by law, such as carriers’, warehousemen’s and mechanics’ Liens, in each case for sums not yet overdue for a period of more than 30 days or being contested in good faith by appropriate proceedings or other Liens arising out of judgments or awards against such Person with respect to which such Person shall then be proceeding with an appeal or other proceedings for review if adequate reserves with respect thereto are maintained on the books of such Person in accordance with GAAP;

     (3) Liens for taxes, assessments or other governmental charges not yet overdue for a period of more than 30 days or payable or subject to penalties for

25

nonpayment or which are being contested in good faith by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of such Person in accordance with GAAP;

     (4) Liens in favor of Issuers of performance and surety bonds or bid bonds or with respect to other regulatory requirements or letters of credit issued pursuant to the request of and for the account of such Person in the ordinary course of its business;

     (5) minor survey exceptions, minor encumbrances, easements or reservations of, or rights of others for, licenses, rights-of-way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions as to the use of real properties or Liens incidental, to the conduct of the business of such Person or to the ownership of its properties which were not incurred in connection with Indebtedness and which do not in the aggregate materially adversely affect the value of said properties or materially impair their use in the operation of the business of such Person;

     (6) Liens securing Indebtedness permitted to be incurred pursuant to clause (4) or (12)(b) of Section 4.09(b) hereof;

     (7) Liens existing on the Issue Date;

     (8) Liens on property or shares of stock of a Person at the time such Person becomes a Subsidiary; provided, however, such Liens are not created or incurred in connection with, or in contemplation of, such other Person becoming such a Subsidiary; provided, further, however, that such Liens may not extend to any other property owned by the Company or any of its Restricted Subsidiaries;

     (9) Liens on property at the time the Company or a Restricted Subsidiary acquired the property, including any acquisition by means of a merger or consolidation with or into the Company or any of its Restricted Subsidiaries; provided, however, that such Liens are not created or incurred in connection with, or in contemplation of, such acquisition; provided, further, however, that the Liens may not extend to any other property owned by the Company or any of its Restricted Subsidiaries;

     (10) Liens securing Indebtedness or other obligations of a Restricted Subsidiary owing to the Company or another Restricted Subsidiary permitted to be incurred in accordance with Section 4.09 hereof;

     (11) Liens securing Hedging Obligations so long as related Indebtedness is, and is permitted to be under this Indenture, secured by a Lien on the same property securing such Hedging Obligations;

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

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     (13) leases, subleases, licenses or sublicenses granted to others in the ordinary course of business which do not materially interfere with the ordinary conduct of the business of the Company or any of its Restricted Subsidiaries and do not secure any Indebtedness;

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

     (15) Liens in favor of any Issuer or any Guarantor;

     (16) Liens on equipment of the Company or any of its Restricted Subsidiaries granted in the ordinary course of business to the Company’s clients;

     (17) Liens on accounts receivable and related assets incurred in connection with a Receivables Facility;

     (18) Liens to secure any refinancing, refunding, extension, renewal or replacement (or successive refinancing, refunding, extensions, renewals or replacements) as a whole, or in part, of any Indebtedness secured by any Lien referred to in the foregoing clauses (6), (7), (8) and (9); provided, however, that (a) such new Lien shall be limited to all or part of the same property that secured the original Lien (plus improvements on such property), and (b) the Indebtedness secured by such Lien at such time is not increased to any amount greater than the sum of (i) the outstanding principal amount or, if greater, committed amount of the Indebtedness set forth under clauses (6), (7), (8) and (9) at the time the original Lien became a Permitted Lien under this Indenture, and (ii) an amount necessary to pay any fees and expenses, including premiums, related to such refinancing, refunding, extension, renewal or replacement;

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

     (20) other Liens securing obligations incurred in the ordinary course of business which obligations do not exceed $25.0 million at any one time outstanding;

     (21) Liens securing judgments for the payment of money not constituting an Event of Default under clause (5) under Section 6.01(a) hereof so long as such Liens are adequately bonded and any appropriate legal proceedings that may have been duly initiated for the review of such judgment have not been finally terminated or the period within which such proceedings may be initiated has not expired;

     (22) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods in the ordinary course of business;

27

     (23) Liens (i) of a collection bank arising under Section 4-210 of the Uniform Commercial Code, or any successor or comparable provision, on items in the course of collection, (ii) attaching to commodity trading accounts or other commodity brokerage accounts incurred in the ordinary course of business, and (iii) in favor of banking institutions arising as a matter of law encumbering deposits (including the right of set-off) and which are within the general parameters customary in the banking industry;

     (24) Liens deemed to exist in connection with Investments in repurchase agreements permitted under Section 4.09 hereof; provided that such Liens do not extend to any assets other than those that are the subject of such repurchase agreement;

     (25) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes;

     (26) Liens that are contractual rights of set-off (i) relating to the establishment of depository relations with banks not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts of the Company or any of its Restricted Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Company and its Restricted Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Company or any of its Restricted Subsidiaries in the ordinary course of business; and

     (27) during a Suspension Period only, Liens securing Indebtedness, and Indebtedness represented by Sale and Lease-Back Transactions in an amount that does not exceed 15% of Consolidated Net Tangible Assets of the Company and its Restricted Subsidiaries at any one time outstanding.

          For purposes of this definition, the term “Indebtedness” shall be deemed to include interest on such Indebtedness. Additionally, solely for purposes of this definition and Section 4.12 hereof, any Indebtedness incurred during a Suspension Period shall be deemed to have been incurred in compliance with Section 4.09 hereof.

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

          “Preferred Stock” means any Equity Interest with preferential rights of payment of dividends or upon liquidation, dissolution, or winding up.

          “Private Placement Legend” means the legend set forth in Section 2.06(g)(i) hereof to be placed on all Notes issued under this Indenture, except where otherwise permitted by the provisions of this Indenture.

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

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          “Qualified Joint Venture” means a Person (i) at least 50% of the Voting Stock of which is beneficially owned by the Company or a Restricted Subsidiary and (ii) which engages in only a Similar Business.

          “Qualified Proceeds” means assets that are used or useful in, or Capital Stock of any Person engaged in, a Similar Business; provided, however, that the fair market value of any such assets or Capital Stock shall be determined by the Company in good faith.

          “Rating Agencies” means Moody’s and S&P or if Moody’s or S&P or both shall not make a rating on the Notes publicly available, a nationally recognized statistical rating agency or agencies, as the case may be, selected by the Company which shall be substituted for Moody’s or S&P or both, as the case may be.

          “Receivables Facility” means one or more receivables financing facilities as amended, supplemented, modified, extended, renewed, restated or refunded from time to time, the Obligations of which are non-recourse (except for customary representations, warranties, covenants and indemnities made in connection with such facilities) to the Company or any of its Restricted Subsidiaries (other than a Receivables Subsidiary) pursuant to which the Company or any of its Restricted Subsidiaries sells its accounts receivable to either (a) a Person that is not a Restricted Subsidiary or (b) a Receivables Subsidiary that in turn sells its accounts receivable to a Person that is not a Restricted Subsidiary.

          “Receivables Fees” means distributions or payments made directly or by means of discounts with respect to any accounts receivable or participation interest therein issued or sold in connection with, and other fees paid to a Person that is not a Restricted Subsidiary in connection with, any Receivables Facility.

          “Receivables Subsidiary” means any Subsidiary formed for the purpose of, and that solely engages only in one or more Receivables Facilities and other activities reasonably related thereto.

          “Record Date” for the interest or Additional Interest, if any, payable on any applicable Interest Payment Date means May 15 or November 15 with respect to the Fixed Rate Notes and February 15, May 15, September 15, or November 15 with respect to the Floating Rate Notes (whether or not a Business Day) next preceding such Interest Payment Date.

          “Registration Rights Agreement” means the Registration Rights Agreement related to the Notes dated as of the Issue Date, among the Issuers, the Guarantors and the Initial Purchasers, with respect to the Notes, as such agreement may be amended, modified or supplemented from time to time, and any similar registration rights agreement governing Additional Notes, as such agreement(s) may be amended, modified or supplemented from time to time, unless the context indicates otherwise.

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

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          “Regulation S Global Note” means a Regulation S Temporary Global Note or Regulation S Permanent Global Note, as applicable.

          “Regulation S Permanent Global Note” means a permanent Global Note in the form of Exhibit A-1 or Exhibit A-2 hereto, as the case may be, bearing the Global Note Legend and the Private Placement Legend and deposited with or on behalf of and registered in the name of the Depositary or its nominee, issued in a denomination equal to the outstanding principal amount of the Regulation S Temporary Global Note upon expiration of the Restricted Period.

          “Regulation S Temporary Global Note” means a temporary Global Note in the form of Exhibit A-1 or Exhibit A-2 hereto, as the case may be, bearing the Global Note Legend, the Private Placement Legend and the Regulation S Temporary Global Note Legend and deposited with or on behalf of and registered in the name of the Depositary or its nominee, issued in a denomination equal to the outstanding principal amount of the Notes initially sold in reliance on Rule 903.

          “Regulation S Temporary Global Note Legend” means the legend set forth in Section 2.06(g)(iii) hereof.

          “Related Business Assets” means assets (other than cash or Cash Equivalents) used or useful in a Similar Business; provided, however, that any assets received by the Company or a Restricted Subsidiary in exchange for assets transferred by the Company or a Restricted Subsidiary shall not be deemed to be Related Business Assets if they consist of securities of a Person, unless upon receipt of the securities of such Person, such Person would become a Restricted Subsidiary.

          “Relevant Jurisdiction” shall have the definition set forth in Section 4.17 hereof.

          “Responsible Officer” means, when used with respect to the Trustee, any officer within the corporate trust department of the Trustee, including any vice president, assistant vice president, assistant secretary, assistant treasurer, trust officer or any other officer of the Trustee who customarily performs functions similar to those performed by the Persons who at the time shall be such officers, respectively, or to whom any corporate trust matter is referred because of such Person’s knowledge of and familiarity with the particular subject and who shall have direct responsibility for the administration of this Indenture.

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

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

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

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

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          “Restricted Subsidiary” means, at any time, any direct or indirect Subsidiary of the Company (including the U.S. Issuers) that is not then an Unrestricted Subsidiary; provided, however, that upon the occurrence of an Unrestricted Subsidiary ceasing to be an Unrestricted Subsidiary, such Subsidiary shall be included in the definition of “Restricted Subsidiary.”

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

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

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

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

          “S&P” means Standard & Poor’s, a division of The McGraw-Hill Companies, Inc., and any successor to its rating agency business.

          “Sale and Lease-Back Transaction” means any arrangement providing for the leasing by the Company or any of its Restricted Subsidiaries of any real or tangible personal property, which property has been or is to be sold or transferred by the Company or such Restricted Subsidiary to a third Person in contemplation of such leasing.

          “SEC” means the U.S. Securities and Exchange Commission.

          “Secured Indebtedness” means any Indebtedness of the Company or any of its Restricted Subsidiaries secured by a Lien.

          “Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder.

          “Senior Credit Facilities” means the credit facility under the credit agreement to be entered into as of the Issue Date by and among Avago Technologies Finance Pte. Ltd. and certain of its subsidiaries, as Borrowers, Avago Technologies Holding Pte. Ltd., Citicorp North America, Inc., as administrative agent, Citigroup Global Markets Inc., as joint lead arranger and joint lead bookrunner, Lehman Brothers Inc., as joint lead arranger, joint lead bookrunner and syndication agent, and Credit Suisse, as documentation agent, including any guarantees, collateral documents, instruments and agreements executed in connection therewith.

          “Senior Indebtedness” means:

     (1) all Indebtedness of any Issuer or any Guarantor outstanding under the Senior Credit Facilities or Notes and related Guarantees (including interest accruing on or after the filing of any petition in bankruptcy or similar proceeding or for reorganization of the Issuers or any Guarantor (at the rate provided for in the documentation with respect thereto, regardless of whether or not a claim for post-filing interest is allowed in such proceedings)), and any and all other fees, expense reimbursement obligations, indemnification amounts, penalties, and other amounts (whether existing on the Issue Date or thereafter created or incurred) and all obligations of the Issuers or any Guarantor

31

to reimburse any bank or other Person in respect of amounts paid under letters of credit, acceptances or other similar instruments;

     (2) all Hedging Obligations (and guarantees thereof) owing to a Lender (as defined in the Senior Credit Facilities) or any Affiliate of such Lender (or any Person that was a Lender or an Affiliate of such Lender at the time the applicable agreement giving rise to such Hedging Obligation was entered into), provided that such Hedging Obligations are permitted to be incurred under the terms of this Indenture;

     (3) any other Indebtedness of the Issuers or any Guarantor permitted to be incurred under the terms of this Indenture, unless the instrument under which such Indebtedness is incurred expressly provides that it is on a parity with or subordinated in right of payment to the Subordinated Notes or any related Guarantee; and

     (4) all Obligations with respect to the items listed in the preceding clauses (1), (2) and (3);

provided, however, that Senior Indebtedness shall not include:

     (a) any obligation of such Person to the Issuers or any of its Subsidiaries;

     (b) any liability for federal, state, local or other taxes owed or owing by such Person;

     (c) any accounts payable or other liability to trade creditors arising in the ordinary course of business;

     (d) any Indebtedness or other Obligation of such Person which is subordinate or junior in any respect to any other Indebtedness or other Obligation of such Person; or

     (e) that portion of any Indebtedness which at the time of incurrence is incurred in violation of this Indenture.

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

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

          “Similar Business” means any business conducted or proposed to be conducted by the Company and its Restricted Subsidiaries on the Issue Date or any business that is similar, reasonably related, incidental or ancillary thereto.

          “Sponsor Advisory Agreement” means the Advisory Agreement between certain of the management companies associated with the Investors as in effect on the Issue Date.

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          “Stated Maturity” means, except as otherwise provided, with respect to any Indebtedness, the dates specified in such Indebtedness as the fixed dates on which the principal and/or interest of such Indebtedness are due and payable, including pursuant to any mandatory redemption provision (but excluding any provision providing for the repurchase or repayment of such Indebtedness at the option of the holder thereof or the lender thereunder upon the happening of any contingency unless such contingency has occurred).

          “Storage Sale” means the sale by the Company of the storage products business of the Company and its Restricted Subsidiaries as described in the Offering Memorandum.

          “Subordinated Indebtedness” means, with respect to a series of Notes,

     (1) any Indebtedness of any Issuer which is by its terms subordinated in right of payment to the Notes, including the Subordinated Notes, and

     (2) any Indebtedness of any Guarantor which is by its terms subordinated in right of payment to the Guarantee of such entity of the Notes.

          “Subordinated Notes” means the 11 ⁷/₈% Senior Subordinated Notes due 2015 of the Issuers.

          “Subsidiary” means, with respect to any Person:

     (1) any corporation, association, or other business entity (other than a partnership, joint venture, limited liability company or similar entity) of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time of determination owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof or is consolidated under GAAP with such Person at such time; and

     (2) any partnership, joint venture, limited liability company or similar entity of which

     (x) more than 50% of the capital accounts, distribution rights, total equity and voting interests or general or limited partnership interests, as applicable, are owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof whether in the form of membership, general, special or limited partnership or otherwise, and

     (y) such Person or any Restricted Subsidiary of such Person is a controlling general partner or otherwise controls such entity.

          “Total Assets” means the total assets of the Company and its Restricted Subsidiaries on a consolidated basis, as shown on the most recent balance sheet of the Company or such other Person as may be expressly stated.

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          “Transactions” means the transactions contemplated by the Transaction Agreement, the issuance of the Notes and the Subordinated Notes and the Senior Credit Facilities as in effect on the Issue Date.

          “Transaction Agreement” means the Asset Purchase Agreement, dated as of August 14, 2005, between Agilent and Argos Acquisition Pte. Ltd.

          “Treasury Rate” means, as of any Redemption Date, the yield to maturity as of such Redemption Date of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available at least two Business Days prior to the Redemption Date (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from the Redemption Date to December 1, 2007 (in the case of Floating Rate Notes) or December 1 , 2009 (in the case of Fixed Rate Notes); provided, however, that if the period from the Redemption Date to December 1, 2007 (in the case of Floating Rate Notes) or December 1, 2009 (in the case of Fixed Rate Notes) is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year will be used.

          “Trust Indenture Act” means the Trust Indenture Act of 1939, as amended (15 U.S.C §§ 77aaa-777bbbb).

          “Trustee” means The Bank of New York, as trustee, until a successor replaces it in accordance with the applicable provisions of this Indenture and thereafter means the successor serving hereunder.

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

          “Unrestricted Global Note” means a permanent Global Note, substantially in the form of Exhibit A-1 or A-2 attached hereto, as the case may be, that bears the Global Note Legend and that has the “Schedule of Exchanges of Interests in the Global Note” attached thereto, and that is deposited with or on behalf of and registered in the name of the Depositary, representing Notes that do not bear the Private Placement Legend.

          “Unrestricted Subsidiary” means:

     (1) any Subsidiary of the Company which at the time of determination is an Unrestricted Subsidiary (as designated by the Company, as provided below); and

     (2) any Subsidiary of an Unrestricted Subsidiary.

          The Company may designate any Subsidiary of the Company (including any existing Subsidiary and any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on, any property of, the Company or any Subsidiary

34

of the Company (other than solely any Subsidiary of the Subsidiary to be so designated); provided, however, that

     (1) any Unrestricted Subsidiary must be an entity of which the Equity Interests entitled to cast at least a majority of the votes that may be cast by all Equity Interests having ordinary voting power for the election of directors or Persons performing a similar function are owned, directly or indirectly, by the Company;

     (2) such designation complies with Section 4.07 hereof; and

     (3) each of:

     (a) the Subsidiary to be so designated; and

     (b) its Subsidiaries

          has not at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of the Company or any Restricted Subsidiary.

          The Company may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that, immediately after giving effect to such designation, no Default shall have occurred and be continuing and either:

     (1) the Company could incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a) hereof; or

     (2) the Fixed Charge Coverage Ratio for the Company its Restricted Subsidiaries would be greater than such ratio for the Company and its Restricted Subsidiaries immediately prior to such designation,

in each case on a pro forma basis taking into account such designation.

          Any such designation by the Company shall be notified by the Company to the Trustee by promptly filing with the Trustee a copy of the resolution of the board of directors of the Company or any committee thereof giving effect to such designation and an Officer’s Certificate certifying that such designation complied with the foregoing provisions.

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

          “Voting Stock” of any Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the board of directors of such Person.

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     “Weighted Average Life to Maturity” means, when applied to any Indebtedness, Disqualified Stock or Preferred Stock, as the case may be, at any date, the quotient obtained by dividing:

     (1) the sum of the products of the number of years from the date of determination to the date of each successive scheduled principal payment of such Indebtedness or redemption or similar payment with respect to such Disqualified Stock or Preferred Stock multiplied by the amount of such payment; by

     (2) the sum of all such payments.

          “Wholly Owned Subsidiary” of any Person means a Subsidiary of such Person, 100% of the outstanding Equity Interests of which (other than directors’ qualifying shares) shall at the time be owned by such Person or by one or more Wholly Owned Subsidiaries of such Person.

Section 1.02. Other Definitions.

	Defined in
Term	Section
“Acceptable Commitment”	4.10	(b)
“Additional Amounts”	4.17
“Affiliate Transaction”	4.11	(a)
“Asset Sale Offer”	4.10	(c)
“Auditor’s Determination”	10.02	(d)
“Authentication Order”	2.02
“Calculation Agent”	2.03
“Change of Control Offer”	4.14	(a)
“Change of Control Payment”	4.14	(a)
“Change of Control Payment Date”	4.14	(a)
“Claims”	10.02	(b)
“Covenant Defeasance”	8.03
“Covenant Suspension Event”	4.16	(a)
“DTC”	2.03
“Enforcement Notice”	10.02	(d)
“Event of Default”	6.01	(a)
“Excess Proceeds”	4.10	(c)
“incur”	4.09	(a)
“Legal Defeasance”	8.02
“Management Determination”	10.02	(d)
“Note Register”	2.03
“Offer Amount”	3.10	(b)
“Offer Period”	3.10	(b)
“Pari Passu Indebtedness”	4.10	(c)
“Paying Agent”	2.03

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	Defined in
Term	Section
“Purchase Date”	3.10(b)
“Redemption Date”	3.07(a)
“Refinancing Indebtedness”	4.09(b)
“Refunding Capital Stock”	4.07(b)
“Registrar”	2.03
“Relevant Jurisdiction”	4.17
“Restricted Payments”	4.07(a)
“Second Commitment”	4.10(b)
“Successor Company”	5.01(a)
“Successor Person”	5.01(b)
“Suspended Covenants”	4.16(a)
“Suspension Date”	4.16(a)
“Treasury Capital Stock”	4.07(b)
“U.S. Filer”	4.03(a)

Section 1.03. Incorporation by Reference of Trust Indenture Act.

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

          The following Trust Indenture Act terms used in this Indenture have the following meanings:

          “indenture securities” means the Notes;

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

          “indenture to be qualified” means this Indenture;

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

          “obligor” on the Notes and the Guarantees means the Issuers and the Guarantors, respectively, and any successor obligor upon the Notes and the Guarantees, respectively.

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

Section 1.04. Rules of Construction.

          Unless the context otherwise requires:

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

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

     (c) “or” is not exclusive;

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

     (e) “will” shall be interpreted to express a command;

     (f) provisions apply to successive events and transactions;

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

     (h) unless the context otherwise requires, any reference to an “Article,” “Section” or “clause” refers to an Article, Section or clause, as the case may be, of this Indenture; and

     (i) the words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Indenture as a whole and not any particular Article, Section, clause or other subdivision.

Section 1.05. Acts of Holders.

          (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by an agent duly appointed in writing. Except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments or record or both are delivered to the Trustee and, where it is hereby expressly required, to the Issuers. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, shall be sufficient for any purpose of this Indenture and (subject to Section 7.01) conclusive in favor of the Trustee and the Issuers, if made in the manner provided in this Section 1.05.

          (b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by the certificate of any notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by or on behalf of any legal entity other than an individual, such certificate or affidavit shall also constitute proof of the authority of the Person executing the same. The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other manner that the Trustee deems sufficient.

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          (c) The ownership of Notes shall be proved by the Note Register.

          (d) Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Note shall bind every future Holder of the same Note and the Holder of every Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, in respect of any action taken, suffered or omitted by the Trustee or the Issuers in reliance thereon, whether or not notation of such action is made upon such Note.

          (e) The Issuers may, in the circumstances permitted by the Trust Indenture Act, set a record date for purposes of determining the identity of Holders entitled to give any request, demand, authorization, direction, notice, consent, waiver or take any other act, or to vote or consent to any action by vote or consent authorized or permitted to be given or taken by Holders. Unless otherwise specified, if not set by the Issuers prior to the first solicitation of a Holder made by any Person in respect of any such action, or in the case of any such vote, prior to such vote, any such record date shall be the later of 30 days prior to the first solicitation of such consent or the date of the most recent list of Holders furnished to the Trustee prior to such solicitation.

          (f) Without limiting the foregoing, a Holder entitled to take any action hereunder with regard to any particular Note may do so with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents, each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Any notice given or action taken by a Holder or its agents with regard to different parts of such principal amount pursuant to this paragraph shall have the same effect as if given or taken by separate Holders of each such different part.

          (g) Without limiting the generality of the foregoing, a Holder, including DTC that is the Holder of a Global Note, may make, give or take, by a proxy or proxies duly appointed in writing, any request, demand, authorization, direction, notice, consent, waiver or other action provided in this Indenture to be made, given or taken by Holders, and DTC that is the Holder of a Global Note may provide its proxy or proxies to the beneficial owners of interests in any such Global Note through such depositary’s standing instructions and customary practices.

          (h) The Issuers may fix a record date for the purpose of determining the Persons who are beneficial owners of interests in any Global Note held by DTC entitled under the procedures of such depositary to make, give or take, by a proxy or proxies duly appointed in writing, any request, demand, authorization, direction, notice, consent, waiver or other action provided in this Indenture to be made, given or taken by Holders. If such a record date is fixed, the Holders on such record date or their duly appointed proxy or proxies, and only such Persons, shall be entitled to make, give or take such request, demand, authorization, direction, notice, consent, waiver or other action, whether or not such Holders remain Holders after such record date. No such request, demand, authorization, direction, notice, consent, waiver or other action shall be valid or effective if made, given or taken more than 90 days after such record date.

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ARTICLE 2

THE NOTES

Section 2.01. Form and Dating; Terms.

          (a) General. The Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit A-1 (in the case of the Fixed Rate Notes) and Exhibit A-2 (in the case of the Floating Rate Notes) hereto. The Notes may have notations, legends or endorsements required by law, stock exchange rules or usage. Each Note shall be dated the date of its authentication. The Notes shall be in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.

          (b) Global Notes. Notes issued in global form shall be substantially in the form of Exhibit A-1 (in the case of the Fixed Rate Notes) and Exhibit A-2 (in the case of the Floating Rate Notes) attached hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Notes issued in definitive form shall be substantially in the form of Exhibit A-1 (in the case of the Fixed Rate Notes) and Exhibit A-2 (in the case of the Floating Rate Notes) attached hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such of the outstanding Notes as shall be specified in the “Schedule of Exchanges of Interests in the Global Note” attached thereto and each shall provide that it shall represent up to the aggregate principal amount of Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as applicable, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof.

          (c) Temporary Global Notes. Notes offered and sold in reliance on Regulation S shall be issued initially in the form of the Regulation S Temporary Global Note, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, as custodian for the Depositary, and registered in the name of the Depositary or the nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed by the Issuers and authenticated by the Trustee as hereinafter provided. The Restricted Period shall be terminated upon the receipt by the Trustee of:

          (i) a written certificate from the Depositary, together with copies of certificates from Euroclear and Clearstream certifying that they have received certification of non-United States beneficial ownership of 100% of the aggregate principal amount of the Regulation S Temporary Global Note (except to the extent of any beneficial owners thereof who acquired an interest therein during the Restricted Period pursuant to another exemption from registration under the Securities Act and who shall take delivery of a beneficial ownership interest in a 144A Global Note bearing a Private Placement Legend, all as contemplated by Section 2.06(b) hereof); and

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          (ii) an Officer’s Certificate from the Company.

          Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in the Regulation S Permanent Global Note pursuant to the Applicable Procedures. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee shall cancel the Regulation S Temporary Global Note. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided.

          (d) Terms. The aggregate principal amount of Notes that may be authenticated and delivered under this Indenture is unlimited.

          The terms and provisions contained in the Notes shall constitute, and are hereby expressly made, a part of this Indenture and the Issuers, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling.

          Additional Notes ranking pari passu with the Initial Notes may be created and issued from time to time by the Issuers without notice to or consent of the Holders and shall be consolidated with and form a single class with the Initial Notes and shall have the same terms as to status, redemption or otherwise as the Initial Notes; provided that the Issuers’ ability to issue Additional Notes shall be subject to the Issuers’ compliance with Section 4.09 hereof. Any Additional Notes shall be issued with the benefit of an indenture supplemental to this Indenture.

          (e) Euroclear and Clearstream Procedures Applicable. The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream shall be applicable to transfers of beneficial interests in the Regulation S Temporary Global Note and the Regulation S Permanent Global Notes that are held by Participants through Euroclear or Clearstream.

Section 2.02. Execution and Authentication.

          At least one Officer of each Issuer shall execute the Notes on behalf of such Issuer by manual or facsimile signature.

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

          A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A-1 or Exhibit A-2 attached hereto, as the case may be, by the manual or facsimile signature of the Trustee.

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The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture.

          On the Issue Date, the Trustee shall, upon receipt of an Issuers’ Order (an “Authentication Order”), authenticate and deliver (i) the Initial Fixed Rate Notes and (ii) the Initial Floating Rate Notes. In addition, at any time, from time to time, the Trustee shall upon an Authentication Order authenticate and deliver any Additional Notes and Exchange Notes for an aggregate principal amount specified in such Authentication Order for such Additional Notes or Exchange Notes issued hereunder.

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

Section 2.03. Registrar, Paying Agent and Calculation Agent.

          The Issuers shall maintain an office or agency where Notes may be presented for registration of transfer or for exchange (“Registrar”) and an office or agency where Notes may be presented for payment (“Paying Agent”). In addition, there shall be a Calculation Agent for purposes of the Floating Rate Notes (the “Calculation Agent”). The Registrar shall keep a register of the Notes (“Note Register”), which shall record the transfer and exchange of the Notes. The Issuers may appoint one or more co-registrars and one or more additional paying agents. The term “Registrar” includes any co-registrar and the term “Paying Agent” includes any additional paying agent. The Issuers may change any Paying Agent, Registrar or Calculation Agent without prior notice to any Holder. The Issuers shall notify the Trustee in writing of the name and address of any Agent not a party to this Indenture. If the Issuers fail to appoint or maintain another entity as Registrar, Paying Agent or Calculation Agent, the Trustee shall act as such. The Company or any of its Subsidiaries may act as Paying Agent or Registrar.

          The Issuers initially appoint The Depository Trust Company (“DTC”) to act as Depositary with respect to the Global Notes.

          The Issuers initially appoint the Trustee to act as the Paying Agent, Registrar and Calculation Agent for the Notes and to act as Custodian with respect to the Global Notes.

Section 2.04. Paying Agent to Hold Money in Trust.

          The Issuers shall require each Paying Agent other than the Trustee to agree in writing that the Paying Agent shall hold in trust for the benefit of Holders or the Trustee all money held by the Paying Agent for the payment of principal, premium, if any, or Additional Interest, if any, or interest on the Notes, and will notify the Trustee of any default by the Issuers in making any such payment. While any such default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Issuers at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee, the

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Paying Agent (if other than the Company or a Subsidiary) shall have no further liability for the money. If the Company or a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. Upon any bankruptcy or reorganization proceedings relating to the Company, the Trustee shall serve as Paying Agent for the Notes.

Section 2.05. Holder Lists.

          The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of all Holders and shall otherwise comply with Trust Indenture Act Section 312(a). If the Trustee is not the Registrar, the Issuers shall furnish to the Trustee at least two Business Days before each Interest Payment Date and at such other times as the Trustee may request in writing, a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of the Holders of Notes and the Issuers shall otherwise comply with Trust Indenture Act Section 312(a).

Section 2.06. Transfer and Exchange.

          (a) Transfer and Exchange of Global Notes. Except as otherwise set forth in this Section 2.06, a Global Note may be transferred, in whole and not in part, only to another nominee of the Depositary or to a successor Depositary or a nominee of such successor Depositary. A beneficial interest in a Global Note may not be exchanged for a Definitive Note unless (i) the Depositary (x) notifies the Issuers that it is unwilling or unable to continue as Depositary for such Global Note or (y) has ceased to be a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Issuers within 120 days or (ii) there shall have occurred and be continuing an Event of Default with respect to the Notes. Upon the occurrence of any of the preceding events in (i) or (ii) above, Definitive Notes delivered in exchange for any Global Note or beneficial interests therein will be registered in the names, and issued in any approved denominations, requested by or on behalf of the Depositary (in accordance with its customary procedures). Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Definitive Notes issued subsequent to any of the preceding events in (i) or (ii) above and pursuant to Section 2.06(c) hereof. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (f) hereof.

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

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or (ii) below, as applicable, as well as one or more of the other following subparagraphs, as applicable:

          (i) Transfer of Beneficial Interests in the Same Global Note. Beneficial interests in any Restricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in the same Restricted Global Note in accordance with the transfer restrictions set forth in the Private Placement Legend; provided, however, that prior to the expiration of the Restricted Period, transfers of beneficial interests in the Regulation S Temporary Global Note may not be made to a U.S. Person or for the account or benefit of a U.S. Person (other than an Initial Purchaser). Beneficial interests in any Unrestricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note. No written orders or instructions shall be required to be delivered to the Registrar to effect the transfers set forth in this Section 2.06(b)(i).

          (ii) All Other Transfers and Exchanges of Beneficial Interests in Global Notes. In connection with all transfers and exchanges of beneficial interests that are not subject to Section 2.06(b)(i) hereof, the transferor of such beneficial interest must deliver to the Registrar either (A) (1) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to credit or cause to be credited a beneficial interest in another Global Note in an amount equal to the beneficial interest to be transferred or exchanged and (2) instructions given in accordance with the Applicable Procedures containing information regarding the Participant account to be credited with such increase or (B) (1) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to cause to be issued a Definitive Note in an amount equal to the beneficial interest to be transferred or exchanged and (2) instructions given by the Depositary to the Registrar containing information regarding the Person in whose name such Definitive Note shall be registered to effect the transfer or exchange referred to in (1) above; provided that in no event shall Definitive Notes be issued upon the transfer or exchange of beneficial interests in the Regulation S Temporary Global Note prior to (A) the expiration of the Restricted Period and (B) the receipt by the Registrar of any certificates required pursuant to Rule 903. Upon consummation of an Exchange Offer by the Issuers in accordance with Section 2.06(f) hereof, the requirements of this Section 2.06(b)(ii) shall be deemed to have been satisfied upon receipt by the Registrar of the instructions contained in the Letter of Transmittal delivered by the Holder of such beneficial interests in the Restricted Global Notes. Upon satisfaction of all of the requirements for transfer or exchange of beneficial interests in Global Notes contained in this Indenture and the Notes or otherwise applicable under the Securities Act, the Trustee shall adjust the principal amount of the relevant Global Note(s) pursuant to Section 2.06(h) hereof.

          (iii) Transfer of Beneficial Interests to Another Restricted Global Note. A beneficial interest in any Restricted Global Note may be transferred to a Person who takes delivery thereof in the form of a beneficial interest in another Restricted Global

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Note if the transfer complies with the requirements of Section 2.06(b)(ii) hereof and the Registrar receives the following:

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

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

          (iv) Transfer and Exchange of Beneficial Interests in a Restricted Global Note for Beneficial Interests in an Unrestricted Global Note. A beneficial interest in any Restricted Global Note may be exchanged by any holder thereof for a beneficial interest in an Unrestricted Global Note or transferred to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note if the exchange or transfer complies with the requirements of Section 2.06(b)(ii) hereof and:

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

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

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

     (D) the Registrar receives the following:

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

     (2) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a

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beneficial interest in an Unrestricted Global Note, a certificate from such holder in the form of Exhibit B hereto, including the certifications in item (4) thereof;

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

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

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

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

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

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

               (B) if such beneficial interest is being transferred to a QIB in accordance with Rule 144A, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (1) thereof;

               (C) if such beneficial interest is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (2) thereof;

               (D) if such beneficial interest is being transferred pursuant to an exemption from the registration requirements of the Securities Act in

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accordance with Rule 144, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (3)(a) thereof;

               (E) if such beneficial interest is being transferred to the Company or any of its Subsidiaries, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (3)(b) thereof; or

               (F) if such beneficial interest is being transferred pursuant to an effective registration statement under the Securities Act, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (3)(c) thereof,

the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 2.06(h) hereof, and the Issuers shall execute and the Trustee shall authenticate and mail to the Person designated in the instructions a Definitive Note in the applicable principal amount. Any Definitive Note issued in exchange for a beneficial interest in a Restricted Global Note pursuant to this Section 2.06(c) shall be registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest shall instruct the Registrar through instructions from the Depositary and the Participant or Indirect Participant. The Trustee shall mail such Definitive Notes to the Persons in whose names such Notes are so registered. Any Definitive Note issued in exchange for a beneficial interest in a Restricted Global Note pursuant to this Section 2.06(c)(i) shall bear the Private Placement Legend and shall be subject to all restrictions on transfer contained therein.

               (ii) Beneficial Interests in Regulation S Temporary Global Note to Definitive Notes. Notwithstanding Sections 2.06(c)(i)(A) and (C) hereof, a beneficial interest in the Regulation S Temporary Global Note may not be exchanged for a Definitive Note or transferred to a Person who takes delivery thereof in the form of a Definitive Note prior to (A) the expiration of the Restricted Period and (B) the receipt by the Registrar of any certificates required pursuant to Rule 903(b)(3)(ii)(B) of the Securities Act, except in the case of a transfer pursuant to an exemption from the registration requirements of the Securities Act other than Rule 903 or Rule 904.

               (iii) Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. A holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note only upon the occurrence of any of the events in clause (i) or (ii) of Section 2.06(a) hereof and if:

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

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

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

               (D) the Registrar receives the following:

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

               (2) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such holder substantially in the form of Exhibit B hereto, including the certifications in item (4) thereof;

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

               (iv) Beneficial Interests in Unrestricted Global Notes to Unrestricted Definitive Notes. If any holder of a beneficial interest in an Unrestricted Global Note proposes to exchange such beneficial interest for a Definitive Note or to transfer such beneficial interest to a Person who takes delivery thereof in the form of a Definitive Note, then, upon the occurrence of any of the events in clause (i) or (ii) of Section 2.06(a) hereof and satisfaction of the conditions set forth in Section 2.06(b)(ii) hereof, the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 2.06(h) hereof, and the Issuers shall execute and the Trustee shall authenticate and mail to the Person designated in the instructions a Definitive Note in the applicable principal amount. Any Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.06(c)(iv) shall be registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest shall instruct the Registrar through instructions from or through the Depositary and the Participant or Indirect Participant. The Trustee shall mail such Definitive Notes to the Persons in whose names such Notes are so registered. Any Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.06(c)(iv) shall not bear the Private Placement Legend.

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

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

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

               (B) if such Restricted Definitive Note is being transferred to a QIB in accordance with Rule 144A, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (1) thereof;

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

               (D) if such Restricted Definitive Note is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (3)(a) thereof;

               (E) if such Restricted Definitive Note is being transferred to the Company or any of its Subsidiaries, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (3)(b) thereof; or

               (F) if such Restricted Definitive Note is being transferred pursuant to an effective registration statement under the Securities Act, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (3)(c) thereof,

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

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

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

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

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

               (D) the Registrar receives the following:

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

               (2) if the Holder of such Definitive Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the form of a beneficial interest in the Unrestricted Global Note, a certificate from such Holder substantially in the form of Exhibit B hereto, including the certifications in item (4) thereof;

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

          Upon satisfaction of the conditions of any of the subparagraphs in this Section 2.06(d)(ii), the Trustee shall cancel the Definitive Notes and increase or cause to be increased the aggregate principal amount of the Unrestricted Global Note.

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

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

          (e) Transfer and Exchange of Definitive Notes for Definitive Notes. Upon request by a Holder of Definitive Notes and such Holder’s compliance with the provisions of this Section 2.06(e), the Registrar shall register the transfer or exchange of Definitive Notes. Prior to such registration of transfer or exchange, the requesting Holder shall present or surrender to the Registrar the Definitive Notes duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Registrar duly executed by such Holder or by its attorney, duly authorized in writing. In addition, the requesting Holder shall provide any additional certifications, documents and information, as applicable, required pursuant to the following provisions of this Section 2.06(e):

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

               (A) if the transfer will be made pursuant to a QIB in accordance with Rule 144A, then the transferor must deliver a certificate substantially in the form of Exhibit B hereto, including the certifications in item (1) thereof;

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

               (C) if the transfer will be made pursuant to any other exemption from the registration requirements of the Securities Act, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications required by item (3) thereof, if applicable.

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

               (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the Holder, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (1) a Broker-Dealer, (2) a Person participating in the distribution of the

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Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the Issuers;

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

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

               (D) the Registrar receives the following:

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

               (2) if the Holder of such Restricted Definitive Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such Holder substantially in the form of Exhibit B hereto, including the certifications in item (4) thereof;

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

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

          (f) Exchange Offer. Upon the occurrence of the Exchange Offer in accordance with the Registration Rights Agreement, the Issuers shall issue and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee shall authenticate (i) one or more Unrestricted Global Notes in an aggregate principal amount equal to the principal amount of the beneficial interests in the Restricted Global Notes tendered for acceptance by Persons that certify in the applicable Letters of Transmittal that (x) they are not Broker-Dealers, (y) they are not participating in a distribution of the Exchange Notes and (z) they are not affiliates (as defined in Rule 144) of the Issuers, and accepted for exchange in the Exchange Offer and (ii) Unrestricted Definitive Notes in an aggregate principal amount equal to the

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principal amount of the Restricted Definitive Notes tendered for acceptance by Persons that certify in the applicable Letters of Transmittal that (x) they are not Broker-Dealers, (y) they are not participating in a distribution of the Exchange Notes and (z) they are not affiliates (as defined in Rule 144) of the Issuers, and accepted for exchange in the Exchange Offer. Concurrently with the issuance of such Notes, the Trustee shall cause the aggregate principal amount of the applicable Restricted Global Notes to be reduced accordingly, and the Issuers shall execute and the Trustee shall authenticate and mail to the Persons designated by the Holders of Definitive Notes so accepted Unrestricted Definitive Notes in the applicable principal amount. Any Notes that remain outstanding after the consummation of the Exchange Offer, and Exchange Notes issued in connection with the Exchange Offer, shall be treated as a single class of securities under this Indenture.

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

               (i) Private Placement Legend.

               (A) Except as permitted by subparagraph (B) below, each Global Note and each Definitive Note (and all Notes issued in exchange therefor or substitution thereof) shall bear the legend in substantially the following form:

“THE NOTES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR OTHER SECURITIES LAWS. NEITHER THIS NOTE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION UNLESS THE TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF (1) AGREES THAT IT WILL NOT PRIOR TO (X) THE DATE WHICH IS TWO YEARS (OR SUCH SHORTER PERIOD OF TIME AS PERMITTED BY RULE 144(k) UNDER THE SECURITIES ACT OR ANY SUCCESSOR PROVISION THEREUNDER) AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF (OR OF ANY PREDECESSOR OF THIS NOTE) OR THE LAST DAY ON WHICH THE ISSUERS OR ANY AFFILIATE OF THE ISSUERS WAS THE OWNER OF THIS NOTE (OR ANY PREDECESSOR OF THIS NOTE) AND (Y) SUCH LATER DATE, IF ANY, AS MAY BE REQUIRED BY APPLICABLE LAW (THE “RESALE RESTRICTION TERMINATION DATE”), OFFER, SELL OR OTHERWISE TRANSFER THIS NOTE EXCEPT (A) TO THE ISSUERS, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A

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PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A INSIDE THE UNITED STATES, (D) PURSUANT TO OFFERS AND SALES TO NON U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT OR (E) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND (2) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS NOTE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND; PROVIDED THAT THE ISSUERS, THE TRUSTEE AND THE REGISTRAR SHALL HAVE THE RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER (I) PURSUANT TO CLAUSE (D) OR (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND (II) IN EACH OF THE FOREGOING CASES, TO REQUIRE THAT A CERTIFICATION OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS NOTE IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE. AS USED HEREIN, THE TERMS “OFFSHORE TRANSACTION,” “UNITED STATES” AND “U.S. PERSON” HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT.”

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

               (ii) Global Note Legend. Each Global Note shall bear a legend in substantially the following form:

“THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06(h) OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO

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SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE ISSUERS. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (“DTC”) TO THE ISSUERS OR THEIR AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.”

               (iii) Regulation S Temporary Global Note Legend. The Regulation S Temporary Global Note shall bear a legend in substantially the following form:

“THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE, AND THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR CERTIFICATED NOTES, ARE AS SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN).”

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

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               (i) General Provisions Relating to Transfers and Exchanges.

                    (i) To permit registrations of transfers and exchanges, the Issuers shall execute and the Trustee shall authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.02 hereof or at the Registrar’s request.

                    (ii) No service charge shall be made to a holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Issuers may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.07, 2.10, 3.06, 3.10, 4.10, 4.14 and 9.05 hereof).

                    (iii) Neither the Registrar nor the Issuers shall be required to register the transfer of or exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part.

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

                    (v) The Issuers shall not be required (A) to issue, to register the transfer of or to exchange any Notes during a period beginning at the opening of business 15 days before the day of any selection of Notes for redemption under Section 3.02 hereof and ending at the close of business on the day of selection, (B) to register the transfer of or to exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part or (C) to register the transfer of or to exchange a Note between a Record Date and the next succeeding Interest Payment Date.

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

                    (vii) Upon surrender for registration of transfer of any Note at the office or agency of the Issuers designated pursuant to Section 4.02 hereof, the Issuers shall execute, and the Trustee shall authenticate and mail, in the name of the designated transferee or transferees, one or more replacement Notes of any authorized denomination or denominations of a like aggregate principal amount.

                    (viii) At the option of the Holder, Notes may be exchanged for other Notes of any authorized denomination or denominations of a like aggregate principal amount upon surrender of the Notes to be exchanged at such office or agency. Whenever any Global

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Notes or Definitive Notes are so surrendered for exchange, the Issuers shall execute, and the Trustee shall authenticate and mail, the replacement Global Notes and Definitive Notes that the Holder making the exchange is entitled to in accordance with the provisions of Section 2.02 hereof.

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

Section 2.07. Replacement Notes.

          If any mutilated Note is surrendered to the Trustee, the Registrar or the Issuers and the Trustee receives evidence to their satisfaction of the ownership and destruction, loss or theft of any Note, the Issuers shall issue and the Trustee, upon receipt of an Authentication Order, shall authenticate a replacement Note if the Trustee’s requirements are met. If required by the Trustee or the Issuers, an indemnity bond must be supplied by the Holder that is sufficient in the judgment of the Trustee and the Issuers to protect the Issuers, the Trustee, any Agent and any authenticating agent from any loss that any of them may suffer if a Note is replaced. The Issuers may charge for their expenses in replacing a Note.

          Every replacement Note is a contractual obligation of the Issuers and shall be entitled to all of the benefits of this Indenture equally and proportionately with all other Notes duly issued hereunder.

Section 2.08. Outstanding Notes.

          The Notes outstanding at any time are all the Notes authenticated by the Trustee except for those canceled by it, those delivered to it for cancellation, those reductions in the interest in a Global Note effected by the Trustee in accordance with the provisions hereof, and those set forth in this Section 2.08 as not outstanding. Except as set forth in Section 2.09 hereof, a Note does not cease to be outstanding because the Issuers or an Affiliate of the Issuers holds the Note.

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

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

          If the Paying Agent (other than the Issuers, a Subsidiary or an Affiliate of any thereof) holds, on a Redemption Date or at Stated Maturity, money sufficient to pay Notes payable on that date, then on and after that date such Notes shall be deemed to be no longer outstanding and shall cease to accrue interest.

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Section 2.09. Treasury Notes.

          In determining whether the Holders of the required principal amount of Notes have concurred in any direction, waiver or consent, Notes owned by the Issuers, or by any Affiliate of the Issuers, shall be considered as though not outstanding, except that for the purposes of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent, only Notes that a Responsible Officer of the Trustee knows are so owned shall be so disregarded. Notes so owned which have been pledged in good faith shall not be disregarded if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right to deliver any such direction, waiver or consent with respect to the Notes and that the pledgee is not the Issuers or any obligor upon the Notes or any Affiliate of the Issuers or of such other obligor.

Section 2.10. Temporary Notes.

          Until certificates representing Notes are ready for delivery, the Issuers may prepare and the Trustee, upon receipt of an Authentication Order, shall authenticate temporary Notes. Temporary Notes shall be substantially in the form of certificated Notes but may have variations that the Issuers consider appropriate for temporary Notes and as shall be reasonably acceptable to the Trustee. Without unreasonable delay, the Issuers shall prepare and the Trustee shall authenticate definitive Notes in exchange for temporary Notes.

          Holders and beneficial holders, as the case may be, of temporary Notes shall be entitled to all of the benefits accorded to Holders, or beneficial holders, respectively, of Notes under this Indenture.

Section 2.11. Cancellation.

          The Issuers at any time may deliver Notes to the Trustee for cancellation. The Registrar and Paying Agent shall forward to the Trustee any Notes surrendered to them for registration of transfer, exchange or payment. The Trustee or, at the direction of the Trustee, the Registrar or the Paying Agent and no one else shall cancel all Notes surrendered for registration of transfer, exchange, payment, replacement or cancellation and shall destroy cancelled Notes (subject to the record retention requirement of the Exchange Act). Certification of the destruction of all cancelled Notes shall be delivered to the Issuers. The Issuers may not issue new Notes to replace Notes that they have paid or that have been delivered to the Trustee for cancellation.

Section 2.12. Defaulted Interest.

          If the Issuers default in a payment of interest on the Notes, they shall pay the defaulted interest in any lawful manner plus, to the extent lawful, interest payable on the defaulted interest to the Persons who are Holders on a subsequent special record date, in each case at the rate provided in the Notes and in Section 4.01 hereof. The Issuers shall notify the Trustee in writing of the amount of defaulted interest proposed to be paid on each Note and the date of the proposed payment, and at the same time the Issuers shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such defaulted

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interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such defaulted interest as provided in this Section 2.12. The Trustee shall fix or cause to be fixed each such special record date and payment date; provided that no such special record date shall be less than 10 days prior to the related payment date for such defaulted interest. The Trustee shall promptly notify the Issuers of such special record date. At least 15 days before the special record date, the Issuers (or, upon the written request of the Issuers, the Trustee in the name and at the expense of the Issuers) shall mail or cause to be mailed, first-class postage prepaid, to each Holder a notice at his or her address as it appears in the Note Register that states the special record date, the related payment date and the amount of such interest to be paid.

          Subject to the foregoing provisions of this Section 2.12 and for greater certainty, each Note delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of any other Note shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Note.

Section 2.13. CUSIP Numbers; ISIN Numbers.

          The Issuers in issuing the Notes may use CUSIP numbers (if then generally in use) or ISIN numbers (if then generally in use) and, if so, the Trustee shall use CUSIP numbers or ISIN numbers in notices of redemption as a convenience to Holders; provided, that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Notes or as contained in any notice of redemption and that reliance may be placed only on the other identification numbers printed on the Notes, and any such redemption shall not be affected by any defect in or omission of such numbers. The Issuers will as promptly as practicable notify the Trustee of any change in the CUSIP numbers or ISIN numbers.

ARTICLE 3

REDEMPTION

Section 3.01. Notices to Trustee.

          If the Issuers elect to redeem Fixed Rate Notes or Floating Rate Notes pursuant to Section 3.07 hereof, they shall furnish to the Trustee, at least 2 Business Days before notice of redemption is required to be mailed or caused to be mailed to Holders pursuant to Section 3.03 hereof but not more than 60 days before a Redemption Date, an Officer’s Certificate setting forth (i) the paragraph or subparagraph of such Note and/or Section of this Indenture pursuant to which the redemption shall occur, (ii) the Redemption Date, (iii) the principal amount of the Fixed Rate Notes or Floating Rate Notes, as the case may be, to be redeemed and (iv) the redemption price.

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Section 3.02. Selection of Notes to Be Redeemed or Purchased.

          If less than all of the Fixed Rate Notes or Floating Rate Notes, as the case may be, are to be redeemed or purchased in an offer to purchase at any time, the Trustee shall select the Notes to be redeemed or purchased (a) if the Notes are listed on any national securities exchange, in compliance with the requirements of the principal national securities exchange on which the Notes are listed or (b) on a pro rata basis or, to the extent that selection on a pro rata basis is not practicable, by lot or by such other method the Trustee considers fair and appropriate. In the event of partial redemption or purchase by lot, the particular Notes to be redeemed or purchased shall be selected, unless otherwise provided herein, not less than 30 nor more than 60 days prior to the redemption date by the Trustee from the outstanding Notes not previously called for redemption or purchase.

          The Trustee shall promptly notify the Issuers in writing of the Notes selected for redemption or purchase and, in the case of any Note selected for partial redemption or purchase, the principal amount thereof to be redeemed or purchased. Notes and portions of Notes selected shall be in minimum amounts of $2,000 or whole multiples of $1,000 in excess thereof; no Notes of $2,000 or less can be redeemed in part, except that if all of the Notes of a Holder are to be redeemed or purchased, the entire outstanding amount of Notes held by such Holder, even if not a minimum of $2,000 or a multiple of $1,000 in excess thereof, shall be redeemed or purchased. Except as provided in the preceding sentence, provisions of this Indenture that apply to Notes called for redemption or purchase also apply to portions of Notes called for redemption or purchase.

Section 3.03. Notice of Redemption.

          Subject to Section 3.10 hereof, the Issuers shall mail or cause to be mailed by first-class mail, postage prepaid, notices of redemption at least 30 days but not more than 60 days before the Redemption Date to each Holder of Notes to be redeemed at such Holder’s registered address or otherwise in accordance with the procedures of DTC, except that redemption notices may be mailed more than 60 days prior to a Redemption Date if the notice is issued in connection with Article 8 or Article 11 hereof. Except as set forth in Section 3.07(c) and Section 3.07(d) hereof, notices of redemption may not be conditional.

          The notice shall identify the Notes to be redeemed and shall state:

          (a) the Redemption Date;

          (b) the redemption price;

          (c) if any Note is to be redeemed in part only, the portion of the principal amount of that Note that is to be redeemed and that, after the Redemption Date upon surrender of such Note, a new Note or Notes in principal amount equal to the unredeemed portion of the original Note representing the same indebtedness to the extent not redeemed will be issued in the name of the Holder of the Notes upon cancellation of the original Note;

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

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

          (f) that, unless the Issuers default in making such redemption payment, interest on Notes called for redemption ceases to accrue on and after the Redemption Date;

          (g) the paragraph or subparagraph of the Notes and/or Section of this Indenture pursuant to which the Notes called for redemption are being redeemed;

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

          (i) if in connection with a redemption pursuant to Section 3.07(c) or 3.07(d) hereof, any condition to such redemption.

          At the Issuers’ request, the Trustee shall give the notice of redemption in the Issuers’ names and at their expense; provided that the Issuers shall have delivered to the Trustee, at least 2 Business Days before notice of redemption is required to be mailed or caused to be mailed to Holders pursuant to this Section 3.03 (unless a shorter notice shall be agreed to by the Trustee), an Officer’s Certificate requesting that the Trustee give such notice and setting forth the information to be stated in such notice as provided in the preceding paragraph.

Section 3.04. Effect of Notice of Redemption.

          Once notice of redemption is mailed in accordance with Section 3.03 hereof, Notes called for redemption become irrevocably due and payable on the Redemption Date at the redemption price (except as provided for in Section 3.07(c) and 3.07(d) hereof). The notice, if mailed in a manner herein provided, shall be conclusively presumed to have been given, whether or not the Holder receives such notice. In any case, failure to give such notice by mail or any defect in the notice to the Holder of any Note designated for redemption in whole or in part shall not affect the validity of the proceedings for the redemption of any other Note. Subject to Section 3.05 hereof, on and after the Redemption Date, interest ceases to accrue on Notes or portions of Notes called for redemption.

Section 3.05. Deposit of Redemption or Purchase Price.

          Prior to 10:00 a.m. (New York City time) on the redemption or purchase date, the Issuers shall deposit with the Trustee or with the Paying Agent money sufficient to pay the redemption or purchase price of and accrued and unpaid interest (including Additional Interest, if any) on all Notes to be redeemed or purchased on that date. The Trustee or the Paying Agent shall promptly return to the Issuers any money deposited with the Trustee or the Paying Agent by the Issuers in excess of the amounts necessary to pay the redemption price of, and accrued and unpaid interest on, all Notes to be redeemed or purchased.

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          If the Issuers comply with the provisions of the preceding paragraph, on and after the redemption or purchase date, interest shall cease to accrue on the Notes or the portions of Notes called for redemption or purchase. If a Note is redeemed or purchased on or after a Record Date but on or prior to the related Interest Payment Date, then any accrued and unpaid interest to the redemption or purchase date shall be paid to the Person in whose name such Note was registered at the close of business on such Record Date. If any Note called for redemption or purchase shall not be so paid upon surrender for redemption or purchase because of the failure of the Issuers to comply with the preceding paragraph, interest shall be paid on the unpaid principal, from the redemption or purchase date until such principal is paid, and to the extent lawful on any interest accrued to the redemption or purchase date not paid on such unpaid principal, in each case at the rate provided in the Notes and in Section 4.01 hereof.

Section 3.06. Notes Redeemed or Purchased in Part.

          Upon surrender of a Note that is redeemed or purchased in part, the Issuers shall issue, and the Trustee shall authenticate for the Holder at the expense of the Issuers, a new Note equal in principal amount to the unredeemed or unpurchased portion of the Note surrendered representing the same indebtedness to the extent not redeemed or purchased; provided that each new Note will be in a minimum principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. It is understood that, notwithstanding anything in this Indenture to the contrary, only an Authentication Order and not an Opinion of Counsel or Officer’s Certificate is required for the Trustee to authenticate such new Note.

Section 3.07. Optional Redemption.

          (a) At any time prior to December 1, 2009, the Issuers may redeem all or a part of the Fixed Rate Notes, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to each Holder’s registered address or otherwise delivered in accordance with the procedures of DTC, at a redemption price equal to 100% of the principal amount of the Fixed Rate Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Additional Interest, if any, to the date of redemption (the “Redemption Date”), subject to the right of Holders of record of Fixed Rate Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date.

          (b) At any time prior to December 1, 2007 the Issuers may redeem all or a part of the Floating Rate Notes, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to each Holder’s registered address or otherwise delivered in accordance with the procedures of DTC, at a redemption price equal to 100% of the principal amount of Floating Rate Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Additional Interest, if any, to the Redemption Date, subject to the rights of Holders of record of Floating Rate Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date.

          (c) Until December 1, 2008, the Issuers may, at their option, on one or more occasions redeem up to 35% of the aggregate principal amount of Fixed Rate Notes at a redemption price equal to 110.125% of the aggregate principal amount thereof, plus accrued and

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unpaid interest thereon and Additional Interest, if any, to the applicable Redemption Date, subject to the right of Holders of record of Fixed Rate Notes on the relevant record date to receive interest due on the relevant interest payment date, with the net cash proceeds of one or more Equity Offerings and redeem up to 35% of the aggregate principal amount of the Fixed Rate Notes at a redemption price equal to 110.125% of the aggregate principal amount thereof, plus and unpaid interest thereon and Additional Interest, if any, to the applicable Redemption Date, subject to the right of the Holders of record of Fixed Rate Notes on the relevant record date to receive interest due on the relevant interest payment date, with the net proceeds of one or more Designated Asset Sales; provided, however, that at least 50% of the sum of the aggregate principal amount of Fixed Rate Notes originally issued under this Indenture and any Additional Notes that are Fixed Rate Notes issued under this Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further, however, that each such redemption occurs within 90 days of the date of closing of each such Equity Offering or Designated Asset Sale, as the case may be. Notice of any redemption upon any Equity Offering or Designated Asset Sale may be given prior to the completion thereof, and any such redemption or notice may, at their discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering or Designated Asset Sale.

          (d) Until December 1, 2007, the Issuers may, at their option, on one or more occasions redeem up to 35% of the aggregate principal amount of Floating Rate Notes issued by the Issuers at a redemption price equal to 100% of the aggregate principal amount thereof, plus a premium equal to the rate per annum on the Floating Rate Notes applicable on the date on which notice of redemption is given, plus accrued and unpaid interest thereon and Additional Interest, if any, to the applicable Redemption Date, subject to the right of Holders of record of Floating Rate Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date, with the net cash proceeds of one or more Equity Offerings and redeem up to 35% of the aggregate principal amount of the Floating Rate Notes at a redemption price equal to 100% of the aggregate principal amount thereof, plus a premium equal to the rate per annum on the Floating Rate Notes applicable on the date on which notice of redemption is given, plus any unpaid interest thereon and Additional Interest, if any, to the applicable Redemption Date, subject to the right of the Holders of record of Floating Rate Notes on the relevant record date to receive interest due on the relevant interest payment date, with the net proceeds of one or more Designated Asset Sales; provided, however, that at least 50% of the sum of the aggregate principal amount of Floating Rate Notes originally issued under this Indenture and any Additional Notes that are Floating Rate Notes issued under this Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further, however, that each such redemption occurs within 90 days of the date of closing of each such Equity Offering or Designated Asset Sale, as the case may be. Notice of any redemption upon any Equity Offering or Designated Asset Sale may be given prior to the completion thereof, and any such redemption or notice may, at their discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering or Designated Asset Sale.

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          (e) On and after December 1, 2009, the Issuers may redeem the Fixed Rate Notes, in whole or in part, upon notice as set forth in Section 3.03 hereof, at the redemption prices (expressed as percentages of principal amount of the Fixed Rate Notes to be redeemed) set forth below, plus accrued and unpaid interest thereon and Additional Interest, if any, to the applicable Redemption Date, subject to the right of Holders of record of Fixed Rate Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on December 1 of each of the years indicated below:

Year	Percentage
2009		105.063	%
2010		102.531	%
2011 and thereafter		100.00	%

          (f) On and after December 1, 2007, the Issuers may redeem the Floating Rate Notes, in whole or in part, upon notice as set forth in Section 3.03 hereof, at the redemption prices (expressed as percentages of principal amount of the Floating Rate Notes to be redeemed) set forth below, plus accrued and unpaid interest thereon and Additional Interest, if any, to the applicable Redemption Date, subject to the right of Holders of record of Floating Rate Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on December 1 of each of the years indicated below:

Year	Percentage
2007		102.000	%
2008		101.000	%
2009 and thereafter		100.00	%

          (g) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof.

Section 3.08. Redemption Upon Changes in Withholding Taxes.

          If, as a result of:

          (a) any amendment after the Issue Date to, or change after the Issue Date in, the laws or regulations of any Relevant Jurisdiction, or

          (b) any change after the Issue Date in the general application or general or official interpretation of the laws, treaties or regulations of any Relevant Jurisdiction applicable to the Company or any Guarantor,

the Issuers or any Guarantor would be obligated to pay, on the next date for any payment and as a result of that change, Additional Amounts as set forth in Section 4.17 hereof with respect to the Relevant Jurisdiction, which the Issuers or any Guarantor cannot avoid by the use of reasonable measures available to it, then the Issuers may redeem all or part of the Notes, at any time thereafter, upon not less than 30 nor more than 60 days’ notice, at a redemption price of 100% of

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the principal amount, plus accrued and unpaid interest and Additional Interest, if any, to the Redemption Date. Such redemption shall also be permitted if the Issuers or any Guarantor determines that, as a result of any action take by any legislative body of, taxing authority of, or any action brought in a court of competent jurisdiction, in any Relevant Jurisdiction, which action is taken or brought on or after the Issue Date, there is a substantial probability that any Issuer or any Guarantor would be required to pay Additional Amounts. Prior to the giving of any notice of redemption described in this paragraph, the Company will deliver an Officer’s Certificate stating that:

          (1) the obligation to pay such Additional Amounts cannot be avoided by the Company or any Guarantor taking reasonable measures available to it; and

          (2) any Issuer or any Guarantor has or will become, or there is a substantial probability that it will become, obligated to pay such Additional Amounts as a result of an amendment or change in the laws, treaties or regulations of any Relevant Jurisdiction or a change in the application or interpretation of the laws, treaties or regulations of the Relevant Jurisdiction.

Section 3.09. Mandatory Redemption.

          The Issuers shall not be required to make mandatory redemption or sinking fund payments with respect to the Notes.

Section 3.10. Offers to Repurchase by Application of Excess Proceeds.

          (a) In the event that, pursuant to Section 4.10 hereof, the Company or any Restricted Subsidiary shall be required to commence an Asset Sale Offer, it shall follow the procedures specified below.

          (b) The Asset Sale Offer shall remain open for a period of 20 Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than five Business Days after the termination of the Offer Period (the “Purchase Date”), the Company or such Restricted Subsidiary, as the case may be, shall apply all Excess Proceeds (the “Offer Amount”) to the purchase of Notes and, if required, Pari Passu Indebtedness (on a pro rata basis, if applicable), or, if less than the Offer Amount has been tendered, all Notes and Pari Passu Indebtedness tendered in response to the Asset Sale Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made.

          (c) If the Purchase Date is on or after a Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest and Additional Interest, if any, up to but excluding the Purchase Date, shall be paid to the Person in whose name a Note is registered at the close of business on such Record Date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer.

          (d) Upon the commencement of an Asset Sale Offer, the Company or such Restricted Subsidiary, as the case may be, shall send, by first-class mail, a notice to each of the

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Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders and holders of Pari Passu Indebtedness. The notice, which shall govern the terms of the Asset Sale Offer, shall state:

          (i) that the Asset Sale Offer is being made pursuant to this Section 3.10 and Section 4.10 hereof and the length of time the Asset Sale Offer shall remain open;

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

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

          (iv) that, unless the Issuers default in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Purchase Date;

          (v) that Holders electing to have a Note purchased pursuant to an Asset Sale Offer may elect to have Notes purchased in integral multiples of $1,000 only (so long as any Note remaining outstanding has a minimum denomination of $2,000);

          (vi) that Holders electing to have a Note purchased pursuant to any Asset Sale Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” attached to the Note completed, or transfer by book-entry transfer, to the Issuers, the Depositary, if appointed by the Issuers, or a Paying Agent at the address specified in the notice at least three days before the Purchase Date;

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

          (viii) that, if the aggregate principal amount of Notes and Pari Passu Indebtedness surrendered by the holders thereof exceeds the Offer Amount, the Trustee shall select the Notes and such Pari Passu Indebtedness to be purchased on a pro rata basis based on the accreted value or principal amount of the Notes or such Pari Passu Indebtedness tendered (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of $2,000, or integral multiples of $1,000 in excess thereof, shall be purchased and any Note remaining outstanding has a minimum denomination of $2,000); and

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

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surrendered (or transferred by book-entry transfer) representing the same indebtedness to the extent not repurchased.

          (e) On or before the Purchase Date, the Issuers shall, to the extent lawful, (1) accept for payment, on a pro rata basis to the extent necessary, the Offer Amount of Notes or portions thereof validly tendered pursuant to the Asset Sale Offer, or if less than the Offer Amount has been tendered, all Notes tendered and (2) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officer’s Certificate stating the aggregate principal amount of Notes or portions thereof so tendered.

          (f) The Issuers, the Depositary or the Paying Agent, as the case may be, shall promptly mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes properly tendered by such Holder and accepted by the Issuers for purchase, and the Issuers shall promptly issue a new Note, and the Trustee, upon receipt of an Authentication Order, shall authenticate and mail or deliver (or cause to be transferred by book-entry) such new Note to such Holder (it being understood that, notwithstanding anything in this Indenture to the contrary, no Opinion of Counsel or Officer’s Certificate is required for the Trustee to authenticate and mail or deliver such new Note) in a principal amount equal to any unpurchased portion of the Note surrendered representing the same indebtedness to the extent not repurchased; provided, that each such new Note shall be in a principal amount of $2,000 and integral multiples of $1,000 in excess thereof. Any Note not so accepted shall be promptly mailed or delivered by the Issuers to the Holder thereof. The Issuers shall publicly announce the results of the Asset Sale Offer on or as soon as practicable after the Purchase Date.

          Other than as specifically provided in this Section 3.10 or Section 4.10 hereof, any purchase pursuant to this Section 3.10 shall be made pursuant to the applicable provisions of Sections 3.01 through 3.06 hereof.

ARTICLE 4

COVENANTS

Section 4.01. Payment of Notes.

          The Issuers shall pay or cause to be paid the principal of, premium, if any, Additional Interest, if any, and interest on the Notes on the dates and in the manner provided in the Notes. Principal, premium, if any, Additional Interest, if any, and interest shall be considered paid on the date due if the Paying Agent, if other than the Company or a Subsidiary, holds as of noon Eastern Time on the due date money deposited by the Issuers in immediately available funds and designated for and sufficient to pay all principal, premium, if any, and interest then due.

          The Issuers shall pay all Additional Interest, if any, in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement.

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

Section 4.02. Maintenance of Office or Agency.

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

          The Issuers may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided that no such designation or rescission shall in any manner relieve the Issuers of their obligation to maintain an office or agency in the Borough of Manhattan in the City of New York for such purposes. The Issuers shall give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency.

          The Issuers hereby designate the Corporate Trust Office of the Trustee as one such office or agency of the Issuers in accordance with Section 2.03 hereof.

Section 4.03. Reports and Other Information.

          (a) Notwithstanding that the Company may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, the Company shall file with the SEC (and make available to the Trustee and Holders of the Notes (without exhibits), without cost to any Holder, within 15 days after the Company files them with the SEC) from and after the Issue Date,

     (1) within 90 days after the end of each fiscal year (or such shorter period that would be applicable to the Company if it were a U.S. company that is not a foreign private issuer and that is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act (a “U.S. Filer”) as the SEC may in the future prescribe), an annual report on Form 10-K (or any successor form) or Form 20-F (or any successor form) containing substantially the same information (including applicable certifications) that the Company would be required to include in Form 10-K (or any successor form) if the Company were a U.S. Filer; provided, that the financial statements included therein shall

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be prepared in accordance with GAAP; provided, further, that if any annual report is filed on Form 20-F, the certifications required by Form 10-K, but not Form 20-F, shall be made to the Holders of the Notes and the Trustee as if such report had been made on Form 10-K and provided to the Trustee and made available to Holders, in lieu of being filed with the SEC;

     (2) within 45 days after the end of each of the first three fiscal quarters of each fiscal year (or such shorter period that would be applicable to the Company if it were a U.S. Filer as the SEC may in the future prescribe), a report containing substantially the same information (including applicable certifications) required to be contained in Form 10-Q (or any successor form) that would be required if the Company were a U.S. Filer; provided, that the financial statements included therein shall be prepared in accordance with GAAP; provided, further, that if any quarterly report is filed on Form 6-K, the certifications required by Form 10-Q, but not Form 6-K, shall be made to the Holders of the Notes and the Trustee as if such report had been made on Form 10-Q and provided to the Trustee and made available to Holders, in lieu of being filed with the SEC;

     (3) within the time periods specified on Form 8-K after the occurrence of an event required to be therein reported, such other reports on the appropriate form for reporting current events containing substantially the same information required to be contained in Form 8-K (or any successor form) that would be required if the Company were a U.S. Filer; provided, that such reports may be furnished, rather than filed, to the extent U.S. Filers are permitted to do so by the SEC; and

     (4) any other information, documents and other reports that the Company would be required to file with the SEC if it were a U.S. Filer; provided, that such reports may be furnished, rather than filed, to the extent U.S. Filers are permitted to do so by the SEC;

in each case, in a manner that complies in all material respects with the requirements specified in such form; provided, however, that the Company shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Company will make available such information to prospective purchasers of Notes, in addition to providing such information to the Trustee and the Holders of the Notes, in each case within 15 days after the time the Company would be required to file such information with the SEC, if it were subject to Section 13 or 15(d) of the Exchange Act. In addition, to the extent not satisfied by the foregoing, the Company will agree that, for so long as any Notes are outstanding, it will furnish to Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

          (b) In the event that any direct or indirect parent company of the Company becomes a guarantor of the Notes, the Company may satisfy its obligations under this Section 4.03 with respect to financial information relating to the Company by furnishing financial information relating to such parent; provided, however that the same is accompanied by consolidating information that explains in reasonable detail the differences between the

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information relating to such parent, on the one hand, and the information relating to the Company and its Restricted Subsidiaries on a standalone basis, on the other hand.

          (c) Notwithstanding the foregoing, the requirements of this Section 4.03 shall be deemed satisfied prior to the commencement of the Exchange Offer or the effectiveness of the Shelf Registration Statement by:

     (1) the filing with the SEC of the Exchange Offer Registration Statement or Shelf Registration Statement, and any amendments thereto, with such financial information that satisfies Regulation S-X of the Securities Act, or

     (2) posting on its website or providing to the Trustee within 15 days of the time periods after the Company would have been required to file annual and interim reports with the SEC, the financial information (including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section) that would be required to be included in such reports, subject to exceptions consistent with the presentation of financial information in the Offering Memorandum.

Section 4.04. Compliance Certificate.

          (a) The Issuers and each Guarantor (to the extent that such Guarantor is so required under the Trust Indenture Act) shall deliver to the Trustee, within 90 days after the end of each fiscal year ending after the Issue Date, a certificate from the principal executive officer, principal financial officer or principal accounting officer (or such other Officer as is appropriate) stating that a review of the activities of the Issuers and their Restricted Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officer with a view to determining whether the Issuers have kept, observed, performed and fulfilled their obligations under this Indenture, and further stating, as to such Officer signing such certificate, that to the best of his or her knowledge the Issuers have kept, observed, performed and fulfilled each and every condition and covenant contained in this Indenture and are not in default in the performance or observance of any of the terms, provisions, covenants and conditions of this Indenture (or, if a Default shall have occurred, describing all such Defaults of which he or she may have knowledge and what action the Issuers are taking or propose to take with respect thereto).

          (b) When any Default has occurred and is continuing under this Indenture, or if the Trustee or the holder of any other evidence of Indebtedness of the Issuers or any Subsidiary gives any notice or takes any other action with respect to a claimed Default, the Issuers shall promptly (which shall be no more than five (5) Business Days) deliver to the Trustee by registered or certified mail or by facsimile transmission an Officer’s Certificate specifying such event and what action the Issuers propose to take with respect thereto.

Section 4.05. Taxes.

          The Issuers shall pay, and shall cause each of their Restricted Subsidiaries to pay, prior to delinquency, all material taxes, assessments, and governmental levies except such as are

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contested in good faith and by appropriate negotiations or proceedings or where the failure to effect such payment is not adverse in any material respect to the Holders of the Notes.

Section 4.06. Stay, Extension and Usury Laws.

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

Section 4.07. Limitation on Restricted Payments.

          (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly:

     (I) declare or pay any dividend or make any payment or distribution on account of the Company’s or any of its Restricted Subsidiaries’ Equity Interests, including any dividend or distribution payable in connection with any merger or consolidation other than:

     (A) dividends or distributions by the Company payable solely in Equity Interests (other than Disqualified Stock) of the Company; or

     (B) dividends or distributions by a Restricted Subsidiary so long as, in the case of any dividend or distribution payable on or in respect of any class or series of Equity Interests issued by a Restricted Subsidiary other than a Wholly Owned Subsidiary, the Company or a Restricted Subsidiary receives at least its pro rata share of such dividend or distribution in accordance with its Equity Interests in such class or series of Equity Interests;

     (II) purchase, redeem, defease or otherwise acquire or retire for value any Equity Interests of the Company or any direct or indirect parent of the Company, including in connection with any merger or consolidation;

     (III) make any payment on, or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value, in each case, prior to any scheduled repayment, sinking fund payment or Stated Maturity, any Subordinated Indebtedness, other than:

     (A) with respect to Indebtedness permitted to be incurred pursuant to clauses (7) and (8) of Section 4.09(b) hereof; or

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     (B) a payment of interest, principal or related Obligations at Stated Maturity; or

     (C) the purchase, redemption, defeasance or other acquisition or retirement of Subordinated Indebtedness in anticipation of satisfying a sinking fund obligation or principal installment at Stated Maturity, in each case due within one year of the date of purchase, redemption, defeasance or acquisition or retirement; or

     (IV) make any Restricted Investment,

(each such payment or other action set forth in clauses (I) through (IV) above being referred to as a “Restricted Payment”), unless, at the time of and immediately after giving effect to such Restricted Payment:

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

     (2) the Company would have been permitted to incur at least $1.00 of additional Indebtedness pursuant to Section 4.09(a) hereof; and

     (3) such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by the Company and its Restricted Subsidiaries after the Issue Date (including Restricted Payments permitted by clauses (1), (2) (with respect to the payment of dividends on Refunding Capital Stock pursuant to clause (b) thereof only), (6)(c) and (9) of Section 4.07(b) hereof, but excluding all other Restricted Payments permitted by Section 4.07(b) hereof), is less than the sum of (without duplication):

     (a) 50% of the Consolidated Net Income of the Company for the period (taken as one accounting period) beginning November 1, 2005, to the end of the Company’s most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment, or, if such Consolidated Net Income for such period is a deficit, minus 100% of such deficit; plus

     (b) 100% of the aggregate net cash proceeds and the fair market value, as determined in good faith by the Company, of marketable securities or other property received by the Company after the Issue Date (other than net cash proceeds to the extent such net cash proceeds have been relied upon to incur Indebtedness, Disqualified Stock or Preferred Stock pursuant to clause (12)(a) of Section 4.09(b) hereof) from the issue or sale of:

     (i) (A) Equity Interests of the Company, including Treasury Capital Stock, but excluding such proceeds and such fair market value, as determined in good faith by the Company, of marketable securities or other property received from the sale of:

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     (x) Equity Interests to members of management, directors or consultants of the Company, any direct or indirect parent company of the Company and the Company’s Subsidiaries after the Issue Date to the extent such amounts have been applied to make Restricted Payments in accordance with clause (4) of Section 4.07(b) hereof; and

     (y) Designated Preferred Stock; and

          (B) to the extent such net cash proceeds are actually contributed to the Company, Equity Interests of any direct or indirect parent company of the Company (excluding contributions of the proceeds from the sale of Designated Preferred Stock of any such parent company or contributions to the extent such amounts have been applied to make Restricted Payments in accordance with clause (4) of Section 4.07(b) hereof); or

     (ii) debt securities of the Company that have been converted into or exchanged for Equity Interests of the Company;

provided, however, that the calculation set forth in this clause (b) shall not include the net cash proceeds or fair market value of marketable securities or other property received from the sale of (W) Refunding Capital Stock, (X) Equity Interests or debt securities of the Company that are convertible into or exchangeable for Equity Interests of the Company, in each case sold to a Restricted Subsidiary, (Y) Disqualified Stock or debt securities that have been converted into Disqualified Stock or (Z) Excluded Contributions; plus

     (c) 100% of the aggregate amount of net cash proceeds and the fair market value, as determined in good faith by the Company, of marketable securities or other property contributed to the capital of the Company after the Issue Date (other than net cash proceeds: (A) to the extent such net cash proceeds have been relied upon to incur Indebtedness, Disqualified Stock or Preferred Stock pursuant to clause (12)(a) of Section 4.09(b) hereof, (B) contributed by a Restricted Subsidiary and (C) constituting an Excluded Contribution); plus

     (d) 100% of the aggregate amount received in cash and the fair market value, as determined in good faith by the Company, of marketable securities or other property received from:

     (i) the sale or other disposition (other than to the Company or a Restricted Subsidiary) of Restricted Investments made by the Company or its Restricted Subsidiaries and repurchases and redemptions of such Restricted Investments from the Company or its Restricted Subsidiaries and repayments of loans or advances, and releases of guarantees, which constitute Restricted Investments by the Company or its Restricted Subsidiaries, in each case after the Issue Date; or

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     (ii) the sale (other than to the Company or a Restricted Subsidiary) of the Capital Stock of an Unrestricted Subsidiary or a distribution or dividend from an Unrestricted Subsidiary, in each case after the Issue Date (other than in each case to the extent the Investment in such Unrestricted Subsidiary was made by the Company or a Restricted Subsidiary pursuant to clause (7) of Section 4.07(b) hereof or to the extent such Investment constituted a Permitted Investment); plus

     (e) in the case of the redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary after the Issue Date, the fair market value of the Investment in such Unrestricted Subsidiary, as determined by the Company in good faith or if such fair market value exceeds $25.0 million, in writing by an Independent Financial Advisor, at the time of such redesignation (other than an Unrestricted Subsidiary to the extent the Investment in such Unrestricted Subsidiary was made by the Company or a Restricted Subsidiary pursuant to clause (7) of Section 4.07(b) hereof or to the extent such Investment constituted a Permitted Investment).

(b) The foregoing provisions of Section 4.07(a) hereof shall not prohibit:

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

     (2) (a) the purchase, redemption, defeasance or other acquisition or retirement for value of any Equity Interests (“Treasury Capital Stock”) or Subordinated Indebtedness of the Company or any Equity Interests of any direct or indirect parent company of the Company, in exchange for, or out of the proceeds of the substantially concurrent sale (other than to a Restricted Subsidiary of the Company) of, Equity Interests of the Company or any direct or indirect parent company of the Company to the extent contributed to the Company (in each case, other than any Disqualified Stock) (“Refunding Capital Stock”) and (b) if immediately prior to the retirement of Treasury Capital Stock, the declaration and payment of dividends thereon was permitted under clause (6) of this Section 4.07(b), the declaration and payment of dividends on the Refunding Capital Stock (other than Refunding Capital Stock the proceeds of which were used to purchase, redeem, defease or otherwise acquire or retire for value any Equity Interests of any direct or indirect parent company of the Company) in an aggregate amount in any calendar year no greater than the aggregate amount of dividends per annum that were declarable and payable on such Treasury Capital Stock immediately prior to such retirement;

     (3) the purchase, redemption, defeasance or other acquisition or retirement for value of Subordinated Indebtedness of the Issuers or a Guarantor made by exchange for, or out of the proceeds of the substantially concurrent sale of, Refinancing Indebtedness of the Issuers or a Guarantor, as the case may be, that is incurred in compliance with Section 4.09 hereof.

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     (4) the purchase, redemption, defeasance or other acquisition or retirement for value of Equity Interests (other than Disqualified Stock) of the Company or any of its direct or indirect parent companies held by any future, present or former employee, director or consultant of the Company, any of its Subsidiaries or any of its direct or indirect parent companies pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement; provided, however, that the aggregate Restricted Payments made under this clause (4) shall not exceed in any calendar year $20.0 million (with unused amounts in any calendar year being carried over to succeeding calendar years subject to a maximum (without giving effect to the following proviso) of $40.0 million in any calendar year); provided further, however, that such amount in any calendar year may be increased by an amount not to exceed:

     (a) the net cash proceeds from the sale of Equity Interests (other than Disqualified Stock) of the Company and, to the extent contributed to the Company, Equity Interests of any of the Company’s direct or indirect parent companies, in each case to members of management, directors or consultants of the Company, any of its Subsidiaries or any of its direct or indirect parent companies that occurs after the Issue Date, to the extent such net cash proceeds have not otherwise been applied to make Restricted Payments pursuant to clause (3) of Section 4.07(a) hereof; plus

     (b) the net cash proceeds of key man life insurance policies received by the Company or its Restricted Subsidiaries after the Issue Date; less

     (c) the amount of any Restricted Payments previously made with the cash proceeds set forth in clauses (a) and (b) of this clause (4);

provided, further, that cancellation of Indebtedness owing to the Company from members of management of the Company, any of the Company’s direct or indirect parent companies or any of the Company’s Restricted Subsidiaries in connection with a repurchase of Equity Interests of the Company or any of its direct or indirect parent companies will not be deemed to constitute a Restricted Payment for purposes of this Section 4.07 or any other provision of this Indenture;

     (5) the declaration and payment of dividends to holders of any class or series of Disqualified Stock of the Company or any of its Restricted Subsidiaries issued in accordance with and to the extent permitted by Section 4.09 hereof to the extent such dividends are included in the definition of “Fixed Charges;”

     (6) the declaration and payment of dividends

     (a) to holders of any class or series of Designated Preferred Stock (other than Disqualified Stock) issued by the Company after the Issue Date;

     (b) to a direct or indirect parent company of the Company, to the extent that the proceeds of which are used to fund the payment of dividends to holders of any class or series of Designated Preferred Stock (other than

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Disqualified Stock) of such parent company issued after the Issue Date; provided, however, that the amount of dividends paid pursuant to this clause (b) shall not exceed the aggregate amount of cash actually contributed to the Company from the sale of such Designated Preferred Stock;

     (c) to holders of Refunding Capital Stock that is Preferred Stock and that was exchanged for, or the proceeds of which were used to purchase, redeem, defease or otherwise acquire or retire for value, any Preferred Stock (other than Preferred Stock of the Company outstanding on the Issue Date) in excess of the dividends declarable and payable thereon pursuant to clause (2) of this Section 4.07(b);

provided, however, in the case of each of clauses (a), (b) and (c) of this clause (6), that for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date of declaration of any such dividends, after giving effect to such declaration on a pro forma basis, the Company and its Restricted Subsidiaries on a consolidated basis would have had a Fixed Charge Coverage Ratio of at least 2.00 to 1.00;

     (7) Investments in Unrestricted Subsidiaries having an aggregate fair market value, taken together with all other Investments made pursuant to this clause (7) that are at the time outstanding, without giving effect to the sale of an Unrestricted Subsidiary to the extent the proceeds of such sale do not consist of cash or marketable securities, not to exceed the greater of $50.0 million and 2% of Total Assets at the time of such Investment (with the fair market value of each Investment being determined in good faith by the Company at the time made and without giving effect to subsequent changes in value);

     (8) repurchases of Equity Interests deemed to occur upon exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants;

     (9) the declaration and payment of dividends on the Company’s common stock (or the payment of dividends to any direct or indirect parent company to fund a payment of dividends on such company’s common stock), following the consummation of an underwritten public offering of the Company’s common stock or the common stock of any of its direct or indirect parent companies after the Issue Date, of up to 6% per annum of the net cash proceeds received by or contributed to the Company in or from any such public offering, other than public offerings with respect to common stock registered on Form S-8 and other than any public sale constituting an Excluded Contribution;

     (10) Restricted Payments that are made with Excluded Contributions;

     (11) other Restricted Payments in an aggregate amount, taken together with all other Restricted Payments made pursuant to this clause (11), not to exceed the greater of $50.0 million and 2% of Total Assets at the time made;

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     (12) distributions or payments of Receivables Fees;

     (13) any Restricted Payment used to fund the Transactions and the fees and expenses related thereto or owed to Affiliates, in each case to the extent permitted by Section 4.11 hereof;

     (14) the repurchase, redemption or other acquisition or retirement for value of any Subordinated Indebtedness pursuant to provisions similar to those set forth under Section 4.10 and Section 4.14 hereof; provided that all Notes tendered by Holders in connection with a Change of Control Offer or Asset Sale Offer, as applicable, have been purchased, redeemed, defeased or acquired for value;

     (15) the declaration and payment of dividends by the Company to, or the making of loans to, any direct or indirect parent in amounts required for any direct or indirect parent companies to pay, in each case without duplication,

     (a) franchise taxes and other fees, taxes and expenses required to maintain their corporate existence;

     (b) federal, state and local income taxes, to the extent such income taxes are attributable to the income of the Company and its Restricted Subsidiaries and, to the extent of the amount actually received from its Unrestricted Subsidiaries, in amounts required to pay such taxes to the extent attributable to the income of such Unrestricted Subsidiaries; provided, however that in each case the amount of such payments in any fiscal year does not exceed the amount that the Company and its Restricted Subsidiaries would be required to pay in respect of federal, state and local taxes for such fiscal year were the Company, its Restricted Subsidiaries and its Unrestricted Subsidiaries (to the extent set forth above) to pay such taxes separately from any such parent company;

     (c) customary salary, bonus and other benefits payable to officers and employees of any direct or indirect parent company the Company to the extent such salaries, bonuses and other benefits are attributable to the ownership or operation of the Company and its Restricted Subsidiaries;

     (d) general corporate operating and overhead costs and expenses of any direct or indirect parent company of the Company to the extent such costs and expenses are attributable to the ownership or operation of the Company and its Restricted Subsidiaries; and

     (e) fees and expenses other than to Affiliates of the Company related to any unsuccessful equity or debt offering of such parent company;

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(16)	the distribution, by dividend or otherwise, by the Company or a Restricted Subsidiary, of shares of Capital Stock of, or Indebtedness owed to the Company or a Restricted Subsidiary by Unrestricted Subsidiaries;
(17)	at any time on or prior to the third anniversary of the Issue Date, Restricted Payments that are made with the proceeds from Designated Asset Sales; or
(18)	at any time on or prior to July 31, 2006, Restricted Payments that are made with the proceeds from any Tranche B-2 Term Loan Commitment (as defined in the Senior Credit Facilities) to the extent permitted by the Senior Credit Facilities;

provided, however, that at the time of, and after giving effect to, any Restricted Payment permitted under clauses (11), (17) and (18) of this Section 4.07(b), no Default shall have occurred and be continuing or would occur as a consequence thereof.

                (c) For purposes of designating any Restricted Subsidiary as an Unrestricted Subsidiary, all outstanding Investments by the Company and its Restricted Subsidiaries (except to the extent repaid) in the Subsidiary so designated will be deemed to be Restricted Payments in an amount determined as set forth in the last sentence of the definition of “Investment.” Such designation will be permitted only if a Restricted Payment in such amount would be permitted at such time, whether pursuant to Section 4.07(a) hereof or under clause (7), (10) or (11) of Section 4.07(b) hereof, or pursuant to the definition of “Permitted Investments,” and if such Subsidiary otherwise meets the definition of an Unrestricted Subsidiary.

                Section 4.08. Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries.

                (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries that is not a U.S. Issuer or a Guarantor to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any such Restricted Subsidiary to:

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

                     (B) pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries;

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

                (3) sell, lease or transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries.

                (b) The restrictions in Section 4.08(a) hereof shall not apply to encumbrances or restrictions existing under or by reason of:

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     (1) contractual encumbrances or restrictions in effect on the Issue Date, including pursuant to the Senior Credit Facilities and the related documentation;

     (2) this Indenture, the Notes, the indenture governing the Subordinated Notes and the Subordinated Notes;

     (3) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature discussed in clause (3) of Section 4.08(a) hereof on the property so acquired;

     (4) applicable law or any applicable rule, regulation or order;

     (5) any agreement or other instrument of a Person acquired by the Company or any of its Restricted Subsidiaries in existence at the time of such acquisition (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired;

     (6) contracts for the sale of assets, including customary restrictions with respect to a Subsidiary of the Company pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary;

     (7) Secured Indebtedness otherwise permitted to be incurred pursuant to Section 4.09 hereof and Section 4.12 hereof that limit the right of the debtor to dispose of the assets securing such Indebtedness;

     (8) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;

     (9) other Indebtedness, Disqualified Stock or Preferred Stock of Restricted Subsidiaries that are not U.S. Issuers or Guarantors permitted to be incurred subsequent to the Issue Date pursuant to the provisions of Section 4.09 hereof;

     (10) customary provisions in joint venture agreements and other similar agreements relating solely to such joint venture;

     (11) customary provisions contained in leases or licenses of intellectual property and other agreements, in each case, entered into in the ordinary course of business;

     (12) any encumbrances or restrictions of the type referred to in Section 4.08(a) hereof imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1) through (11) of this Section 4.08(b); provided, however, that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of

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the Company, no more restrictive with respect to such encumbrance and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing; and

     (13) restrictions created in connection with any Receivables Facility that, in the good faith determination of the Company are necessary or advisable to effect transactions contemplated under such Receivables Facility.

Section 4.09. Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock.

          (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise (collectively, “incur” and collectively, an “incurrence”) with respect to any Indebtedness (including Acquired Indebtedness) and the Company shall not issue any shares of Disqualified Stock and shall not permit any Restricted Subsidiary to issue any shares of Disqualified Stock or Preferred Stock; provided, however, that the Company may incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and any of its Restricted Subsidiaries may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of Preferred Stock, if the Fixed Charge Coverage Ratio on a consolidated basis for the Company and its Restricted Subsidiaries’ most recently ended four fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock or Preferred Stock is issued would have been at least 2.00 to 1.00, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred, or the Disqualified Stock or Preferred Stock had been issued, as the case may be, and the application of proceeds therefrom had occurred at the beginning of such four-quarter period, provided, however, that Restricted Subsidiaries that are not Guarantors may not incur Indebtedness or issue Disqualified Stock or Preferred Stock if, after giving pro forma effect to such incurrence or issuance (including a pro forma application of the net proceeds therefrom), more than an aggregate of $125.0 million of Indebtedness or Disqualified Stock or Preferred Stock of Restricted Subsidiaries that are not Guarantors is outstanding pursuant to this clause (a) at such time.

          (b) The provisions of Section 4.09(a) hereof shall not apply to:

     (1) the incurrence of Indebtedness under Credit Facilities by the Company or any of its Restricted Subsidiaries and the issuance and creation of letters of credit and bankers’ acceptances thereunder (with letters of credit and bankers’ acceptances being deemed to have a principal amount equal to the face amount thereof), up to an aggregate principal amount of $975.0 million outstanding at any one time, less up to $215.0 million in the aggregate of mandatory principal payments actually made by the borrower thereunder in respect of Indebtedness thereunder with the proceeds of the Storage Sale;

     (2) the incurrence by the Issuers and any Guarantor of Indebtedness represented by the Notes and the Subordinated Notes (including any Guarantee) (other

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than any Additional Notes) and any notes and guarantees issued in exchange for the Notes, the Subordinated Notes and Guarantees pursuant to a registration rights agreement;

     (3) Indebtedness of the Company and its Restricted Subsidiaries in existence on the Issue Date (other than Indebtedness set forth in clauses (1) and (2) of this Section 4.09(b));

     (4) (a) Indebtedness (including Capitalized Lease Obligations), Disqualified Stock and Preferred Stock incurred by the Company or any of its Restricted Subsidiaries, to finance the purchase, lease or improvement of property (real or personal) or equipment that is used or useful in a Similar Business, whether through the direct purchase of assets or the Capital Stock of any Person owning such assets, in an aggregate principal amount at the date of such incurrence (including all Refinancing Debt Incurred to refinance any other Indebtedness incurred pursuant to this clause (4)(a)) not to exceed the greater of $100.0 million and 4% of Total Assets; provided, however, that such Indebtedness exists at the date of such purchase or transaction, or is created within 270 days thereafter, and (b) other Indebtedness under Capitalized Lease Obligations in a principal amount that does not exceed $50.0 million in the aggregate at any time outstanding, together with other Indebtedness under Capitalized Lease Obligations incurred under this clause (4)(b) (including all Refinancing Debt Incurred to refinance any other Indebtedness incurred pursuant to this clause (4)(b));

     (5) Indebtedness incurred by the Company or any of its Restricted Subsidiaries constituting reimbursement obligations with respect to letters of credit issued in the ordinary course of business, including letters of credit in respect of workers’ compensation claims, or other Indebtedness with respect to reimbursement type obligations regarding workers’ compensation claims; provided, however, that upon the drawing of such letter of credit or the incurrence of such Indebtedness, such obligations are reimbursed within 30 days following such drawing or incurrence;

     (6) Indebtedness arising from agreements of the Company or its Restricted Subsidiaries providing for indemnification, adjustment of purchase price or similar obligations, in each case, incurred or assumed in connection with the disposition of any business, assets or the Capital Stock of a Subsidiary, other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or Capital Stock for the purpose of financing such acquisition; provided, however, that the maximum assumable liability in respect of all such Indebtedness shall at no time exceed the gross proceeds, including non-cash proceeds (the fair market value of such non-cash proceeds being measured at the time received and without giving effect to any subsequent changes in value), actually received by the Company and its Restricted Subsidiaries in connection with such disposition;

     (7) Indebtedness of the Company to a Restricted Subsidiary; provided, however, that any subsequent issuance or transfer of any Capital Stock or any other event that results in such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such Indebtedness (except to the Company or another Restricted

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Subsidiary) shall be deemed, in each case, to be an incurrence of such Indebtedness; provided further, however, that any such Indebtedness owing to a Restricted Subsidiary that is not a U.S. Issuer or a Guarantor shall be expressly subordinated in right of payment to the Notes;

     (8) Indebtedness of a Restricted Subsidiary to the Company or another Restricted Subsidiary; provided, however, that if a U.S. Issuer or a Guarantor incurs such Indebtedness to a Restricted Subsidiary that is not a U.S. Issuer or a Guarantor, such Indebtedness is expressly subordinated in right of payment to the Notes in the case of a U.S. Issuer or the Guarantee of the Notes of such Guarantor; provided further, however, that any subsequent transfer of any such Indebtedness (except to the Company or another Restricted Subsidiary) shall be deemed, in each case, to be an incurrence of such Indebtedness;

     (9) shares of Preferred Stock of a Restricted Subsidiary issued to the Company or another Restricted Subsidiary, provided that any subsequent issuance or transfer of any Capital Stock or any other event that results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such shares of Preferred Stock (except to the Company or another of its Restricted Subsidiaries) shall be deemed in each case to be an issuance of such shares of Preferred Stock;

     (10) Hedging Obligations (excluding Hedging Obligations entered into for speculative purposes) for the purpose of limiting interest rate risk with respect to any Indebtedness permitted to be incurred pursuant to this Section 4.09, exchange rate risk or commodity pricing risk;

     (11) obligations in respect of performance, bid, appeal and surety bonds and completion guarantees provided by the Company or any of its Restricted Subsidiaries in the ordinary course of business;

     (12) (a) Indebtedness or Disqualified Stock of the Company and Indebtedness, Disqualified Stock or Preferred Stock of any Restricted Subsidiary equal to 200.0% of the net cash proceeds received by the Company after the Issue Date from the issue or sale of Equity Interests of the Company or cash contributed to the capital of the Company (in each case, other than proceeds of Disqualified Stock or sales of Equity Interests to the Company or any of its Subsidiaries) as determined in accordance with clauses (3)(b) and (3)(c) of Section 4.07(a) hereof to the extent such net cash proceeds or cash have not been applied pursuant to such clauses to make Restricted Payments or to make other Investments, payments or exchanges pursuant to Section 4.07(b) hereof or to make Permitted Investments (other than Permitted Investments specified in clauses (1) and (3) of the definition thereof) and (b) Indebtedness or Disqualified Stock of the Company and Indebtedness, Disqualified Stock or Preferred Stock of any Restricted Subsidiary not otherwise permitted hereunder in an aggregate principal amount or liquidation preference, which when aggregated with the principal amount and liquidation preference of all other Indebtedness, Disqualified Stock and Preferred Stock then outstanding and

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incurred pursuant to this clause (12)(b), does not at any one time outstanding exceed $175.0 million;

     (13) the incurrence by the Company or any Restricted Subsidiary of the Company of Indebtedness, Disqualified Stock or Preferred Stock that serves to refund or refinance any Indebtedness, Disqualified Stock or Preferred Stock incurred pursuant to Section 4.09(a) hereof, clauses (2), (3), (4), (12)(a), (13) or (14) of this Section 4.09(b) or any Indebtedness, Disqualified Stock or Preferred Stock incurred to so refund or refinance such Indebtedness, Disqualified Stock or Preferred Stock (the “Refinancing Indebtedness”); provided, however, that:

     (A) the principal amount of such Refinancing Indebtedness does not exceed the principal amount of (or accreted value, if applicable), plus any accrued and unpaid interest on, the Indebtedness being so refunded or refinanced, plus the amount of any premium (including any tender premium and any defeasance costs, fees and premium required to be paid under the terms of the instrument governing such Indebtedness) and any fees and expenses incurred in connection with the issuance of such new Indebtedness;

     (B) such Refinancing Indebtedness shall have a Weighted Average Life to Maturity at the time such Refinancing Indebtedness is incurred equal to or greater than the remaining Weighted Average Life to Maturity of the Indebtedness, Disqualified Stock or Preferred Stock being refunded or refinanced;

     (C) if such Refinancing Indebtedness constitutes Subordinated Indebtedness, such Refinancing Indebtedness shall have a final scheduled maturity date equal to or later than the final scheduled maturity date of the Indebtedness being refunded or refinanced;

     (D) to the extent such Refinancing Indebtedness refunds or refinances (i) Subordinated Indebtedness, such Refinancing Indebtedness shall be subordinated to the Notes or the Guarantee at least to the same extent as the Indebtedness being refinanced or refunded or (ii) Disqualified Stock or Preferred Stock, such Refinancing Indebtedness must be Disqualified Stock or Preferred Stock, respectively; and

     (E) Refinancing Indebtedness shall not include:

     (i) Indebtedness, Disqualified Stock or Preferred Stock of a Subsidiary of the Company that is not a U.S. Issuer or a Guarantor that refunds or refinances Indebtedness, Disqualified Stock or Preferred Stock of either an Issuer or a Guarantor; or

     (ii) Indebtedness, Disqualified Stock or Preferred Stock of the Company or a Restricted Subsidiary that refunds or refinances

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Indebtedness, Disqualified Stock or Preferred Stock of an Unrestricted Subsidiary;

     (14) Indebtedness, Disqualified Stock or Preferred Stock of (x) the Company or a Restricted Subsidiary incurred to finance an acquisition or (y) Persons that are acquired by the Company or any Restricted Subsidiary or merged with or into the Company or a Restricted Subsidiary in accordance with the terms of this Indenture; provided, however, that after giving effect to such acquisition or merger, either

(A)	the Company would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a) hereof, or
(B)	the Fixed Charge Coverage Ratio of the Company and the Restricted Subsidiaries would be greater than immediately prior to such acquisition or merger;

     (15) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, provided, however, that such Indebtedness is extinguished within two Business Days of its incurrence;

     (16) Indebtedness of the Company or any of its Restricted Subsidiaries supported by a letter of credit issued pursuant to Credit Facilities, in a principal amount not in excess of the stated amount of such letter of credit;

     (17) (a) any guarantee by the Company or a Restricted Subsidiary of Indebtedness or other obligations of any Restricted Subsidiary so long as the incurrence of such Indebtedness incurred by such Restricted Subsidiary is permitted under the terms of this Indenture, or

     (b) any guarantee by a Restricted Subsidiary of Indebtedness of the Company provided, however, that such guarantee is incurred in accordance with Section 4.15 hereof; and

     (18) Indebtedness owed by the Company or any of its Restricted Subsidiaries to current or former officers, directors and employees thereof, their respective estates, spouses or former spouses, in each case to finance the purchase or redemption of Equity Interests of the Company or any direct or indirect parent company of the Company to the extent set forth in clause (4) of Section 4.07(b) hereof.

     (c) For purposes of determining compliance with this Section 4.09:

     (1) in the event that an item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) meets the criteria of more than one of the categories of permitted Indebtedness, Disqualified Stock or Preferred Stock set forth in clauses (1)

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through (18) of Section 4.09(b) hereof or is entitled to be incurred pursuant to Section 4.09(a) hereof, the Company, in its sole discretion, shall classify, and may thereafter reclassify, such item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) and shall only be required to include the amount and type of such Indebtedness, Disqualified Stock or Preferred Stock in one of the above clauses; provided, however, that all Indebtedness outstanding under the Credit Facilities after the application of the net proceeds from the sale of the Notes shall first be applied to clause (1) of Section 4.09(b) hereof; and

     (2) at the time of incurrence, the Company shall be entitled to divide and classify an item of Indebtedness in more than one of the types of Indebtedness set forth in Sections 4.09(a) and 4.09(b) hereof (it being understood that any Indebtedness, Disqualified Stock or Preferred Stock incurred pursuant to clause (12)(b) or clause (4) of Section 4.09(b) shall cease to be deemed incurred or outstanding for purposes of first, clause (12)(b) and second, clause (4) and shall be deemed incurred for the purposes of Section 4.09(a) hereof from and after the first date on which, and to the extent that, the Company or such Restricted Subsidiary could have incurred such Indebtedness, Disqualified Stock or Preferred Stock under the Section 4.09(a) hereof without reliance on clause (12)(b) or (4), as applicable).

          Accrual of interest, the accretion of accreted value and the payment of interest or dividends in the form of additional Indebtedness, Disqualified Stock or Preferred Stock shall not be deemed to be an incurrence of Indebtedness, Disqualified Stock or Preferred Stock for purposes of this Section 4.09.

          For purposes of determining compliance with any U.S. dollar-denominated restriction on the incurrence of Indebtedness, the U.S. dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was incurred, in the case of term debt, or first committed, in the case of revolving credit Indebtedness; provided, however that if such Indebtedness is incurred to refinance other Indebtedness denominated in a foreign currency, and such refinancing would cause the applicable U.S. dollar denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed the principal amount of such Indebtedness being refinanced.

          The principal amount of any Indebtedness incurred to refinance other Indebtedness, if incurred in a different currency from the Indebtedness being refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in which such respective Indebtedness is denominated that is in effect on the date of such refinancing.

          Notwithstanding anything to the contrary, the Company shall not, and shall not permit any U.S. Issuer or Guarantor to, directly or indirectly, incur any Indebtedness (including Acquired Indebtedness) that is subordinated or junior in right of payment to any Indebtedness of the Company or such U.S. Issuer or Guarantor, as the case may be, unless such Indebtedness is

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expressly subordinated in right of payment to the Notes or such Guarantor’s Guarantee to the extent and in the same manner as such Indebtedness is subordinated to other Indebtedness of the Company or such U.S. Issuer or Guarantor, as the case may be. For the purposes of this Indenture, Indebtedness that is unsecured is not deemed to be subordinated or junior to Secured Indebtedness merely because it is unsecured, and Indebtedness (other than Subordinated Indebtedness) is not deemed to be subordinated or junior to any other such Indebtedness merely because it has a junior priority with respect to the same collateral.

Section 4.10. Asset Sales.

          (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, consummate an Asset Sale, unless:

     (1) the Company or such Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value (as determined in good faith by the Company) of the assets sold or otherwise disposed of; and

     (2) except in the case of a Permitted Asset Swap, at least 75% of the consideration therefor received by the Company or such Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents; provided, however, that, for purposes of this provision and for no other purpose, each of the following shall be deemed to be cash:

     (A) any liabilities (as shown on the Company’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto) of the Company or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the Notes, that are assumed by the transferee of such assets and with respect to which the Company and all of its Restricted Subsidiaries have been validly released by all creditors in writing,

     (B) any securities received by the Company or such Restricted Subsidiary from such transferee that are converted by the Company or such Restricted Subsidiary into cash (to the extent of the cash received) within 180 days following the closing of such Asset Sale to the extent of the cash received in such conversion, and

     (C) any Designated Non-cash Consideration received by the Company or such Restricted Subsidiary having an aggregate fair market value (as determined in good faith by the Company), taken together with all other Designated Non-cash Consideration received pursuant to this clause (c) that is at that time outstanding, not to exceed the greater of $150.0 million and 6% of Total Assets at the time of the receipt of such Designated Non-cash Consideration, with the fair market value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value.

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          (b) Within 450 days after the receipt of any Net Proceeds of any Asset Sale, the Company or any Restricted Subsidiary, at its option, may apply the Net Proceeds from such Asset Sale,

(1) to permanently reduce:

     (A) Obligations under the Senior Credit Facilities, and to correspondingly reduce commitments with respect thereto;

     (B) Obligations under Indebtedness (other than Subordinated Indebtedness) that is secured by a Lien, which Lien is permitted by this Indenture, and to correspondingly reduce commitments with respect thereto;

     (C) Obligations under other Indebtedness (other than Subordinated Indebtedness) (and to correspondingly reduce commitments with respect thereto), provided, however, that the Company shall equally and ratably reduce Obligations under the Notes as provided under Section 3.07 hereof through open-market purchases (to the extent such purchases are at or above 100% of the principal amount thereof) or by making an offer (in accordance with the procedures set forth under Section 4.10(c) hereof) to all Holders to purchase their Notes at 100% of the principal amount thereof, plus the amount of accrued but unpaid interest, if any, on the amount of Notes that would otherwise be prepaid; or

     (D) Indebtedness of a Restricted Subsidiary that is not a U.S. Issuer or Guarantor, other than Indebtedness owed to the Company or another Restricted Subsidiary; or

     (2) to:

     (A) make capital expenditures;

     (B) either (i) make Restricted Payments pursuant to clause (17) of Section 4.07(b) hereof or (ii) redeem Notes in accordance with Section 3.10 hereof in each case with the proceeds of Designated Asset Sales;

     (C) make an Investment in any one or more businesses; provided, however, that any such Investment is in the form of the acquisition of Capital Stock and results in such business becoming a Restricted Subsidiary; or

     (D) acquire properties or other assets,

that, in the case of each of clauses (C) and (D), are either used or useful in a Similar Business or replace the businesses, properties and /or assets that are the subject of such Asset Sale; provided further, however, that a binding commitment shall be treated as a permitted application of the Net Proceeds from the date of such commitment so long as the Company or such other Restricted Subsidiary enters into such commitment with the good faith expectation that such Net Proceeds will be

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applied to satisfy such commitment within 180 days of such commitment (an “Acceptable Commitment”) and, in the event any Acceptable Commitment is later cancelled or terminated for any reason before the Net Proceeds are applied in connection therewith, the Company or such Restricted Subsidiary enters into another Acceptable Commitment (a “Second Commitment”) within 180 days of such cancellation or termination; provided, however, that if any Second Commitment is later cancelled or terminated for any reason before such Net Proceeds are applied, then such Net Proceeds shall constitute Excess Proceeds.

          (c) Any Net Proceeds from the Asset Sale that are not invested or applied as provided and within the time period set forth in Section 4.10(b) shall be deemed to constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $25.0 million, the Issuers shall make an offer to all Holders of the Notes and, if required by the terms of any Indebtedness that is pari passu with the Notes (“Pari Passu Indebtedness”), to the holders of such Pari Passu Indebtedness (an “Asset Sale Offer”), to purchase the maximum aggregate principal amount (or accreted value, as applicable) of the Notes and such Pari Passu Indebtedness that is in a minimum amount of $2,000 and an integral multiple of $1,000 in excess thereof that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest, if any, to the date fixed for the closing of such offer, in accordance with the procedures set forth in this Indenture. The Issuers shall commence an Asset Sale Offer with respect to Excess Proceeds within ten Business Days after the date that Excess Proceeds exceed $25.0 million by delivering the notice required pursuant to the terms of this Indenture, with a copy to the Trustee.

          To the extent that the aggregate amount of Notes and such Pari Passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Issuers may use any remaining Excess Proceeds for general corporate purposes, subject to other covenants contained in this Indenture. If the aggregate principal amount of Notes or the Pari Passu Indebtedness surrendered by such holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such Pari Passu Indebtedness to be purchased on a pro rata basis based on the accreted value or principal amount of the Notes or such Pari Passu Indebtedness tendered. Upon completion of any such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero.

          (d) Pending the final application of any Net Proceeds pursuant to this Section 4.10, the holder of such Net Proceeds may apply such Net Proceeds temporarily to reduce Indebtedness outstanding under a revolving credit facility or otherwise invest such Net Proceeds in any manner not prohibited by this Indenture.

          (e) The Issuers shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of the Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture, the Issuers shall comply with the applicable securities laws and

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regulations and shall not be deemed to have breached their obligations set forth in this Indenture by virtue thereof.

Section 4.11. Transactions with Affiliates.

          (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of the Company (each of the foregoing, an “Affiliate Transaction”) involving aggregate payments or consideration in excess of $5.0 million, unless:

     (1) such Affiliate Transaction is on terms that are not materially less favorable to the Company or its relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Company or such Restricted Subsidiary with an unrelated Person on an arm’s-length basis; and

     (2) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate payments or consideration in excess of $20.0 million, the Company delivers to the Trustee a resolution adopted by the majority of the board of directors of the Company approving such Affiliate Transaction and set forth in an Officer’s Certificate certifying that such Affiliate Transaction complies with clause (1) of this Section 4.11(a).

     (b) The provisions of Section 4.11(a) hereof shall not apply to the following:

     (1) transactions between or among the Company or any of its Restricted Subsidiaries;

     (2) Restricted Payments permitted by Section 4.07 hereof and the definition of “Permitted Investments;”

     (3) the payment of management, consulting, monitoring and advisory fees and related expenses to the Investors pursuant to the Sponsor Advisory Agreement;

     (4) the payment of reasonable and customary fees paid to, and indemnities provided on behalf of, officers, directors, employees or consultants of the Company, any of its direct or indirect parent companies or any of its Restricted Subsidiaries;

     (5) transactions in which the Company or any of its Restricted Subsidiaries, as the case may be, delivers to the Trustee a letter from an Independent Financial Advisor stating that such transaction is fair to the Company or such Restricted Subsidiary from a financial point of view or stating that the terms are not materially less favorable to the Company or its relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Company or such Restricted Subsidiary with an unrelated Person on an arm’s-length basis;

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     (6) any agreement as in effect as of the Issue Date, or any amendment thereto (so long as any such amendment is not disadvantageous to the Company when taken as a whole as compared to the applicable agreement as in effect on the Issue Date);

     (7) the existence of, or the performance by the Company or any of its Restricted Subsidiaries of its obligations under the terms of, any stockholders agreement (including any registration rights agreement or purchase agreement related thereto) to which it is a party as of the Issue Date and any similar agreements which it may enter into thereafter; provided, however, that the existence of, or the performance by the Company or any of its Restricted Subsidiaries of obligations under any future amendment to any such existing agreement or under any similar agreement entered into after the Issue Date shall only be permitted by this clause (7) to the extent that the terms of any such amendment or new agreement are not otherwise disadvantageous to the Holders when taken as a whole;

     (8) the Transactions and the payment of all fees and expenses related to the Transactions, in each case as disclosed in the Offering Memorandum;

     (9) transactions with customers, clients, suppliers, or purchasers or sellers of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of this Indenture, which are fair to the Company and its Restricted Subsidiaries, in the reasonable determination of the board of directors of the Company or the senior management thereof, or are on terms at least as favorable as are reasonably likely to have been obtained at such time from an unaffiliated party;

     (10) the issuance of Equity Interests (other than Disqualified Stock) of the Company to any Permitted Holder or to any director, officer, employee or consultant;

     (11) sales of accounts receivable, or participations therein, in connection with any Receivables Facility;

     (12) payments by the Company or any of its Restricted Subsidiaries to any of the Investors for financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, including, without limitation, in connection with acquisitions or divestitures which payments are approved in good faith by a majority of the board of directors of the Company;

     (13) payments or loans (or cancellation of loans) to employees or consultants of the Company, any of its direct or indirect parent companies or any of its Restricted Subsidiaries and employment agreements, stock option plans and other similar arrangements with such employees or consultants which, in each case, are approved in good faith by the Company; and

     (14) investments by the Investors in securities of the Company or any of its Restricted Subsidiaries so long as (i) the investment is being offered generally to other

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investors on the same or more favorable terms and (ii) the investment constitutes less than 5% of the proposed or outstanding issue amount of such class of securities.

Section 4.12. Liens.

          The Company shall not, and shall not permit any U.S. Issuer or Guarantor to, directly or indirectly, create, incur, assume or suffer to exist any Lien (except Permitted Liens) that secures obligations under any Indebtedness or any related Guarantee, on any asset or property of the Company or any U.S. Issuer or Guarantor, or any income or profits therefrom, or assign or convey any right to receive income therefrom, unless:

     (1) in the case of Liens securing Subordinated Indebtedness, the Notes and related Guarantees are secured by a Lien on such property, assets or proceeds that is senior in priority to such Liens; or

     (2) in all other cases, the Notes or the Guarantees are equally and ratably secured, except that the foregoing shall not apply to (A) Liens securing Indebtedness incurred under Credit Facilities, including any letter of credit facility relating thereto, pursuant to clause (1) of Section 4.09(b) hereof, and (B) Liens securing Obligations in respect of any Indebtedness incurred pursuant to Section 4.09 hereof; provided that, with respect to Liens securing Obligations permitted under this subclause (B), at the time of incurrence of and after giving pro forma effect thereto, the Consolidated Secured Debt Ratio would be no greater than 3.5 to 1.0.

Section 4.13. Corporate Existence.

          Subject to Article 5 hereof, the Company shall do or cause to be done all things necessary to preserve and keep in full force and effect (i) its corporate existence, and the corporate, partnership or other existence of each of its Restricted Subsidiaries, in accordance with the respective organizational documents (as the same may be amended from time to time) of the Company or any such Restricted Subsidiary and (ii) the rights (charter and statutory), licenses and franchises of the Company and its Restricted Subsidiaries; provided that the Company shall not be required to preserve any such right, license or franchise, or the corporate, partnership or other existence of any of its Restricted Subsidiaries, if the Company in good faith shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Company and its Restricted Subsidiaries, taken as a whole.

Section 4.14. Offer to Repurchase Upon Change of Control.

          (a) If a Change of Control occurs, unless the Issuers have previously or concurrently mailed a redemption notice with respect to all the outstanding Notes as set forth under Section 3.07 hereof, the Issuers shall make an offer to purchase all of the Notes pursuant to the offer set forth below (the “Change of Control Offer”) at a price in cash (the “Change of Control Payment”) equal to 101 % of the aggregate principal amount thereof plus accrued and unpaid interest and Additional Interest, if any, to the date of purchase, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest

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Payment Date. Within 30 days following any Change of Control, the Issuers shall send notice of such Change of Control Offer, with a copy to the Trustee, to each Holder of Notes by first-class mail to the address of such Holder appearing in the security register or otherwise in accordance with the procedures of DTC, with the following information:

     (1) that a Change of Control Offer is being made pursuant to this Section 4.14 and the circumstances and relevant facts regarding such Change of Control;

     (2) the purchase price and the purchase date, which will be no earlier than 30 days nor later than 60 days from the date of such notice (the “Change of Control Payment Date”);

     (3) that all Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment by us, that any Note not properly tendered will remain outstanding and continue to accrue interest, and that unless the Issuers default in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on the Change of Control Payment Date; and

     (4) the instructions, as determined by the Issuers, consistent with this Section 4.14, that a Holder must follow in connection with the Change of Control Offer.

          The notice, if mailed in a manner herein provided, shall be conclusively presumed to have been given, whether or not the Holder receives such notice. If (a) the notice is mailed in a manner herein provided and (b) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuers shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.14, the Issuers shall comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations under this Section 4.14 by virtue thereof.

          (b) On the Change of Control Payment Date, the Issuers shall, to the extent permitted by law,

     (1) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer,

     (2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered, and

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     (3) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the Issuers.

          (c) The Issuers shall not be required to make a Change of Control Offer following a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 applicable to a Change of Control Offer made by the Issuers and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control, conditional upon completion of the transaction constituting such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.

          (d) Other than as specifically provided in this Section 4.14, any purchase pursuant to this Section 4.14 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof.

Section 4.15. Limitation on Guarantees of Indebtedness by Restricted Subsidiaries.

          The Company shall not permit any of its Wholly Owned Subsidiaries that are Restricted Subsidiaries (and non-Wholly Owned Subsidiaries if such non-Wholly Owned Subsidiaries guarantee other Indebtedness), other than a U.S. Issuer or a Guarantor to guarantee the payment of any Indebtedness of the Company or any Restricted Subsidiary unless:

     (1) such Restricted Subsidiary within 30 days executes and delivers a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto, providing for a Guarantee by such Restricted Subsidiary, except that with respect to a guarantee of Indebtedness of any Issuer or any Guarantor, if such Indebtedness is by its express terms subordinated in right of payment to the Notes or such Guarantor’s Guarantee, any such guarantee by such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Guarantee substantially to the same extent as such Indebtedness is subordinated to the Notes;

     (2) such Restricted Subsidiary waives and shall not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Company or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Guarantee; and

     (3) such Restricted Subsidiary shall deliver to the Trustee an Opinion of Counsel to the effect that:

     (a) such Guarantee has been duly executed and authorized; and

     (b) such Guarantee constitutes a valid, binding and enforceable obligation of such Restricted Subsidiary, except insofar as enforcement thereof

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may be limited by bankruptcy, insolvency or similar laws (including, without limitation, all laws relating to fraudulent transfers) and except insofar as enforcement thereof is subject to general principles of equity;

provided, however, that this Section 4.15 shall not be applicable to any guarantee of any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary and was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary.

Section 4.16. Suspension of Covenants.

          (a) During any period of time that (i) the Notes have Investment Grade Ratings from both Rating Agencies and (ii) no Default or Event of Default has occurred and is continuing under this Indenture (the occurrence of the events set forth in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”), the Company and the Restricted Subsidiaries will not be subject to Sections 4.07, 4.08, 4.09, 4.10, 4.11, 4.15 and clause (4) of Section 5.01(a) hereof (collectively, the “Suspended Covenants”). Upon the occurrence of a Covenant Suspension Event, the amount of Excess Proceeds from Net Proceeds shall be reset at zero. The Guarantees of the Guarantors will be suspended as of such date (the “Suspension Date”).

          (b) In the event that the Company and the Restricted Subsidiaries are not subject to the Suspended Covenants under this Indenture for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) one or both of the Rating Agencies withdraws its Investment Grade Rating or downgrades the rating assigned to the Notes below an Investment Grade Rating, then the Company and the Restricted Subsidiaries shall thereafter again be subject to the Suspended Covenants under this Indenture with respect to future events and the Guarantees will be reinstated. The period of time between the Suspension Date and the Reversion Date is referred to in this description as the “Suspension Period.” Notwithstanding that the Suspended Covenants may be reinstated, no Default or Event of Default will be deemed to have occurred as a result of a failure to comply with the Suspended Covenants during the Suspension Period (or upon termination of the Suspension Period or after that time based solely on events that occurred during the Suspension Period). The Issuers shall deliver promptly to the Trustee an Officer’s Certificate notifying it of any such occurrence under this Section 4.16.

          (c) During any Suspension Period, the Company will not, and will not permit any Restricted Subsidiary to, enter into any Sale and Lease-Back Transaction; provided, however, that the Company or any Restricted Subsidiary may enter into a Sale and Lease-Back Transaction if:

(a) the Company or such Restricted Subsidiary could have incurred a Lien to secure the Indebtedness attributable to such Sale and Lease-Back Transaction pursuant to Section 4.12 hereof without equally and ratably securing the Notes pursuant to the covenant set forth under such covenant; and

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(b) the consideration received by the Company or such Restricted Subsidiary in that Sale and Lease-Back Transaction is at least equal to the fair market value of the property sold and otherwise complies with Section 4.10 hereof;

provided further, that the foregoing provisions shall cease to apply on and subsequent to the Reversion Date following such Suspension Period.

          On the Reversion Date, all Indebtedness incurred, or Disqualified Stock issued, during the Suspension Period will be classified to have been incurred or issued pursuant to Section 4.09(b)(3). Calculations made after the Reversion Date of the amount available to be made as Restricted Payments under Section 4.07 hereof will be made as though Section 4.07 hereof had been in effect since the Issue Date and prior to, but not during, the Suspension Period.

Section 4.17. Additional Amounts.

          All payments of, or in respect of, principal of, and premium and interest on, the Notes or under the Guarantees will be made without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature imposed or levied by or on behalf of the Republic of Singapore, including any political subdivision or taxing authority thereof, or any other jurisdiction in which any Guarantor is organized or resident for tax purposes or from or through which payment is made, other than the United States or any State or taxing authority thereof (including, in each case, any political subdivision thereof) (the “Relevant Jurisdiction”) or any authority thereof or therein having power to tax unless these taxes, duties, assessments or governmental charges are required to be withheld or deducted. In that event, the Issuers (or the Guarantor, as the case may be), jointly and severally, agree to pay such additional amount as will result (after deduction of such taxes, duties, assessments or governmental charges and any additional taxes, duties, assessments or governmental charges of the Relevant Jurisdiction) in the payment to each Holder of a Note of the amounts that would have been payable in respect of such Notes or under the Guarantees had no withholding or deduction been required (such amounts, “Additional Amounts”), except that no Additional Amounts shall be payable for or on account of:

(1) any tax, duty, assessment or other governmental charge that would not have been imposed but for the fact that such Holder:

(a)

is or has been a domiciliary, national or resident of, engages or has been engaged in business, maintains or has maintained a permanent establishment, or is or has been physically present in Singapore or the other jurisdiction, or otherwise has or has had some connection with the Relevant Jurisdiction other than the mere ownership of, or receipt of payment under, such Note or under the Guarantees (including, without limitation, the Holder being a resident in the Relevant Jurisdiction for tax purposes); or

(b)

presented such Note more than 30 days after the date on which the payment in respect of such Note first became due and payable or provided for, whichever is later, except to the extent that the Holder would have been

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entitled to such Additional Amounts if it had presented such Note for payment on any day within such period of 30 days;

(2)	any estate, inheritance, gift, sale, transfer, personal property or similar tax, assessment or other governmental charge;
(3)	any tax, duty, assessment or other governmental charge which is payable otherwise than by deduction or withholding from payment of interest, principal or premium on the Notes or under the Guarantees;
(4)	any tax, duty, assessment or other governmental charge that is imposed or withheld by reason of the failure to duly and timely comply by the Holder or the beneficial owner of a Note with a request by the Company addressed to the Holder (A) to provide information concerning the nationality, residence, identity or connection with the Relevant Jurisdiction of the Holder or such beneficial owner or connection with the Relevant Jurisdiction or (B) to make any declaration or other similar claim or satisfy any information or reporting requirement, which, in the case of (A) and (B), is required or imposed by a statute, treaty, regulation or administrative practice of the taxing jurisdiction as a precondition to exemption from all or part of such tax, duty, assessment or other governmental charge;
(5)	any payment of the principal of or premium or interest on any Note to any Holder who is a fiduciary or partnership or person other than the sole beneficial owner of the payment to the extent that, if the beneficial owner had held the Note directly, such beneficial owner would not have been entitled to the Additional Amounts;
(6)	except in the case of a winding up of the Company, any tax, duty, assessment or other governmental charge which would not have been imposed but for the presentation of a Note for payment (where presentation is required) in the Relevant Jurisdiction (unless by reason of the Company’s actions, presentment could not have been made elsewhere); or
(7)	any combination of the items listed above.

          Such Additional Amounts will also not be payable where, had the beneficial owner of the Note been the Holder, it would not have been entitled to payment of Additional Amounts by reason of clauses (1) through (7) above.

          If any taxes are required to be deducted or withheld from payments on the Notes or under the Guarantees, the Company shall promptly provide a receipt of the payment of such taxes (or if such receipt is not available, any other evidence of payment reasonably acceptable to the Trustee).

          Any reference herein to the payment of the principal or interest on any Note shall be deemed to include the payment of Additional Amounts provided for in this Indenture to the

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extent that, in such context, Additional Amounts are, were or would be payable under this Indenture.

ARTICLE 5

SUCCESSORS

Section 5.01. Merger, Consolidation or Sale of All or Substantially All Assets.

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

     (1) either: (x) the Company is the surviving Person; or (y) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a Person organized or existing under the laws of the jurisdiction of organization of the Company or the laws of the Republic of Singapore or of the United States, any state thereof, the District of Columbia, or any territory thereof (such Person, as the case may be, being herein called the “Successor Company”);

     (2) the Successor Company, if other than the Company, expressly assumes all the obligations of the Company under the Notes pursuant to supplemental indentures or other documents or instruments in form reasonably satisfactory to the Trustee;

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

     (4) immediately after giving pro forma effect to such transaction and any related financing transactions, as if such transactions had occurred at the beginning of the applicable four-quarter period,

     (A) the Successor Company would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a) hereof, or

     (B) the Fixed Charge Coverage Ratio for the Successor Company, the Company and its Restricted Subsidiaries would be greater than such Ratio for the Company and its Restricted Subsidiaries immediately prior to such transaction;

     (5) each U.S. Issuer and Guarantor, unless it is the other party to the transactions set forth above, in which case Section 5.01(c)(1)(B) hereof shall apply, shall have by supplemental indenture confirmed that its obligations under this Indenture and the Notes or Guarantee, as the case may be, shall apply to such Person’s obligations under this Indenture, the Notes and the Registration Rights Agreement;

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     (6) if the merging corporation is organized and existing under the laws of the Republic of Singapore and the Successor Company is organized and existing under the laws of the United States of America, any state thereof, the District of Columbia or any territory thereof or if the merging corporation is organized and existing under the laws of the United States of America, any state thereof, the District of Columbia or any territory thereof and the Successor Company is organized and existing under the laws of the Republic of Singapore, the Company shall have delivered to the Trustee an Opinion of Counsel that the holders of the Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of the transaction and will be taxed for U.S. federal income tax purposes on the same amounts and at the same times as would have been the case if the transaction had not occurred;

     (7) in the event that the Successor Company is organized and existing under the laws of a jurisdiction other than the merging corporation’s jurisdiction and an opinion is not delivered pursuant to clause (6) above, the Successor Company shall agree to withhold any taxes, duties, assessments or similar charges that arise as a consequence of such consolidation, merger or sale with respect to the payment of principal, premium or interest on the Notes or Guarantees and to pay such additional amounts as may be necessary to ensure that the net amounts receivable by holders of the Notes after any such withholding or deduction will equal the respective amounts of principal, premium and interest which would have been receivable in respect of the Notes in the absence of such consolidation, merger or sale, to the extent such additional amounts would be required by and subject to the terms (including all relevant exceptions) contained in Section 4.17 hereof; and

     (8) the Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indentures, if any, comply with this Indenture.

          (b) The Successor Company shall succeed to, and be substituted for the Company, as the case may be, under this Indenture, the Guarantees and the Notes, as applicable. Notwithstanding clauses (3) and (4) of Section 5.01 (a) hereof,

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

     (y) the Company may merge with an Affiliate of the Company solely for the purpose of reincorporating the Company in a state of the United States, the District of Columbia, any territory thereof or the Republic of Singapore so long as the amount of Indebtedness of the Company and its Restricted Subsidiaries is not increased thereby.

          (c) Subject to certain limitations set forth in this Indenture governing release of a U.S. Issuer from its obligations under this Indenture and the Notes and a Guarantor from its Guarantee upon the sale, disposition or transfer of a guarantor, no U.S. Issuer or Guarantor shall, and the Company shall not permit any U.S. Issuer or Guarantor to, consolidate or merge with or into or wind up into (whether or not an Issuer or Guarantor is the surviving corporation), or sell,

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assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets, in one or more related transactions, to any Person unless:

     (1) (A) such U.S. Issuer or Guarantor is the surviving corporation or the Person formed by or surviving any such consolidation or merger (if other than such U.S. Issuer or Guarantor) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation organized or existing under the laws of the jurisdiction of organization of such U.S. Issuer or Guarantor, as the case may be, or the laws of the Republic of Singapore, or of the United States, any state thereof, the District of Columbia, or any territory thereof (such Guarantor or such Person, as the case may be, being herein called the “Successor Person”);

     (B) the Successor Person, if other than such U.S. Issuer or Guarantor, expressly assumes all the obligations of such U.S. Issuer or Guarantor under this Indenture and such Guarantor’s related Guarantee pursuant to supplemental indentures or other documents or instruments in form reasonably satisfactory to the Trustee;

     (C) immediately after giving effect to such transaction, no Default or Event of Default exists; and

     (D) the Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indentures, if any, comply with this Indenture; or

     (2) the transaction is made in compliance with Section 4.10 hereof.

          (d) Subject to certain limitations set forth in this Indenture, the Successor Person shall succeed to, and be substituted for, such U.S. Issuer or Guarantor under this Indenture and such Guarantor’s Guarantee. Notwithstanding the foregoing, any U.S. Issuer or Guarantor may merge into or transfer all or part of its properties and assets to another U.S. Issuer or Guarantor or the Company.

Section 5.02. Successor Corporation Substituted.

          Upon any consolidation or merger, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the assets of the Company in accordance with Section 5.01 hereof, the successor corporation formed by such consolidation or into or with which the Company is merged or to which such sale, assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and be substituted for (so that from and after the date of such consolidation, merger, sale, lease, conveyance or other disposition, the provisions of this Indenture referring to the Company shall refer instead to the successor corporation and not to the Company), and may exercise every right and power of the Company under this Indenture with the same effect as if such successor Person had been named as the Company herein; provided that the predecessor Company shall not be relieved from the obligation to pay the principal of and interest and Additional Interest, if any, on the Notes except

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in the case of a sale, assignment, transfer, conveyance or other disposition of all of the Company’s assets that meets the requirements of Section 5.01 hereof.

ARTICLE 6

DEFAULTS AND REMEDIES

Section 6.01. Events of Default.

          (a) An “Event of Default” wherever used herein, means any one of the following events (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body):

     (1) default in payment when due and payable, upon redemption, acceleration or otherwise, of principal of, or premium, if any, on the Notes;

     (2) default for 30 days or more in the payment when due of interest or Additional Interest on or with respect to the Notes;

     (3) failure by any Issuer or any Guarantor for 60 days after receipt of written notice given by the Trustee or the Holders of not less than 30% in principal amount of the Notes to comply with any of its obligations, covenants or agreements (other than a default referred to in clauses (1) and (2) above) contained in this Indenture or the Notes;

     (4) default under any mortgage, indenture or instrument under which there is issued or by which there is secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiaries or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries, other than Indebtedness owed to the Company or a Restricted Subsidiary, whether such Indebtedness or guarantee now exists or is created after the issuance of the Notes, if both:

     (a) such default either results from the failure to pay any principal of such Indebtedness at its Stated Maturity (after giving effect to any applicable grace periods) or relates to an obligation other than the obligation to pay principal of any such Indebtedness at its Stated Maturity and results in the holder or holders of such Indebtedness causing such Indebtedness to become due prior to its Stated Maturity; and

     (b) the principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at its Stated Maturity (after giving effect to any applicable grace periods), or the maturity of which has been so accelerated, aggregate $50.0 million or more at any one time outstanding;

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     (5) failure by the Company or any Significant Subsidiary to pay final judgments aggregating in excess of $50.0 million, which final judgments remain unpaid, undischarged and unstayed for a period of more than 60 days after such judgment becomes final, and in the event such judgment is covered by insurance, an enforcement proceeding has been commenced by any creditor upon such judgment or decree which is not promptly stayed;

     (6) the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, pursuant to or within the meaning of any Bankruptcy Law:

     (a) commences proceedings to be adjudicated bankrupt or insolvent;

     (b) consents to the institution of bankruptcy or insolvency proceedings against it, or the filing by it of a petition or answer or consent seeking reorganization or relief under applicable Bankruptcy Law;

     (c) consents to the appointment of a receiver, liquidator, assignee, trustee, sequestrator or other similar official of it or for all or substantially all of its property;

     (d) makes a general assignment for the benefit of its creditors; or

     (e) generally is not paying its debts as they become due;

     (7) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:

     (a) is for relief against the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, in a proceeding in which the Company or any such Restricted Subsidiaries, that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, is to be adjudicated bankrupt or insolvent;

     (b) appoints a receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, or for all or substantially all of the property of the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary; or

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     (c) orders the liquidation of the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary;

     and the order or decree remains unstayed and in effect for 60 consecutive days; or

     (8) the Guarantee of any Significant Subsidiary shall for any reason cease to be in full force and effect or be declared null and void or any responsible officer of any Guarantor that is a Significant Subsidiary, as the case may be, denies that it has any further liability under its Guarantee or gives notice to such effect, other than by reason of the termination of this Indenture or the release of any such Guarantee in accordance with this Indenture.

          (b) In the event of any Event of Default specified in clause (4) of Section 6.01(a) hereof, such Event of Default and all consequences thereof (excluding any resulting payment default, other than as a result of acceleration of the Notes) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders, if within 20 days after such Event of Default arose:

     (1) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged; or

     (2) Holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default; or

     (3) the default that is the basis for such Event of Default has been cured.

Section 6.02. Acceleration.

          If any Event of Default (other than an Event of Default specified in clause (6) or (7) of Section 6.01(a) hereof) occurs and is continuing under this Indenture, the Trustee or the Holders of at least 30% in principal amount of the then total outstanding Notes may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately. Upon the effectiveness of such declaration, such principal and interest shall be due and payable immediately. The Trustee shall have no obligation to accelerate the Notes if and so long as a committee of its Responsible Officers in good faith determines acceleration is not in the best interest of the Holders of the Notes.

          Notwithstanding the foregoing, in the case of an Event of Default arising under clause (6) or (7) of Section 6.01(a) hereof, all outstanding Notes shall be due and payable immediately without further action or notice.

          The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may on behalf of all of the Holders rescind an acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all

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existing Events of Default (except nonpayment of principal, interest, Additional Interest, if any, or premium that has become due solely because of the acceleration) have been cured or waived.

Section 6.03. Other Remedies.

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

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

Section 6.04. Waiver of Past Defaults.

          Holders of not less than a majority in aggregate principal amount of the then outstanding Notes by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default and its consequences hereunder, except a continuing Default in the payment of the principal of, premium, if any, Additional Interest, if any, or interest on, any Note held by a non-consenting Holder (including in connection with an Asset Sale Offer or a Change of Control Offer); provided, subject to Section 6.02 hereof, that the Holders of a majority in aggregate principal amount of the then outstanding Notes may rescind an acceleration and its consequences, including any related payment default that resulted from such acceleration. Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon.

Section 6.05. Control by Majority.

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

Section 6.06. Limitation on Suits.

          Subject to Section 6.07 hereof, no Holder of a Note may pursue any remedy with respect to this Indenture or the Notes unless:

     (1) such Holder has previously given the Trustee notice that an Event of Default is continuing;

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     (2) Holders of at least 30% in principal amount of the total outstanding Notes have requested the Trustee to pursue the remedy;

     (3) Holders of the Notes have offered the Trustee reasonable security or indemnity against any loss, liability or expense;

     (4) the Trustee has not complied with such request within 60 days after the receipt thereof and the offer of security or indemnity; and

     (5) Holders of a majority in principal amount of the total outstanding Notes have not given the Trustee a direction inconsistent with such request within such 60-day period.

          A Holder of a Note may not use this Indenture to prejudice the rights of another Holder of a Note or to obtain a preference or priority over another Holder of a Note.

Section 6.07. Rights of Holders of Notes to Receive Payment.

          Notwithstanding any other provision of this Indenture, the right of any Holder of a Note to receive payment of principal, premium, if any, and Additional Interest, if any, and interest on the Note, on or after the respective due dates expressed in the Note (including in connection with an Asset Sale Offer or a Change of Control Offer), or to bring suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder.

Section 6.08. Collection Suit by Trustee.

          If an Event of Default specified in Section 6.01(a)(1) or (2) hereof occurs and is continuing, the Trustee is authorized to recover judgment in its own name and as trustee of an express trust against the Issuers for the whole amount of principal of, premium, if any, and Additional Interest, if any, and interest remaining unpaid on the Notes and interest on overdue principal and, to the extent lawful, interest and such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel.

Section 6.09. Restoration of Rights and Remedies.

          If the Trustee or any Holder has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder, then and in every such case, subject to any determination in such proceedings, the Issuers, the Trustee and the Holders shall be restored severally and respectively to their former positions hereunder and thereafter all rights and remedies of the Trustee and the Holders shall continue as though no such proceeding has been instituted.

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Section 6.10. Rights and Remedies Cumulative.

          Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes in Section 2.07 hereof, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.

Section 6.11. Delay or Omission Not Waiver.

          No delay or omission of the Trustee or of any Holder of any Note to exercise any right or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by this Article or by law to the Trustee or to the Holders may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the Holders, as the case may be.

Section 6.12. Trustee May File Proofs of Claim.

          The Trustee is authorized to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and the Holders of the Notes allowed in any judicial proceedings relative to the Issuers (or any other obligor upon the Notes including the Guarantors), its creditors or its property and shall be entitled and empowered to participate as a member in any official committee of creditors appointed in such matter and to collect, receive and distribute any money or other property payable or deliverable on any such claims and any custodian in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee, and in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07 hereof. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07 hereof out of the estate in any such proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Holders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.

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Section 6.13. Priorities.

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

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

     (ii) to Holders of Notes for amounts due and unpaid on the Notes for principal, premium, if any, and Additional Interest, if any, and interest, ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for principal, premium, if any, and Additional Interest, if any, and interest, respectively; and

     (iii) to the Issuers or to such party as a court of competent jurisdiction shall direct including a Guarantor, if applicable.

          The Trustee may fix a record date and payment date for any payment to Holders of Notes pursuant to this Section 6.13.

Section 6.14. Undertaking for Costs.

          In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as a Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. This Section 6.14 does not apply to a suit by the Trustee, a suit by a Holder of a Note pursuant to Section 6.07 hereof, or a suit by Holders of more than 10% in principal amount of the then outstanding Notes.

ARTICLE 7

TRUSTEE

Section 7.01. Duties of Trustee.

          (a) If an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in its exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs.

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

     (i) the duties of the Trustee shall be determined solely by the express provisions of this Indenture and the Trustee need perform only those duties that

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are specifically set forth in this Indenture and no others, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and

     (ii) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. However, in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture.

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

     (i) this paragraph does not limit the effect of paragraph (b) of this Section 7.01;

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

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

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

          (e) The Trustee shall be under no obligation to exercise any of its rights or powers under this Indenture at the request or direction of any of the Holders of the Notes unless the Holders have offered to the Trustee reasonable indemnity or security against any loss, liability or expense.

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

Section 7.02. Rights of Trustee.

          (a) The Trustee may conclusively rely upon any document believed by it to be genuine and to have been signed or presented by the proper Person. The Trustee need not investigate any fact or matter stated in the document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to

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examine the books, records and premises of the Issuers, personally or by agent or attorney at the sole cost of the Issuers and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation.

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

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

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

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

          (f) None of the provisions of this Indenture shall require the Trustee to expend or risk its own funds or otherwise to incur any liability, financial or otherwise, in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers if it shall have reasonable grounds for believing that repayment of such funds or indemnity satisfactory to it against such risk or liability is not assured to it.

          (g) The Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a Default is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Notes and this Indenture

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

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

          (j) In the event the Issuers are required to pay Additional Interest, the Issuers will provide written notice to the Trustee of the Issuers’ obligation to pay Additional Interest no

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later than 15 days prior to the next Interest Payment Date, which notice shall set forth the amount of the Additional Interest to be paid by the Issuers. The Trustee shall not at any time be under any duty or responsibility to any Holders to determine whether the Additional Interest is payable and the amount thereof.

Section 7.03. Individual Rights of Trustee.

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

Section 7.04. Trustee’s Disclaimer.

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

Section 7.05. Notice of Defaults.

          If a Default occurs and is continuing and if it is known to the Trustee, the Trustee shall mail to Holders of Notes a notice of the Default within 90 days after it occurs. Except in the case of a Default relating to the payment of principal, premium, if any, or interest on any Note, the Trustee may withhold from the Holders notice of any continuing Default if and so long as a committee of its Responsible Officers in good faith determines that withholding the notice is in the interests of the Holders of the Notes. The Trustee shall not be deemed to know of any Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is such a Default is received by the Trustee at the Corporate Trust Office of the Trustee.

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

          Within 60 days after each May 15, beginning with the May 15 following the Issue Date, and for so long as Notes remain outstanding, the Trustee shall mail to the Holders of the Notes a brief report dated as of such reporting date that complies with Trust Indenture Act Section 313(a) (but if no event described in Trust Indenture Act Section 313(a) has occurred within the twelve months preceding the reporting date, no report need be transmitted). The Trustee also shall comply with Trust Indenture Act Section 313(b)(2). The Trustee shall also transmit by mail all reports as required by Trust Indenture Act Section 313(c).

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          A copy of each report at the time of its mailing to the Holders of Notes shall be mailed to the Issuers and filed with the SEC and each stock exchange on which the Notes are listed in accordance with Trust Indenture Act Section 313(d). The Issuers shall promptly notify the Trustee when the Notes are listed on any stock exchange.

Section 7.07. Compensation and Indemnity.

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

          The Issuers and the Guarantors, jointly and severally, shall indemnify the Trustee for, and hold the Trustee harmless against, any and all loss, damage, claims, liability or expense (including attorneys’ fees) incurred by it in connection with the acceptance or administration of this trust and the performance of its duties hereunder (including the costs and expenses of enforcing this Indenture against the Issuers or any of the Guarantors (including this Section 7.07) or defending itself against any claim whether asserted by any Holder, the Issuers or any Guarantor, or liability in connection with the acceptance, exercise or performance of any of its powers or duties hereunder). The Trustee shall notify the Issuers promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Issuers shall not relieve the Issuers of their obligations hereunder. The Issuers shall defend the claim and the Trustee may have separate counsel and the Issuers shall pay the fees and expenses of such counsel. The Issuers need not reimburse any expense or indemnify against any loss, liability or expense incurred by the Trustee through the Trustee’s own willful misconduct, negligence or bad faith.

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

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

          When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(a)(6) or (7) hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

          The Trustee shall comply with the provisions of Trust Indenture Act Section 313(b)(2) to the extent applicable.

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Section 7.08. Replacement of Trustee.

          A resignation or removal of the Trustee and appointment of a successor Trustee shall become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section 7.08. The Trustee may resign in writing at any time and be discharged from the trust hereby created by so notifying the Issuers. The Holders of a majority in principal amount of the then outstanding Notes may remove the Trustee by so notifying the Trustee and the Issuers in writing. The Issuers may remove the Trustee if:

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

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

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

          (d) the Trustee becomes incapable of acting.

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

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

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

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

          Notwithstanding replacement of the Trustee pursuant to this Section 7.08, the Issuers’ obligations under Section 7.07 hereof shall continue for the benefit of the retiring Trustee.

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Section 7.09. Successor Trustee by Merger, etc.

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

Section 7.10. Eligibility; Disqualification.

          There shall at all times be a Trustee hereunder that is a corporation organized and doing business under the laws of the United States of America or of any state thereof that is authorized under such laws to exercise corporate trustee power, that is subject to supervision or examination by federal or state authorities and that has a combined capital and surplus of at least $50,000,000 as set forth in its most recent published annual report of condition.

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

Section 7.11. Preferential Collection of Claims Against Issuers.

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

ARTICLE 8

LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.01. Option to Effect Legal Defeasance or Covenant Defeasance.

          The Issuers may, at their option and at any time, elect to have either Section 8.02 or 8.03 hereof applied to all outstanding Notes upon compliance with the conditions set forth below in this Article 8.

Section 8.02. Legal Defeasance and Discharge.

          Upon the Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuers and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from their obligations with respect to all outstanding Notes and Guarantees on the date the conditions set forth below are satisfied (“Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuers shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in (a) and (b) below, and to have satisfied all its other obligations under such Notes and this Indenture including that of the Guarantors (and the Trustee, on demand of and at the expense of the Issuers,

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shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder:

          (a) the rights of Holders of Notes to receive payments in respect of the principal of, premium, if any, and interest on the Notes when such payments are due solely out of the trust created pursuant to this Indenture referred to in Section 8.04 hereof;

          (b) the Issuers’ obligations with respect to Notes concerning issuing temporary Notes, registration of such Notes, mutilated, destroyed, lost or stolen Notes and the maintenance of an office or agency for payment and money for security payments held in trust;

          (c) the rights, powers, trusts, duties and immunities of the Trustee, and the Issuers’ obligations in connection therewith; and

          (d) this Section 8.02.

          Subject to compliance with this Article 8, the Issuers may exercise their option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof.

Section 8.03. Covenant Defeasance.

          Upon the Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuers and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from their obligations under the covenants contained in Sections 4.03, 4.04, 4.05, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14 and 4.15 hereof and clauses (4) and (5) of Section 5.01(a), Sections 5.01(c) and 5.01(d) hereof with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 hereof are satisfied (“Covenant Defeasance”), and the Notes shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes, the Issuers may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes shall be unaffected thereby. In addition, upon the Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereof, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Sections 6.01(3), 6.01(4), 6.01(5), 6.01(6) (solely with respect to Restricted Subsidiaries that are Significant Subsidiaries), 6.01(7) (solely with respect to Restricted Subsidiaries that are Significant Subsidiaries) and 6.01(8) hereof shall not constitute Events of Default.

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Section 8.04. Conditions to Legal or Covenant Defeasance.

          The following shall be the conditions to the application of either Section 8.02 or 8.03 hereof to the outstanding Notes:

          In order to exercise either Legal Defeasance or Covenant Defeasance with respect to the Notes:

     (1) the Issuers must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of the Notes, cash in U.S. dollars, Government Securities, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, premium, if any, and interest due on the Notes at Stated Maturity date or on the Redemption Date, as the case may be, of such principal, premium, if any, or interest on such Notes and the Issuers must specify whether such Notes are being defeased to maturity or to a particular Redemption Date;

     (2) in the case of Legal Defeasance, the Company shall have delivered to the Trustee:

     (x) an Opinion of Counsel reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions,

     (a) the Company has received from, or there has been published by, the United States Internal Revenue Service a ruling, or

     (b) since the issuance of the Notes, there has been a change in the applicable U.S. federal income tax law;

in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, subject to customary assumptions and exclusions, the Holders of the Notes will not recognize income, gain or loss for U.S. federal income tax purposes, as applicable, as a result of such Legal Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; and

     (y) an opinion of Singapore counsel and of any other jurisdiction in which the Issuers are organized, resident or engaged in business for tax purposes that,

     (a) Holders of the outstanding Notes who are not resident or engaged in business in that jurisdiction will not become subject to tax in the jurisdiction as a result of such Legal Defeasance and will be subject for purposes of the tax laws of that jurisdiction to income tax on the same amounts, in the same manner and at the same times as would have been the case if Legal Defeasance had not occurred; and

     (b) payments from the defeasance trust will be free or exempt from any and all withholding and other taxes of whatever nature of such jurisdiction or any

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political subdivision or taxing authority thereof or therein, except in the same manner and at the same times as would have been the case if Legal Defeasance had not occurred;

     (3) in the case of Covenant Defeasance, the Company shall have delivered to the Trustee:

     (x) an Opinion of Counsel reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, the Holders of the Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to such tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; and

     (y) an opinion of Singapore counsel and of any other jurisdiction in which the Issuers are organized, resident or engaged in business for tax purposes that:

     (a) Holders of the outstanding Notes who are not resident or engaged in business in that jurisdiction will not become subject to tax in the jurisdiction as a result of such Covenant Defeasance and will be subject for purposes of the tax laws of that jurisdiction to income tax on the same amounts, in the same manner and at the same times as would have been the case if Covenant Defeasance had not occurred; and

     (b) payments from the defeasance trust will be free or exempt from any and all withholding and other taxes of whatever nature of such jurisdiction or any political subdivision or taxing authority thereof or therein, except in the same manner and at the same times as would have been the case if Covenant Defeasance had not occurred;

     (4) no Default (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Indebtedness, including the Subordinated Notes, and in each case the granting of Liens in connection therewith) shall have occurred and be continuing on the date of such deposit;

     (5) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under the Senior Credit Facilities, the Subordinated Notes or the indenture pursuant to which the Subordinated Notes were issued or any other material agreement or instrument (other than this Indenture), to which any Issuer or Guarantor is a party or by which any Issuer or any Guarantor is bound (other than that resulting from any borrowing of funds to be applied to make the deposit required to effect such Legal Defeasance or Covenant Defeasance and any similar and simultaneous deposit relating to other Indebtedness, including the Subordinated Notes, and the granting of Liens in connection therewith);

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     (6) the Company shall have delivered to the Trustee an Officer’s Certificate stating that the deposit was not made by the Issuers with the intent of defeating, hindering, delaying or defrauding any creditors of any Issuer or any Guarantor or others; and

     (7) the Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions and exclusions) each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance, as the case may be, have been complied with.

Section 8.05. Deposited Money and Government Securities to Be Held in Trust; Other Miscellaneous Provisions.

          Subject to Section 8.06 hereof, all money and Government Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 8.05, the “Trustee”) pursuant to Section 8.04 hereof in respect of the outstanding Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuers or a Guarantor acting as Paying Agent) as the Trustee may determine, to the Holders of such Notes of all sums due and to become due thereon in respect of principal, premium and Additional Interest, if any, and interest, but such money need not be segregated from other funds except to the extent required by law.

          The Issuers shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or Government Securities deposited pursuant to Section 8.04 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes.

          Anything in this Article 8 to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuers from time to time upon the request of the Issuers any money or Government Securities held by it as provided in Section 8.04 hereof which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee (which may be the opinion delivered under Section 8.04(a) hereof), are in excess of the amount thereof that would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.

Section 8.06. Repayment to Issuers.

          Any money deposited with the Trustee or any Paying Agent, or then held by the Issuers, in trust for the payment of the principal of, premium and Additional Interest, if any, or interest on any Note and remaining unclaimed for two years after such principal, and premium and Additional Interest, if any, or interest has become due and payable shall be paid to the Issuers on its request or (if then held by the Issuers) shall be discharged from such trust; and the Holder of such Note shall thereafter look only to the Issuers for payment thereof, and all liability

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of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Issuers as trustee thereof, shall thereupon cease.

Section 8.07. Reinstatement.

          If the Trustee or Paying Agent is unable to apply any U.S. dollars or Government Securities in accordance with Section 8.02 or 8.03 hereof, as the case may be, by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the Issuers’ obligations under this Indenture and the Notes shall be revived and reinstated as though no deposit had occurred pursuant to Section 8.02 or 8.03 hereof until such time as the Trustee or Paying Agent is permitted to apply all such money in accordance with Section 8.02 or 8.03 hereof, as the case may be; provided that, if the Issuers make any payment of principal of, premium and Additional Interest, if any, or interest on any Note following the reinstatement of its obligations, the Issuers shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money held by the Trustee or Paying Agent.

ARTICLE 9

AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01. Without Consent of Holders of Notes.

          Notwithstanding Section 9.02 hereof, the Issuers, any Guarantor (with respect to a Guarantee or this Indenture) and the Trustee may amend or supplement this Indenture and any Guarantee or Notes without the consent of any Holder:

     (1) to cure any ambiguity, omission, mistake, defect or inconsistency;

     (2) to provide for uncertificated Notes of such series in addition to or in place of certificated Notes;

     (3) to comply with Section 5.01 hereof;

     (4) to provide the assumption of the Issuers’ or any Guarantor’s obligations to the Holders;

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

     (6) to add covenants for the benefit of the Holders or to surrender any right or power conferred upon any Issuer or Guarantor;

     (7) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act;

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     (8) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee thereunder pursuant to the requirements thereof;

     (9) to provide for the issuance of exchange notes or private exchange notes, which are identical to exchange notes except that they are not freely transferable;

     (10) to add a Guarantor under this Indenture;

     (11) to conform the text of this Indenture, the Guarantees or the Notes to any provision of the “Description of Senior Notes” section of the Offering Memorandum to the extent that such provision in such “Description of Senior Notes” section was intended to be a verbatim recitation of a provision of this Indenture, Guarantee or Notes;

     (12) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, without limitation to facilitate the issuance and administration of the Notes; provided, however, that (i) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer Notes; or

     (13) to make any other modifications to the Notes or this Indenture of a formal, minor or technical nature or necessary to correct a manifest error or upon Opinion of Counsel to comply with mandatory provisions of the law of the Republic of Singapore or other foreign law requirement, so long as such modification does not adversely affect the rights of any Holder of the Notes in any material respect.

          Upon the request of the Issuers accompanied by resolutions of their boards of directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents set forth in Section 7.02 hereof, the Trustee shall join with the Issuers and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, no Opinion of Counsel shall be required in connection with the addition of a Guarantor under this Indenture upon execution and delivery by such Guarantor and the Trustee of a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto, and delivery of an Officer’s Certificate.

Section 9.02. With Consent of Holders of Notes.

          Except as provided below in this Section 9.02, the Issuers and the Trustee may amend or supplement this Indenture, the Notes and the Guarantees with the consent of the Holders of at least a majority in principal amount of the Notes (including Additional Notes, if any) then outstanding voting as a single class (including, without limitation, consents obtained in

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connection with a tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium and Additional Interest, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Guarantees or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including Additional Notes, if any) voting as a single class (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes). Section 2.08 hereof and Section 2.09 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02.

          Upon the request of the Issuers accompanied by a resolution of their board of directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents set forth in Section 7.02 hereof, the Trustee shall join with the Issuers in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental indenture.

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

          After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuers shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuers to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver.

          Without the consent of each affected Holder of Notes, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

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

     (2) reduce the principal of or change the fixed final maturity of any such Note or alter or waive the provisions with respect to the redemption of such Notes (other than provisions relating to Section 3.10, Section 4.10 and Section 4.14 hereof to the extent that any such amendment or waiver does not have the effect of reducing the principal of or changing the fixed final maturity of any such Note or altering or waiving the provisions with respect to the redemption of such Notes);

     (3) reduce the rate of or change the time for payment of interest on any Note;

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     (4) waive a Default in the payment of principal of or premium, if any, or interest on the Notes, except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in this Indenture or any Guarantee which cannot be amended or modified without the consent of all Holders;

     (5) make any Note payable in money other than that stated therein;

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

     (7) make any change in these amendment and waiver provisions;

     (8) impair the right of any Holder to receive payment of principal of, or interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes;

     (9) make any change to or modify the ranking of the Notes that would adversely affect the Holders,

     (10) except as expressly permitted by this Indenture, modify the Guarantees of any Significant Subsidiary in any manner adverse to the Holders of the Notes; or

     (11) amend or modify the provisions set forth in Section 4.17 hereof.

Section 9.03. Compliance with Trust Indenture Act.

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

Section 9.04. Revocation and Effect of Consents.

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

          The Issuers may, but shall not be obligated to, fix a record date for the purpose of determining the Holders entitled to consent to any amendment, supplement, or waiver. If a record date is fixed, then, notwithstanding the preceding paragraph, those Persons who were

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Holders at such record date (or their duly designated proxies), and only such Persons, shall be entitled to consent to such amendment, supplement, or waiver or to revoke any consent previously given, whether or not such Persons continue to be Holders after such record date. No such consent shall be valid or effective for more than 120 days after such record date unless the consent of the requisite number of Holders has been obtained.

Section 9.05. Notation on or Exchange of Notes.

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

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

Section 9.06. Trustee to Sign Amendments, etc.

          The Trustee shall sign any amendment, supplement or waiver authorized pursuant to this Article 9 if the amendment or supplement does not adversely affect the rights, duties, liabilities or immunities of the Trustee. The Issuers may not sign an amendment, supplement or waiver until the board of directors approves it. In executing any amendment, supplement or waiver, the Trustee shall be entitled to receive and (subject to Section 7.01 hereof) shall be fully protected in relying upon, in addition to the documents required by Section 12.04 hereof, an Officer’s Certificate and an Opinion of Counsel stating that the execution of such amended or supplemental indenture is authorized or permitted by this Indenture and that such amendment, supplement or waiver is the legal, valid and binding obligation of the Issuers and any Guarantors party thereto, enforceable against them in accordance with its terms, subject to customary exceptions, and complies with the provisions hereof (including Section 9.03). Notwithstanding the foregoing, no Opinion of Counsel will be required for the Trustee to execute any amendment or supplement adding a new Guarantor under this Indenture.

Section 9.07. Payment for Consent.

          Neither the Issuers nor any Affiliate of the Issuers shall, directly or indirectly, pay or cause to be paid any consideration, whether by way of interest, fee or otherwise, to any Holder for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of this Indenture or the Notes unless such consideration is offered to all Holders and is paid to all Holders that so consent, waive or agree to amend in the time frame set forth in solicitation documents relating to such consent, waiver or agreement.

ARTICLE 10

GUARANTEES

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Section 10.01. Guarantee.

          Subject to this Article 10, from and after the consummation of the Transactions, each of the Guarantors hereby, jointly and severally, unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Issuers hereunder or thereunder, that: (a) the principal of, interest, premium and Additional Interest, if any, on the Notes shall be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Issuers to the Holders or the Trustee hereunder or thereunder shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection.

          The Guarantors hereby agree (to the extent legally possible under such Guarantor’s jurisdiction of organization) that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuers, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuers, any right to require a proceeding first against the Issuers, protest, notice and all demands whatsoever and covenants that this Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes and this Indenture.

          Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or any Holder in enforcing any rights under this Section 10.01.

          If any Holder or the Trustee is required by any court or otherwise to return to the Issuers, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuers or the Guarantors, any amount paid either to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect.

          Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the

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purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6 hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Guarantees.

          Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuers for liquidation, reorganization, should the Issuers become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuers’ assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes or Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned.

          In case any provision of any Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

          The Guarantee issued by any Guarantor shall be a general unsecured senior obligation of such Guarantor and shall be pari passu in right of payment with all existing and future Senior Indebtedness of such Guarantor, if any.

          Each payment to be made by a Guarantor in respect of its Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Section 10.02. Limitation on Guarantor Liability.

          (a) Each Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree that the obligations of each Guarantor shall be limited to the maximum amount as will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under this Article 10, result in the obligations of such Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law. Each

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Guarantor that makes a payment under its Guarantee shall be entitled upon payment in full of all guaranteed obligations under this Indenture to a contribution from each other Guarantor in an amount equal to such other Guarantor’s pro rata portion of such payment based on the respective net assets of all the Guarantors at the time of such payment determined in accordance with GAAP.

          (b) Except as otherwise provided for in subsections (d), (e), (f) and (h) below, the Holders agree not to enforce this Guarantee or any obligation of Avago Technologies GmbH under any document entered into in relation hereto (for the purposes of this Section 10.02, collectively, the “Claims”) against Avago Technologies GmbH if and to the extent that such enforcement would otherwise result in the net assets of Avago Technologies GmbH (Eigenkapital within the meaning of Section 266 paragraph 3 A of the German Commercial Code (Handelsgesetzbuch)) falling below the amount of its stated share capital (Stammkapital) or increase any existing capital impairment (Begründung oder Vertiefung einer Unterbilanz) in the meaning of Sections 30 and 31 of the German Act on Limited Liability Companies (GmbHG). In calculation of the net assets and the stated share capital any Indebtedness and other contractual liabilities incurred by Avago Technologies GmbH in violation of the provisions hereunder or any increases of the stated share capital of Avago Technologies GmbH in violation of the provisions hereunder shall be disregarded. Any recourse claim of Avago Technologies GmbH against its affiliated companies shall not be regarded as an asset in determining the net assets of Avago Technologies GmbH, if and to the extent that Avago Technologies GmbH provides evidence, to the reasonable satisfaction of the Trustee, that such recourse claim is of no value (nicht werthaltig).

          (c) If and to the extent legally permissible and commercially justifiable in respect of the business of Avago Technologies GmbH, Avago Technologies GmbH shall, following the receipt of an Enforcement Notice (as defined below), if and to the extent:

          (i) it does not have sufficient assets to allow an enforcement of any collateral in accordance with Section 10.02(b); and

          (ii) the Holders would (but for this paragraph) be entitled to enforce the Claims granted hereunder,

realize any and all of its assets that are shown in the balance sheet with a book value (Buchwert) that is substantially lower than the market value of such assets, and which are not essentially necessary for the business of Avago Technologies GmbH (betriebsnotwendig).

          (d) The limitations set out in Section 10.02(a) shall only apply if and to the extent that Avago Technologies GmbH evidences by providing the Trustee:

          (i) within ten (10) Business Days following a notice by the Trustee to the Company of its intention to enforce the Claims (for purposes of this Section 10.02, the “Enforcement Notice”), with a written confirmation by the managing director(s) on behalf of Avago Technologies GmbH specifying if and to what extent Claims granted hereunder cannot be enforced as it would cause the net assets of Avago Technologies

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GmbH to fall below the amount of its stated share capital (supported by evidence further specified in the last clause of this paragraph (d)) (for purposes of this Section 10.02, the “Management Determination”) and the Trustee has not contested this Management Determination and argued that no or a lesser amount would be necessary to maintain the stated share capital of Avago Technologies GmbH; or

          (ii) within thirty (30) Business Days after the date on which the Trustee contested the Management Determination, with a written confirmation (Bescheinigung aufgrund prüferischer Durchsicht) by the statutory auditor of Avago Technologies GmbH (Abschlussprüfer) (for purposes of this Section 10.04, the “Auditor’s Determination”) with respect to the financial statements provided to the Trustee pursuant to the next paragraph.

          The Management Determination shall be supported by (i) a list of Indebtedness drawn by or passed on to, Avago Technologies GmbH pursuant to Section 10.04(h) below, and (ii) evidence reasonably satisfactory to the Trustee showing the amount of the net assets and the stated share capital of Avago Technologies GmbH.

          (e) If the Trustee disagrees with the Auditor’s Determination, the Holders shall be entitled to enforce the Claims up to the amount which is undisputed between itself and Avago Technologies GmbH in accordance with the provisions of Section 10.02(b) above. In relation to the amount which is disputed, the Holders shall be entitled to further pursue their Claims (if any) and Avago Technologies GmbH shall be entitled to defend itself in court and to prove that this amount is necessary for maintaining its stated share capital (calculated as of the date that the Enforcement Notice was given). If, after it has been provided with an Auditor’s Determination that prevented it from the enforcement of the security interest, the Trustee ascertains in good faith that the financial condition of Avago Technologies GmbH has substantially improved (in particular if Avago Technologies GmbH has taken any action in accordance with Section 10.02(c) above), the Administrative Agent may, at Avago Technologies GmbH’s cost and expense, arrange for the preparation of an updated balance sheet of Avago Technologies GmbH by the auditors having prepared the Auditor’s Determination in order for such auditors to determine whether (and if so, to what extent) an enforcement would not lead to the net assets of Avago Technologies GmbH falling below the amount of its stated share capital.

          (f) If any enforcement action was taken without limitation because the Management Determination and/or the Auditor’s Determination, as the case may be, was not delivered within the relevant time frame, the Holders shall repay to Avago Technologies GmbH any amount which is necessary to maintain its stated share capital, calculated as of the date that the Enforcement Notice was given.

          (g) In addition, the Claims shall not be enforced if and to the extent that such enforcement would lead to a breach of the prohibition of insolvency causing intervention (Verbot des existenzvernichtenden Eingriffs) by depriving Avago Technologies GmbH of the liquidity necessary to fulfill its financial liabilities to its creditors.

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          (h) Notwithstanding paragraphs (b) through (g) above, the Administrative Agent shall be entitled to enforce the Claims without any limitation if and to the extent the Claims secure or correspond to proceeds or portions of proceeds from the sale of the Notes by any Issuer or any of its affiliates to the extent the funds will be borrowed by, passed on or otherwise made available to Avago Technologies GmbH, to the extent outstanding at the level of Avago Technologies GmbH and including interest and fees accrued thereon and unpaid by Avago Technologies GmbH as of the date that the Enforcement Notice was given.

          (i) To the extent that applicable requirements of law prohibit any Guarantor from providing any Guarantee or collateral security in respect of loans or other financial accommodations made to finance in whole or in part the acquisition of the capital stock, then the obligations of such Guarantor shall be deemed not to include that portion of the obligations of the Issuers that are applied for the purpose of acquiring the capital stock of such Guarantor.

          (j) Notwithstanding any other provision of this Article 10 or this Indenture, Avago Technologies Italy S.R.L. shall only be liable up to the amount of the lower of (i) 100.0% of the principal aggregate amount of the Notes allocated to Avago Technologies Italy S.R.L. by the Issuers, and (ii) the amount of the Notes allocated to Avago Technologies Italy S.R.L. at the time of the enforcement of the Guarantee.

          (k) Notwithstanding any other provision of this Article 10 or this Indenture, Avago Technologies U.K. Ltd. shall not have any obligation or liability under its Guarantee, which, if it were incurred or any part thereof were incurred, such Guarantee would constitute unlawful financial assistance for the purpose of Sections 151 and 152 of the U.K. Companies Act 1985 and such obligation or liability shall be specifically excluded.

          (l) In connection with the execution and delivery by Keneth Yeh-Kang Hao and/or Adam Herbert Clammer and/or Luis Octavio Núñez Orellana and/or Rafael Gómez Vicencio, on behalf of Avago Technologies México, S. de R.L. de C.V., of the Guarantee, this Indenture and any and all documents related hereto, all parties hereto hereby irrevocably waive any rights that they or any beneficiaries under this Indenture or any document related hereto, may now or in the future have against any of the above mentioned individuals as attorney-in-fact and representative of Avago Technologies México, S. de R.L. de C.V. under Article 7 of the Commercial Companies Act (Ley General de Sociedades Mercantiles) of Mexico.

          (m) Notwithstanding any other provision of this Article 10 or this Indenture, to the extent any Subsidiary of the Company executes and delivers a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto, providing for a Guarantee by such Subsidiary, the applicable limitations on the Guarantee pursuant to the local law of such Subsidiary shall be added to the supplemental indenture.

Section 10.03. Execution and Delivery.

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          To evidence its Guarantee set forth in Section 10.01 hereof, each Guarantor hereby agrees that this Indenture shall be executed on behalf of such Guarantor by its President, one of its Vice Presidents, one of its Assistant Vice Presidents or other authorized Officers, and with respect to any Guarantor organized under the laws of the Republic of Singapore, shall be executed under seal.

          Each Guarantor hereby agrees that its Guarantee set forth in Section 10.01 hereof shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Guarantee on the Notes.

          If an Officer whose signature is on this Indenture no longer holds that office at the time the Trustee authenticates the Note, the Guarantee shall be valid nevertheless.

          The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantee set forth in this Indenture on behalf of the Guarantors.

          If required by Section 4.15 hereof, the Issuers shall cause any newly created or acquired Restricted Subsidiary to comply with the provisions of Section 4.15 hereof and this Article 10, to the extent applicable.

Section 10.04. Subrogation.

          Each Guarantor shall be subrogated to all rights of Holders of Notes against the Issuers in respect of any amounts paid by any Guarantor pursuant to the provisions of Section 10.01 hereof; provided that, if an Event of Default has occurred and is continuing, no Guarantor shall be entitled to enforce or receive any payments arising out of, or based upon, such right of subrogation until all amounts then due and payable by the Issuers under this Indenture or the Notes shall have been paid in full.

Section 10.05. Benefits Acknowledged.

          Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the guarantee and waivers made by it pursuant to its Guarantee are knowingly made in contemplation of such benefits.

Section 10.06. Release of Guarantees.

          A Guarantee by a Guarantor shall be automatically and unconditionally released and discharged, and no further action by such Guarantor, the Issuers or the Trustee is required for the release of such Guarantor’s Guarantee, upon:

     (1) (A) any sale, exchange or transfer (by merger or otherwise) of the Capital Stock of such Guarantor (including any sale, exchange or transfer), after which the applicable Guarantor is no longer a Restricted Subsidiary or all or substantially all the assets of such Guarantor which sale, exchange or transfer is made in compliance with the applicable provisions of this Indenture;

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     (B) the release or discharge of the guarantee by such Guarantor of the Senior Credit Facilities or the guarantee which resulted in the creation of such Guarantee, except a discharge or release by or as a result of payment under such guarantee;

     (C) the proper designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary; or

     (D) the Issuers exercising its Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 hereof or the Issuers’ obligations under this Indenture being discharged in accordance with the terms of this Indenture; and

     (2) such Guarantor delivering to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this Indenture relating to such transaction have been complied with.

ARTICLE 11

SATISFACTION AND DISCHARGE

Section 11.01. Satisfaction and Discharge.

          This Indenture shall be discharged and shall cease to be of further effect as to all Notes, when either:

     (1) all Notes theretofore authenticated and delivered, except lost, stolen or destroyed Notes which have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust, have been delivered to the Trustee for cancellation; or

     (2) (A) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable by reason of the making of a notice of redemption or otherwise, shall become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by such Trustee in the name, and at the expense, of the Issuers and the Issuers or any Guarantor have irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders of the Notes, cash in U.S. dollars, Government Securities, or a combination thereof, in such amounts as will be sufficient without consideration of any reinvestment of interest to pay and discharge the entire indebtedness on the Notes not theretofore delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption;

     (B) no Default (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Indebtedness, including the Subordinated Notes) with respect to this Indenture or the Notes shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or

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constitute a default under, the Senior Credit Facilities, Subordinated Notes (or the indenture under which the Subordinated Notes are issued) or any other material agreement or instrument (other than this Indenture) to which any Issuer or any Guarantor is a party or by which any Issuer or any Guarantor is bound (other than that resulting from any borrowing of funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Indebtedness, including the Subordinated Notes, and the granting of Liens in connection therewith);

     (C) the Issuers have paid or caused to be paid all sums payable by it under this Indenture; and

     (D) the Issuers have delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at Stated Maturity or the Redemption Date, as the case may be.

          In addition, the Company must deliver an Officer’s Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied.

          Notwithstanding the satisfaction and discharge of this Indenture, if money shall have been deposited with the Trustee pursuant to subclause (A) of clause (2) of this Section 11.01, the provisions of Section 11.02 and Section 8.06 hereof shall survive.

Section 11.02. Application of Trust Money.

          Subject to the provisions of Section 8.06 hereof, all money deposited with the Trustee pursuant to Section 11.01 hereof shall be held in trust and applied by it, in accordance with the provisions of the Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal (and premium and Additional Interest, if any) and interest for whose payment such money has been deposited with the Trustee; but such money need not be segregated from other funds except to the extent required by law.

          If the Trustee or Paying Agent is unable to apply any money or Government Securities in accordance with Section 11.01 hereof by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Issuers’ and any Guarantor’s obligations under this Indenture and the Notes shall be revived and reinstated as though no deposit had occurred pursuant to Section 11.01 hereof; provided that if the Issuers have made any payment of principal of, premium and Additional Interest, if any, or interest on any Notes because of the reinstatement of its obligations, the Issuers shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money or Government Securities held by the Trustee or Paying Agent.

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ARTICLE 12

MISCELLANEOUS

Section 12.01. Trust Indenture Act Controls.

          If any provision of this Indenture limits, qualifies or conflicts with the duties imposed by Trust Indenture Act Section 318(c), the imposed duties shall control.

Section 12.02. Notices.

     Any notice or communication by the Issuers, any Guarantor or the Trustee to the others is duly given if in writing and delivered in person or mailed by first-class mail (registered or certified, return receipt requested), fax or overnight air courier guaranteeing next day delivery, to the others’ address:

If to the Issuers and/or any Guarantor:

c/o Avago Technologies Finance Pte. Ltd.
No. 1 Yishun Avenue
Singapore
Fax No.: +65-6215-8786
Attention: General Counsel

If to the Trustee:

The Bank of New York
101 Barclay Street, Floor 21W
New York, New York 10286
Fax No.: (212) 815-5802/3
Attention: Corporate Trust Administration

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

          All notices and communications (other than those sent to Holders) shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; five calendar days after being deposited in the mail, postage prepaid, if mailed by first-class mail; when receipt acknowledged, if faxed; and the next Business Day after timely delivery to the courier, if sent by overnight air courier guaranteeing next day delivery; provided that any notice or communication delivered to the Trustee shall be deemed effective only upon actual receipt thereof.

          Any notice or communication to a Holder shall be mailed by first-class mail, certified or registered, return receipt requested, or by overnight air courier guaranteeing next day delivery to its address shown on the register kept by the Registrar. Any notice or communication shall also be so mailed to any Person described in Trust Indenture Act Section

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313(c), to the extent required by the Trust Indenture Act. Failure to mail a notice or communication to a Holder or any defect in it shall not affect its sufficiency with respect to other Holders.

          If a notice or communication is mailed in the manner provided above within the time prescribed, it is duly given, whether or not the addressee receives it, except that any notice or communication to the Trustee shall be effective only upon actual receipt thereof.

          If the Issuers mail a notice or communication to Holders, they shall mail a copy to the Trustee and each Agent at the same time.

Section 12.03. Communication by Holders of Notes with Other Holders of Notes.

          Holders may communicate pursuant to Trust Indenture Act Section 312(b) with other Holders with respect to their rights under this Indenture or the Notes. The Issuers, the Trustee, the Registrar and anyone else shall have the protection of Trust Indenture Act Section 312(c).

Section 12.04. Certificate and Opinion as to Conditions Precedent.

          Upon any request or application by the Issuers or any of the Guarantors to the Trustee to take any action under this Indenture, the Issuers or such Guarantor, as the case may be, shall furnish to the Trustee:

          (a) An Officer’s Certificate in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 12.05 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfied; and

          (b) An Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 12.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied.

Section 12.05. Statements Required in Certificate or Opinion.

          Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than a certificate provided pursuant to Section 4.04 hereof or Trust Indenture Act Section 314(a)(4)) shall comply with the provisions of Trust Indenture Act Section 314(e) and shall include:

          (a) a statement that the Person making such certificate or opinion has read such covenant or condition;

          (b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

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          (c) a statement that, in the opinion of such Person, he or she has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with (and, in the case of an Opinion of Counsel, may be limited to reliance on an Officer’s Certificate as to matters of fact); and

          (d) a statement as to whether or not, in the opinion of such Person, such condition or covenant has been complied with.

Section 12.06. Rules by Trustee and Agents.

          The Trustee may make reasonable rules for action by or at a meeting of Holders. The Registrar, Paying Agent or Calculation Agent may make reasonable rules and set reasonable requirements for its functions.

Section 12.07. No Personal Liability of Directors, Officers, Employees and Stockholders.

          No director, officer, employee, incorporator or stockholder of the Issuers or any Guarantor or any of their parent companies shall have any liability for any obligations of the Issuers or the Guarantors under the Notes, the Guarantees or this Indenture or for any claim based on, in respect of, or by reason of such obligations or their creation. Each Holder by accepting Notes waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes.

Section 12.08. Governing Law.

          THIS INDENTURE, THE NOTES AND ANY GUARANTEE WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

Section 12.09. Consent to Jurisdiction, Service of Process and Immunity.

          The Issuers irrevocably submit to the jurisdiction of the courts of the State of New York and the courts of the United States of America located in the Borough of Manhattan, City and State of New York over any suit, action or proceeding with respect to this Indenture or the transactions contemplated hereby. The Issuers waive any objection that they may have to the venue of any suit, action or proceeding with respect to this Indenture or the transactions contemplated hereby in the courts of the State of New York or the courts of the United States of America, in each case, located in the Borough of Manhattan, City and State of New York, or that such suit, action or proceeding brought in the courts of the State of New York or the United States of America, in each case, located in the Borough of Manhattan, City and State of New York was brought in an inconvenient court and agrees not to plead or claim the same.

          The Issuers irrevocably appoint CT Corporation System as their authorized agent in the State of New York upon whom process may be served in any action arising out of or based on the Notes or this Indenture, which may be instituted in the United States District Court for the

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Southern District of New York or any state court in the City and County of New York. Such service may be made by delivering or mailing a copy of such process to the Issuers in care of CT Corporation System to accept such service on their behalf. Such appointment shall be irrevocable until all amounts in respect of the principal, premium, Additional Amounts, or Additional Interest, if any, due, or to become due on or in respect of the Notes issued hereunder have been paid in full accordance with the terms hereof or unless and until a successor shall have been appointed as the Issuers’ authorized agent for such service provided above.

          The Issuers hereby waive, to the fullest extent permitted by law, any immunity, including sovereign immunity, from jurisdiction to which they might otherwise be entitled in respect of any proceeding arising our of or relating to the Notes or this Indenture. Notwithstanding the foregoing, with respect to any such proceedings, neither the consent to jurisdiction nor the waiver agreed to in this Section 12.09 shall be interpreted to include any consent or waiver with respect to actions brought under the United States federal securities laws or any state securities laws. The foregoing waiver is intended to be irrevocable under the laws of the State of New York and the United States of America and, in particular, under the United States Foreign Sovereign Immunities Act of 1976, as amended, and the provisions in this Section 12.09 with regard to jurisdictional matters constitute, among other things, a special arrangement for services between the parties to this Indenture under such act.

Section 12.10. Waiver of Jury Trial.

          EACH OF THE ISSUERS, THE GUARANTORS AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 12.11. Force Majeure.

          In no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations under this Indenture arising out of or caused by, directly or indirectly, forces beyond its reasonable control, including without limitation strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software or hardware) services.

Section 12.12. No Adverse Interpretation of Other Agreements.

          This Indenture may not be used to interpret any other indenture, loan or debt agreement of the Issuers or its Restricted Subsidiaries or of any other Person. Any such indenture, loan or debt agreement may not be used to interpret this Indenture.

Section 12.13. Successors.

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          All agreements of the Issuers in this Indenture and the Notes shall bind their successors. All agreements of the Trustee in this Indenture shall bind its successors. All agreements of each Guarantor in this Indenture shall bind its successors, except as otherwise provided in Section 10.05 hereof.

Section 12.14. Severability.

          In case any provision in this Indenture or in the Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

Section 12.15. Counterpart Originals.

          The parties may sign any number of copies of this Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

Section 12.16. Table of Contents, Headings, etc.

          The Table of Contents, Cross-Reference Table and headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof.

Section 12.17. Qualification of Indenture.

          The Issuers and the Guarantors shall qualify this Indenture under the Trust Indenture Act in accordance with the terms and conditions of the Registration Rights Agreement and shall pay all reasonable costs and expenses (including attorneys’ fees and expenses for the Issuers, the Guarantors and the Trustee) incurred in connection therewith, including, but not limited to, costs and expenses of qualification of this Indenture and the Notes and printing this Indenture and the Notes. The Trustee shall be entitled to receive from the Issuers and the Guarantors any such Officer’s Certificates, Opinions of Counsel or other documentation as it may reasonably request in connection with any such qualification of this Indenture under the Trust Indenture Act.

[Signatures on following page]

134

AVAGO TECHNOLOGIES FINANCE PTE. LTD.
The Common Seal of AVAGO TECHNOLOGIES FINANCE PTE. LTD. was hereunto affixed	) ) )	[Seal]
/s/ Adam H. Clammer
Name: Adam H. Clammer
Title: Director
/s/ Kenneth Y. Hao
Name: Kenneth Y. Hao
Title: Director

[SIGNATURE PAGE TO SENIOR INDENTURE]

AVAGO TECHNOLOGIES U.S. INC.
By:	/s/ Kenneth Y. Hao
	Name: Kenneth Y. Hao
	Title: Vice President
AVAGO TECHNOLOGIES WIRELESS (U.S.A.)
MANUFACTURING INC.
By:	/s/ Kenneth Y. Hao
	Name: Kenneth Y. Hao
	Title: Vice President

[SIGNATURE PAGE TO SENIOR INDENTURE]

AVAGO TECHNOLOGIES GENERAL IP (SINGAPORE) PTE. LTD.
The Common Seal of AVAGO TECHNOLOGIES GENERAL IP (SIGNAPORE) PTE. LTD. was hereunto affixed	) ) )	[Seal]
/s/ Kenneth Y. Hao
Name: Kenneth Y. Hao
Title: Director
/s/ Adam H. Clammer
Name: Adam H. Clammer
Title: Director

[SIGNATURE PAGE TO SENIOR INDENTURE]

AVAGO TECHNOLOGIES ECBU IP (SINGAPORE) PTE. LTD.
The Common Seal of AVAGO TECHNOLOGIES ECBU IP (SINGAPORE) PTE. LTD. was hereunto affixed	) ) )	[Seal]
/s/ Kenneth Y. Hao
Name: Kenneth Y. Hao
Title: Director
/s/ Adam H. Clammer
Name: Adam H. Clammer
Title: Director

[SIGNATURE PAGE TO SENIOR INDENTURE]

AVAGO TECHNOLOGIES MANUFACTURING (SINGAPORE) PTE. LTD.
The Common Seal of AVAGO TECHNOLOGIES MANUFACTURING (SINGAPORE) PTE. LTD. was hereunto affixed	) ) )	[Seal]
/s/ Kenneth Y. Hao
Name: Kenneth Y. Hao
Title: Director
/s/ Adam H. Clammer
Name: Adam H. Clammer
Title: Director

[SIGNATURE PAGE TO SENIOR INDENTURE]

AVAGO TECHNOLOGIES INTERNATIONAL SALES PTE. LIMITED
The Common Seal of AVAGO TECHNOLOGIES INTERNATIONAL SALES PTE. LIMITED was hereunto affixed	) ) )	[Seal]
/s/ Kenneth Y. Hao
Name: Kenneth Y. Hao
Title: Director
/s/ Adam H. Clammer
Name: Adam H. Clammer
Title: Director

[SIGNATURE PAGE TO SENIOR INDENTURE]

AVAGO TECHNOLOGIES WIRELESS IP (SINGAPORE) PTE. LTD.
The Common Seal of AVAGO TECHNOLOGIES WIRELESS IP (SINGAPORE) PTE. LTD. was hereunto affixed	) ) )	[Seal]
/s/ Kenneth Y. Hao
Name: Kenneth Y. Hao
Title: Director
/s/ Adam H. Clammer
Name: Adam H. Clammer
Title: Director

[SIGNATURE PAGE TO SENIOR INDENTURE]

AVAGO TECHNOLOGIES IMAGING IP (SINGAPORE) PTE. LTD.
The Common Seal of AVAGO TECHNOLOGIES IMAGING IP (SINGAPORE) PTE. LTD. was hereunto affixed	) ) )	[Seal]
/s/ Kenneth Y. Hao
Name: Kenneth Y. Hao
Title: Director
/s/ Adam H. Clammer
Name: Adam H. Clammer
Title: Director

[SIGNATURE PAGE TO SENIOR INDENTURE]

AVAGO TECHNOLOGIES ENTERPRISE IP (SINGAPORE) PTE. LTD.
The Common Seal of AVAGO TECHNOLOGIES ENTERPRISE IP (SINGAPORE) PTE. LTD. was hereunto affixed	) ) )	[Seal]
/s/ Kenneth Y. Hao
Name: Kenneth Y. Hao
Title: Director
/s/ Adam H. Clammer
Name: Adam H. Clammer
Title: Director

[SIGNATURE PAGE TO SENIOR INDENTURE]

AVAGO TECHNOLOGIES STORAGE IP     (SINGAPORE) PTE. LTD.
The Common Seal of AVAGO TECHNOLOGIES STORAGE IP (SINGAPORE) PTE. LTD. was hereunto affixed	[Seal]
/s/ Kenneth Y. Hao
Name: Kenneth Y. Hao
Title: Director
/s/ Adam H. Clammer
Name: Adam H. Clammer
Title: Director

[SIGNATURE PAGE TO SENIOR INDENTURE]

AVAGO TECHNOLOGIES FIBER IP (SINGAPORE) PTE. LTD.
The Common Seal of AVAGO TECHNOLOGIES FIBER IP (SINGAPORE) PTE. LTD. was hereunto affixed	) ) )	[Seal]
/s/ Kenneth Y. Hao
Name: Kenneth Y. Hao
Title: Director
/s/ Adam H. Clammer
Name: Adam H. Clammer
Title: Director

[SIGNATURE PAGE TO SENIOR INDENTURE]

AVAGO TECHNOLOGIES IMAGING (U.S.A.) INC., as U.S. Guarantor
By:	/s/ Kenneth Y. Hao
	Name: Kenneth Y. Hao
	Title: Vice President
AVAGO TECHNOLOGIES STORAGE (U.S.A.) INC., as U.S. Guarantor
By:	/s/ Kenneth Y. Hao
	Name: Kenneth Y. Hao
	Title: Vice President
AVAGO TECHNOLOGIES WIRELESS (U.S.A.) INC., as U.S. Guarantor
By:	/s/ Kenneth Y. Hao
	Name: Kenneth Y. Hao
	Title: Vice President
AVAGO TECHNOLOGIES U.S. R&D INC., as U.S. Guarantor
By:	/s/ Kenneth Y. Hao
	Name: Kenneth Y. Hao
	Title: Vice President

[SIGNATURE PAGE TO SENIOR INDENTURE]

AVAGO TECHNOLOGIES (MALAYSIA) SDN BHD (Company No: 704181-P, as Malaysian Guarantor
By:	/s/ Kenneth Y. Hao
	Name: Kenneth Y. Hao
	Title: Director
AVAGO TECHNOLOGIES WIRELESS HOLDING (LABUAN) CORPORATION (Company No: LL05008), as Labuan Guarantor
By:	/s/ Kenneth Y. Hao
	Name: Kenneth Y. Hao
	Title: Director
AVAGO TECHNOLOGIES IMAGING HOLDING (LABUAN) CORPORATION (Company No: LL05006), as Labuan Guarantor
By:	/s/ Kenneth Y. Hao
	Name: Kenneth Y. Hao
	Title: Director

[SIGNATURE PAGE TO SENIOR INDENTURE]

AVAGO TECHNOLOGIES FIBER     HOLDING (LABUAN)     CORPORATION (Company No:     LL05009), as Labuan Guarantor
By:	/s/  Kenneth Y. Hao
	Name:	Kenneth Y. Hao
	Title:	Director

AVAGO TECHNOLOGIES STORAGE     HOLDING (LABUAN)     CORPORATION (Company No:     LL0507), as Labuan Guarantor
By:	/s/  Kenneth Y. Hao
	Name:	Kenneth Y. Hao
	Title:	Director

AVAGO TECHNOLOGIES ENTERPRISE     HOLDING (LABUAN)     CORPORATION (Company No:     LL05005), as Labuan Guarantor
By:	/s/  Kenneth Y. Hao
	Name:	Kenneth Y. Hao
	Title:	Director

[SIGNATURE PAGE TO SENIOR INDENTURE]

AVAGO TECHNOLOGIES HOLDINGS B.V., as Dutch Guarantor
By:	/s/ Kenneth Y. Hao
	Name: Kenneth Y. Hao
	Title: Managing Director
AVAGO TECHNOLOGIES WIRELESS HOLDINGS, B.V., as Dutch Guarantor
By:	/s/ Kenneth Y. Hao
	Name: Kenneth Y. Hao
	Title: Managing Director
AVAGO TECHNOLOGIES STORAGE HOLDINGS B.V., as Dutch Guarantor
By:	/s/ Kenneth Y. Hao
	Name: Kenneth Y. Hao
	Title: Managing Director
AVAGO TECHNOLOGIES IMAGING HOLDINGS B.V., as Dutch Guarantor
By:	/s/ Kenneth Y. Hao
	Name: Kenneth Y. Hao
	Title: Managing Director

[SIGNATURE PAGE TO SENIOR INDENTURE]

AVAGO TECHNOLOGIES JAPAN, LTD.,     as Japanese Guarantor
By:	/s/  Adam H. Clammer
	Name:	Adam H. Clammer
	Title:	Attorney-in-fact

AVAGO TECHNOLOGIES CANADA     CORPORATION, as Canadian     Guarantor
By:	/s/  Adam H. Clammer
	Name:	Adam H. Clammer
	Title:	Secretary

AVAGO TECHNOLOGIES MEXICO, S.     DE R.L. DE D.V., as Mexican     Guarantor
By:	/s/  Adam H. Clammer
	Name:	Adam H. Clammer
	Title:	Attorney-in-fact

AVAGO TECHNOLOGIES U.K., LTD., as     U.K. Guarantor
By:	/s/  Adam H. Clammer
	Name:	Adam H. Clammer
	Title:	Director

[SIGNATURE PAGE TO SENIOR INDENTURE]

AVAGO TECHNOLOGIES GMBH, as     German Guarantor
By:	/s/  Kenneth Y. Hao
	Name:	Kenneth Y. Hao
	Title:	Managing Director

[SIGNATURE PAGE TO SENIOR INDENTURE]

AVAGO TECHNOLOGIES ITALY S.R.L.,     as Italian Guarantor
By:	/s/  Kenneth Y. Hao
	Name:	Kenneth Y. Hao
	Title:	Director

[SIGNATURE PAGE TO SENIOR INDENTURE]

THE BANK OF NEW YORK, as Trustee
By:	/s/  Stanislav Pertsev
	Name:	Stanislav Pertsev
	Title:	Assistant Treasurer

[SIGNATURE PAGE TO SENIOR INDENTURE]

EX-4.2

Exhibit-4.2

EXECUTION VERSION

SUPPLEMENTAL INDENTURE NO. 1

          Supplemental Indenture (this “Supplemental Indenture”), dated as of April 11, 2006, among Avago Technologies Sensor IP Pte. Ltd., Avago Technologies Sensor (U.S.A.) Inc. (each, a “Guaranteeing Subsidiary”), each a subsidiary of Avago Technologies Finance Pte. Ltd., a private limited company organized under the laws of the Republic of Singapore, and The Bank of New York, as trustee (the “Trustee”).

W I T N E S S E T H

          WHEREAS, each of the Issuers and the Guarantors (as defined in the Indenture referred to below) has heretofore executed and delivered to the Trustee an indenture (the “Indenture”), dated as of December 1, 2005, providing for the issuance of an unlimited aggregate principal amount of 10 ¹/₈% Senior Notes due 2013 and Senior Floating Rate Notes due 2013 (together, the “Notes”);

          WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiaries shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiaries shall unconditionally guarantee all of the Issuers’ Obligations under the Notes and the Indenture on the terms and conditions set forth herein and under the Indenture (the “Guarantees”); and

          WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture.

          NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:

          (1) Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

          (2) Agreement to Guarantee. Each Guaranteeing Subsidiary hereby agrees as follows:

     (a) Along with all other Guarantors named in the Indenture, to jointly and severally unconditionally guarantee to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of the Indenture, the Notes or the obligations of the Issuers hereunder or thereunder, that:

     (i) the principal of and interest, premium and Additional Interest, if any, on the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Issuers

2

to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and

     (ii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors and the Guaranteeing Subsidiaries shall be jointly and severally obligated to pay the same immediately. This is a guarantee of payment and not a guarantee of collection.

     (b) The obligations hereunder shall be unconditional (to the extent legally permitted under such Guaranteeing Subsidiary’s jurisdiction of organization), irrespective of the validity, regularity or enforceability of the Notes or the Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuers, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor.

     (c) The following is hereby waived: diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuers, any right to require a proceeding first against the Issuers, protest, notice and all demands whatsoever.

     (d) The Guarantees shall not be discharged except by complete performance of the obligations contained in the Notes, the Indenture and this Supplemental Indenture, and each Guaranteeing Subsidiary accepts all obligations of a Guarantor under the Indenture.

     (e) If any Holder or the Trustee is required by any court or otherwise to return to the Issuers, the Guarantors (including the Guaranteeing Subsidiaries), or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuers or the Guarantors, any amount paid either to the Trustee or such Holder, the Guarantees, to the extent theretofore discharged, shall be reinstated in full force and effect.

     (f) No Guaranteeing Subsidiary shall be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby.

     (g) As between the Guaranteeing Subsidiaries, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 of the Indenture for the purposes of the Guarantees, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6 of the Indenture,

3

such obligations (whether or not due and payable) shall forthwith become due and payable by the Guaranteeing Subsidiaries for the purpose of the Guarantees.

     (h) Each Guaranteeing Subsidiary shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Guarantees.

     (i) Pursuant to Section 10.02 of the Indenture, after giving effect to all other contingent and fixed liabilities that are relevant under any applicable Bankruptcy Law or fraudulent conveyance laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under Article 10 of the Indenture, the new Guarantees shall be limited to the maximum amount permissible such that the obligations of each Guaranteeing Subsidiary under the Guarantees will not constitute a fraudulent transfer or conveyance or otherwise violate applicable law as set out in Article 10 of the Indenture.

     (j) The Guarantees shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuers for liquidation, reorganization, should the Issuers become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuers’ assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes and Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned.

     (k) In case any provision of the Guarantees shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

     (l) The Guarantees shall be general unsecured senior obligations of each Guaranteeing Subsidiary, ranking pari passu with any other future Senior Indebtedness of each Guaranteeing Subsidiary, if any.

     (m) Each payment to be made by each Guaranteeing Subsidiary in respect of the Guarantees shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

          (3) Execution and Delivery. Each Guaranteeing Subsidiary agrees that the Guarantee shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Guarantees on the Notes.

          (4) Merger, Consolidation or Sale of All or Substantially All Assets.

4

          (a) Except as otherwise provided in Section 5.01(c) of the Indenture, no Guaranteeing Subsidiary may consolidate or merge with or into or wind up into (whether or not the Issuers or a Guaranteeing Subsidiary is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets, in one or more related transactions, to any Person unless:

     (i) (A) the Guaranteeing Subsidiary is the surviving corporation or the Person formed by or surviving any such consolidation or merger (if other than the Guaranteeing Subsidiary) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation organized or existing under the laws of the jurisdiction of organization of the Guaranteeing Subsidiary, as the case may be, or the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (the Guaranteeing Subsidiary or such Person, as the case may be, being herein called the “Successor Person”);

     (B) the Successor Person, if other than the Guaranteeing Subsidiary, expressly assumes all the obligations of the Guaranteeing Subsidiary under the Indenture and the Guaranteeing Subsidiary’s related Guarantee pursuant to supplemental indentures or other documents or instruments in form reasonably satisfactory to the Trustee;

     (C) immediately after such transaction, no Default exists; and

     (D) the Issuers shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indentures, if any, comply with the Indenture; or

          (ii) the transaction is made in compliance with Section 4.10 of the Indenture.

          (b) Subject to certain limitations set forth in the Indenture, the Successor Person will succeed to, and be substituted for, the Guaranteeing Subsidiary under the Indenture and the Guaranteeing Subsidiary’s Guarantee. Notwithstanding the foregoing, each Guaranteeing Subsidiary may merge into or transfer all or part of its properties and assets to another Guarantor or the Issuers.

          (5) Releases.

          The Guarantee of each Guaranteeing Subsidiary shall be automatically and unconditionally released and discharged, and no further action by the applicable Guaranteeing Subsidiary, the Issuers or the Trustee is required for the release of such Guaranteeing Subsidiary’s Guarantee, upon:

     (a) (i) any sale, exchange or transfer (by merger or otherwise) of the Capital Stock of the Guaranteeing Subsidiary (including any sale, exchange or transfer), after which the Guaranteeing Subsidiary is no longer a Restricted Subsidiary or all or substantially all the assets of the Guaranteeing Subsidiary which sale, exchange or transfer is made in compliance with the applicable provisions of the Indenture;

5

     (ii) the release or discharge of the guarantee by the Guaranteeing Subsidiary of the Senior Credit Facilities or the guarantee which resulted in the creation of the Guarantee, except a discharge or release by or as a result of payment under such guarantee;

     (iii) the proper designation of the Guaranteeing Subsidiary as an Unrestricted Subsidiary; or

     (iv) the Issuers’ exercising their Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 of the Indenture or the Issuers’ obligations under the Indenture being discharged in accordance with the terms of the Indenture; and

     (b) the Guaranteeing Subsidiary delivering to the Trustee an Officer’s Certificate stating that all conditions precedent provided for in the Indenture relating to such transaction have been complied with.

          (6) No Recourse Against Others. No director, officer, employee, incorporator or stockholder of the Guaranteeing Subsidiaries shall have any liability for any obligations of the Issuers or the Guarantors (including the Guaranteeing Subsidiaries) under the Notes, any Guarantees, the Indenture or this Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder by accepting Notes waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes.

          (7) Governing Law. THIS SUPPLEMENTAL INDENTURE WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

          (8) Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

          (9) Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.

          (10) The Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiaries.

          (11) Subrogation. The Guaranteeing Subsidiaries shall be subrogated to all rights of Holders of Notes against the Issuers in respect of any amounts paid by the Guaranteeing Subsidiaries pursuant to the provisions of Section 2 hereof and Section 10.01 of the Indenture; provided that, if an Event of Default has occurred and is continuing, the Guaranteeing Subsidiaries shall not be entitled to enforce or receive any payments arising out of, or based upon, such right of subrogation until all amounts then due and payable by the Issuers under the Indenture or the Notes shall have been paid in full.

6

          (12) Benefits Acknowledged. The Guaranteeing Subsidiaries’ Guarantees are subject to the terms and conditions set forth in the Indenture. The Guaranteeing Subsidiaries acknowledge that they will receive direct and indirect benefits from the financing arrangements contemplated by the Indenture and this Supplemental Indenture and that the guarantee and waivers made by it pursuant to the Guarantees are knowingly made in contemplation of such benefits.

          (13) Successors. All agreements of the Guaranteeing Subsidiaries in this Supplemental Indenture shall bind their Successors, except as otherwise provided in Section 2(k) hereof or elsewhere in this Supplemental Indenture. All agreements of the Trustee in this Supplemental Indenture shall bind its successors.

     IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, all as of the date first above written.

Avago Technologies Sensor IP Pte. Ltd.
The Common Seal of Avago		)
Technologies Sensor IP Pte.		)
Ltd. was hereunto affixed		)
/s/ Rex Jackson	Director
Rex Jackson
/s/ Mercedes Johnson	Director
Mercedes Johnson

AVAGO TECHNOLOGIES SENSOR (U.S.A.) INC.
By:	/s/ Mercedes Johnson
Name:	Mercedes Johnson
Title:	President
THE BANK OF NEW YORK, as Trustee
By:
Name:
Title:

Senior Notes Supplemental Indenture

     IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, all as of the date first above written.

Avago Technologies Sensor IP Pte. Ltd.
The Common Seal of Avago		)
Technologies Sensor IP Pte.		)
Ltd. was hereunto affixed		)
	Director
Rex Jackson
	Director
Mercedes Johnson

AVAGO TECHNOLOGIES SENSOR (U.S.A.) INC.
By:
Name:
Title:
THE BANK OF NEW YORK, as Trustee
By:	/s/STANISLAV PERTSEV
Name:	STANISLAV PERTSEV
Title:	ASSISTANT TREASURER

Senior Notes Supplemental Indenture

EX-4.3

Exhibit 4.3

INDENTURE

Dated as of December 1, 2005

Among

AVAGO TECHNOLOGIES FINANCE PTE. LTD.,

AVAGO TECHNOLOGIES U.S. INC.,

AVAGO TECHNOLOGIES WIRELESS (U.S.A.) MANUFACTURING INC.,

THE GUARANTORS NAMED ON THE SIGNATURE PAGES HERETO

and

THE BANK OF NEW YORK,
as Trustee

11 ⁷/₈% SENIOR SUBORDINATED NOTES DUE 2015

TABLE OF CONTENTS

			Page
ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE				1
	Section 1.01	Definitions		1
	Section 1.02	Other Definitions		35
	Section 1.03	Incorporation by Reference of Trust Indenture Act		37
	Section 1.04	Rules of Construction		37
	Section 1.05	Acts of Holders		38
ARTICLE 2 THE NOTES				39
	Section 2.01	Form and Dating; Terms		39
	Section 2.02	Execution and Authentication		41
	Section 2.03	Registrar and Paying Agent		41
	Section 2.04	Paying Agent to Hold Money in Trust		42
	Section 2.05	Holder Lists		42
	Section 2.06	Transfer and Exchange		42
	Section 2.07	Replacement Notes		56
	Section 2.08	Outstanding Notes		56
	Section 2.09	Treasury Notes		57
	Section 2.10	Temporary Notes		57
	Section 2.11	Cancellation		57
	Section 2.12	Defaulted Interest		58
	Section 2.13	CUSIP Numbers; ISIN Numbers		58
ARTICLE 3 REDEMPTION				58
	Section 3.01	Notices to Trustee		58
	Section 3.02	Selection of Notes to Be Redeemed or Purchased		59
	Section 3.03	Notice of Redemption		59
	Section 3.04	Effect of Notice of Redemption		60
	Section 3.05	Deposit of Redemption or Purchase Price		60
	Section 3.06	Notes Redeemed or Purchased in Part		61
	Section 3.07	Optional Redemption		61
	Section 3.08	Redemption Upon Changes in Withholding Taxes		62

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TABLE OF CONTENTS
(continued)

			Page
	Section 3.09	Mandatory Redemption		63
	Section 3.10	Offers to Repurchase by Application of Excess Proceeds		63
ARTICLE 4 COVENANTS				65
	Section 4.01	Payment of Notes		65
	Section 4.02	Maintenance of Office or Agency		66
	Section 4.03	Reports and Other Information		66
	Section 4.04	Compliance Certificate		68
	Section 4.05	Taxes		68
	Section 4.06	Stay, Extension and Usury Laws		69
	Section 4.07	Limitation on Restricted Payments		69
	Section 4.08	Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries		76
	Section 4.09	Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock		78
	Section 4.10	Asset Sales		84
	Section 4.11	Transactions with Affiliates		87
	Section 4.12	Liens		89
	Section 4.13	Corporate Existence		89
	Section 4.14	Offer to Repurchase Upon Change of Control		89
	Section 4.15	Limitation on Guarantees of Indebtedness by Restricted Subsidiaries		91
	Section 4.16	Suspension of Covenants		92
	Section 4.17	Additional Amounts		93
	Section 4.18	Limitation on Layering		94
ARTICLE 5 SUCCESSORS				95
	Section 5.01	Merger, Consolidation or Sale of All or Substantially All Assets		95
	Section 5.02	Successor Corporation Substituted		97
ARTICLE 6 DEFAULTS AND REMEDIES				98
	Section 6.01	Events of Default		98

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TABLE OF CONTENTS
(continued)

			Page
	Section 6.02	Acceleration		100
	Section 6.03	Other Remedies		101
	Section 6.04	Waiver of Past Defaults		101
	Section 6.05	Control by Majority		101
	Section 6.06	Limitation on Suits		102
	Section 6.07	Rights of Holders of Notes to Receive Payment		102
	Section 6.08	Collection Suit by Trustee		102
	Section 6.09	Restoration of Rights and Remedies		103
	Section 6.10	Rights and Remedies Cumulative		103
	Section 6.11	Delay or Omission Not Waiver		103
	Section 6.12	Trustee May File Proofs of Claim		103
	Section 6.13	Priorities		104
	Section 6.14	Undertaking for Costs		104
ARTICLE 7 TRUSTEE				105
	Section 7.01	Duties of Trustee		105
	Section 7.02	Rights of Trustee		106
	Section 7.03	Individual Rights of Trustee		107
	Section 7.04	Trustee’s Disclaimer		107
	Section 7.05	Notice of Defaults		107
	Section 7.06	Reports by Trustee to Holders of the Notes		108
	Section 7.07	Compensation and Indemnity		108
	Section 7.08	Replacement of Trustee		109
	Section 7.09	Successor Trustee by Merger, etc		110
	Section 7.10	Eligibility; Disqualification		110
	Section 7.11	Preferential Collection of Claims Against Issuers		110
ARTICLE 8 LEGAL DEFEASANCE AND COVENANT DEFEASANCE				110
	Section 8.01	Option to Effect Legal Defeasance or Covenant Defeasance		110
	Section 8.02	Legal Defeasance and Discharge		111
	Section 8.03	Covenant Defeasance		111

iii 

TABLE OF CONTENTS
(continued)

			Page
	Section 8.04	Conditions to Legal or Covenant Defeasance		112
	Section 8.05	Deposited Money and Government Securities to Be Held in Trust; Other Miscellaneous Provisions		114
	Section 8.06	Repayment to Issuers		115
	Section 8.07	Reinstatement		115
ARTICLE 9 AMENDMENT, SUPPLEMENT AND WAIVER				115
	Section 9.01	Without Consent of Holders of Notes		115
	Section 9.02	With Consent of Holders of Notes		117
	Section 9.03	Compliance with Trust Indenture Act		118
	Section 9.04	Revocation and Effect of Consents		119
	Section 9.05	Notation on or Exchange of Notes		119
	Section 9.06	Trustee to Sign Amendments, etc		119
	Section 9.07	Payment for Consent		120
ARTICLE 10 SUBORDINATION				120
	Section 10.01	Agreement To Subordinate		120
	Section 10.02	Liquidation, Dissolution, Bankruptcy		120
	Section 10.03	Default on Senior Indebtedness of the Issuers		121
	Section 10.04	Acceleration of Payment of Notes		122
	Section 10.05	When Distribution Must Be Paid Over		122
	Section 10.06	Subrogation		122
	Section 10.07	Relative Rights		123
	Section 10.08	Subordination May Not Be Impaired by Issuers		123
	Section 10.09	Rights of Trustee and Paying Agent		123
	Section 10.10	Distribution or Notice to Representative		124
	Section 10.11	Article 10 Not To Prevent Events of Default or Limit Right To Accelerate		124
	Section 10.12	Trust Moneys Not Subordinated		124
	Section 10.13	Trustee Entitled To Rely		124
	Section 10.14	Trustee To Effectuate Subordination		125

iv 

TABLE OF CONTENTS
(continued)

			Page
	Section 10.15	Trustee Not Fiduciary for Holders of Senior Indebtedness of the Issuers		125
	Section 10.16	Reliance by Holders of Senior Indebtedness of the Issuers on Subordination Provisions		125
ARTICLE 11 GUARANTEES				126
	Section 11.01	Guarantee		126
	Section 11.02	Limitation on Guarantor Liability		127
	Section 11.03	Execution and Delivery		130
	Section 11.04	Subrogation		131
	Section 11.05	Benefits Acknowledged		131
	Section 11.06	Release of Guarantees		131
ARTICLE 12 SUBORDINATION OF GUARANTEES				132
	Section 12.01	Agreement To Subordinate		132
	Section 12.02	Liquidation, Dissolution, Bankruptcy		132
	Section 12.03	Default on Senior Indebtedness of a Guarantor		133
	Section 12.04	Demand for Payment		134
	Section 12.05	When Distribution Must Be Paid Over		134
	Section 12.06	Subrogation		135
	Section 12.07	Relative Rights		135
	Section 12.08	Subordination May Not Be Impaired by a Guarantor		135
	Section 12.09	Rights of Trustee and Paying Agent		135
	Section 12.10	Distribution or Notice to Representative		136
	Section 12.11	Article 12 Not To Prevent Events of Default or Limit Right To Demand Payment		136
	Section 12.12	Trust Moneys Not Subordinated		136
	Section 12.13	Trustee Entitled To Rely		136
	Section 12.14	Trustee To Effectuate Subordination		137
	Section 12.15	Trustee Not Fiduciary for Holders of Senior Indebtedness of Guarantors		137
	Section 12.16	Reliance by Holders of Senior Indebtedness of a Guarantor on Subordination Provisions		137

v 

TABLE OF CONTENTS
(continued)

			Page
ARTICLE 13 SATISFACTION AND DISCHARGE				138
	Section 13.01	Satisfaction and Discharge		138
	Section 13.02	Application of Trust Money		139
ARTICLE 14 MISCELLANEOUS				139
	Section 14.01	Trust Indenture Act Controls		139
	Section 14.02	Notices		140
	Section 14.03	Communication by Holders of Notes with Other Holders of Notes		141
	Section 14.04	Certificate and Opinion as to Conditions Precedent		141
	Section 14.05	Statements Required in Certificate or Opinion		141
	Section 14.06	Rules by Trustee and Agents		142
	Section 14.07	No Personal Liability of Directors, Officers, Employees and Stockholders		142
	Section 14.08	Governing Law		142
	Section 14.09	Consent to Jurisdiction, Service of Process and Immunity		142
	Section 14.10	Waiver of Jury Trial		143
	Section 14.11	Force Majeure		143
	Section 14.12	No Adverse Interpretation of Other Agreements		143
	Section 14.13	Successors		143
	Section 14.14	Severability		144
	Section 14.15	Counterpart Originals		144
	Section 14.16	Table of Contents, Headings, etc		144
	Section 14.17	Qualification of Indenture		144

vi 

EXHIBITS
Exhibit A	Form of Note
Exhibit B	Form of Certificate of Transfer
Exhibit C	Form of Certificate of Exchange
Exhibit D	Form of Supplemental Indenture to Be Delivered by Subsequent Guarantors

vii 

CROSS-REFERENCE TABLE*

Trust Indenture Act Section	Indenture Section
310(a)(1)	7.10
(a)(2)	7.10
(a)(3)	N.A.
(a)(4)	N.A.
(a)(5)	7.10
(b)	7.10
(c)	N.A.
311(a)	7.11
(b)	7.11
(c)	N.A.
312(a)	2.05
(b)	14.03
(c)	14.03
313(a)	7.06
(b)(1)	N.A.
(b)(2)	7.06;7.07
(c)	7.06;14.02
(d)	7.06
314(a)	4.03;14.02;14.05
(b)	N.A.
(c)(1)	14.04
(c)(2)	14.04
(c)(3)	N.A.
(d)	N.A.
(e)	14.05
(f)	N.A.
315(a)	7.01
(b)	7.05;14.02
(c)	7.01
(d)	7.01
(e)	6.14
316(a)(last sentence)	2.09
(a)(1)(A)	6.05
(a)(1)(B)	6.04
(a)(2)	N.A.
(b)	6.07
(c)	2.12;9.04
317(a)(1)	6.08
(a)(2)	6.12
(b)	2.04
318(a)	14.01
(b)	N.A.
(c)	14.01

N.A. means not applicable.
*	This Cross-Reference Table is not part of this Indenture.

viii 

          INDENTURE, dated as of December 1, 2005, among Avago Technologies Finance Pte. Ltd., a private limited company organized under the laws of the Republic of Singapore (the “Company”), Avago Technologies U.S. Inc., a Delaware corporation, and Avago Technologies Wireless (U.S.A.) Manufacturing Inc., a Delaware corporation, (each a “U.S. Issuer” and together the “U.S. Issuers” and, collectively with the Company, the “Issuers”), the Guarantors (as defined herein) listed on the signature pages hereto and The Bank of New York, a New York banking corporation, as Trustee.

WITNESSETH

          WHEREAS, the Issuers have duly authorized the creation of an issue of $250,000,000 aggregate principal amount of 11 ⁷/₈% Senior Subordinated Notes due 2015 (the “Initial Notes”); and

          WHEREAS, each of the Issuers and the Guarantors has duly authorized the execution and delivery of this Indenture.

          NOW, THEREFORE, the Issuers, the Guarantors and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders of the Notes.

ARTICLE 1

DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.01 Definitions.

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

          “Acquired Indebtedness” means, with respect to any specified Person,

     (1) Indebtedness of any other Person existing at the time such other Person is merged with or into or became a Restricted Subsidiary of such specified Person, including Indebtedness incurred in connection with, or in contemplation of, such other Person merging with or into or becoming a Restricted Subsidiary of such specified Person, and

     (2) Indebtedness secured by a Lien encumbering any asset acquired by such specified Person.

          “Additional Amounts” shall have the definition set forth in Section 4.17 hereof. All references in this Indenture to payments of principal of, premium, if any, and interest on the Notes shall be deemed to include any applicable Additional Amounts that may become payable in respect of the Notes.

     “Additional Interest” means all additional interest then owing pursuant to the Registration Rights Agreement.

     “Additional Notes” means additional Notes (other than the Initial Notes and other than Exchange Notes for such Initial Notes) issued from time to time under this Indenture in accordance with Sections 2.01 and 4.09 hereof.

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

     “Agent” means any Registrar or Paying Agent.

     “Agilent” means Agilent Technologies, Inc., a Delaware corporation.

     “Applicable Premium” means, with respect to any Note on any Redemption Date, the greater of:

     (1) 1.0% of the principal amount of such Note; and

     (2) the excess, if any, of (a) the present value at such Redemption Date of (i) the redemption price of such Note at December 1, 2010 (each such redemption price being set forth in Section 3.07(c)), plus (ii) all required interest payments due on such Note through December 1, 2010 (excluding accrued but unpaid interest to the Redemption Date), computed using a discount rate equal to the Treasury Rate as of such Redemption Date plus 50 basis points; over (b) the principal amount of such Note.

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

          “Asset Sale” means:

     (1) the sale, conveyance, transfer or other disposition, whether in a single transaction or a series of related transactions, of property or assets (including by way of a Sale and Lease-Back Transaction) of the Company or any of its Restricted Subsidiaries (each referred to in this definition as a “disposition”); or

     (2) the issuance or sale of Equity Interests of any Restricted Subsidiary (other than Preferred Stock of Restricted Subsidiaries issued in compliance with Section 4.09 hereof, whether in a single transaction or a series of related transactions;

2

in each case, other than:

     (a) any disposition of Cash Equivalents or Investment Grade Securities or obsolete or worn out equipment in the ordinary course of business or any disposition of inventory or goods (or other assets) held for sale in the ordinary course of business;

     (b) the disposition of all or substantially all of the assets of the Company in a manner permitted pursuant to the provisions set forth under Section 5.01 hereof or any disposition that constitutes a Change of Control pursuant to this Indenture;

     (c) the making of any Restricted Payment or Permitted Investment that is permitted to be made, and is made, under Section 4.07 hereof;

     (d) any disposition of assets or issuance or sale of Equity Interests of any Restricted Subsidiary in any transaction or series of transactions with an aggregate fair market value of less than $15.0 million;

     (e) any disposition of property or assets or issuance of securities by a Restricted Subsidiary of the Company to the Company or by the Company or a Restricted Subsidiary of the Company to another Restricted Subsidiary of the Company;

     (f) to the extent allowable under Section 1031 of the Internal Revenue Code of 1986 or comparable law or regulation, any exchange of like property (excluding any boot thereon) for use in a Similar Business;

     (g) the lease, assignment or sub-lease of any real or personal property in the ordinary course of business;

     (h) any issuance or sale of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary;

     (i) foreclosures on assets;

     (j) sales of accounts receivable, or participations therein, in connection with any Receivables Facility; and

     (k) any financing transaction with respect to property built or acquired by the Company or any Restricted Subsidiary after the Issue Date, including Sale and Lease-Back Transactions and asset securitizations permitted by this Indenture.

          “Bankruptcy Law” means Title 11, U.S. Code or any similar federal or state law for the relief of debtors, or the law of any other jurisdiction relating to bankruptcy, insolvency, winding up, liquidation, reorganization or relief of debtors.

          “Broker-Dealer” has the meaning set forth in the Registration Rights Agreement.

          “Business Day” means each day which is not a Legal Holiday.

3

          “Capital Stock” means:

     (1) in the case of a corporation, corporate stock;

     (2) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;

     (3) in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and

     (4) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person.

          “Capitalized Lease Obligation” means, at the time any determination thereof is to be made, the amount of the liability in respect of a capital lease that would at such time be required to be capitalized and reflected as a liability on a balance sheet (excluding the footnotes thereto) in accordance with GAAP.

          “Cash Equivalents” means:

     (1) United States dollars;

     (2) (a) euro or any national currency of any participating member state of the EMU; or

     (b) in the case of any Foreign Subsidiary that is a Restricted Subsidiary, such local currencies held by them from time to time in the ordinary course of business;

     (3) securities issued or directly and fully and unconditionally guaranteed or insured by the U.S. government or any agency or instrumentality thereof, the government of the Republic of Singapore, the World Bank or the Asian Development Bank, the securities of which are unconditionally guaranteed as a full faith and credit obligation of any such government or entity with maturities of 24 months or less from the date of acquisition;

     (4) certificates of deposit, time deposits and eurodollar time deposits with maturities of one year or less from the date of acquisition, bankers’ acceptances with maturities not exceeding one year and overnight bank deposits, in each case with any commercial bank having capital and surplus of not less than $500.0 million in the case of U.S. banks and $100.0 million (or the U.S. dollar equivalent as of the date of determination) in the case of non-U.S. banks;

4

     (5) repurchase obligations for underlying securities of the types set forth in clauses (3) and (4) entered into with any financial institution meeting the qualifications specified in clause (4) above;

     (6) commercial paper rated at least P-1 by Moody’s or at least A-1 by S&P and in each case maturing within 24 months after the date of creation thereof;

     (7) marketable short-term money market and similar securities having a rating of at least P-2 or A-2 from either Moody’s or S&P, respectively (or, if at any time neither Moody’s nor S&P shall be rating such obligations, an equivalent rating from another Rating Agency) and in each case maturing within 24 months after the date of creation thereof;

     (8) investment funds investing 95% of their assets in securities of the types set forth in clauses (1) through (7) above;

     (9) readily marketable direct obligations issued by any state, commonwealth or territory of the United States or any political subdivision or taxing authority thereof having an Investment Grade Rating from either Moody’s or S&P with maturities of 24 months or less from the date of acquisition; and

     (10) Indebtedness or Preferred Stock issued by Persons with a rating of “A” or higher from S&P or “A2” or higher from Moody’s with maturities of 24 months or less from the date of acquisition.

          Notwithstanding the foregoing, Cash Equivalents shall include amounts denominated in currencies other than those set forth in clauses (1) and (2) above, provided that such amounts are converted into any currency listed in clauses (1) and (2) as promptly as practicable and in any event within ten Business Days following the receipt of such amounts.

          “Change of Control” means the occurrence of any of the following:

     (1) the sale, lease or transfer, in one or a series of related transactions, of all or substantially all of the assets of the Company and its Subsidiaries, taken as a whole, to any Person other than a Permitted Holder; or

     (2) the Company becomes aware of (by way of a report or any other filing pursuant to Section 13(d) of the Exchange Act, proxy, vote, written notice or otherwise) the acquisition by any Person or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision), including any group acting for the purpose of acquiring, holding or disposing of securities (within the meaning of Rule 13d-5(b)(1) under the Exchange Act), other than the Permitted Holders, in a single transaction or in a related series of transactions, by way of merger, consolidation or other business combination or purchase of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act, or any successor provision) of 50% or more of the total voting power of the Voting Stock of the Company or any of its direct or indirect parent

5

companies holding directly or indirectly 100% of the total voting power of the Voting Stock of the Company.

          “Clearstream” means Clearstream Banking, Société Anonyme.

          “Company” has the meaning set forth in the first preamble to this Indenture, provided that when used in the context of determining the fair market value of an asset or liability under this Indenture, “Company” shall be deemed to mean the board of directors of the Company when the fair market value is equal to or in excess of $50.0 million (unless otherwise expressly stated).

          “Consolidated Depreciation and Amortization Expense” means, with respect to any Person for any period, the total amount of depreciation and amortization expense, including the amortization of deferred financing fees of such Person and its Restricted Subsidiaries for such period on a consolidated basis and otherwise determined in accordance with GAAP.

          “Consolidated Interest Expense” means, with respect to any Person for any period, without duplication, the sum of:

     (1) consolidated interest expense of such Person and its Restricted Subsidiaries for such period, to the extent such expense was deducted (and not added back) in computing Consolidated Net Income (including (a) amortization of original issue discount resulting from the issuance of Indebtedness at less than par, (b) all commissions, discounts and other fees and charges owed with respect to letters of credit or bankers acceptances, (c) non-cash interest payments (but excluding any non-cash interest expense attributable to the movement in the mark to market valuation of Hedging Obligations or other derivative instruments pursuant to GAAP), (d) the interest component of Capitalized Lease Obligations, and (e) net payments, if any, pursuant to interest rate Hedging Obligations with respect to Indebtedness, and excluding (t) accretion or accrual of discounted liabilities other than Indebtedness, (u) any expense resulting from the discounting of any Indebtedness in connection with the application of purchase accounting in connection with any acquisition, (v) any Additional Interest and any comparable “Additional Interest” with respect to the Senior Notes or other securities (w) amortization of deferred financing fees, debt issuance costs, commissions, fees and expenses, (x) any expensing of bridge, commitment and other financing fees, (y) interest with respect to Indebtedness of any direct or indirect parent of such Person appearing upon the balance sheet of such Person solely by reason of push-down accounting under GAAP, and (z) Receivables Fees and any other commissions, discounts, yield and other fees and charges (including any interest expense) related to a Receivables Facility); plus

     (2) consolidated capitalized interest of such Person and its Restricted Subsidiaries for such period, whether paid or accrued; less

     (3) interest income for such period.

6

          For purposes of this definition, interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by such Person to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP.

          “Consolidated Net Income” means, with respect to any Person for any period, the aggregate of the Net Income of such Person and its Restricted Subsidiaries for such period, on a consolidated basis, and otherwise determined in accordance with GAAP; provided, however, that, without duplication,

     (1) any after-tax effect of extraordinary, non-recurring or unusual gains or losses (less all fees and expenses relating thereto) or extraordinary, non-recurring or unusual expenses, severance, relocation costs and curtailments or modifications to pension and post-retirement employee benefit plans and, to the extent incurred on or prior to April 30, 2007, other expenses (including start-up and transition costs) relating to the Transactions, shall be excluded,

     (2) the cumulative effect of a change in accounting principles during such period shall be excluded,

     (3) any after-tax effect of income (loss) from disposed, abandoned, transferred, closed or discontinued operations and any net after-tax gains or losses on disposal of disposed, abandoned, transferred, closed or discontinued operations shall be excluded,

     (4) any after-tax effect of gains or losses (less all fees and expenses relating thereto) attributable to asset dispositions other than in the ordinary course of business, as determined in good faith by the Company, shall be excluded,

     (5) the Net Income for such period of any Person that is not a Subsidiary, or is an Unrestricted Subsidiary, or that is accounted for by the equity method of accounting, shall be excluded; provided, however, that Consolidated Net Income of the Company shall be increased by the amount of dividends or distributions or other payments that are actually paid in cash (or to the extent converted into cash) to the referent Person or a Restricted Subsidiary thereof in respect of such period,

     (6) solely for the purpose of determining the amount available for Restricted Payments under clause (3)(a) of Section 4.07(a) hereof, the Net Income for such period of any Restricted Subsidiary (other than any U.S. Issuer or any Guarantor) shall be excluded if the declaration or payment of dividends or similar distributions by that Restricted Subsidiary of its Net Income is not at the date of determination wholly permitted without any prior governmental approval (which has not been obtained) or, directly or indirectly, by the operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule, or governmental regulation applicable to that Restricted Subsidiary or its stockholders, unless such restriction with respect to the payment of dividends or similar distributions has been legally waived, provided that Consolidated Net Income of the Company will be increased by the amount of dividends or other distributions or other payments actually paid in cash (or to the extent converted into cash)

7

to the Company or a Restricted Subsidiary thereof in respect of such period, to the extent not already included therein,

     (7) effects of adjustments (including the effects of such adjustments pushed down to the Company and its Restricted Subsidiaries) in the property and equipment, inventory, intangible assets, deferred revenue and debt line items in such Person’s consolidated financial statements pursuant to GAAP resulting from the application of purchase accounting in relation to the Transactions or any consummated acquisition or the amortization or write-off (including the write-off of in-process research and development in connection with the Transactions) of any amounts thereof, net of taxes, shall be excluded,

     (8) any after-tax effect of income (loss) from the early extinguishment of Indebtedness or Hedging Obligations or other derivative instruments shall be excluded,

     (9) any impairment charge or asset write-off, in each case, pursuant to GAAP and the amortization of intangibles arising pursuant to GAAP shall be excluded,

     (10) any non-cash compensation expense recorded from grants of stock appreciation or similar rights, stock options, restricted stock or other rights shall be excluded,

     (11) any fees and expenses incurred during such period, or any amortization thereof for such period, in connection with any acquisition, disposition, recapitalization, Investment, Asset Sale, issuance or repayment of Indebtedness, issuance of Equity Interests, refinancing transaction or amendment or modification of any debt instrument (in each case, including any such transaction consummated prior to the Issue Date and any such transaction undertaken but not completed) and any charges or non-recurring merger costs incurred during such period as a result of any such transaction shall be excluded, and

     (12) accruals and reserves that are established or adjusted as a result of the Transactions in accordance with GAAP or changes as a result of adoption of or modification of accounting policies, in each case, within twelve months after the Issue Date, shall be excluded.

          Notwithstanding the foregoing, for the purpose of Section 4.07 hereof only (other than clause (3)(d) of Section 4.07(a) hereof), there shall be excluded from Consolidated Net Income any income arising from any sale or other disposition of Restricted Investments made by the Company and its Restricted Subsidiaries, any repurchases and redemptions of Restricted Investments from the Company and its Restricted Subsidiaries, any repayments of loans and advances which constitute Restricted Investments by the Company or any of its Restricted Subsidiaries, any sale of the stock of an Unrestricted Subsidiary or any distribution or dividend from an Unrestricted Subsidiary, in each case only to the extent such amounts increase the amount of Restricted Payments permitted under clause (3)(d) of Section 4.07(a) hereof.

8

          “Consolidated Net Tangible Assets” means the total amount of assets (less applicable reserves and other properly deductible items) after deducting (i) all current liabilities (excluding the amount of those which are by their terms extendable or renewable at the option of the obligor to a date more than 12 months after the date as of which the amount is being determined) and (2) all goodwill, tradenames, patents, unamortized debt discount and expense and other intangible assets, all as set forth on the most recent balance sheet of the Company and its consolidated Restricted Subsidiaries and determined in accordance with GAAP.

          “Consolidated Senior Credit Facilities Debt Ratio” as of any date of determination means, the ratio of (1) Indebtedness of the Company and its Restricted Subsidiaries outstanding under the Senior Credit Facilities (other than any second lien tranche of Indebtedness under the Senior Credit Facilities issued subsequent to the Issue Date) as of the end of the most recent fiscal period for which internal financial statements are available immediately preceding the date on which such event for which such calculation is being made shall occur, minus the aggregate cash included in the cash accounts listed on the consolidated balance sheet of the Company and its Restricted Subsidiaries in excess of $15.0 million and undrawn letters of credit to (2) the Company’s EBITDA for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such event for which such calculation is being made shall occur, in each case with such pro forma adjustments to (a) Indebtedness under the Senior Credit Facilities and EBITDA as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of Fixed Charge Coverage Ratio and (b) cash accounts, after giving pro forma effect to any Restricted Payments pursuant to clause (17) of Section 4.07(b) hereof.

          “Consolidated Total Indebtedness” means, as at any date of determination, an amount equal to the sum of (1) the aggregate amount of all outstanding Indebtedness of the Company and its Restricted Subsidiaries on a consolidated basis consisting of Indebtedness for borrowed money, Obligations in respect of Capitalized Lease Obligations and debt obligations evidenced by promissory notes and similar instruments (and excluding, for the avoidance of doubt, all obligations relating to Receivables Facilities) and (2) the aggregate amount of all outstanding Disqualified Stock of the Company and all Preferred Stock of its Restricted Subsidiaries on a consolidated basis, with the amount of such Disqualified Stock and Preferred Stock equal to the greater of their respective voluntary or involuntary liquidation preferences and maximum fixed repurchase prices, in each case determined on a consolidated basis in accordance with GAAP. For purposes hereof, the “maximum fixed repurchase price” of any Disqualified Stock or Preferred Stock that does not have a fixed repurchase price shall be calculated in accordance with the terms of such Disqualified Stock or Preferred Stock as if such Disqualified Stock or Preferred Stock were purchased on any date on which Consolidated Total Indebtedness shall be required to be determined pursuant to this Indenture, and if such price is based upon, or measured by, the fair market value of such Disqualified Stock or Preferred Stock, such fair market value shall be determined reasonably and in good faith by the Company.

          “Consolidated Total Leverage Ratio” as of any date of determination means, the ratio of (1) Consolidated Total Indebtedness of the Company and its Restricted Subsidiaries as of the end of the most recent fiscal period for which internal financial statements are available immediately preceding the date on which such event for which such calculation is being made shall

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occur to (2) the Company’s EBITDA for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such event for which such calculation is being made shall occur, in each case with such pro forma adjustments to Consolidated Total Indebtedness and EBITDA as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of Fixed Charge Coverage Ratio.

          “Contingent Obligations” means, with respect to any Person, any obligation of such Person guaranteeing any leases, dividends or other obligations that do not constitute Indebtedness (“primary obligations”) of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, including, without limitation, any obligation of such Person, whether or not contingent,

     (1) to purchase any such primary obligation or any property constituting direct or indirect security therefor,

     (2) to advance or supply funds

     (a) for the purchase or payment of any such primary obligation, or

     (b) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, or

     (3) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation against loss in respect thereof.

          “Corporate Trust Office of the Trustee” shall be at the address of the Trustee specified in Section 12.02 hereof or such other address as to which the Trustee may give notice to the Holders and the Issuers.

          “Credit Facilities” means, with respect to the Company or any of its Restricted Subsidiaries, one or more debt facilities, including the Senior Credit Facilities, or other financing arrangements (including, without limitation, commercial paper facilities or indentures) providing for revolving credit loans, term loans, letters of credit or other long-term indebtedness, including any notes, mortgages, guarantees, collateral documents, instruments and agreements executed in connection therewith, and any amendments, supplements, modifications, extensions, renewals, restatements or refundings thereof and any indentures or credit facilities or commercial paper facilities that replace, refund or refinance any part of the loans, notes, other credit facilities or commitments thereunder, including any such replacement, refunding or refinancing facility or indenture that increases the amount permitted to be borrowed thereunder or alters the maturity thereof (provided that such increase in borrowings is permitted under Section 4.09 hereof) or adds Restricted Subsidiaries as additional borrowers or guarantors thereunder and whether by the same or any other agent, lender or group of lenders.

          “Custodian” means the Trustee, as custodian with respect to the Notes in global form, or any successor entity thereto.

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

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

          “Depositary” means, with respect to the Notes issuable or issued in whole or in part in global form, the Person specified in Section 2.03 hereof as the Depositary with respect to the Notes, and any and all successors thereto appointed as Depositary hereunder and having become such pursuant to the applicable provision of this Indenture.

          “Designated Asset Sales” means Asset Sales of business units or product lines and related assets (other than the Electronics Components Business Unit), in each case substantially as an entirety, which are designated as “Designated Asset Sales,” pursuant to an Officer’s Certificate executed by the principal financial officer of the Company on the date of sale, the net proceeds of which shall be permitted to be used to redeem the Notes in accordance with Section 3.07 hereof or to make Restricted Payments set forth in clause (17) of Section 4.07(b) hereof; provided, however, (i) that after giving pro forma effect to any such Designated Asset Sale and the application of such net proceeds, the Company’s Consolidated Senior Credit Facilities Debt Ratio would be less than or equal to (x) the Company’s Consolidated Senior Credit Facilities Debt Ratio immediately prior to such asset sale and (y) 1.5 to 1.0, (ii) after giving pro forma effect to any such Designated Asset Sale and the application of such net proceeds, the Company’s Consolidated Total Leverage Ratio shall be less than or equal to (x) the Company’s Consolidated Total Leverage Ratio immediately prior to such asset sale and (y) 3.0 to 1.0, and (iii) at the time of such Designated Asset Sale, at least $250.0 million of outstanding term Indebtedness under the Senior Credit Facilities outstanding on the Issue Date or subsequent to the Issue Date pursuant to the Tranche B-2 Term Loan Commitment (as defined in the Senior Credit Facilities as in effect on the Issue Date) shall have been repaid since the Issue Date; provided further, however, that the Company will not be required to satisfy the conditions under clause (2) of Section 4.10(a) hereof if the Company intends in good faith at the time such Designated Asset Sale is consummated, as evidenced in the Officer’s Certificate, to use any non-cash consideration in excess of the amount otherwise permitted by the provisions of such clause (2) to make Restricted Payments pursuant to clause (17) of Section 4.07(b) hereof.

          “Designated Non-cash Consideration” means the fair market value of non-cash consideration received by the Company or a Restricted Subsidiary in connection with an Asset Sale that is so designated as Designated Non-cash Consideration pursuant to an Officer’s Certificate, setting forth the basis of such valuation, executed by the principal financial officer of the Company, less the amount of cash or Cash Equivalents received in connection with a subsequent sale of or collection on such Designated Non-cash Consideration.

          “Designated Preferred Stock” means Preferred Stock of the Company or any parent corporation thereof (in each case other than Disqualified Stock) that is issued for cash (other than to a Restricted Subsidiary or an employee stock ownership plan or trust established

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by the Company or any of its Subsidiaries) and is so designated as Designated Preferred Stock, pursuant to an Officer’s Certificate executed by the principal financial officer of the Company or the applicable parent corporation thereof, as the case may be, on the issuance date thereof, the cash proceeds of which are excluded from the calculation set forth in clause (3) of Section 4.07(a) hereof.

          “Designated Senior Indebtedness” means (i) any Indebtedness outstanding under the Senior Credit Facilities and (ii) any other Senior Indebtedness permitted under this Indenture the principal amount of which is $25.0 million or more and that has been designated by the Company as “Designated Senior Indebtedness.”

          “Disqualified Stock” means, with respect to any Person, any Capital Stock of such Person which, by its terms, or by the terms of any security into which it is convertible or for which it is putable or exchangeable, or upon the happening of any event, matures or is mandatorily redeemable (other than solely as a result of a change of control or asset sale) pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the holder thereof (other than solely as a result of a change of control or asset sale), in whole or in part, in each case prior to the date 91 days after the earlier of the maturity date of the Notes or the date the Notes are no longer outstanding; provided, however, that if such Capital Stock is issued to any plan for the benefit of employees of the Company or its Subsidiaries or by any such plan to such employees, such Capital Stock shall not constitute Disqualified Stock solely because it may be required to be repurchased by the Company or its Subsidiaries in order to satisfy applicable statutory or regulatory obligations.

          “EBITDA” means, with respect to any Person for any period, the Consolidated Net Income of such Person for such period

     (1) increased (without duplication) by:

     (a) provision for taxes based on income or profits or capital, including, without limitation, state, franchise and similar taxes and foreign withholding taxes of such Person paid or accrued during such period deducted (and not added back) in computing Consolidated Net Income; plus

     (b) Fixed Charges of such Person for such period (including (x) net losses or Hedging Obligations or other derivative instruments entered into for the purpose of hedging interest rate risk and (y) costs of surety bonds in connection with financing activities, in each case, to the extent included in Fixed Charges) to the extent the same was deducted (and not added back) in calculating such Consolidated Net Income; plus

     (c) Consolidated Depreciation and Amortization Expense of such Person for such period to the extent the same were deducted (and not added back) in computing Consolidated Net Income; plus

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     (d) the amount of any restructuring charge or reserve deducted (and not added back) in such period in computing Consolidated Net Income, including any one-time costs incurred in connection with acquisitions after the Issue Date and costs related to the closure and/or consolidation of facilities; plus

     (e) any other non-cash charges, including any write-off or write downs, reducing Consolidated Net Income for such period (provided that if any such non-cash charges represent an accrual or reserve for potential cash items in any future period, the cash payment in respect thereof in such future period shall be subtracted from EBITDA to such extent, and excluding amortization of a prepaid cash item that was paid in a prior period); plus

     (f) the amount of any minority interest expense consisting of Subsidiary income attributable to minority equity interests of third parties in any non-Wholly Owned Subsidiary deducted (and not added back) in such period in calculating Consolidated Net Income; plus

     (g) the amount of management, monitoring, consulting and advisory fees and related expenses paid in such period to the Investors to the extent otherwise permitted under Section 4.11 hereof; plus

     (h) for any period that includes a fiscal quarter occurring prior to the fifth fiscal quarter after the Issue Date, the excess of (A) any expenses allocated by Agilent to the historical financial statements of its Semiconductor Products Business segment for services and other items provided previously by Agilent, and any expenses of the type previously allocated by Agilent that are incurred by the Company and its Restricted Subsidiaries on or after the Issue Date and prior to the fifth fiscal quarter after the Issue Date, over (B) the portion of the $157 million of annual stand-alone expenses allocated in lieu of the expenses set forth in clause (A) applicable to such period (which adjustments may be incremental to, but not duplicative of, pro forma adjustments made pursuant to the second paragraph of the definition of “Fixed Charge Coverage Ratio”); plus

     (i) commencing with the fifth fiscal quarter following the Issue Date, the amount of net cost savings projected by the Company in good faith to be realized as a result of specified actions taken by the Company and its Restricted Subsidiaries (calculated on a pro forma basis as though such cost savings had been realized on the first day of such period), net of the amount of actual benefits realized during such period from such actions; provided, however, that (x) such cost savings are reasonably identifiable and factually supportable, (y) such actions are taken on or prior to the third anniversary of the Issue Date and (z) the aggregate amount of cost savings added pursuant to this clause (i) shall not exceed $15.0 million for any four consecutive quarter period (which adjustments may be incremental to, but not duplicative of, pro forma adjustments made pursuant to the second paragraph of the definition of “Fixed Charge Coverage Ratio”); plus

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     (j) any costs or expense incurred by the Company or a Restricted Subsidiary pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or any stock subscription or shareholder agreement, to the extent that such cost or expenses are funded with cash proceeds contributed to the capital of the Company or net cash proceeds of an issuance of Equity Interest of the Company (other than Disqualified Stock) solely to the extent that such net cash proceeds are excluded from the calculation set forth in clause (3) of Section 4.07(a) hereof;

     (2) decreased by (without duplication) non-cash gains increasing Consolidated Net Income of such Person for such period, excluding any non-cash gains to the extent they represent the reversal of an accrual or reserve for a potential cash item that reduced EBITDA in any prior period, and

     (3) increased or decreased by (without duplication):

     (a) any net gain or loss resulting in such period from Hedging Obligations and the application of Statement of Financial Accounting Standards No. 133; plus or minus, as applicable,

     (b) any net gain or loss resulting in such period from currency translation gains or losses related to currency remeasurements of Indebtedness (including any net loss or gain resulting from hedge agreements for currency exchange risk).

          “Electronics Components Business Unit” means only the Company’s optocoupler, optoelectronic/LED, optical mouse sensor, infrared transceiver and motion controller product lines.

          “EMU” means economic and monetary union as contemplated in the Treaty on European Union.

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

          “Equity Offering” means any public or private sale for cash of common stock or Preferred Stock of the Company or any of its direct or indirect parent companies (excluding Disqualified Stock), other than:

     (1) public offerings with respect to the Company’s or any direct or indirect parent company’s common stock registered on Form S-8;

     (2) issuances to any Subsidiary of the Company; and

     (3) any such public or private sale that constitutes an Excluded Contribution.

          “euro” means the single currency of participating member states of the EMU.

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          “Euroclear” means Euroclear S.A./N.V., as operator of the Euroclear system.

          “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder.

          “Exchange Notes” means the Notes issued in the Exchange Offer pursuant to Section 2.06(f) hereof.

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

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

          “Excluded Contribution” means net cash proceeds, marketable securities or Qualified Proceeds received by the Company from

     (1) contributions to its common equity capital, and

     (2) the sale (other than to a Subsidiary of the Company or to any management equity plan or stock option plan or any other management or employee benefit plan or agreement of the Company) of Capital Stock (other than Disqualified Stock and Designated Preferred Stock) of the Company,

in each case designated as Excluded Contributions pursuant to an officer’s certificate executed by the principal financial officer of the Company on the date such capital contributions are made or the date such Equity Interests are sold, as the case may be, which are excluded from the calculation set forth in clause (3) of Section 4.07(a) hereof.

          “Fixed Charge Coverage Ratio” means, with respect to any Person for any period, the ratio of EBITDA of such Person for such period to the Fixed Charges of such Person for such period. In the event that the Company or any Restricted Subsidiary incurs, assumes, guarantees, redeems, defeases, retires or extinguishes any Indebtedness (other than Indebtedness incurred under any revolving credit facility unless such Indebtedness has been permanently repaid and has not been replaced) or issues or redeems Disqualified Stock or Preferred Stock subsequent to the commencement of the period for which the Fixed Charge Coverage Ratio is being calculated but prior to or simultaneously with the event for which the calculation of the Fixed Charge Coverage Ratio is made (the “Fixed Charge Coverage Ratio Calculation Date”), then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect to such incurrence, assumption, guarantee, redemption, defeasance, retirement or extinguishment of Indebtedness, or such issuance or redemption of Disqualified Stock or Preferred Stock, as if the same had occurred at the beginning of the applicable four-quarter period.

          For purposes of making the computation referred to above, the disposition of the Company’s camera module business and any other Investments, acquisitions, dispositions, mergers, consolidations and disposed operations that have been made by the Company or any of its Restricted Subsidiaries, including the Transactions, during the four-quarter reference period

15

or subsequent to such reference period and on or prior to or simultaneously with the Fixed Charge Coverage Ratio Calculation Date shall be calculated on a pro forma basis assuming that all such Investments, acquisitions, dispositions, mergers, consolidations and disposed operations (and the change in any associated fixed charge obligations and the change in EBITDA resulting therefrom) had occurred on the first day of the four-quarter reference period. If since the beginning of such period any Person that subsequently became a Restricted Subsidiary or was merged with or into the Company or any of its Restricted Subsidiaries since the beginning of such period shall have made any Investment, acquisition, disposition, merger, consolidation or disposed operation that would have required adjustment pursuant to this definition, then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect thereto for such period as if such Investment, acquisition, disposition, merger, consolidation or disposed operation had occurred at the beginning of the applicable four-quarter period.

          For purposes of this definition, whenever pro forma effect is to be given to a transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Company. If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the Fixed Charge Coverage Ratio Calculation Date had been the applicable rate for the entire period (taking into account any Hedging Obligations applicable to such Indebtedness). Interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Company to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP. For purposes of making the computation referred to above, interest on any Indebtedness under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such Indebtedness during the applicable period except as set forth in the first paragraph of this definition. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rate, shall be deemed to have been based upon the rate actually chosen, or, if none, then based upon such optional rate chosen as the Company may designate.

          “Fixed Charges” means, with respect to any Person for any period, the sum of:

     (1) Consolidated Interest Expense of such Person for such period;

     (2) all cash dividends or other distributions paid (excluding items eliminated in consolidation) on any series of Preferred Stock during such period; and

     (3) all cash dividends or other distributions paid (excluding items eliminated in consolidation) on any series of Disqualified Stock during such period.

          “Foreign Subsidiary” means, with respect to any Person, any Restricted Subsidiary of such Person that is not organized or existing under the laws of the United States. any state thereof, the District of Columbia, or any territory thereof and any Restricted Subsidiary of such Foreign Subsidiary.

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          “GAAP” means generally accepted accounting principles in the United States which are in effect on the Issue Date.

          “Global Note Legend” means the legend set forth in Section 2.06(g)(ii) hereof, which is required to be placed on all Global Notes issued under this Indenture.

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

          “Government Securities” means securities that are:

     (1) direct obligations of the United States of America for the timely payment of which its full faith and credit is pledged; or

     (2) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the timely payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America,

which, in either case, are not callable or redeemable at the option of the issuers thereof, and shall also include a depository receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act), as custodian with respect to any such Government Securities or a specific payment of principal of or interest on any such Government Securities held by such custodian for the account of the holder of such depository receipt; provided, however, that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the Government Securities or the specific payment of principal of or interest on the Government Securities evidenced by such depository receipt.

          “guarantee” means a guarantee (other than by endorsement of negotiable instruments for collection in the ordinary course of business), direct or indirect, in any manner (including letters of credit and reimbursement agreements in respect thereof), of all or any part of any Indebtedness or other obligations.

          “Guarantee” means the guarantee by any Guarantor of the Company’s Obligations under this Indenture.

          “Guarantor” means, each Restricted Subsidiary that Guarantees the Notes in accordance with the terms of this Indenture.

          “Hedging Obligations” means, with respect to any Person, the obligations of such Person under any interest rate swap agreement, interest rate cap agreement, interest rate collar agreement, commodity swap agreement, commodity cap agreement, commodity collar agreement, foreign exchange contract, currency swap agreement or similar agreement providing

17

for the transfer or mitigation of interest rate or currency risks either generally or under specific contingencies.

          “Holder” means the Person in whose name a Note is registered on the Registrar’s books.

          “Indebtedness” means, with respect to any Person, without duplication:

     (1) any indebtedness (including principal and premium) of such Person, whether or not contingent:

     (a) in respect of borrowed money;

     (b) evidenced by bonds, notes, debentures or similar instruments or letters of credit or bankers’ acceptances (or, without duplication, reimbursement agreements in respect thereof);

     (c) representing the balance deferred and unpaid of the purchase price of any property (including Capitalized Lease Obligations), except (i) any such balance that constitutes a trade payable or similar obligation to a trade creditor, in each case accrued in the ordinary course of business and (ii) any earn-out obligations until such obligation becomes a liability on the balance sheet of such Person in accordance with GAAP; or

     (d) representing any Hedging Obligations;

if and to the extent that any of the foregoing Indebtedness (other than letters of credit and Hedging Obligations) would appear as a liability upon the balance sheet (excluding the footnotes thereto) of such Person prepared in accordance with GAAP; provided, however, that Indebtedness of any direct or indirect parent of the Company appearing upon the balance sheet of the Company solely by reason of push-down accounting under GAAP, shall be excluded;

     (2) to the extent not otherwise included, any obligation by such Person to be liable for, or to pay, as obligor, guarantor or otherwise, on the obligations of the type referred to in clause (1) of a third Person (whether or not such items would appear upon the balance sheet of the such obligor or guarantor), other than by endorsement of negotiable instruments for collection in the ordinary course of business; and

     (3) to the extent not otherwise included, the obligations of the type referred to in clause (1) of a third Person secured by a Lien on any asset owned by such first Person, whether or not such Indebtedness is assumed by such first Person;

provided, however, that notwithstanding the foregoing, Indebtedness shall be deemed not to include (a) Contingent Obligations incurred in the ordinary course of business or (b) obligations under or in respect of Receivables Facilities.

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

          “Independent Financial Advisor” means an accounting, appraisal, investment banking firm or consultant to Persons engaged in similar businesses of nationally recognized standing that is, in the good faith judgment of the Company, qualified to perform the task for which it has been engaged.

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

          “Initial Notes” shall have the meaning set forth in the recitals hereto.

          “Initial Purchasers” means Lehman Brothers Inc., Citigroup Global Markets Singapore Pte. Ltd. and Credit Suisse First Boston (Singapore) Limited.

          “Interest Payment Date” means June 1 and December 1 of each year to Stated Maturity.

          “Investment Grade Rating” means a rating equal to or higher than Baa3 (or the equivalent) by Moody’s and BBB- (or the equivalent) by S&P, or an equivalent rating by any other Rating Agency.

          “Investment Grade Securities” means:

     (1) securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality thereof (other than Cash Equivalents);

     (2) debt securities or debt instruments with an Investment Grade Rating, but excluding any debt securities or instruments constituting loans or advances among the Company and its Subsidiaries;

     (3) investments in any fund that invests exclusively in investments of the type set forth in clauses (1) and (2) which fund may also hold immaterial amounts of cash pending investment or distribution; and

     (4) corresponding instruments in countries other than the United States customarily utilized for high quality investments.

          “Investments” means, with respect to any Person, all investments by such Person in other Persons (including Affiliates) in the form of loans (including guarantees), advances or capital contributions (excluding accounts receivable, trade credit, advances to customers, commission, travel and similar advances to officers and employees, in each case made in the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities issued by any other Person and investments that are required by GAAP to be classified on the balance sheet (excluding the footnotes) of the Company in the same manner as the other investments included in this definition to the extent such transactions

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involve the transfer of cash or other property. For purposes of the definition of “Unrestricted Subsidiary” and Section 4.07 hereof:

     (1) “Investments” shall include the portion (proportionate to the Company’s Equity Interest in such Subsidiary) of the fair market value of the net assets of a Subsidiary of the Company at the time that such Subsidiary is designated an Unrestricted Subsidiary; provided, however, that upon a redesignation of such Subsidiary as a Restricted Subsidiary, the Company shall be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary in an amount (if positive) equal to:

     (a) the Company’s “Investment” in such Subsidiary at the time of such redesignation; less

     (b) the portion (proportionate to the Company’s Equity Interest in such Subsidiary) of the fair market value of the net assets of such Subsidiary at the time of such redesignation; and

     (2) any property transferred to or from an Unrestricted Subsidiary shall be valued at its fair market value at the time of such transfer, in each case as determined in good faith by the Company.

          “Investors” means Kohlberg Kravis Roberts & Co. L.P., Silver Lake Partners and each of their respective Affiliates, but not including, however, any portfolio companies of any of the foregoing.

          “Issue Date” means December 1, 2005.

          “Issuers” has the meaning set forth in the preamble to this Indenture.

          “Issuers’ Order” means a written request or order signed on behalf of the Issuers by an Officer of the Company, who must be the principal executive officer, the principal financial officer, the treasurer or the principal accounting officer, or other authorized Person of the Company, and delivered to the Trustee.

          “Legal Holiday” means a Saturday, a Sunday or a day on which commercial banking institutions are not required to be open in the State of New York.

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

          “Lien” means, with respect to any asset, any mortgage, lien (statutory or otherwise), pledge, hypothecation, charge, security interest, preference, priority or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or

20

equivalent statutes) of any jurisdiction; provided, however, that in no event shall an operating lease be deemed to constitute a Lien.

          “Moody’s” means Moody’s Investors Service, Inc. and any successor to its rating agency business.

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

          “Net Proceeds” means the aggregate cash proceeds received by the Company or any of its Restricted Subsidiaries in respect of any Asset Sale, including any cash received upon the sale or other disposition of any Designated Non-cash Consideration received in any Asset Sale, net of the direct costs relating to such Asset Sale and the sale or disposition of such Designated Non-cash Consideration, including legal, accounting and investment banking fees, and brokerage and sales commissions, any relocation expenses incurred as a result thereof, taxes paid or payable as a result thereof (after taking into account any available tax credits or deductions and any tax sharing arrangements), amounts required to be applied to the repayment of principal, premium, if any, and interest on Senior Indebtedness required (other than required by clause (1) of Section 4.10(b) hereof) to be paid as a result of such transaction and any deduction of appropriate amounts to be provided by the Company or any of its Restricted Subsidiaries as a reserve in accordance with GAAP against any liabilities associated with the asset disposed of in such transaction and retained by the Company or any of its Restricted Subsidiaries after such sale or other disposition thereof, including pension and other post-employment benefit liabilities and liabilities related to environmental matters or against any indemnification obligations associated with such transaction.

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

          “Notes” means any Note authenticated and delivered under this Indenture. For all purposes of this Indenture, the term “Notes” shall also include any Additional Notes that may be issued under a supplemental indenture.

          “Obligations” means any principal, interest (including any interest accruing subsequent to the filing of a petition in bankruptcy, reorganization or similar proceeding at the rate provided for in the documentation with respect thereto, whether or not such interest is an allowed claim under applicable state, federal or foreign law), penalties, fees, indemnifications, reimbursements (including reimbursement obligations with respect to letters of credit and banker’s acceptances), damages and other liabilities, and guarantees of payment of such principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities, payable under the documentation governing any Indebtedness.

          “Offering Memorandum” means the offering memorandum, dated November 21, 2005, relating to the sale of the Initial Notes.

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          “Officer” means the Chairman of the Board, the Chief Executive Officer, the Chief Financial Officer, the President, any Executive Vice President, Senior Vice President or Vice President, the Treasurer, the Secretary or any other authorized Person of the Company, a U.S. Issuer or a Guarantor, as applicable.

          “Officer’s Certificate” means a certificate signed on behalf of a Person by an Officer of such Person, who must be the principal executive officer, the principal financial officer, the treasurer, the principal accounting officer, or any other authorized Officer of such Person, that meets the requirements set forth in this Indenture.

          “Opinion of Counsel” means a written opinion from legal counsel who is acceptable to the Trustee. The counsel may be an employee of or counsel to the Company or the Trustee.

          “Participant” means, with respect to the Depositary, Euroclear or Clearstream, a Person who has an account with the Depositary, Euroclear or Clearstream, respectively (and, with respect to DTC, shall include Euroclear and Clearstream).

          “Permitted Asset Swap” means the concurrent purchase and sale or exchange of Related Business Assets or a combination of Related Business Assets and cash or Cash Equivalents between the Company or any of its Restricted Subsidiaries and another Person; provided, however, that any cash or Cash Equivalents received must be applied in accordance with Section 4.10 hereof.

          “Permitted Holders” means each of the Investors and members of management of the Company (or its direct or indirect parent companies) who are holders of Equity Interests of the Company (or any of its direct or indirect parent companies) on the Issue Date and any group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act or any successor provision) of which any of the foregoing are members; provided, however,that, in the case of such group and without giving effect to the existence of such group or any other group, such Investors and members of management, collectively, have beneficial ownership of more than 50% of the total voting power of the Voting Stock of the Company or any of its direct or indirect parent companies.

          “Permitted Investments” means:

     (1) any Investment in the Company or any of its Restricted Subsidiaries;

     (2) any Investment in cash and Cash Equivalents or Investment Grade Securities;

     (3) any Investment by the Company or any of its Restricted Subsidiaries in a Person that is engaged in a Similar Business if as a result of such Investment:

     (a) such Person becomes a Restricted Subsidiary; or

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     (b) such Person, in one transaction or a series of related transactions, is merged or consolidated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, the Company or a Restricted Subsidiary,

and, in each case, any Investment held by such Person; provided, however, that such Investment was not acquired by such Person in contemplation of such acquisition, merger, consolidation or transfer;

     (4) any Investment in securities or other assets not constituting cash, Cash Equivalents or Investment Grade Securities and received in connection with an Asset Sale made pursuant to the provisions of Section 4.10 hereof or any other disposition of assets not constituting an Asset Sale;

     (5) any Investment existing on the Issue Date;

     (6) any Investment acquired by the Company or any of its Restricted Subsidiaries:

     (a) in exchange for any other Investment or accounts receivable held by the Company or any such Restricted Subsidiary in connection with or as a result of a bankruptcy, workout, reorganization or recapitalization of the Company of such other Investment or accounts receivable; or

     (b) as a result of a foreclosure by the Company or any of its Restricted Subsidiaries with respect to any secured Investment or other transfer of title with respect to any secured Investment in default;

     (7) Hedging Obligations permitted under clause (10) of Section 4.09(b) hereof;

     (8) Investments the payment for which consists of Equity Interests (exclusive of Disqualified Stock) of the Company, or any of its direct or indirect parent companies; provided, however, that such Equity Interests will not increase the amount available for Restricted Payments under clause (3) of Section 4.07(a) hereof;

     (9) guarantees of Indebtedness permitted under Section 4.09 hereof;

     (10) any transaction to the extent it constitutes an Investment that is permitted and made in accordance with the provisions of Section 4.11(b) hereof (except transactions set forth in clauses (2), (5) and (9) of Section 4.11(b) hereof);

     (11) Investments relating to a Receivables Subsidiary that, in the good faith determination of the Company are necessary or advisable to effect transactions contemplated under the Receivables Facility;

     (12) additional Investments having an aggregate fair market value, taken together with all other Investments made pursuant to this clause (12) that are at that time

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outstanding (without giving effect to the sale of an Unrestricted Subsidiary to the extent the proceeds of such sale do not consist of cash or marketable securities), not to exceed the greater of $100.0 million and 4.0% of Total Assets at the time of such Investment (with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value);

     (13) any Investment in a Qualified Joint Venture having an aggregate fair market value, taken together with all other Investments made pursuant to this clause (13) that are at that time outstanding, not to exceed $50.0 million and 2.0% of Total Assets at the time of such Investment (with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value);

     (14) advances to, or guarantees of Indebtedness of, employees not in excess of $15.0 million outstanding at any one time, in the aggregate; and

     (15) loans and advances to officers, directors and employees for business-related travel expenses, moving expenses and other similar expenses, in each case incurred in the ordinary course of business or consistent with past practices or to fund such Person’s purchase of Equity Interests of the Company or any direct or indirect parent company thereof.

          “Permitted Junior Securities” means:

     (1) Equity Interests in any Issuer, any Guarantor or any direct or indirect parent of the Company; or

     (2) debt securities that are subordinated to all Senior Indebtedness (and any debt securities issued in exchange for Senior Indebtedness) to substantially the same extent as, or to a greater extent than, the Notes and the related Guarantees are subordinated to Senior Indebtedness under this Indenture.

          “Permitted Liens” means, with respect to any Person:

     (1) pledges or deposits by such Person under workmen’s compensation laws, unemployment insurance laws or similar legislation, or good faith deposits in connection with bids, tenders, contracts (other than for the payment of Indebtedness) or leases to which such Person is a party, or deposits to secure public or statutory obligations of such Person or deposits of cash or U.S. government bonds to secure surety or appeal bonds to which such Person is a party, or deposits as security for contested taxes or import duties or for the payment of rent, in each case incurred in the ordinary course of business;

     (2) Liens imposed by law, such as carriers’, warehousemen’s and mechanics’ Liens, in each case for sums not yet overdue for a period of more than 30 days or being contested in good faith by appropriate proceedings or other Liens arising out of judgments or awards against such Person with respect to which such Person shall then be

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proceeding with an appeal or other proceedings for review if adequate reserves with respect thereto are maintained on the books of such Person in accordance with GAAP;

     (3) Liens for taxes, assessments or other governmental charges not yet overdue for a period of more than 30 days or payable or subject to penalties for nonpayment or which are being contested in good faith by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of such Person in accordance with GAAP;

     (4) Liens in favor of Issuers of performance and surety bonds or bid bonds or with respect to other regulatory requirements or letters of credit issued pursuant to the request of and for the account of such Person in the ordinary course of its business;

     (5) minor survey exceptions, minor encumbrances, easements or reservations of, or rights of others for, licenses, rights-of-way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions as to the use of real properties or Liens incidental, to the conduct of the business of such Person or to the ownership of its properties which were not incurred in connection with Indebtedness and which do not in the aggregate materially adversely affect the value of said properties or materially impair their use in the operation of the business of such Person;

     (6) Liens securing Indebtedness permitted to be incurred pursuant to clause (4) or (12)(b) of Section 4.09(b) hereof;

     (7) Liens existing on the Issue Date;

     (8) Liens on property or shares of stock of a Person at the time such Person becomes a Subsidiary; provided, however, such Liens are not created or incurred in connection with, or in contemplation of, such other Person becoming such a Subsidiary; provided, further, however, that such Liens may not extend to any other property owned by the Company or any of its Restricted Subsidiaries;

     (9) Liens on property at the time the Company or a Restricted Subsidiary acquired the property, including any acquisition by means of a merger or consolidation with or into the Company or any of its Restricted Subsidiaries; provided, however, that such Liens are not created or incurred in connection with, or in contemplation of, such acquisition; provided, further, however, that the Liens may not extend to any other property owned by the Company or any of its Restricted Subsidiaries;

     (10) Liens securing Indebtedness or other obligations of a Restricted Subsidiary owing to the Company or another Restricted Subsidiary permitted to be incurred in accordance with Section 4.09 hereof;

     (11) Liens securing Hedging Obligations so long as related Indebtedness is, and is permitted to be under this Indenture, secured by a Lien on the same property securing such Hedging Obligations;

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

     (13) leases, subleases, licenses or sublicenses granted to others in the ordinary course of business which do not materially interfere with the ordinary conduct of the business of the Company or any of its Restricted Subsidiaries and do not secure any Indebtedness;

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

     (15) Liens in favor of any Issuer or any Guarantor;

     (16) Liens on equipment of the Company or any of its Restricted Subsidiaries granted in the ordinary course of business to the Company’s clients;

     (17) Liens on accounts receivable and related assets incurred in connection with a Receivables Facility;

     (18) Liens to secure any refinancing, refunding, extension, renewal or replacement (or successive refinancing, refunding, extensions, renewals or replacements) as a whole, or in part, of any Indebtedness secured by any Lien referred to in the foregoing clauses (6), (7), (8) and (9); provided, however, that (a) such new Lien shall be limited to all or part of the same property that secured the original Lien (plus improvements on such property), and (b) the Indebtedness secured by such Lien at such time is not increased to any amount greater than the sum of (i) the outstanding principal amount or, if greater, committed amount of the Indebtedness set forth under clauses (6), (7), (8) and (9) at the time the original Lien became a Permitted Lien under this Indenture, and (ii) an amount necessary to pay any fees and expenses, including premiums, related to such refinancing, refunding, extension, renewal or replacement;

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

     (20) other Liens securing obligations incurred in the ordinary course of business which obligations do not exceed $25.0 million at any one time outstanding;

     (21) Liens securing judgments for the payment of money not constituting an Event of Default under clause (5) under Section 6.01(a) hereof so long as such Liens are adequately bonded and any appropriate legal proceedings that may have been duly initiated for the review of such judgment have not been finally terminated or the period within which such proceedings may be initiated has not expired;

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     (22) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods in the ordinary course of business;

     (23) Liens (i) of a collection bank arising under Section 4-210 of the Uniform Commercial Code, or any successor or comparable provision, on items in the course of collection, (ii) attaching to commodity trading accounts or other commodity brokerage accounts incurred in the ordinary course of business, and (iii) in favor of banking institutions arising as a matter of law encumbering deposits (including the right of set-off) and which are within the general parameters customary in the banking industry;

     (24) Liens deemed to exist in connection with Investments in repurchase agreements permitted under Section 4.09 hereof; provided that such Liens do not extend to any assets other than those that are the subject of such repurchase agreement;

     (25) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes; and

     (26) Liens that are contractual rights of set-off (i) relating to the establishment of depository relations with banks not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts of the Company or any of its Restricted Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Company and its Restricted Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Company or any of its Restricted Subsidiaries in the ordinary course of business.

          For purposes of this definition, the term “Indebtedness” shall be deemed to include interest on such Indebtedness.

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

          “Preferred Stock” means any Equity Interest with preferential rights of payment of dividends or upon liquidation, dissolution, or winding up.

          “Private Placement Legend” means the legend set forth in Section 2.06(g)(i) hereof to be placed on all Notes issued under this Indenture, except where otherwise permitted by the provisions of this Indenture.

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

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          “Qualified Joint Venture” means a Person (i) at least 50% of the Voting Stock of which is beneficially owned by the Company or a Restricted Subsidiary and (ii) which engages in only a Similar Business.

          “Qualified Proceeds” means assets that are used or useful in, or Capital Stock of any Person engaged in, a Similar Business; provided, however, that the fair market value of any such assets or Capital Stock shall be determined by the Company in good faith.

          “Rating Agencies” means Moody’s and S&P or if Moody’s or S&P or both shall not make a rating on the Notes publicly available, a nationally recognized statistical rating agency or agencies, as the case may be, selected by the Company which shall be substituted for Moody’s or S&P or both, as the case may be.

          “Receivables Facility” means one or more receivables financing facilities as amended, supplemented, modified, extended, renewed, restated or refunded from time to time, the Obligations of which are non-recourse (except for customary representations, warranties, covenants and indemnities made in connection with such facilities) to the Company or any of its Restricted Subsidiaries (other than a Receivables Subsidiary) pursuant to which the Company or any of its Restricted Subsidiaries sells its accounts receivable to either (a) a Person that is not a Restricted Subsidiary or (b) a Receivables Subsidiary that in turn sells its accounts receivable to a Person that is not a Restricted Subsidiary.

          “Receivables Fees” means distributions or payments made directly or by means of discounts with respect to any accounts receivable or participation interest therein issued or sold in connection with, and other fees paid to a Person that is not a Restricted Subsidiary in connection with, any Receivables Facility.

          “Receivables Subsidiary” means any Subsidiary formed for the purpose of, and that solely engages only in one or more Receivables Facilities and other activities reasonably related thereto.

          “Record Date” for the interest or Additional Interest, if any, payable on any applicable Interest Payment Date means May 15 or November 15 (whether or not a Business Day) next preceding such Interest Payment Date.

          “Registration Rights Agreement” means the Registration Rights Agreement related to the Notes dated as of the Issue Date, among the Issuers, the Guarantors and the Initial Purchasers, with respect to the Notes, as such agreement may be amended, modified or supplemented from time to time, and any similar registration rights agreement governing Additional Notes, as such agreement(s) may be amended, modified or supplemented from time to time, unless the context indicates otherwise.

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

          “Regulation S Global Note” means a Regulation S Temporary Global Note or Regulation S Permanent Global Note, as applicable.

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          “Regulation S Permanent Global Note” means a permanent Global Note in the form of Exhibit A hereto, bearing the Global Note Legend and the Private Placement Legend and deposited with or on behalf of and registered in the name of the Depositary or its nominee, issued in a denomination equal to the outstanding principal amount of the Regulation S Temporary Global Note upon expiration of the Restricted Period.

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

          “Regulation S Temporary Global Note Legend” means the legend set forth in Section 2.06(g)(iii) hereof.

          “Related Business Assets” means assets (other than cash or Cash Equivalents) used or useful in a Similar Business; provided, however, that any assets received by the Company or a Restricted Subsidiary in exchange for assets transferred by the Company or a Restricted Subsidiary shall not be deemed to be Related Business Assets if they consist of securities of a Person, unless upon receipt of the securities of such Person, such Person would become a Restricted Subsidiary.

          “Relevant Jurisdiction” shall have the definition set forth in Section 4.17 hereof.

          “Representative” means any trustee, agent or representative (if any) for an issue of Senior Indebtedness of the Company.

          “Responsible Officer” means, when used with respect to the Trustee, any officer within the corporate trust department of the Trustee, including any vice president, assistant vice president, assistant secretary, assistant treasurer, trust officer or any other officer of the Trustee who customarily performs functions similar to those performed by the Persons who at the time shall be such officers, respectively, or to whom any corporate trust matter is referred because of such Person’s knowledge of and familiarity with the particular subject and who shall have direct responsibility for the administration of this Indenture.

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

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

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

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

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          “Restricted Subsidiary” means, at any time, any direct or indirect Subsidiary of the Company (including the U.S. Issuers) that is not then an Unrestricted Subsidiary; provided, however, that upon the occurrence of an Unrestricted Subsidiary ceasing to be an Unrestricted Subsidiary, such Subsidiary shall be included in the definition of “Restricted Subsidiary.”

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

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

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

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

          “S&P” means Standard & Poor’s, a division of The McGraw-Hill Companies, Inc., and any successor to its rating agency business.

          “Sale and Lease-Back Transaction” means any arrangement providing for the leasing by the Company or any of its Restricted Subsidiaries of any real or tangible personal property, which property has been or is to be sold or transferred by the Company or such Restricted Subsidiary to a third Person in contemplation of such leasing.

          “SEC” means the U.S. Securities and Exchange Commission.

          “Secured Indebtedness” means any Indebtedness of the Company or any of its Restricted Subsidiaries secured by a Lien.

          “Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder.

          “Senior Credit Facilities” means the credit facility under the credit agreement to be entered into as of the Issue Date by and among Avago Technologies Finance Pte. Ltd. and certain of its subsidiaries, as Borrowers, Avago Technologies Holding Pte. Ltd., Citicorp North America, Inc., as administrative agent, Citigroup Global Markets Inc., as joint lead arranger and joint lead bookrunner, Lehman Brothers Inc., as joint lead arranger, joint lead bookrunner and syndication agent, and Credit Suisse, as documentation agent, including any guarantees, collateral documents, instruments and agreements executed in connection therewith.

          “Senior Indebtedness” means:

     (1) all Indebtedness of any Issuer or any Guarantor outstanding under the Senior Credit Facilities or Senior Notes and related Guarantees (including interest accruing on or after the filing of any petition in bankruptcy or similar proceeding or for reorganization of the Issuers or any Guarantor (at the rate provided for in the documentation with respect thereto, regardless of whether or not a claim for post-filing interest is allowed in such proceedings)), and any and all other fees, expense reimbursement obligations, indemnification amounts, penalties, and other amounts (whether existing on the Issue Date or thereafter created or incurred) and all obligations

30

of the Issuers or any Guarantor to reimburse any bank or other Person in respect of amounts paid under letters of credit, acceptances or other similar instruments;

     (2) all Hedging Obligations (and guarantees thereof) owing to a Lender (as defined in the Senior Credit Facilities) or any Affiliate of such Lender (or any Person that was a Lender or an Affiliate of such Lender at the time the applicable agreement giving rise to such Hedging Obligation was entered into), provided that such Hedging Obligations are permitted to be incurred under the terms of this Indenture;

     (3) any other Indebtedness of the Issuers or any Guarantor permitted to be incurred under the terms of this Indenture, unless the instrument under which such Indebtedness is incurred expressly provides that it is on a parity with or subordinated in right of payment to the Notes or any related Guarantee; and

     (4) all Obligations with respect to the items listed in the preceding clauses (1), (2) and (3);

provided, however, that Senior Indebtedness shall not include:

     (a) any obligation of such Person to the Issuers or any of its Subsidiaries;

     (b) any liability for federal, state, local or other taxes owed or owing by such Person;

     (c) any accounts payable or other liability to trade creditors arising in the ordinary course of business;

     (d) any Indebtedness or other Obligation of such Person which is subordinate or junior in any respect to any other Indebtedness or other Obligation of such Person; or

     (e) that portion of any Indebtedness which at the time of incurrence is incurred in violation of this Indenture.

          “Senior Notes” means the 10 ¹/₈% Senior Notes due 2013 and the Senior Floating Rate Notes due 2013 of the Issuers.

          “Senior Subordinated Indebtedness” means:

     (1) with respect to the Company, Indebtedness which ranks equal in right of payment to the Notes issued by the Company; and

     (2) with respect to any Guarantor, Indebtedness which ranks equal in right of payment to the Guarantee of such entity of the Notes.

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

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

          “Similar Business” means any business conducted or proposed to be conducted by the Company and its Restricted Subsidiaries on the Issue Date or any business that is similar, reasonably related, incidental or ancillary thereto.

          “Sponsor Advisory Agreement” means the Advisory Agreement between certain of the management companies associated with the Investors as in effect on the Issue Date.

          “Stated Maturity” means, except as otherwise provided, with respect to any Indebtedness, the dates specified in such Indebtedness as the fixed dates on which the principal and/or interest of such Indebtedness are due and payable, including pursuant to any mandatory redemption provision (but excluding any provision providing for the repurchase or repayment of such Indebtedness at the option of the holder thereof or the lender thereunder upon the happening of any contingency unless such contingency has occurred).

          “Storage Sale” means the sale by the Company of the storage products business of the Company and its Restricted Subsidiaries as described in the Offering Memorandum.

          “Subordinated Indebtedness” means, with respect to the Notes,

     (1) any Indebtedness of any Issuer which is by its terms subordinated in right of payment to the Notes, and

     (2) any Indebtedness of any Guarantor which is by its terms subordinated in right of payment to the Guarantee of such entity of the Notes.

          “Subsidiary” means, with respect to any Person:

     (1) any corporation, association, or other business entity (other than a partnership, joint venture, limited liability company or similar entity) of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time of determination owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof or is consolidated under GAAP with such Person at such time; and

     (2) any partnership, joint venture, limited liability company or similar entity of which

     (x) more than 50% of the capital accounts, distribution rights, total equity and voting interests or general or limited partnership interests, as applicable, are owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof whether

32

in the form of membership, general, special or limited partnership or otherwise, and

     (y) such Person or any Restricted Subsidiary of such Person is a controlling general partner or otherwise controls such entity.

          “Total Assets” means the total assets of the Company and its Restricted Subsidiaries on a consolidated basis, as shown on the most recent balance sheet of the Company or such other Person as may be expressly stated.

          “Transactions” means the transactions contemplated by the Transaction Agreement, the issuance of the Notes and the Senior Notes and the Senior Credit Facilities as in effect on the Issue Date.

          “Transaction Agreement” means the Asset Purchase Agreement, dated as of August 14, 2005, between Agilent and Argos Acquisition Pte. Ltd.

          “Treasury Rate” means, as of any Redemption Date, the yield to maturity as of such Redemption Date of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available at least two Business Days prior to the Redemption Date (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from the Redemption Date to December 1, 2010; provided, however, that if the period from the Redemption Date to December 1, 2010 is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year will be used.

          “Trust Indenture Act” means the Trust Indenture Act of 1939, as amended (15 U.S.C §§ 77aaa-777bbbb).

          “Trustee” means The Bank of New York, as trustee, until a successor replaces it in accordance with the applicable provisions of this Indenture and thereafter means the successor serving hereunder.

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

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

          “Unrestricted Subsidiary” means:

     (1) any Subsidiary of the Company which at the time of determination is an Unrestricted Subsidiary (as designated by the Company, as provided below); and

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     (2) any Subsidiary of an Unrestricted Subsidiary.

          The Company may designate any Subsidiary of the Company (including any existing Subsidiary and any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on, any property of, the Company or any Subsidiary of the Company (other than solely any Subsidiary of the Subsidiary to be so designated); provided, however, that

     (1) any Unrestricted Subsidiary must be an entity of which the Equity Interests entitled to cast at least a majority of the votes that may be cast by all Equity Interests having ordinary voting power for the election of directors or Persons performing a similar function are owned, directly or indirectly, by the Company;

     (2) such designation complies with Section 4.07 hereof; and

     (3) each of:

     (a) the Subsidiary to be so designated; and

     (b) its Subsidiaries

          has not at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of the Company or any Restricted Subsidiary.

          The Company may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that, immediately after giving effect to such designation, no Default shall have occurred and be continuing and either:

     (1) the Company could incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a) hereof; or

     (2) the Fixed Charge Coverage Ratio for the Company its Restricted Subsidiaries would be greater than such ratio for the Company and its Restricted Subsidiaries immediately prior to such designation,

in each case on a pro forma basis taking into account such designation.

          Any such designation by the Company shall be notified by the Company to the Trustee by promptly filing with the Trustee a copy of the resolution of the board of directors of the Company or any committee thereof giving effect to such designation and an Officer’s Certificate certifying that such designation complied with the foregoing provisions.

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

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          “Voting Stock” of any Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the board of directors of such Person.

          “Weighted Average Life to Maturity” means, when applied to any Indebtedness, Disqualified Stock or Preferred Stock, as the case may be, at any date, the quotient obtained by dividing:

     (1) the sum of the products of the number of years from the date of determination to the date of each successive scheduled principal payment of such Indebtedness or redemption or similar payment with respect to such Disqualified Stock or Preferred Stock multiplied by the amount of such payment; by

     (2) the sum of all such payments.

          “Wholly Owned Subsidiary” of any Person means a Subsidiary of such Person, 100% of the outstanding Equity Interests of which (other than directors’ qualifying shares) shall at the time be owned by such Person or by one or more Wholly Owned Subsidiaries of such Person.

Section 1.02 Other Definitions.

	Defined in
Term	Section
“Acceptable Commitment”		4.10	(b)
“Additional Amounts”		4.17
“Affiliate Transaction”		4.11	(a)
“Asset Sale Offer”		4.10	(c)
“Auditor’s Determination”		11.02	(d)
“Authentication Order”		2.02
“Blockage Notice”		10.03
“Change of Control Offer”		4.14	(a)
“Change of Control Payment”		4.14	(a)
“Change of Control Payment Date”		4.14	(a)
“Claims”		11.02	(b)
“Covenant Defeasance”		8.03
“Covenant Suspension Event”		4.16	(a)
“DTC”		2.03
“Enforcement Notice”		11.02	(d)
“Event of Default”		6.01	(a)
“Excess Proceeds”		4.10	(c)
“Guarantee Blockage Notice”		12.03
“Guarantee Payment Blockage Period”		12.03
“Guarantor Payment Default”		12.03
“incur”		4.09	(a)

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	Defined in
Term	Section
“Legal Defeasance”		8.02
“Management Determination”		11.02	(d)
“Non-Guarantor Payment Default”		12.03
“Non-Payment Default”		10.03
“Note Register”		2.03
“Offer Amount”		3.10	(b)
“Offer Period”		3.10	(b)
“Pari Passu Indebtedness”		4.10	(c)
“Paying Agent”		2.03
“Payment Blockage Period”		10.03
“Payment Default”		10.03
“pay the Notes”		10.03
“pay its Guarantee”		12.03
“Purchase Date”		3.10	(b)
“Redemption Date”		3.07	(a)
“Refinancing Indebtedness”		4.09	(b)
“Refunding Capital Stock”		4.07	(b)
“Registrar”		2.03
“Relevant Jurisdiction”		4.17
“Restricted Payments”		4.07	(a)
“Second Commitment”		4.10	(b)
“Successor Company”		5.01	(a)
“Successor Person”		5.01	(b)
“Suspended Covenants”		4.16	(a)
“Suspension Date”		4.16	(a)
“Treasury Capital Stock”		4.07	(b)
“U.S. Filer”		4.03	(a)

Section 1.03 Incorporation by Reference of Trust Indenture Act.

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

          The following Trust Indenture Act terms used in this Indenture have the following meanings:

          “indenture securities” means the Notes;

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

          “indenture to be qualified” means this Indenture;

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

          “obligor” on the Notes and the Guarantees means the Issuers and the Guarantors, respectively, and any successor obligor upon the Notes and the Guarantees, respectively.

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

Section 1.04 Rules of Construction.

          Unless the context otherwise requires:

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

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

     (c) “or” is not exclusive;

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

     (e) “will” shall be interpreted to express a command;

     (f) provisions apply to successive events and transactions;

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

     (h) unless the context otherwise requires, any reference to an “Article,” “Section” or “clause” refers to an Article, Section or clause, as the case may be, of this Indenture; and

     (i) the words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Indenture as a whole and not any particular Article, Section, clause or other subdivision.

Section 1.05 Acts of Holders.

          (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by an agent duly appointed in writing. Except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments or record or both are delivered to the Trustee and, where it is hereby expressly required, to the Issuers. Proof of

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execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, shall be sufficient for any purpose of this Indenture and (subject to Section 7.01) conclusive in favor of the Trustee and the Issuers, if made in the manner provided in this Section 1.05.

          (b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by the certificate of any notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by or on behalf of any legal entity other than an individual, such certificate or affidavit shall also constitute proof of the authority of the Person executing the same. The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other manner that the Trustee deems sufficient.

          (c) The ownership of Notes shall be proved by the Note Register.

          (d) Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Note shall bind every future Holder of the same Note and the Holder of every Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, in respect of any action taken, suffered or omitted by the Trustee or the Issuers in reliance thereon, whether or not notation of such action is made upon such Note.

          (e) The Issuers may, in the circumstances permitted by the Trust Indenture Act, set a record date for purposes of determining the identity of Holders entitled to give any request, demand, authorization, direction, notice, consent, waiver or take any other act, or to vote or consent to any action by vote or consent authorized or permitted to be given or taken by Holders. Unless otherwise specified, if not set by the Issuers prior to the first solicitation of a Holder made by any Person in respect of any such action, or in the case of any such vote, prior to such vote, any such record date shall be the later of 30 days prior to the first solicitation of such consent or the date of the most recent list of Holders furnished to the Trustee prior to such solicitation.

          (f) Without limiting the foregoing, a Holder entitled to take any action hereunder with regard to any particular Note may do so with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents, each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Any notice given or action taken by a Holder or its agents with regard to different parts of such principal amount pursuant to this paragraph shall have the same effect as if given or taken by separate Holders of each such different part.

          (g) Without limiting the generality of the foregoing, a Holder, including DTC that is the Holder of a Global Note, may make, give or take, by a proxy or proxies duly appointed in writing, any request, demand, authorization, direction, notice, consent, waiver or other action provided in this Indenture to be made, given or taken by Holders, and DTC that is the Holder of

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a Global Note may provide its proxy or proxies to the beneficial owners of interests in any such Global Note through such depositary’s standing instructions and customary practices.

          (h) The Issuers may fix a record date for the purpose of determining the Persons who are beneficial owners of interests in any Global Note held by DTC entitled under the procedures of such depositary to make, give or take, by a proxy or proxies duly appointed in writing, any request, demand, authorization, direction, notice, consent, waiver or other action provided in this Indenture to be made, given or taken by Holders. If such a record date is fixed, the Holders on such record date or their duly appointed proxy or proxies, and only such Persons, shall be entitled to make, give or take such request, demand, authorization, direction, notice, consent, waiver or other action, whether or not such Holders remain Holders after such record date. No such request, demand, authorization, direction, notice, consent, waiver or other action shall be valid or effective if made, given or taken more than 90 days after such record date.

ARTICLE 2

THE NOTES

Section 2.01 Form and Dating; Terms.

          (a) General. The Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit A hereto. The Notes may have notations, legends or endorsements required by law, stock exchange rules or usage. Each Note shall be dated the date of its authentication. The Notes shall be in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.

          (b) Global Notes. Notes issued in global form shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Notes issued in definitive form shall be substantially in the form of Exhibit A attached hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such of the outstanding Notes as shall be specified in the “Schedule of Exchanges of Interests in the Global Note” attached thereto and each shall provide that it shall represent up to the aggregate principal amount of Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as applicable, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof.

          (c) Temporary Global Notes. Notes offered and sold in reliance on Regulation S shall be issued initially in the form of the Regulation S Temporary Global Note, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, as custodian for the Depositary, and registered in the name of the Depositary or the nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear

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or Clearstream, duly executed by the Issuers and authenticated by the Trustee as hereinafter provided. The Restricted Period shall be terminated upon the receipt by the Trustee of:

     (i) a written certificate from the Depositary, together with copies of certificates from Euroclear and Clearstream certifying that they have received certification of non-United States beneficial ownership of 100% of the aggregate principal amount of the Regulation S Temporary Global Note (except to the extent of any beneficial owners thereof who acquired an interest therein during the Restricted Period pursuant to another exemption from registration under the Securities Act and who shall take delivery of a beneficial ownership interest in a 144A Global Note bearing a Private Placement Legend, all as contemplated by Section 2.06(b) hereof); and

     (ii) an Officer’s Certificate from the Company.

          Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in the Regulation S Permanent Global Note pursuant to the Applicable Procedures. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee shall cancel the Regulation S Temporary Global Note. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided.

          (d) Terms. The aggregate principal amount of Notes that may be authenticated and delivered under this Indenture is unlimited.

          The terms and provisions contained in the Notes shall constitute, and are hereby expressly made, a part of this Indenture and the Issuers, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling.

          Additional Notes ranking pari passu with the Initial Notes may be created and issued from time to time by the Issuers without notice to or consent of the Holders and shall be consolidated with and form a single class with the Initial Notes and shall have the same terms as to status, redemption or otherwise as the Initial Notes; provided that the Issuers’ ability to issue Additional Notes shall be subject to the Issuers’ compliance with Section 4.09 hereof. Any Additional Notes shall be issued with the benefit of an indenture supplemental to this Indenture.

          (e) Euroclear and Clearstream Procedures Applicable. The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream shall be applicable to transfers of beneficial interests in the Regulation S Temporary Global Note and the Regulation S Permanent Global Notes that are held by Participants through Euroclear or Clearstream.

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Section 2.02 Execution and Authentication.

          At least one Officer of each Issuer shall execute the Notes on behalf of such Issuer by manual or facsimile signature.

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

          A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A attached hereto, as the case may be, by the manual or facsimile signature of the Trustee. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture.

          On the Issue Date, the Trustee shall, upon receipt of an Issuers’ Order (an “Authentication Order”), authenticate and deliver the Initial Notes. In addition, at any time, from time to time, the Trustee shall upon an Authentication Order authenticate and deliver any Additional Notes and Exchange Notes for an aggregate principal amount specified in such Authentication Order for such Additional Notes or Exchange Notes issued hereunder.

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

Section 2.03 Registrar and Paying Agent.

          The Issuers shall maintain an office or agency where Notes may be presented for registration of transfer or for exchange (“Registrar”) and an office or agency where Notes may be presented for payment (“Paying Agent”). The Registrar shall keep a register of the Notes (“Note Register”), which shall record the transfer and exchange of the Notes. The Issuers may appoint one or more co-registrars and one or more additional paying agents. The term “Registrar” includes any co-registrar and the term “Paying Agent” includes any additional paying agent. The Issuers may change any Paying Agent or Registrar without prior notice to any Holder. The Issuers shall notify the Trustee in writing of the name and address of any Agent not a party to this Indenture. If the Issuers fail to appoint or maintain another entity as Registrar or Paying Agent, the Trustee shall act as such. The Company or any of its Subsidiaries may act as Paying Agent or Registrar.

          The Issuers initially appoint The Depository Trust Company (“DTC”) to act as Depositary with respect to the Global Notes.

          The Issuers initially appoint the Trustee to act as the Paying Agent and Registrar for the Notes and to act as Custodian with respect to the Global Notes.

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Section 2.04 Paying Agent to Hold Money in Trust.

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

Section 2.05 Holder Lists.

          The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of all Holders and shall otherwise comply with Trust Indenture Act Section 312(a). If the Trustee is not the Registrar, the Issuers shall furnish to the Trustee at least two Business Days before each Interest Payment Date and at such other times as the Trustee may request in writing, a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of the Holders of Notes and the Issuers shall otherwise comply with Trust Indenture Act Section 312(a).

Section 2.06 Transfer and Exchange.

          (a) Transfer and Exchange of Global Notes. Except as otherwise set forth in this Section 2.06, a Global Note may be transferred, in whole and not in part, only to another nominee of the Depositary or to a successor Depositary or a nominee of such successor Depositary. A beneficial interest in a Global Note may not be exchanged for a Definitive Note unless (i) the Depositary (x) notifies the Issuers that it is unwilling or unable to continue as Depositary for such Global Note or (y) has ceased to be a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Issuers within 120 days or (ii) there shall have occurred and be continuing an Event of Default with respect to the Notes. Upon the occurrence of any of the preceding events in (i) or (ii) above, Definitive Notes delivered in exchange for any Global Note or beneficial interests therein will be registered in the names, and issued in any approved denominations, requested by or on behalf of the Depositary (in accordance with its customary procedures). Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Definitive Notes issued subsequent to any of the preceding events in (i) or (ii) above and pursuant to Section 2.06(c) hereof. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a); provided,

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however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (f) hereof.

          (b) Transfer and Exchange of Beneficial Interests in the Global Notes. The transfer and exchange of beneficial interests in the Global Notes shall be effected through the Depositary, in accordance with the provisions of this Indenture and the Applicable Procedures. Beneficial interests in the Restricted Global Notes shall be subject to restrictions on transfer comparable to those set forth herein to the extent required by the Securities Act. Transfers of beneficial interests in the Global Notes also shall require compliance with either subparagraph (i) or (ii) below, as applicable, as well as one or more of the other following subparagraphs, as applicable:

     (i) Transfer of Beneficial Interests in the Same Global Note. Beneficial interests in any Restricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in the same Restricted Global Note in accordance with the transfer restrictions set forth in the Private Placement Legend; provided, however, that prior to the expiration of the Restricted Period, transfers of beneficial interests in the Regulation S Temporary Global Note may not be made to a U.S. Person or for the account or benefit of a U.S. Person (other than an Initial Purchaser). Beneficial interests in any Unrestricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note. No written orders or instructions shall be required to be delivered to the Registrar to effect the transfers set forth in this Section 2.06(b)(i).

     (ii) All Other Transfers and Exchanges of Beneficial Interests in Global Notes. In connection with all transfers and exchanges of beneficial interests that are not subject to Section 2.06(b)(i) hereof, the transferor of such beneficial interest must deliver to the Registrar either (A) (1) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to credit or cause to be credited a beneficial interest in another Global Note in an amount equal to the beneficial interest to be transferred or exchanged and (2) instructions given in accordance with the Applicable Procedures containing information regarding the Participant account to be credited with such increase or (B) (1) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to cause to be issued a Definitive Note in an amount equal to the beneficial interest to be transferred or exchanged and (2) instructions given by the Depositary to the Registrar containing information regarding the Person in whose name such Definitive Note shall be registered to effect the transfer or exchange referred to in (1) above; provided that in no event shall Definitive Notes be issued upon the transfer or exchange of beneficial interests in the Regulation S Temporary Global Note prior to (A) the expiration of the Restricted Period and (B) the receipt by the Registrar of any certificates required pursuant to Rule 903. Upon consummation of an Exchange Offer by the Issuers in accordance with Section 2.06(f) hereof, the requirements of this Section 2.06(b)(ii) shall be deemed to have been satisfied upon receipt by the Registrar of the instructions contained in the Letter of Transmittal delivered by the Holder of such beneficial interests in the Restricted Global Notes. Upon

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satisfaction of all of the requirements for transfer or exchange of beneficial interests in Global Notes contained in this Indenture and the Notes or otherwise applicable under the Securities Act, the Trustee shall adjust the principal amount of the relevant Global Note(s) pursuant to Section 2.06(h) hereof.

     (iii) Transfer of Beneficial Interests to Another Restricted Global Note. A beneficial interest in any Restricted Global Note may be transferred to a Person who takes delivery thereof in the form of a beneficial interest in another Restricted Global Note if the transfer complies with the requirements of Section 2.06(b)(ii) hereof and the Registrar receives the following:

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

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

     (iv) Transfer and Exchange of Beneficial Interests in a Restricted Global Note for Beneficial Interests in an Unrestricted Global Note. A beneficial interest in any Restricted Global Note may be exchanged by any holder thereof for a beneficial interest in an Unrestricted Global Note or transferred to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note if the exchange or transfer complies with the requirements of Section 2.06(b)(ii) hereof and:

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

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

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

     (D) the Registrar receives the following:

     (1) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a beneficial

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interest in an Unrestricted Global Note, a certificate from such Holder substantially in the form of Exhibit C hereto, including the certifications in item (1)(a) thereof; or

     (2) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note, a certificate from such holder in the form of Exhibit B hereto, including the certifications in item (4) thereof;

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

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

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

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

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

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

     (B) if such beneficial interest is being transferred to a QIB in accordance with Rule 144A, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (1) thereof;

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     (C) if such beneficial interest is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (2) thereof;

     (D) if such beneficial interest is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (3)(a) thereof;

     (E) if such beneficial interest is being transferred to the Company or any of its Subsidiaries, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (3)(b) thereof; or

     (F) if such beneficial interest is being transferred pursuant to an effective registration statement under the Securities Act, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (3)(c) thereof,

the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 2.06(h) hereof, and the Issuers shall execute and the Trustee shall authenticate and mail to the Person designated in the instructions a Definitive Note in the applicable principal amount. Any Definitive Note issued in exchange for a beneficial interest in a Restricted Global Note pursuant to this Section 2.06(c) shall be registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest shall instruct the Registrar through instructions from the Depositary and the Participant or Indirect Participant. The Trustee shall mail such Definitive Notes to the Persons in whose names such Notes are so registered. Any Definitive Note issued in exchange for a beneficial interest in a Restricted Global Note pursuant to this Section 2.06(c)(i) shall bear the Private Placement Legend and shall be subject to all restrictions on transfer contained therein.

          (ii) Beneficial Interests in Regulation S Temporary Global Note to Definitive Notes. Notwithstanding Sections 2.06(c)(i)(A) and (C) hereof, a beneficial interest in the Regulation S Temporary Global Note may not be exchanged for a Definitive Note or transferred to a Person who takes delivery thereof in the form of a Definitive Note prior to (A) the expiration of the Restricted Period and (B) the receipt by the Registrar of any certificates required pursuant to Rule 903(b)(3)(ii)(B) of the Securities Act, except in the case of a transfer pursuant to an exemption from the registration requirements of the Securities Act other than Rule 903 or Rule 904.

          (iii) Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. A holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note only upon the occurrence of any of the events in clause (i) or (ii) of Section 2.06(a) hereof and if:

     (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the holder of such beneficial

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interest, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (1) a Broker-Dealer, (2) a Person participating in the distribution of the Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the Issuers;

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

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

     (D) the Registrar receives the following:

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

     (2) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such holder substantially in the form of Exhibit B hereto, including the certifications in item (4) thereof;

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

          (iv) Beneficial Interests in Unrestricted Global Notes to Unrestricted Definitive Notes. If any holder of a beneficial interest in an Unrestricted Global Note proposes to exchange such beneficial interest for a Definitive Note or to transfer such beneficial interest to a Person who takes delivery thereof in the form of a Definitive Note, then, upon the occurrence of any of the events in clause (i) or (ii) of Section 2.06(a) hereof and satisfaction of the conditions set forth in Section 2.06(b)(ii) hereof, the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 2.06(h) hereof, and the Issuers shall execute and the Trustee shall authenticate and mail to the Person designated in the instructions a Definitive Note in the applicable principal amount. Any Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.06(c)(iv) shall be registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest shall instruct the Registrar through instructions from or through the Depositary and the Participant or Indirect Participant. The Trustee shall mail such Definitive Notes to the Persons in whose names such Notes are so registered. Any Definitive

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Note issued in exchange for a beneficial interest pursuant to this Section 2.06(c)(iv) shall not bear the Private Placement Legend.

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

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

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

     (B) if such Restricted Definitive Note is being transferred to a QIB in accordance with Rule 144A, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (1) thereof;

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

     (D) if such Restricted Definitive Note is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (3)(a) thereof;

     (E) if such Restricted Definitive Note is being transferred to the Company or any of its Subsidiaries, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (3)(b) thereof; or

     (F) if such Restricted Definitive Note is being transferred pursuant to an effective registration statement under the Securities Act, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (3)(c) thereof,

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

          (ii) Restricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A Holder of a Restricted Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Restricted Definitive Note to a Person

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who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note only if:

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

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

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

     (D) the Registrar receives the following:

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

     (2) if the Holder of such Definitive Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the form of a beneficial interest in the Unrestricted Global Note, a certificate from such Holder substantially in the form of Exhibit B hereto, including the certifications in item (4) thereof;

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

          Upon satisfaction of the conditions of any of the subparagraphs in this Section 2.06(d)(ii), the Trustee shall cancel the Definitive Notes and increase or cause to be increased the aggregate principal amount of the Unrestricted Global Note.

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

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

          (e) Transfer and Exchange of Definitive Notes for Definitive Notes. Upon request by a Holder of Definitive Notes and such Holder’s compliance with the provisions of this Section 2.06(e), the Registrar shall register the transfer or exchange of Definitive Notes. Prior to such registration of transfer or exchange, the requesting Holder shall present or surrender to the Registrar the Definitive Notes duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Registrar duly executed by such Holder or by its attorney, duly authorized in writing. In addition, the requesting Holder shall provide any additional certifications, documents and information, as applicable, required pursuant to the following provisions of this Section 2.06(e):

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

     (A) if the transfer will be made pursuant to a QIB in accordance with Rule 144A, then the transferor must deliver a certificate substantially in the form of Exhibit B hereto, including the certifications in item (1) thereof;

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

     (C) if the transfer will be made pursuant to any other exemption from the registration requirements of the Securities Act, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications required by item (3) thereof, if applicable.

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

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

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

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

     (D) the Registrar receives the following:

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

     (2) if the Holder of such Restricted Definitive Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such Holder substantially in the form of Exhibit B hereto, including the certifications in item (4) thereof;

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

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

          (f) Exchange Offer. Upon the occurrence of the Exchange Offer in accordance with the Registration Rights Agreement, the Issuers shall issue and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee shall authenticate (i) one or more Unrestricted Global Notes in an aggregate principal amount equal to the principal amount of the beneficial interests in the Restricted Global Notes tendered for acceptance by Persons that certify in the applicable Letters of Transmittal that (x) they are not Broker-Dealers, (y) they are not participating in a distribution of the Exchange Notes and (z) they are not affiliates (as defined in Rule 144) of the Issuers, and accepted for exchange in the Exchange Offer and (ii) Unrestricted Definitive Notes in an aggregate principal amount equal to the principal amount of the Restricted Definitive Notes tendered for acceptance by Persons that certify in the applicable Letters of Transmittal that (x) they are not Broker-Dealers, (y) they are not participating in a distribution of the Exchange Notes and (z) they are not affiliates (as defined in Rule 144) of the Issuers, and accepted for exchange in the Exchange Offer. Concurrently with

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the issuance of such Notes, the Trustee shall cause the aggregate principal amount of the applicable Restricted Global Notes to be reduced accordingly, and the Issuers shall execute and the Trustee shall authenticate and mail to the Persons designated by the Holders of Definitive Notes so accepted Unrestricted Definitive Notes in the applicable principal amount. Any Notes that remain outstanding after the consummation of the Exchange Offer, and Exchange Notes issued in connection with the Exchange Offer, shall be treated as a single class of securities under this Indenture.

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

     (i) Private Placement Legend.

     (A) Except as permitted by subparagraph (B) below, each Global Note and each Definitive Note (and all Notes issued in exchange therefor or substitution thereof) shall bear the legend in substantially the following form:

“THE NOTES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR OTHER SECURITIES LAWS. NEITHER THIS NOTE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION UNLESS THE TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF (1) AGREES THAT IT WILL NOT PRIOR TO (X) THE DATE WHICH IS TWO YEARS (OR SUCH SHORTER PERIOD OF TIME AS PERMITTED BY RULE 144(k) UNDER THE SECURITIES ACT OR ANY SUCCESSOR PROVISION THEREUNDER) AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF (OR OF ANY PREDECESSOR OF THIS NOTE) OR THE LAST DAY ON WHICH THE ISSUERS OR ANY AFFILIATE OF THE ISSUERS WAS THE OWNER OF THIS NOTE (OR ANY PREDECESSOR OF THIS NOTE) AND (Y) SUCH LATER DATE, IF ANY, AS MAY BE REQUIRED BY APPLICABLE LAW (THE “RESALE RESTRICTION TERMINATION DATE”), OFFER, SELL OR OTHERWISE TRANSFER THIS NOTE EXCEPT (A) TO THE ISSUERS, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A INSIDE THE UNITED STATES, (D) PURSUANT TO OFFERS AND SALES TO NON U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF

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REGULATION S UNDER THE SECURITIES ACT OR (E) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND (2) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS NOTE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND; PROVIDED THAT THE ISSUERS, THE TRUSTEE AND THE REGISTRAR SHALL HAVE THE RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER (I) PURSUANT TO CLAUSE (D) OR (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND (II) IN EACH OF THE FOREGOING CASES, TO REQUIRE THAT A CERTIFICATION OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS NOTE IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE. AS USED HEREIN, THE TERMS “OFFSHORE TRANSACTION,” “UNITED STATES” AND “U.S. PERSON” HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT.”

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

          (ii) Global Note Legend. Each Global Note shall bear a legend in substantially the following form:

“THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06(h) OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE ISSUERS. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY

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TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (“DTC”) TO THE ISSUERS OR THEIR AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.”

          (iii) Regulation S Temporary Global Note Legend. The Regulation S Temporary Global Note shall bear a legend in substantially the following form:

“THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE, AND THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR CERTIFICATED NOTES, ARE AS SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN).”

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

          (i) General Provisions Relating to Transfers and Exchanges.

          (i) To permit registrations of transfers and exchanges, the Issuers shall execute and the Trustee shall authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.02 hereof or at the Registrar’s request.

          (ii) No service charge shall be made to a holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Issuers may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.07, 2.10, 3.06, 3.10, 4.10, 4.14 and 9.05 hereof).

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          (iii) Neither the Registrar nor the Issuers shall be required to register the transfer of or exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part.

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

          (v) The Issuers shall not be required (A) to issue, to register the transfer of or to exchange any Notes during a period beginning at the opening of business 15 days before the day of any selection of Notes for redemption under Section 3.02 hereof and ending at the close of business on the day of selection, (B) to register the transfer of or to exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part or (C) to register the transfer of or to exchange a Note between a Record Date and the next succeeding Interest Payment Date.

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

          (vii) Upon surrender for registration of transfer of any Note at the office or agency of the Issuers designated pursuant to Section 4.02 hereof, the Issuers shall execute, and the Trustee shall authenticate and mail, in the name of the designated transferee or transferees, one or more replacement Notes of any authorized denomination or denominations of a like aggregate principal amount.

          (viii) At the option of the Holder, Notes may be exchanged for other Notes of any authorized denomination or denominations of a like aggregate principal amount upon surrender of the Notes to be exchanged at such office or agency. Whenever any Global Notes or Definitive Notes are so surrendered for exchange, the Issuers shall execute, and the Trustee shall authenticate and mail, the replacement Global Notes and Definitive Notes that the Holder making the exchange is entitled to in accordance with the provisions of Section 2.02 hereof.

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

Section 2.07 Replacement Notes.

          If any mutilated Note is surrendered to the Trustee, the Registrar or the Issuers and the Trustee receives evidence to their satisfaction of the ownership and destruction, loss or theft of any Note, the Issuers shall issue and the Trustee, upon receipt of an Authentication

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Order, shall authenticate a replacement Note if the Trustee’s requirements are met. If required by the Trustee or the Issuers, an indemnity bond must be supplied by the Holder that is sufficient in the judgment of the Trustee and the Issuers to protect the Issuers, the Trustee, any Agent and any authenticating agent from any loss that any of them may suffer if a Note is replaced. The Issuers may charge for their expenses in replacing a Note.

          Every replacement Note is a contractual obligation of the Issuers and shall be entitled to all of the benefits of this Indenture equally and proportionately with all other Notes duly issued hereunder.

Section 2.08 Outstanding Notes.

          The Notes outstanding at any time are all the Notes authenticated by the Trustee except for those canceled by it, those delivered to it for cancellation, those reductions in the interest in a Global Note effected by the Trustee in accordance with the provisions hereof, and those set forth in this Section 2.08 as not outstanding. Except as set forth in Section 2.09 hereof, a Note does not cease to be outstanding because the Issuers or an Affiliate of the Issuers holds the Note.

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

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

          If the Paying Agent (other than the Issuers, a Subsidiary or an Affiliate of any thereof) holds, on a Redemption Date or at Stated Maturity, money sufficient to pay Notes payable on that date, then on and after that date such Notes shall be deemed to be no longer outstanding and shall cease to accrue interest.

Section 2.09 Treasury Notes.

          In determining whether the Holders of the required principal amount of Notes have concurred in any direction, waiver or consent, Notes owned by the Issuers, or by any Affiliate of the Issuers, shall be considered as though not outstanding, except that for the purposes of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent, only Notes that a Responsible Officer of the Trustee knows are so owned shall be so disregarded. Notes so owned which have been pledged in good faith shall not be disregarded if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right to deliver any such direction, waiver or consent with respect to the Notes and that the pledgee is not the Issuers or any obligor upon the Notes or any Affiliate of the Issuers or of such other obligor.

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Section 2.10 Temporary Notes.

          Until certificates representing Notes are ready for delivery, the Issuers may prepare and the Trustee, upon receipt of an Authentication Order, shall authenticate temporary Notes. Temporary Notes shall be substantially in the form of certificated Notes but may have variations that the Issuers consider appropriate for temporary Notes and as shall be reasonably acceptable to the Trustee. Without unreasonable delay, the Issuers shall prepare and the Trustee shall authenticate definitive Notes in exchange for temporary Notes.

          Holders and beneficial holders, as the case may be, of temporary Notes shall be entitled to all of the benefits accorded to Holders, or beneficial holders, respectively, of Notes under this Indenture.

Section 2.11 Cancellation.

          The Issuers at any time may deliver Notes to the Trustee for cancellation. The Registrar and Paying Agent shall forward to the Trustee any Notes surrendered to them for registration of transfer, exchange or payment. The Trustee or, at the direction of the Trustee, the Registrar or the Paying Agent and no one else shall cancel all Notes surrendered for registration of transfer, exchange, payment, replacement or cancellation and shall destroy cancelled Notes (subject to the record retention requirement of the Exchange Act). Certification of the destruction of all cancelled Notes shall be delivered to the Issuers. The Issuers may not issue new Notes to replace Notes that they have paid or that have been delivered to the Trustee for cancellation.

Section 2.12 Defaulted Interest.

          If the Issuers default in a payment of interest on the Notes, they shall pay the defaulted interest in any lawful manner plus, to the extent lawful, interest payable on the defaulted interest to the Persons who are Holders on a subsequent special record date, in each case at the rate provided in the Notes and in Section 4.01 hereof. The Issuers shall notify the Trustee in writing of the amount of defaulted interest proposed to be paid on each Note and the date of the proposed payment, and at the same time the Issuers shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such defaulted interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such defaulted interest as provided in this Section 2.12. The Trustee shall fix or cause to be fixed each such special record date and payment date; provided that no such special record date shall be less than 10 days prior to the related payment date for such defaulted interest. The Trustee shall promptly notify the Issuers of such special record date. At least 15 days before the special record date, the Issuers (or, upon the written request of the Issuers, the Trustee in the name and at the expense of the Issuers) shall mail or cause to be mailed, first-class postage prepaid, to each Holder a notice at his or her address as it appears in the Note Register that states the special record date, the related payment date and the amount of such interest to be paid.

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          Subject to the foregoing provisions of this Section 2.12 and for greater certainty, each Note delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of any other Note shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Note.

Section 2.13 CUSIP Numbers; ISIN Numbers

          The Issuers in issuing the Notes may use CUSIP numbers (if then generally in use) or ISIN numbers (if then generally in use) and, if so, the Trustee shall use CUSIP numbers or ISIN numbers in notices of redemption as a convenience to Holders; provided, that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Notes or as contained in any notice of redemption and that reliance may be placed only on the other identification numbers printed on the Notes, and any such redemption shall not be affected by any defect in or omission of such numbers. The Issuers will as promptly as practicable notify the Trustee of any change in the CUSIP numbers or ISIN numbers.

ARTICLE 3

REDEMPTION

Section 3.01 Notices to Trustee.

          If the Issuers elect to redeem Notes pursuant to Section 3.07 hereof, they shall furnish to the Trustee, at least 2 Business Days before notice of redemption is required to be mailed or caused to be mailed to Holders pursuant to Section 3.03 hereof but not more than 60 days before a Redemption Date, an Officer’s Certificate setting forth (i) the paragraph or subparagraph of such Note and/or Section of this Indenture pursuant to which the redemption shall occur, (ii) the Redemption Date, (iii) the principal amount of Notes to be redeemed and (iv) the redemption price.

Section 3.02 Selection of Notes to Be Redeemed or Purchased.

          If less than all of the Notes are to be redeemed or purchased in an offer to purchase at any time, the Trustee shall select the Notes to be redeemed or purchased (a) if the Notes are listed on any national securities exchange, in compliance with the requirements of the principal national securities exchange on which the Notes are listed or (b) on a pro rata basis or, to the extent that selection on a pro rata basis is not practicable, by lot or by such other method the Trustee considers fair and appropriate. In the event of partial redemption or purchase by lot, the particular Notes to be redeemed or purchased shall be selected, unless otherwise provided herein, not less than 30 nor more than 60 days prior to the redemption date by the Trustee from the outstanding Notes not previously called for redemption or purchase.

          The Trustee shall promptly notify the Issuers in writing of the Notes selected for redemption or purchase and, in the case of any Note selected for partial redemption or purchase, the principal amount thereof to be redeemed or purchased. Notes and portions of Notes selected shall be in minimum amounts of $2,000 or whole multiples of $1,000 in excess thereof; no Notes

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of $2,000 or less can be redeemed in part, except that if all of the Notes of a Holder are to be redeemed or purchased, the entire outstanding amount of Notes held by such Holder, even if not a minimum of $2,000 or a multiple of $1,000 in excess thereof, shall be redeemed or purchased. Except as provided in the preceding sentence, provisions of this Indenture that apply to Notes called for redemption or purchase also apply to portions of Notes called for redemption or purchase.

Section 3.03 Notice of Redemption.

          Subject to Section 3.10 hereof, the Issuers shall mail or cause to be mailed by first-class mail, postage prepaid, notices of redemption at least 30 days but not more than 60 days before the Redemption Date to each Holder of Notes to be redeemed at such Holder’s registered address or otherwise in accordance with the procedures of DTC, except that redemption notices may be mailed more than 60 days prior to a Redemption Date if the notice is issued in connection with Article 8 or Article 13 hereof. Except as set forth in Section 3.07(b) hereof, notices of redemption may not be conditional.

          The notice shall identify the Notes to be redeemed and shall state:

     (a) the Redemption Date;

     (b) the redemption price;

     (c) if any Note is to be redeemed in part only, the portion of the principal amount of that Note that is to be redeemed and that, after the Redemption Date upon surrender of such Note, a new Note or Notes in principal amount equal to the unredeemed portion of the original Note representing the same indebtedness to the extent not redeemed will be issued in the name of the Holder of the Notes upon cancellation of the original Note;

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

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

     (f) that, unless the Issuers default in making such redemption payment, interest on Notes called for redemption ceases to accrue on and after the Redemption Date;

     (g) the paragraph or subparagraph of the Notes and/or Section of this Indenture pursuant to which the Notes called for redemption are being redeemed;

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

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     (i) if in connection with a redemption pursuant to Section 3.07(b) hereof, any condition to such redemption.

          At the Issuers’ request, the Trustee shall give the notice of redemption in the Issuers’ names and at their expense; provided that the Issuers shall have delivered to the Trustee, at least 2 Business Days before notice of redemption is required to be mailed or caused to be mailed to Holders pursuant to this Section 3.03 (unless a shorter notice shall be agreed to by the Trustee), an Officer’s Certificate requesting that the Trustee give such notice and setting forth the information to be stated in such notice as provided in the preceding paragraph.

Section 3.04 Effect of Notice of Redemption.

          Once notice of redemption is mailed in accordance with Section 3.03 hereof, Notes called for redemption become irrevocably due and payable on the Redemption Date at the redemption price (except as provided for in Section 3.07(b) hereof). The notice, if mailed in a manner herein provided, shall be conclusively presumed to have been given, whether or not the Holder receives such notice. In any case, failure to give such notice by mail or any defect in the notice to the Holder of any Note designated for redemption in whole or in part shall not affect the validity of the proceedings for the redemption of any other Note. Subject to Section 3.05 hereof, on and after the Redemption Date, interest ceases to accrue on Notes or portions of Notes called for redemption.

Section 3.05 Deposit of Redemption or Purchase Price.

          Prior to 10:00 a.m. (New York City time) on the redemption or purchase date, the Issuers shall deposit with the Trustee or with the Paying Agent money sufficient to pay the redemption or purchase price of and accrued and unpaid interest (including Additional Interest, if any) on all Notes to be redeemed or purchased on that date. The Trustee or the Paying Agent shall promptly return to the Issuers any money deposited with the Trustee or the Paying Agent by the Issuers in excess of the amounts necessary to pay the redemption price of, and accrued and unpaid interest on, all Notes to be redeemed or purchased.

          If the Issuers comply with the provisions of the preceding paragraph, on and after the redemption or purchase date, interest shall cease to accrue on the Notes or the portions of Notes called for redemption or purchase. If a Note is redeemed or purchased on or after a Record Date but on or prior to the related Interest Payment Date, then any accrued and unpaid interest to the redemption or purchase date shall be paid to the Person in whose name such Note was registered at the close of business on such Record Date. If any Note called for redemption or purchase shall not be so paid upon surrender for redemption or purchase because of the failure of the Issuers to comply with the preceding paragraph, interest shall be paid on the unpaid principal, from the redemption or purchase date until such principal is paid, and to the extent lawful on any interest accrued to the redemption or purchase date not paid on such unpaid principal, in each case at the rate provided in the Notes and in Section 4.01 hereof.

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Section 3.06 Notes Redeemed or Purchased in Part.

          Upon surrender of a Note that is redeemed or purchased in part, the Issuers shall issue, and the Trustee shall authenticate for the Holder at the expense of the Issuers’ a new Note equal in principal amount to the unredeemed or unpurchased portion of the Note surrendered representing the same indebtedness to the extent not redeemed or purchased; provided that each new Note will be in a minimum principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. It is understood that, notwithstanding anything in this Indenture to the contrary, only an Authentication Order and not an Opinion of Counsel or Officer’s Certificate is required for the Trustee to authenticate such new Note.

Section 3.07 Optional Redemption.

          (a) At any time prior to December 1, 2010, the Issuers may redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to each Holder’s registered address or otherwise delivered in accordance with the procedures of DTC, at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Additional Interest, if any, to the date of redemption (the “Redemption Date”), subject to the rights of Holders of record of the Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date.

          (b) Until December 1, 2008, the Issuers may, at their option, on one or more occasions redeem up to 35% of the aggregate principal amount of Notes at a redemption price equal to 111.875 % of the aggregate principal amount thereof, plus accrued and unpaid interest thereon and Additional Interest, if any, to the applicable Redemption Date, subject to the right of Holders of record of Notes on the relevant record date to receive interest due on the relevant interest payment date, with the net cash proceeds of one or more Equity Offerings and redeem up to 35% of the aggregate principal amount of the Notes at a redemption price equal to 111.875% of the aggregate principal amount thereof, plus and unpaid interest thereon and Additional Interest, if any, to the applicable Redemption Date, subject to the right of the Holders of record of Notes on the relevant record date to receive interest due on the relevant interest payment date, with the net proceeds of one or more Designated Asset Sales; provided, however, that at least $150,000,000 aggregate principal amount of Notes and at least 50% of the sum of the aggregate principal amount of Notes originally issued under this Indenture and any Additional Notes that are Notes issued under this Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further, however, that each such redemption occurs within 90 days of the date of closing of each such Equity Offering or Designated Asset Sale, as the case may be. Notice of any redemption upon any Equity Offering or Designated Asset Sale may be given prior to the completion thereof, and any such redemption or notice may, at their discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering or Designated Asset Sale, as the case may be.

          (c) On and after December 1, 2010 the Issuers may redeem the Notes, in whole or in part, upon notice set forth in Section 3.03 hereof at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued

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and unpaid interest thereon and Additional Interest, if any, to the applicable Redemption Date, subject to the right of Holders of record of the Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on December 1 of each of the years indicated below:

Year	Percentage
2010		105.938	%
2011		103.958	%
2012		101.979	%
2013 and thereafter		100.000	%

          (d) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof.

Section 3.08 Redemption Upon Changes in Withholding Taxes.

          If, as a result of:

          (a) any amendment after the Issue Date to, or change after the Issue Date in, the laws or regulations of any Relevant Jurisdiction, or

          (b) any change after the Issue Date in the general application or general or official interpretation of the laws, treaties or regulations of any Relevant Jurisdiction applicable to the Company or any Guarantor,

the Issuers or any Guarantor would be obligated to pay, on the next date for any payment and as a result of that change, Additional Amounts as set forth in Section 4.17 hereof with respect to the Relevant Jurisdiction, which the Issuers or any Guarantor cannot avoid by the use of reasonable measures available to it, then the Issuers may redeem all or part of the Notes, at any time thereafter, upon not less than 30 nor more than 60 days’ notice, at a redemption price of 100% of the principal amount, plus accrued and unpaid interest and Additional Interest, if any, to the Redemption Date. Such redemption shall also be permitted if the Issuers or any Guarantor determines that, as a result of any action take by any legislative body of, taxing authority of, or any action brought in a court of competent jurisdiction, in any Relevant Jurisdiction, which action is taken or brought on or after the Issue Date, there is a substantial probability that any Issuer or any Guarantor would be required to pay Additional Amounts. Prior to the giving of any notice of redemption described in this paragraph, the Company will deliver an Officer’s Certificate stating that:

          (1) the obligation to pay such Additional Amounts cannot be avoided by the Company or any Guarantor taking reasonable measures available to it; and

          (2) any Issuer or any Guarantor has or will become, or there is a substantial probability that it will become, obligated to pay such Additional Amounts as a result of an

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amendment or change in the laws, treaties or regulations of any Relevant Jurisdiction or a change in the application or interpretation of the laws, treaties or regulations of the Relevant Jurisdiction.

Section 3.09 Mandatory Redemption.

          The Issuers shall not be required to make mandatory redemption or sinking fund payments with respect to the Notes.

Section 3.10 Offers to Repurchase by Application of Excess Proceeds.

          (a) In the event that, pursuant to Section 4.10 hereof, the Company or any Restricted Subsidiary shall be required to commence an Asset Sale Offer, it shall follow the procedures specified below.

          (b) The Asset Sale Offer shall remain open for a period of 20 Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than five Business Days after the termination of the Offer Period (the “Purchase Date”), the Company or such Restricted Subsidiary, as the case may be, shall apply all Excess Proceeds (the “Offer Amount”) to the purchase of Notes and, if required, Pari Passu Indebtedness (on a pro rata basis, if applicable), or, if less than the Offer Amount has been tendered, all Notes and Pari Passu Indebtedness tendered in response to the Asset Sale Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made.

          (c) If the Purchase Date is on or after a Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest and Additional Interest, if any, up to but excluding the Purchase Date, shall be paid to the Person in whose name a Note is registered at the close of business on such Record Date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer.

          (d) Upon the commencement of an Asset Sale Offer, the Company or such Restricted Subsidiary, as the case may be, shall send, by first-class mail, a notice to each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders and holders of Pari Passu Indebtedness. The notice, which shall govern the terms of the Asset Sale Offer, shall state:

     (i) that the Asset Sale Offer is being made pursuant to this Section 3.10 and Section 4.10 hereof and the length of time the Asset Sale Offer shall remain open;

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

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

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     (iv) that, unless the Issuers default in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Purchase Date;

     (v) that Holders electing to have a Note purchased pursuant to an Asset Sale Offer may elect to have Notes purchased in integral multiples of $1,000 only (so long as any Note remaining outstanding has a minimum denomination of $2,000);

     (vi) that Holders electing to have a Note purchased pursuant to any Asset Sale Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” attached to the Note completed, or transfer by book-entry transfer, to the Issuers, the Depositary, if appointed by the Issuers, or a Paying Agent at the address specified in the notice at least three days before the Purchase Date;

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

     (viii) that, if the aggregate principal amount of Notes and Pari Passu Indebtedness surrendered by the holders thereof exceeds the Offer Amount, the Trustee shall select the Notes and such Pari Passu Indebtedness to be purchased on a pro rata basis based on the accreted value or principal amount of the Notes or such Pari Passu Indebtedness tendered (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of $2,000, or integral multiples of $1,000 in excess thereof, shall be purchased and any Note remaining outstanding has a minimum denomination of $2,000); and

     (ix) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer) representing the same indebtedness to the extent not repurchased.

          (e) On or before the Purchase Date, the Issuers shall, to the extent lawful, (1) accept for payment, on a pro rata basis to the extent necessary, the Offer Amount of Notes or portions thereof validly tendered pursuant to the Asset Sale Offer, or if less than the Offer Amount has been tendered, all Notes tendered and (2) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officer’s Certificate stating the aggregate principal amount of Notes or portions thereof so tendered.

          (f) The Issuers, the Depositary or the Paying Agent, as the case may be, shall promptly mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes properly tendered by such Holder and accepted by the Issuers for purchase, and the Issuers shall promptly issue a new Note, and the Trustee, upon receipt of an Authentication Order, shall authenticate and mail or deliver (or cause to be transferred by book-entry) such new Note to such

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Holder (it being understood that, notwithstanding anything in this Indenture to the contrary, no Opinion of Counsel or Officer’s Certificate is required for the Trustee to authenticate and mail or deliver such new Note) in a principal amount equal to any unpurchased portion of the Note surrendered representing the same indebtedness to the extent not repurchased; provided, that each such new Note shall be in a principal amount of $2,000 and integral multiples of $1,000 in excess thereof. Any Note not so accepted shall be promptly mailed or delivered by the Issuers to the Holder thereof. The Issuers shall publicly announce the results of the Asset Sale Offer on or as soon as practicable after the Purchase Date.

          Other than as specifically provided in this Section 3.10 or Section 4.10 hereof, any purchase pursuant to this Section 3.10 shall be made pursuant to the applicable provisions of Sections 3.01 through 3.06 hereof.

ARTICLE 4

COVENANTS

Section 4.01 Payment of Notes.

          The Issuers shall pay or cause to be paid the principal of, premium, if any, Additional Interest, if any, and interest on the Notes on the dates and in the manner provided in the Notes. Principal, premium, if any, Additional Interest, if any, and interest shall be considered paid on the date due if the Paying Agent, if other than the Company or a Subsidiary, holds as of noon Eastern Time on the due date money deposited by the Issuers in immediately available funds and designated for and sufficient to pay all principal, premium, if any, and interest then due.

          The Issuers shall pay all Additional Interest, if any, in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement.

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

Section 4.02 Maintenance of Office or Agency.

          The Issuers shall maintain in the Borough of Manhattan in the City of New York an office or agency (which may be an office of the Trustee or an affiliate of the Trustee, Registrar or co-registrar) where Notes may be surrendered for registration of transfer or for exchange and where notices and demands to or upon the Issuers in respect of the Notes and this Indenture may be served. The Issuers shall give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Issuers shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the

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address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee.

          The Issuers may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided that no such designation or rescission shall in any manner relieve the Issuers of their obligation to maintain an office or agency in the Borough of Manhattan in the City of New York for such purposes. The Issuers shall give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency.

          The Issuers hereby designate the Corporate Trust Office of the Trustee as one such office or agency of the Issuers in accordance with Section 2.03 hereof.

Section 4.03 Reports and Other Information.

          (a) Notwithstanding that the Company may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, the Company shall file with the SEC (and make available to the Trustee and Holders of the Notes (without exhibits), without cost to any Holder, within 15 days after the Company files them with the SEC) from and after the Issue Date,

     (1) within 90 days after the end of each fiscal year (or such shorter period that would be applicable to the Company if it were a U.S. company that is not a foreign private issuer and that is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act (a “U.S. Filer”) as the SEC may in the future prescribe), an annual report on Form 10-K (or any successor form) or Form 20-F (or any successor form) containing substantially the same information (including applicable certifications) that the Company would be required to include in Form 10-K (or any successor form) if the Company were a U.S. Filer; provided, that the financial statements included therein shall be prepared in accordance with GAAP; provided, further, that if any annual report is filed on Form 20-F, the certifications required by Form 10-K, but not Form 20-F, shall be made to the Holders of the Notes and the Trustee as if such report had been made on Form 10-K and provided to the Trustee and made available to Holders, in lieu of being filed with the SEC;

     (2) within 45 days after the end of each of the first three fiscal quarters of each fiscal year (or such shorter period that would be applicable to the Company if it were a U.S. Filer as the SEC may in the future prescribe), a report containing substantially the same information (including applicable certifications) required to be contained in Form 10-Q (or any successor form) that would be required if the Company were a U.S. Filer; provided, that the financial statements included therein shall be prepared in accordance with GAAP; provided, further, that if any quarterly report is filed on Form 6-K, the certifications required by Form 10-Q, but not Form 6-K, shall be made to the Holders of the Notes and the Trustee as if such report had been made on Form 10-Q and provided to the Trustee and made available to Holders, in lieu of being filed with the SEC;

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     (3) within the time periods specified on Form 8-K after the occurrence of an event required to be therein reported, such other reports on the appropriate form for reporting current events containing substantially the same information required to be contained in Form 8-K (or any successor form) that would be required if the Company were a U.S. Filer; provided, that such reports may be furnished, rather than filed, to the extent U.S. Filers are permitted to do so by the SEC; and

     (4) any other information, documents and other reports that the Company would be required to file with the SEC if it were a U.S. Filer; provided, that such reports may be furnished, rather than filed, to the extent U.S. Filers are permitted to do so by the SEC;

in each case, in a manner that complies in all material respects with the requirements specified in such form; provided, however, that the Company shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Company will make available such information to prospective purchasers of Notes, in addition to providing such information to the Trustee and the Holders of the Notes, in each case within 15 days after the time the Company would be required to file such information with the SEC, if it were subject to Section 13 or 15(d) of the Exchange Act. In addition, to the extent not satisfied by the foregoing, the Company will agree that, for so long as any Notes are outstanding, it will furnish to Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

          (b) In the event that any direct or indirect parent company of the Company becomes a guarantor of the Notes, the Company may satisfy its obligations under this Section 4.03 with respect to financial information relating to the Company by furnishing financial information relating to such parent; provided, however that the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such parent, on the one hand, and the information relating to the Company and its Restricted Subsidiaries on a standalone basis, on the other hand.

          (c) Notwithstanding the foregoing, the requirements of this Section 4.03 shall be deemed satisfied prior to the commencement of the Exchange Offer or the effectiveness of the Shelf Registration Statement by:

     (1) the filing with the SEC of the Exchange Offer Registration Statement or Shelf Registration Statement, and any amendments thereto, with such financial information that satisfies Regulation S-X of the Securities Act, or

     (2) posting on its website or providing to the Trustee within 15 days of the time periods after the Company would have been required to file annual and interim reports with the SEC, the financial information (including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section) that would be required to be included in such reports, subject to exceptions consistent with the presentation of financial information in the Offering Memorandum.

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Section 4.04 Compliance Certificate.

          (a) The Issuers and each Guarantor (to the extent that such Guarantor is so required under the Trust Indenture Act) shall deliver to the Trustee, within 90 days after the end of each fiscal year ending after the Issue Date, a certificate from the principal executive officer, principal financial officer or principal accounting officer (or such other Officer as is appropriate) stating that a review of the activities of the Issuers and their Restricted Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officer with a view to determining whether the Issuers have kept, observed, performed and fulfilled their obligations under this Indenture, and further stating, as to such Officer signing such certificate, that to the best of his or her knowledge the Issuers have kept, observed, performed and fulfilled each and every condition and covenant contained in this Indenture and are not in default in the performance or observance of any of the terms, provisions, covenants and conditions of this Indenture (or, if a Default shall have occurred, describing all such Defaults of which he or she may have knowledge and what action the Issuers are taking or propose to take with respect thereto).

          (b) When any Default has occurred and is continuing under this Indenture, or if the Trustee or the holder of any other evidence of Indebtedness of the Issuers or any Subsidiary gives any notice or takes any other action with respect to a claimed Default, the Issuers shall promptly (which shall be no more than five (5) Business Days) deliver to the Trustee by registered or certified mail or by facsimile transmission an Officer’s Certificate specifying such event and what action the Issuers propose to take with respect thereto.

Section 4.05 Taxes.

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

Section 4.06 Stay, Extension and Usury Laws.

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

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Section 4.07 Limitation on Restricted Payments.

          (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly:

     (I) declare or pay any dividend or make any payment or distribution on account of the Company’s or any of its Restricted Subsidiaries’ Equity Interests, including any dividend or distribution payable in connection with any merger or consolidation other than:

     (A) dividends or distributions by the Company payable solely in Equity Interests (other than Disqualified Stock) of the Company; or

     (B) dividends or distributions by a Restricted Subsidiary so long as, in the case of any dividend or distribution payable on or in respect of any class or series of Equity Interests issued by a Restricted Subsidiary other than a Wholly Owned Subsidiary, the Company or a Restricted Subsidiary receives at least its pro rata share of such dividend or distribution in accordance with its Equity Interests in such class or series of Equity Interests;

     (II) purchase, redeem, defease or otherwise acquire or retire for value any Equity Interests of the Company or any direct or indirect parent of the Company, including in connection with any merger or consolidation;

     (III) make any payment on, or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value, in each case, prior to any scheduled repayment, sinking fund payment or Stated Maturity, any Subordinated Indebtedness, other than:

     (A) with respect to Indebtedness permitted to be incurred pursuant to clauses (7) and (8) of Section 4.09(b) hereof; or

     (B) a payment of interest, principal or related Obligations at Stated Maturity; or

     (C) the purchase, redemption, defeasance or other acquisition or retirement of Subordinated Indebtedness in anticipation of satisfying a sinking fund obligation or principal installment at Stated Maturity, in each case due within one year of the date of purchase, redemption, defeasance or acquisition or retirement; or

     (IV) make any Restricted Investment,

(each such payment or other action set forth in clauses (I) through (IV) above being referred to as a “Restricted Payment”), unless, at the time of and immediately after giving effect to such Restricted Payment:

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

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     (2) the Company would have been permitted to incur at least $1.00 of additional Indebtedness pursuant to Section 4.09(a) hereof; and

     (3) such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by the Company and its Restricted Subsidiaries after the Issue Date (including Restricted Payments permitted by clauses (1), (2) (with respect to the payment of dividends on Refunding Capital Stock pursuant to clause (b) thereof only), (6)(c) and (9) of Section 4.07(b) hereof, but excluding all other Restricted Payments permitted by Section 4.07(b) hereof), is less than the sum of (without duplication):

     (a) 50% of the Consolidated Net Income of the Company for the period (taken as one accounting period) beginning November 1, 2005, to the end of the Company’s most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment, or, if such Consolidated Net Income for such period is a deficit, minus 100% of such deficit; plus

     (b) 100% of the aggregate net cash proceeds and the fair market value, as determined in good faith by the Company, of marketable securities or other property received by the Company after the Issue Date (other than net cash proceeds to the extent such net cash proceeds have been relied upon to incur Indebtedness, Disqualified Stock or Preferred Stock pursuant to clause (12)(a) of Section 4.09(b) hereof) from the issue or sale of:

     (i) (A) Equity Interests of the Company, including Treasury Capital Stock, but excluding such proceeds and such fair market value, as determined in good faith by the Company, of marketable securities or other property received from the sale of:

     (x) Equity Interests to members of management, directors or consultants of the Company, any direct or indirect parent company of the Company and the Company’s Subsidiaries after the Issue Date to the extent such amounts have been applied to make Restricted Payments in accordance with clause (4) of Section 4.07(b) hereof; and

     (y) Designated Preferred Stock; and

          (B) to the extent such net cash proceeds are actually contributed to the Company, Equity Interests of any direct or indirect parent company of the Company (excluding contributions of the proceeds from the sale of Designated Preferred Stock of any such parent company or contributions to the extent such amounts have been applied to make Restricted Payments in accordance with clause (4) of Section 4.07(b) hereof); or

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     (ii) debt securities of the Company that have been converted into or exchanged for Equity Interests of the Company;

provided, however, that the calculation set forth in this clause (b) shall not include the net cash proceeds or fair market value of marketable securities or other property received from the sale of (W) Refunding Capital Stock, (X) Equity Interests or debt securities of the Company that are convertible into or exchangeable for Equity Interests of the Company, in each case sold to a Restricted Subsidiary, (Y) Disqualified Stock or debt securities that have been converted into Disqualified Stock or (Z) Excluded Contributions; plus

     (c) 100% of the aggregate amount of net cash proceeds and the fair market value, as determined in good faith by the Company, of marketable securities or other property contributed to the capital of the Company after the Issue Date (other than net cash proceeds: (A) to the extent such net cash proceeds have been relied upon to incur Indebtedness, Disqualified Stock or Preferred Stock pursuant to clause (12)(a) of Section 4.09(b) hereof, (B) contributed by a Restricted Subsidiary and (C) constituting an Excluded Contribution); plus

     (d) 100% of the aggregate amount received in cash and the fair market value, as determined in good faith by the Company, of marketable securities or other property received from:

     (i) the sale or other disposition (other than to the Company or a Restricted Subsidiary) of Restricted Investments made by the Company or its Restricted Subsidiaries and repurchases and redemptions of such Restricted Investments from the Company or its Restricted Subsidiaries and repayments of loans or advances, and releases of guarantees, which constitute Restricted Investments by the Company or its Restricted Subsidiaries, in each case after the Issue Date; or

     (ii) the sale (other than to the Company or a Restricted Subsidiary) of the Capital Stock of an Unrestricted Subsidiary or a distribution or dividend from an Unrestricted Subsidiary, in each case after the Issue Date (other than in each case to the extent the Investment in such Unrestricted Subsidiary was made by the Company or a Restricted Subsidiary pursuant to clause (7) of Section 4.07(b) hereof or to the extent such Investment constituted a Permitted Investment); plus

     (e) in the case of the redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary after the Issue Date, the fair market value of the Investment in such Unrestricted Subsidiary, as determined by the Company in good faith or if such fair market value exceeds $25.0 million, in writing by an Independent Financial Advisor, at the time of such redesignation (other than an Unrestricted Subsidiary to the extent the Investment in such Unrestricted Subsidiary was made by the Company or a Restricted Subsidiary pursuant to clause (7) of Section

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4.07(b) hereof or to the extent such Investment constituted a Permitted Investment).

          (b) The foregoing provisions of Section 4.07(a) hereof shall not prohibit:

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

     (2) (a) the purchase, redemption, defeasance or other acquisition or retirement for value of any Equity Interests (“Treasury Capital Stock”) or Subordinated Indebtedness of the Company or any Equity Interests of any direct or indirect parent company of the Company, in exchange for, or out of the proceeds of the substantially concurrent sale (other than to a Restricted Subsidiary of the Company) of, Equity Interests of the Company or any direct or indirect parent company of the Company to the extent contributed to the Company (in each case, other than any Disqualified Stock) (“Refunding Capital Stock”) and (b) if immediately prior to the retirement of Treasury Capital Stock, the declaration and payment of dividends thereon was permitted under clause (6) of this Section 4.07(b), the declaration and payment of dividends on the Refunding Capital Stock (other than Refunding Capital Stock the proceeds of which were used to purchase, redeem, defease or otherwise acquire or retire for value any Equity Interests of any direct or indirect parent company of the Company) in an aggregate amount in any calendar year no greater than the aggregate amount of dividends per annum that were declarable and payable on such Treasury Capital Stock immediately prior to such retirement;

     (3) the purchase, redemption, defeasance or other acquisition or retirement for value of Subordinated Indebtedness of the Issuers or a Guarantor made by exchange for, or out of the proceeds of the substantially concurrent sale of, Refinancing Indebtedness of the Issuers or a Guarantor, as the case may be, that is incurred in compliance with Section 4.09 hereof.

     (4) the purchase, redemption, defeasance or other acquisition or retirement for value of Equity Interests (other than Disqualified Stock) of the Company or any of its direct or indirect parent companies held by any future, present or former employee, director or consultant of the Company, any of its Subsidiaries or any of its direct or indirect parent companies pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement; provided, however, that the aggregate Restricted Payments made under this clause (4) shall not exceed in any calendar year $20.0 million (with unused amounts in any calendar year being carried over to succeeding calendar years subject to a maximum (without giving effect to the following proviso) of $40.0 million in any calendar year); provided further, however, that such amount in any calendar year may be increased by an amount not to exceed:

     (a) the net cash proceeds from the sale of Equity Interests (other than Disqualified Stock) of the Company and, to the extent contributed to the Company, Equity Interests of any of the Company’s direct or indirect parent companies, in

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each case to members of management, directors or consultants of the Company, any of its Subsidiaries or any of its direct or indirect parent companies that occurs after the Issue Date, to the extent such net cash proceeds have not otherwise been applied to make Restricted Payments pursuant to clause (3) of Section 4.07(a) hereof; plus

     (b) the net cash proceeds of key man life insurance policies received by the Company or its Restricted Subsidiaries after the Issue Date; less

     (c) the amount of any Restricted Payments previously made with the cash proceeds set forth in clauses (a) and (b) of this clause (4);

provided, further, that cancellation of Indebtedness owing to the Company from members of management of the Company, any of the Company’s direct or indirect parent companies or any of the Company’s Restricted Subsidiaries in connection with a repurchase of Equity Interests of the Company or any of its direct or indirect parent companies will not be deemed to constitute a Restricted Payment for purposes of this Section 4.07 or any other provision of this Indenture;

     (5) the declaration and payment of dividends to holders of any class or series of Disqualified Stock of the Company or any of its Restricted Subsidiaries issued in accordance with and to the extent permitted by Section 4.09 hereof to the extent such dividends are included in the definition of “Fixed Charges;”

     (6) the declaration and payment of dividends

     (a) to holders of any class or series of Designated Preferred Stock (other than Disqualified Stock) issued by the Company after the Issue Date;

     (b) to a direct or indirect parent company of the Company, to the extent that the proceeds of which are used to fund the payment of dividends to holders of any class or series of Designated Preferred Stock (other than Disqualified Stock) of such parent company issued after the Issue Date; provided, however, that the amount of dividends paid pursuant to this clause (b) shall not exceed the aggregate amount of cash actually contributed to the Company from the sale of such Designated Preferred Stock;

     (c) to holders of Refunding Capital Stock that is Preferred Stock and that was exchanged for, or the proceeds of which were used to purchase, redeem, defease or otherwise acquire or retire for value, any Preferred Stock (other than Preferred Stock of the Company outstanding on the Issue Date) in excess of the dividends declarable and payable thereon pursuant to clause (2) of this Section 4.07(b);

provided, however, in the case of each of clauses (a), (b) and (c) of this clause (6), that for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date of declaration of any such

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dividends, after giving effect to such declaration on a pro forma basis, the Company and its Restricted Subsidiaries on a consolidated basis would have had a Fixed Charge Coverage Ratio of at least 2.00 to 1.00;

     (7) Investments in Unrestricted Subsidiaries having an aggregate fair market value, taken together with all other Investments made pursuant to this clause (7) that are at the time outstanding, without giving effect to the sale of an Unrestricted Subsidiary to the extent the proceeds of such sale do not consist of cash or marketable securities, not to exceed the greater of $50.0 million and 2% of Total Assets at the time of such Investment (with the fair market value of each Investment being determined in good faith by the Company at the time made and without giving effect to subsequent changes in value);

     (8) repurchases of Equity Interests deemed to occur upon exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants;

     (9) the declaration and payment of dividends on the Company’s common stock (or the payment of dividends to any direct or indirect parent company to fund a payment of dividends on such company’s common stock), following the consummation of an underwritten public offering of the Company’s common stock or the common stock of any of its direct or indirect parent companies after the Issue Date, of up to 6% per annum of the net cash proceeds received by or contributed to the Company in or from any such public offering, other than public offerings with respect to common stock registered on Form S-8 and other than any public sale constituting an Excluded Contribution;

     (10) Restricted Payments that are made with Excluded Contributions;

     (11) other Restricted Payments in an aggregate amount, taken together with all other Restricted Payments made pursuant to this clause (11), not to exceed the greater of $50.0 million and 2% of Total Assets at the time made;

     (12) distributions or payments of Receivables Fees;

     (13) any Restricted Payment used to fund the Transactions and the fees and expenses related thereto or owed to Affiliates, in each case to the extent permitted by Section 4.11 hereof;

     (14) the repurchase, redemption or other acquisition or retirement for value of any Subordinated Indebtedness pursuant to provisions similar to those set forth under Section 4.10 and Section 4.14 hereof; provided that all Notes tendered by Holders in connection with a Change of Control Offer or Asset Sale Offer, as applicable, have been purchased, redeemed, defeased or acquired for value;

     (15) the declaration and payment of dividends by the Company to, or the making of loans to, any direct or indirect parent in amounts required for any direct or indirect parent companies to pay, in each case without duplication,

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     (a) franchise taxes and other fees, taxes and expenses required to maintain their corporate existence;

     (b) federal, state and local income taxes, to the extent such income taxes are attributable to the income of the Company and its Restricted Subsidiaries and, to the extent of the amount actually received from its Unrestricted Subsidiaries, in amounts required to pay such taxes to the extent attributable to the income of such Unrestricted Subsidiaries; provided, however that in each case the amount of such payments in any fiscal year does not exceed the amount that the Company and its Restricted Subsidiaries would be required to pay in respect of federal, state and local taxes for such fiscal year were the Company, its Restricted Subsidiaries and its Unrestricted Subsidiaries (to the extent set forth above) to pay such taxes separately from any such parent company;

     (c) customary salary, bonus and other benefits payable to officers and employees of any direct or indirect parent company the Company to the extent such salaries, bonuses and other benefits are attributable to the ownership or operation of the Company and its Restricted Subsidiaries;

     (d) general corporate operating and overhead costs and expenses of any direct or indirect parent company of the Company to the extent such costs and expenses are attributable to the ownership or operation of the Company and its Restricted Subsidiaries; and

     (e) fees and expenses other than to Affiliates of the Company related to any unsuccessful equity or debt offering of such parent company;

     (16) the distribution, by dividend or otherwise, by the Company or a Restricted Subsidiary, of shares of Capital Stock of, or Indebtedness owed to the Company or a Restricted Subsidiary by Unrestricted Subsidiaries;

     (17) at any time on or prior to the third anniversary of the Issue Date, Restricted Payments that are made with the proceeds from Designated Asset Sales; or

     (18) at any time on or prior to July 31, 2006, Restricted Payments that are made with the proceeds from any Tranche B-2 Term Loan Commitment (as defined in the Senior Credit Facilities) to the extent permitted by the Senior Credit Facilities;

provided, however, that at the time of, and after giving effect to, any Restricted Payment permitted under clauses (11), (17) and (18) of this Section 4.07(b), no Default shall have occurred and be continuing or would occur as a consequence thereof.

          (c) For purposes of designating any Restricted Subsidiary as an Unrestricted Subsidiary, all outstanding Investments by the Company and its Restricted Subsidiaries (except to

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the extent repaid) in the Subsidiary so designated will be deemed to be Restricted Payments in an amount determined as set forth in the last sentence of the definition of “Investment.” Such designation will be permitted only if a Restricted Payment in such amount would be permitted at such time, whether pursuant to Section 4.07(a) hereof or under clause (7), (10) or (11) of Section 4.07(b) hereof, or pursuant to the definition of “Permitted Investments,” and if such Subsidiary otherwise meets the definition of an Unrestricted Subsidiary.

Section 4.08 Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries.

          (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries that is not a U.S. Issuer or a Guarantor to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any such Restricted Subsidiary to:

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

          (B) pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries;

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

          (3) sell, lease or transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries.

          (b) The restrictions in Section 4.08(a) hereof shall not apply to encumbrances or restrictions existing under or by reason of:

          (1) contractual encumbrances or restrictions in effect on the Issue Date, including pursuant to the Senior Credit Facilities and the related documentation;

          (2) this Indenture, the Notes, the indenture governing the Senior Notes and the Senior Notes;

          (3) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature discussed in clause (3) of Section 4.08(a) hereof on the property so acquired;

          (4) applicable law or any applicable rule, regulation or order;

          (5) any agreement or other instrument of a Person acquired by the Company or any of its Restricted Subsidiaries in existence at the time of such acquisition (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person

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and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired;

          (6) contracts for the sale of assets, including customary restrictions with respect to a Subsidiary of the Company pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary;

          (7) Secured Indebtedness otherwise permitted to be incurred pursuant to Section 4.09 hereof and Section 4.12 hereof that limit the right of the debtor to dispose of the assets securing such Indebtedness;

          (8) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;

          (9) other Indebtedness, Disqualified Stock or Preferred Stock of Restricted Subsidiaries that are not U.S. Issuers or Guarantors permitted to be incurred subsequent to the Issue Date pursuant to the provisions of Section 4.09 hereof;

          (10) customary provisions in joint venture agreements and other similar agreements relating solely to such joint venture;

          (11) customary provisions contained in leases or licenses of intellectual property and other agreements, in each case, entered into in the ordinary course of business;

          (12) any encumbrances or restrictions of the type referred to in Section 4.08(a) hereof imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1) through (11) of this Section 4.08(b); provided, however, that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Company, no more restrictive with respect to such encumbrance and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing; and

          (13) restrictions created in connection with any Receivables Facility that, in the good faith determination of the Company are necessary or advisable to effect transactions contemplated under such Receivables Facility.

Section 4.09 Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock.

          (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise (collectively, “incur” and collectively, an

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“incurrence”) with respect to any Indebtedness (including Acquired Indebtedness) and the Company shall not issue any shares of Disqualified Stock and shall not permit any Restricted Subsidiary to issue any shares of Disqualified Stock or Preferred Stock; provided, however, that the Company may incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and any of its Restricted Subsidiaries may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of Preferred Stock, if the Fixed Charge Coverage Ratio on a consolidated basis for the Company and its Restricted Subsidiaries’ most recently ended four fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock or Preferred Stock is issued would have been at least 2.00 to 1.00, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred, or the Disqualified Stock or Preferred Stock had been issued, as the case may be, and the application of proceeds therefrom had occurred at the beginning of such four-quarter period, provided, however, that Restricted Subsidiaries that are not Guarantors may not incur Indebtedness or issue Disqualified Stock or Preferred Stock if, after giving pro forma effect to such incurrence or issuance (including a pro forma application of the net proceeds therefrom), more than an aggregate of $125.0 million of Indebtedness or Disqualified Stock or Preferred Stock of Restricted Subsidiaries that are not Guarantors is outstanding pursuant to this clause (a) at such time.

          (b) The provisions of Section 4.09(a) hereof shall not apply to:

     (1) the incurrence of Indebtedness under Credit Facilities by the Company or any of its Restricted Subsidiaries and the issuance and creation of letters of credit and bankers’ acceptances thereunder (with letters of credit and bankers’ acceptances being deemed to have a principal amount equal to the face amount thereof), up to an aggregate principal amount of $975.0 million outstanding at any one time, less up to $215.0 million in the aggregate of mandatory principal payments actually made by the borrower thereunder in respect of Indebtedness thereunder with the proceeds of the Storage Sale;

     (2) the incurrence by the Issuers and any Guarantor of Indebtedness represented by the Notes and the Senior Notes (including any Guarantee) (other than any Additional Notes) and any notes and guarantees issued in exchange for the Notes, the Senior Notes and Guarantees pursuant to a registration rights agreement;

     (3) Indebtedness of the Company and its Restricted Subsidiaries in existence on the Issue Date (other than Indebtedness set forth in clauses (1) and (2) of this Section 4.09(b));

     (4) (a) Indebtedness (including Capitalized Lease Obligations), Disqualified Stock and Preferred Stock incurred by the Company or any of its Restricted Subsidiaries, to finance the purchase, lease or improvement of property (real or personal) or equipment that is used or useful in a Similar Business, whether through the direct purchase of assets or the Capital Stock of any Person owning such assets, in an aggregate principal amount at the date of such incurrence (including all Refinancing Debt Incurred to refinance any other Indebtedness incurred pursuant to this clause (4)(a)) not to exceed the greater of

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$100.0 million and 4% of Total Assets; provided, however, that such Indebtedness exists at the date of such purchase or transaction, or is created within 270 days thereafter, and (b) other Indebtedness under Capitalized Lease Obligations in a principal amount that does not exceed $50.0 million in the aggregate at any time outstanding, together with other Indebtedness under Capitalized Lease Obligations incurred under this clause (4)(b) (including all Refinancing Debt Incurred to refinance any other Indebtedness incurred pursuant to this clause (4)(b));

     (5) Indebtedness incurred by the Company or any of its Restricted Subsidiaries constituting reimbursement obligations with respect to letters of credit issued in the ordinary course of business, including letters of credit in respect of workers’ compensation claims, or other Indebtedness with respect to reimbursement type obligations regarding workers’ compensation claims; provided, however, that upon the drawing of such letter of credit or the incurrence of such Indebtedness, such obligations are reimbursed within 30 days following such drawing or incurrence;

     (6) Indebtedness arising from agreements of the Company or its Restricted Subsidiaries providing for indemnification, adjustment of purchase price or similar obligations, in each case, incurred or assumed in connection with the disposition of any business, assets or the Capital Stock of a Subsidiary, other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or Capital Stock for the purpose of financing such acquisition; provided, however, that the maximum assumable liability in respect of all such Indebtedness shall at no time exceed the gross proceeds, including non-cash proceeds (the fair market value of such non-cash proceeds being measured at the time received and without giving effect to any subsequent changes in value), actually received by the Company and its Restricted Subsidiaries in connection with such disposition;

     (7) Indebtedness of the Company to a Restricted Subsidiary; provided, however, that any subsequent issuance or transfer of any Capital Stock or any other event that results in such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such Indebtedness (except to the Company or another Restricted Subsidiary) shall be deemed, in each case, to be an incurrence of such Indebtedness; provided further, however, that any such Indebtedness owing to a Restricted Subsidiary that is not a U.S. Issuer or a Guarantor shall be expressly subordinated in right of payment to the Notes;

     (8) Indebtedness of a Restricted Subsidiary to the Company or another Restricted Subsidiary; provided, however, that if a U.S. Issuer or a Guarantor incurs such Indebtedness to a Restricted Subsidiary that is not a U.S. Issuer or a Guarantor, such Indebtedness is expressly subordinated in right of payment to the Notes in the case of a U.S. Issuer or the Guarantee of the Notes of a Guarantor; provided further, however, that any subsequent transfer of any such Indebtedness (except to the Company or another Restricted Subsidiary) shall be deemed, in each case, to be an incurrence of such Indebtedness;

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     (9) shares of Preferred Stock of a Restricted Subsidiary issued to the Company or another Restricted Subsidiary, provided that any subsequent issuance or transfer of any Capital Stock or any other event that results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such shares of Preferred Stock (except to the Company or another of its Restricted Subsidiaries) shall be deemed in each case to be an issuance of such shares of Preferred Stock;

     (10) Hedging Obligations (excluding Hedging Obligations entered into for speculative purposes) for the purpose of limiting interest rate risk with respect to any Indebtedness permitted to be incurred pursuant to this Section 4.09, exchange rate risk or commodity pricing risk;

     (11) obligations in respect of performance, bid, appeal and surety bonds and completion guarantees provided by the Company or any of its Restricted Subsidiaries in the ordinary course of business;

     (12) (a) Indebtedness or Disqualified Stock of the Company and Indebtedness, Disqualified Stock or Preferred Stock of any Restricted Subsidiary equal to 200.0% of the net cash proceeds received by the Company after the Issue Date from the issue or sale of Equity Interests of the Company or cash contributed to the capital of the Company (in each case, other than proceeds of Disqualified Stock or sales of Equity Interests to the Company or any of its Subsidiaries) as determined in accordance with clauses (3)(b) and (3)(c) of Section 4.07(a) hereof to the extent such net cash proceeds or cash have not been applied pursuant to such clauses to make Restricted Payments or to make other Investments, payments or exchanges pursuant to Section 4.07(b) hereof or to make Permitted Investments (other than Permitted Investments specified in clauses (1) and (3) of the definition thereof) and (b) Indebtedness or Disqualified Stock of the Company and Indebtedness, Disqualified Stock or Preferred Stock of any Restricted Subsidiary not otherwise permitted hereunder in an aggregate principal amount or liquidation preference, which when aggregated with the principal amount and liquidation preference of all other Indebtedness, Disqualified Stock and Preferred Stock then outstanding and incurred pursuant to this clause (12)(b), does not at any one time outstanding exceed $175.0 million;

     (13) the incurrence by the Company or any Restricted Subsidiary of the Company of Indebtedness, Disqualified Stock or Preferred Stock that serves to refund or refinance any Indebtedness, Disqualified Stock or Preferred Stock incurred pursuant to Section 4.09(a) hereof, clauses (2), (3), (4), (12)(a), (13) or (14) of this Section 4.09(b) or any Indebtedness, Disqualified Stock or Preferred Stock incurred to so refund or refinance such Indebtedness, Disqualified Stock or Preferred Stock (the “Refinancing Indebtedness”); provided, however, that:

     (A) the principal amount of such Refinancing Indebtedness does not exceed the principal amount of (or accreted value, if applicable), plus any accrued and unpaid interest on, the Indebtedness being so refunded or refinanced, plus the amount of any premium (including any tender premium and any defeasance costs,

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fees and premium required to be paid under the terms of the instrument governing such Indebtedness) and any fees and expenses incurred in connection with the issuance of such new Indebtedness;

     (B) such Refinancing Indebtedness shall have a Weighted Average Life to Maturity at the time such Refinancing Indebtedness is incurred equal to or greater than the remaining Weighted Average Life to Maturity of the Indebtedness, Disqualified Stock or Preferred Stock being refunded or refinanced;

     (C) if such Refinancing Indebtedness constitutes Subordinated Indebtedness, such Refinancing Indebtedness shall have a final scheduled maturity date equal to or later than the final scheduled maturity date of the Indebtedness being refunded or refinanced;

     (D) to the extent such Refinancing Indebtedness refunds or refinances (i) Indebtedness that is subordinated to or pari passu with the Notes, such Refinancing Indebtedness shall be subordinated to or pari passu with the Notes or the Guarantee at least to the same extent as the Indebtedness being refinanced or refunded or (ii) Disqualified Stock or Preferred Stock, such Refinancing Indebtedness must be Disqualified Stock or Preferred Stock, respectively; and

     (E) Refinancing Indebtedness shall not include:

     (i) Indebtedness, Disqualified Stock or Preferred Stock of a Subsidiary of the Company that is not a U.S. Issuer or a Guarantor that refunds or refinances Indebtedness, Disqualified Stock or Preferred Stock of either an Issuer or a Guarantor; or

     (ii) Indebtedness, Disqualified Stock or Preferred Stock of the Company or a Restricted Subsidiary that refunds or refinances Indebtedness, Disqualified Stock or Preferred Stock of an Unrestricted Subsidiary;

provided further, however, that subclause (B) of this clause (13) will not apply to any refunding or refinancing of any Indebtedness outstanding under Senior Indebtedness;

     (14) Indebtedness, Disqualified Stock or Preferred Stock of (x) the Company or a Restricted Subsidiary incurred to finance an acquisition or (y) Persons that are acquired by the Company or any Restricted Subsidiary or merged with or into the Company or a Restricted Subsidiary in accordance with the terms of this Indenture; provided, however, that after giving effect to such acquisition or merger, either

     (A) the Company would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a) hereof, or

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     (B) the Fixed Charge Coverage Ratio of the Company and the Restricted Subsidiaries would be greater than immediately prior to such acquisition or merger;

     (15) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, provided, however, that such Indebtedness is extinguished within two Business Days of its incurrence;

     (16) Indebtedness of the Company or any of its Restricted Subsidiaries supported by a letter of credit issued pursuant to Credit Facilities, in a principal amount not in excess of the stated amount of such letter of credit;

     (17) (a) any guarantee by the Company or a Restricted Subsidiary of Indebtedness or other obligations of any Restricted Subsidiary so long as the incurrence of such Indebtedness incurred by such Restricted Subsidiary is permitted under the terms of this Indenture, or

     (b) any guarantee by a Restricted Subsidiary of Indebtedness of the Company provided, however, that such guarantee is incurred in accordance with Section 4.15 hereof; and

     (18) Indebtedness owed by the Company or any of its Restricted Subsidiaries to current or former officers, directors and employees thereof, their respective estates, spouses or former spouses, in each case to finance the purchase or redemption of Equity Interests of the Company or any direct or indirect parent company of the Company to the extent set forth in clause (4) of Section 4.07(b) hereof.

     (c) For purposes of determining compliance with this Section 4.09:

     (1) in the event that an item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) meets the criteria of more than one of the categories of permitted Indebtedness, Disqualified Stock or Preferred Stock set forth in clauses (1) through (18) of Section 4.09(b) hereof or is entitled to be incurred pursuant to Section 4.09(a) hereof, the Company, in its sole discretion, shall classify and may thereafter reclassify such item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) and shall only be required to include the amount and type of such Indebtedness, Disqualified Stock or Preferred Stock in one of the above clauses; provided, however that all Indebtedness outstanding under the Credit Facilities after the application of the net proceeds from the sale of the Notes shall first be applied to clause (1) of Section 4.09(b) hereof; and

     (2) at the time of incurrence, the Company shall be entitled to divide and classify an item of Indebtedness in more than one of the types of Indebtedness set forth in Sections 4.09(a) and 4.09(b) hereof (it being understood that any Indebtedness,

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Disqualified Stock or Preferred Stock incurred pursuant to clause (12)(b) or clause (4) of Section 4.09(b) hereof shall cease to be deemed incurred or outstanding for purposes of first, clause (12)(b) and second, clause (4) and shall be deemed incurred for the purposes of Section 4.09(a) hereof from and after the first date on which, and to the extent that, the Company or such Restricted Subsidiary could have incurred such Indebtedness, Disqualified Stock or Preferred Stock under the Section 4.09(a) hereof without reliance on clause (12)(b) or (4), as applicable).

          Accrual of interest, the accretion of accreted value and the payment of interest or dividends in the form of additional Indebtedness, Disqualified Stock or Preferred Stock shall not be deemed to be an incurrence of Indebtedness, Disqualified Stock or Preferred Stock for purposes of this Section 4.09.

          For purposes of determining compliance with any U.S. dollar-denominated restriction on the incurrence of Indebtedness, the U.S. dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was incurred, in the case of term debt, or first committed, in the case of revolving credit Indebtedness; provided, however that if such Indebtedness is incurred to refinance other Indebtedness denominated in a foreign currency, and such refinancing would cause the applicable U.S. dollar denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed the principal amount of such Indebtedness being refinanced.

          The principal amount of any Indebtedness incurred to refinance other Indebtedness, if incurred in a different currency from the Indebtedness being refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in which such respective Indebtedness is denominated that is in effect on the date of such refinancing.

Section 4.10 Asset Sales.

          (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, consummate an Asset Sale, unless:

     (1) the Company or such Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value (as determined in good faith by the Company) of the assets sold or otherwise disposed of; and

     (2) except in the case of a Permitted Asset Swap, at least 75% of the consideration therefor received by the Company or such Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents; provided, however, that, for purposes of this provision and for no other purpose, each of the following shall be deemed to be cash:

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     (A) any liabilities (as shown on the Company’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto) of the Company or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the Notes, that are assumed by the transferee of such assets and with respect to which the Company and all of its Restricted Subsidiaries have been validly released by all creditors in writing,

     (B) any securities received by the Company or such Restricted Subsidiary from such transferee that are converted by the Company or such Restricted Subsidiary into cash (to the extent of the cash received) within 180 days following the closing of such Asset Sale to the extent of the cash received in such conversion, and

     (C) any Designated Non-cash Consideration received by the Company or such Restricted Subsidiary having an aggregate fair market value (as determined in good faith by the Company), taken together with all other Designated Non-cash Consideration received pursuant to this clause (c) that is at that time outstanding, not to exceed the greater of $150.0 million and 6% of Total Assets at the time of the receipt of such Designated Non-cash Consideration, with the fair market value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value.

          (b) Within 450 days after the receipt of any Net Proceeds of any Asset Sale, the Company or any Restricted Subsidiary, at its option, may apply the Net Proceeds from such Asset Sale,

     (1) to permanently reduce:

     (A) Obligations under the Senior Indebtedness and to correspondingly reduce commitments with respect thereto;

     (B) Obligations under other Senior Subordinated Indebtedness (and to correspondingly reduce commitments with respect thereto), provided, however, that the Company shall equally and ratably reduce Obligations under the Notes as provided under Section 3.07 hereof through open-market purchases (to the extent such purchases are at or above 100% of the principal amount thereof) or by making an offer (in accordance with the procedures set forth under Section 4.10(c) hereof) to all Holders to purchase their Notes at 100% of the principal amount thereof, plus the amount of accrued but unpaid interest, if any, on the amount of Notes that would otherwise be prepaid; or

     (C) Indebtedness of a Restricted Subsidiary that is not a U.S. Issuer or a Guarantor, other than Indebtedness owed to the Company or another Restricted Subsidiary; or

     (2) to:

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     (A) make capital expenditures;

     (B) either (i) make Restricted Payments pursuant to clause (17) of Section 4.07(b) hereof or (ii) redeem Notes and Senior Notes in accordance with Section 3.10 hereof in each case with the proceeds of Designated Asset Sales;

     (C) make an Investment in any one or more businesses; provided, however, that any such Investment is in the form of the acquisition of Capital Stock and results in such business becoming a Restricted Subsidiary; or

     (D) acquire properties or other assets,

that, in the case of each of clauses (C) and (D), are either used or useful in a Similar Business or replace the businesses, properties and /or assets that are the subject of such Asset Sale; provided further, however, that a binding commitment shall be treated as a permitted application of the Net Proceeds from the date of such commitment so long as the Company or such other Restricted Subsidiary enters into such commitment with the good faith expectation that such Net Proceeds will be applied to satisfy such commitment within 180 days of such commitment (an “Acceptable Commitment”) and, in the event any Acceptable Commitment is later cancelled or terminated for any reason before the Net Proceeds are applied in connection therewith, the Company or such Restricted Subsidiary enters into another Acceptable Commitment (a “Second Commitment”) within 180 days of such cancellation or termination; provided, however, that if any Second Commitment is later cancelled or terminated for any reason before such Net Proceeds are applied, then such Net Proceeds shall constitute Excess Proceeds.

          (c) Any Net Proceeds from the Asset Sale that are not invested or applied as provided and within the time period set forth in Section 4.10(b) shall be deemed to constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $25.0 million, the Issuers shall make an offer to all Holders of the Notes and, if required by the terms of any Indebtedness that is pari passu with the Notes (“Pari Passu Indebtedness”), to the holders of such Pari Passu Indebtedness (an “Asset Sale Offer”), to purchase the maximum aggregate principal amount (or accreted value, as applicable) of the Notes and such Pari Passu Indebtedness that is in a minimum amount of $2,000 and an integral multiple of $1,000 in excess thereof that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest, if any, to the date fixed for the closing of such offer, in accordance with the procedures set forth in this Indenture. The Issuers shall commence an Asset Sale Offer with respect to Excess Proceeds within ten Business Days after the date that Excess Proceeds exceed $25.0 million by delivering the notice required pursuant to the terms of this Indenture, with a copy to the Trustee.

          To the extent that the aggregate amount of Notes and such Pari Passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Issuers may use any remaining Excess Proceeds for general corporate purposes, subject to other

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covenants contained in this Indenture. If the aggregate principal amount of Notes or the Pari Passu Indebtedness surrendered by such holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such Pari Passu Indebtedness to be purchased on a pro rata basis based on the accreted value or principal amount of the Notes or such Pari Passu Indebtedness tendered. Upon completion of any such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero.

          (d) Pending the final application of any Net Proceeds pursuant to this Section 4.10, the holder of such Net Proceeds may apply such Net Proceeds temporarily to reduce Indebtedness outstanding under a revolving credit facility or otherwise invest such Net Proceeds in any manner not prohibited by this Indenture.

          (e) The Issuers shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of the Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture, the Issuers shall comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations set forth in this Indenture by virtue thereof.

Section 4.11 Transactions with Affiliates.

          (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of the Company (each of the foregoing, an “Affiliate Transaction”) involving aggregate payments or consideration in excess of $5.0 million, unless:

     (1) such Affiliate Transaction is on terms that are not materially less favorable to the Company or its relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Company or such Restricted Subsidiary with an unrelated Person on an arm’s-length basis; and

     (2) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate payments or consideration in excess of $20.0 million, the Company delivers to the Trustee a resolution adopted by the majority of the board of directors of the Company approving such Affiliate Transaction and set forth in an Officer’s Certificate certifying that such Affiliate Transaction complies with clause (1) of this Section 4.11(a).

          (b) The provisions of Section 4.11(a) hereof shall not apply to the following:

     (1) transactions between or among the Company or any of its Restricted Subsidiaries;

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     (2) Restricted Payments permitted by Section 4.07 hereof and the definition of “Permitted Investments;”

     (3) the payment of management, consulting, monitoring and advisory fees and related expenses to the Investors pursuant to the Sponsor Advisory Agreement;

     (4) the payment of reasonable and customary fees paid to, and indemnities provided on behalf of, officers, directors, employees or consultants of the Company, any of its direct or indirect parent companies or any of its Restricted Subsidiaries;

     (5) transactions in which the Company or any of its Restricted Subsidiaries, as the case may be, delivers to the Trustee a letter from an Independent Financial Advisor stating that such transaction is fair to the Company or such Restricted Subsidiary from a financial point of view or stating that the terms are not materially less favorable to the Company or its relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Company or such Restricted Subsidiary with an unrelated Person on an arm’s-length basis;

     (6) any agreement as in effect as of the Issue Date, or any amendment thereto (so long as any such amendment is not disadvantageous to the Company when taken as a whole as compared to the applicable agreement as in effect on the Issue Date);

     (7) the existence of, or the performance by the Company or any of its Restricted Subsidiaries of its obligations under the terms of, any stockholders agreement (including any registration rights agreement or purchase agreement related thereto) to which it is a party as of the Issue Date and any similar agreements which it may enter into thereafter; provided, however, that the existence of, or the performance by the Company or any of its Restricted Subsidiaries of obligations under any future amendment to any such existing agreement or under any similar agreement entered into after the Issue Date shall only be permitted by this clause (7) to the extent that the terms of any such amendment or new agreement are not otherwise disadvantageous to the Holders when taken as a whole;

     (8) the Transactions and the payment of all fees and expenses related to the Transactions, in each case as disclosed in the Offering Memorandum;

     (9) transactions with customers, clients, suppliers, or purchasers or sellers of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of this Indenture, which are fair to the Company and its Restricted Subsidiaries, in the reasonable determination of the board of directors of the Company or the senior management thereof, or are on terms at least as favorable as are reasonably likely to have been obtained at such time from an unaffiliated party;

     (10) the issuance of Equity Interests (other than Disqualified Stock) of the Company to any Permitted Holder or to any director, officer, employee or consultant;

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     (11) sales of accounts receivable, or participations therein, in connection with any Receivables Facility;

     (12) payments by the Company or any of its Restricted Subsidiaries to any of the Investors for financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, including, without limitation, in connection with acquisitions or divestitures which payments are approved in good faith by a majority of the board of directors of the Company;

     (13) payments or loans (or cancellation of loans) to employees or consultants of the Company, any of its direct or indirect parent companies or any of its Restricted Subsidiaries and employment agreements, stock option plans and other similar arrangements with such employees or consultants which, in each case, are approved in good faith by the Company; and

     (14) investments by the Investors in securities of the Company or any of its Restricted Subsidiaries so long as (i) the investment is being offered generally to other investors on the same or more favorable terms and (ii) the investment constitutes less than 5% of the proposed or outstanding issue amount of such class of securities.

Section 4.12 Liens.

          The Company shall not, and shall not permit any U.S. Issuer or Guarantor to, directly or indirectly, create, incur, assume or suffer to exist any Lien (except Permitted Liens) that secures obligations under any Indebtedness ranking pari passu with or subordinated to the Notes or any related Guarantee, on any asset or property of the Company or any U.S. Issuer or Guarantor, or any income or profits therefrom, or assign or convey any right to receive income therefrom, unless:

     (1) in the case of Liens securing Subordinated Indebtedness, the Notes and related Guarantees are secured by a Lien on such property, assets or proceeds that is senior in priority to such Liens; or

     (2) in all other cases, the Notes or the Guarantees are equally and ratably secured, except that the foregoing shall not apply to (A) Liens securing Indebtedness incurred under Credit Facilities, including any letter of credit facility relating thereto, pursuant to clause (1) of Section 4.09(b) hereof, and (B) Liens securing Obligations in respect of any Senior Indebtedness.

Section 4.13 Corporate Existence.

          Subject to Article 5 hereof, the Company shall do or cause to be done all things necessary to preserve and keep in full force and effect (i) its corporate existence, and the corporate, partnership or other existence of each of its Restricted Subsidiaries, in accordance with the respective organizational documents (as the same may be amended from time to time) of the Company or any such Restricted Subsidiary and (ii) the rights (charter and statutory),

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licenses and franchises of the Company and its Restricted Subsidiaries; provided that the Company shall not be required to preserve any such right, license or franchise, or the corporate, partnership or other existence of any of its Restricted Subsidiaries, if the Company in good faith shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Company and its Restricted Subsidiaries, taken as a whole.

Section 4.14 Offer to Repurchase Upon Change of Control.

          (a) If a Change of Control occurs, unless the Issuers have previously or concurrently mailed a redemption notice with respect to all the outstanding Notes as set forth under Section 3.07 hereof, the Issuers shall make an offer to purchase all of the Notes pursuant to the offer set forth below (the “Change of Control Offer”) at a price in cash (the “Change of Control Payment”) equal to 101 % of the aggregate principal amount thereof plus accrued and unpaid interest and Additional Interest, if any, to the date of purchase, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. Within 30 days following any Change of Control, the Issuers shall send notice of such Change of Control Offer, with a copy to the Trustee, to each Holder of Notes by first-class mail to the address of such Holder appearing in the security register or otherwise in accordance with the procedures of DTC, with the following information:

     (1) that a Change of Control Offer is being made pursuant to this Section 4.14 and the circumstances and relevant facts regarding such Change of Control;

     (2) the purchase price and the purchase date, which will be no earlier than 30 days nor later than 60 days from the date of such notice (the “Change of Control Payment Date”);

     (3) that all Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment by us, that any Note not properly tendered will remain outstanding and continue to accrue interest, and that unless the Issuers default in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on the Change of Control Payment Date; and

     (4) the instructions, as determined by the Issuers, consistent with this Section 4.14, that a Holder must follow in connection with the Change of Control Offer.

          The notice, if mailed in a manner herein provided, shall be conclusively presumed to have been given, whether or not the Holder receives such notice. If (a) the notice is mailed in a manner herein provided and (b) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuers shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or

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regulations conflict with the provisions of this Section 4.14, the Issuers shall comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations under this Section 4.14 by virtue thereof.

          (b) On the Change of Control Payment Date, the Issuers shall, to the extent permitted by law,

     (1) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer,

     (2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered, and

     (3) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the Issuers.

          (c) The Issuers shall not be required to make a Change of Control Offer following a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 applicable to a Change of Control Offer made by the Issuers and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control, conditional upon completion of the transaction constituting such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.

          (d) Other than as specifically provided in this Section 4.14, any purchase pursuant to this Section 4.14 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof.

Section 4.15 Limitation on Guarantees of Indebtedness by Restricted Subsidiaries.

          The Company shall not permit any of its Wholly Owned Subsidiaries that are Restricted Subsidiaries (and non-Wholly Owned Subsidiaries if such non-Wholly Owned Subsidiaries guarantee other Indebtedness), other than a U.S. Issuer or a Guarantor, to guarantee the payment of any Indebtedness of the Company or any Restricted Subsidiary unless:

     (1) such Restricted Subsidiary within 30 days executes and delivers a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto, providing for a Guarantee by such Restricted Subsidiary, except that with respect to a guarantee of Indebtedness of any Issuer or any Guarantor,

          (a) if the Notes or such Guarantor’s Guarantee are subordinated in right of payment to such Indebtedness, the Guarantee under the supplemental indenture shall be subordinated to such Restricted Subsidiary’s guarantee with

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respect to such Indebtedness substantially to the same extent as the Notes are subordinated to such Indebtedness; and

          (b) if such Indebtedness is by its express terms subordinated in right of payment to the Notes or such Guarantor’s Guarantee, any such guarantee by such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Guarantee substantially to the same extent as such Indebtedness is subordinated to the Notes;

     (2) such Restricted Subsidiary waives and shall not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Company or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Guarantee; and

     (3) such Restricted Subsidiary shall deliver to the Trustee an Opinion of Counsel to the effect that:

     (a) such Guarantee has been duly executed and authorized; and

     (b) such Guarantee constitutes a valid, binding and enforceable obligation of such Restricted Subsidiary, except insofar as enforcement thereof may be limited by bankruptcy, insolvency or similar laws (including, without limitation, all laws relating to fraudulent transfers) and except insofar as enforcement thereof is subject to general principles of equity;

provided, however, that this Section 4.15 shall not be applicable to any guarantee of any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary and was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary.

Section 4.16 Suspension of Covenants.

          (a) During any period of time that (i) the Notes have Investment Grade Ratings from both Rating Agencies and (ii) no Default or Event of Default has occurred and is continuing under this Indenture (the occurrence of the events set forth in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”), the Company and the Restricted Subsidiaries will not be subject to Sections 4.07, 4.08, 4.09, 4.10, 4.11, 4.15, 4.18 and clause (4) of Section 5.01(a) hereof (collectively, the “Suspended Covenants”). Upon the occurrence of a Covenant Suspension Event, the amount of Excess Proceeds from Net Proceeds shall be reset at zero. The Guarantees of the Guarantors will be suspended as of such date (the “Suspension Date”).

          (b) In the event that the Company and the Restricted Subsidiaries are not subject to the Suspended Covenants under this Indenture for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) one or both of the Rating Agencies withdraws its Investment Grade Rating or downgrades the rating assigned to the Notes

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below an Investment Grade Rating, then the Company and the Restricted Subsidiaries shall thereafter again be subject to the Suspended Covenants under this Indenture with respect to future events and the Guarantees will be reinstated. The period of time between the Suspension Date and the Reversion Date is referred to in this description as the “Suspension Period.” Notwithstanding that the Suspended Covenants may be reinstated, no Default or Event of Default will be deemed to have occurred as a result of a failure to comply with the Suspended Covenants during the Suspension Period (or upon termination of the Suspension Period or after that time based solely on events that occurred during the Suspension Period). The Issuers shall deliver promptly to the Trustee an Officer’s Certificate notifying it of any such occurrence under this Section 4.16.

          On the Reversion Date, all Indebtedness incurred, or Disqualified Stock issued, during the Suspension Period will be classified to have been incurred or issued pursuant to Section 4.09(b)(3). Calculations made after the Reversion Date of the amount available to be made as Restricted Payments under Section 4.07 hereof will be made as though Section 4.07 hereof had been in effect since the Issue Date and prior to, but not during, the Suspension Period.

Section 4.17 Additional Amounts.

          All payments of, or in respect of, principal of, and premium and interest on, the Notes or under the Guarantees will be made without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature imposed or levied by or on behalf of the Republic of Singapore, including any political subdivision or taxing authority thereof, or any other jurisdiction in which any Guarantor is organized or resident for tax purposes or from or through which payment is made, other than the United States or any State or taxing authority thereof (including, in each case, any political subdivision thereof) (the “Relevant Jurisdiction”) or any authority thereof or therein having power to tax unless these taxes, duties, assessments or governmental charges are required to be withheld or deducted. In that event, the Issuers (or the Guarantor, as the case may be), jointly and severally, agree to pay such additional amount as will result (after deduction of such taxes, duties, assessments or governmental charges and any additional taxes, duties, assessments or governmental charges of the Relevant Jurisdiction) in the payment to each Holder of a Note of the amounts that would have been payable in respect of such Notes or under the Guarantees had no withholding or deduction been required (such amounts, “Additional Amounts”), except that no Additional Amounts shall be payable for or on account of:

(1) any tax, duty, assessment or other governmental charge that would not have been imposed but for the fact that such Holder:

(a) is or has been a domiciliary, national or resident of, engages or has been engaged in business, maintains or has maintained a permanent establishment, or is or has been physically present in Singapore or the other jurisdiction, or otherwise has or has had some connection with the Relevant Jurisdiction other than the mere ownership of, or receipt of payment under,

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such Note or under the Guarantees (including, without limitation, the Holder being a resident in the Relevant Jurisdiction for tax purposes); or

(b) presented such Note more than 30 days after the date on which the payment in respect of such Note first became due and payable or provided for, whichever is later, except to the extent that the Holder would have been entitled to such Additional Amounts if it had presented such Note for payment on any day within such period of 30 days;

(2)	any estate, inheritance, gift, sale, transfer, personal property or similar tax, assessment or other governmental charge;
(3)	any tax, duty, assessment or other governmental charge which is payable otherwise than by deduction or withholding from payment of interest, principal or premium on the Notes or under the Guarantees;
(4)	any tax, duty, assessment or other governmental charge that is imposed or withheld by reason of the failure to duly and timely comply by the Holder or the beneficial owner of a Note with a request by the Company addressed to the Holder (A) to provide information concerning the nationality, residence, identity or connection with the Relevant Jurisdiction of the Holder or such beneficial owner or connection with the Relevant Jurisdiction or (B) to make any declaration or other similar claim or satisfy any information or reporting requirement, which, in the case of (A) and (B), is required or imposed by a statute, treaty, regulation or administrative practice of the taxing jurisdiction as a precondition to exemption from all or part of such tax, duty, assessment or other governmental charge;
(5)	any payment of the principal of or premium or interest on any Note to any Holder who is a fiduciary, partnership or person other than the sole beneficial owner of the payment to the extent that, if the beneficial owner had held the Note directly, such beneficial owner would not have been entitled to the Additional Amounts;
(6)	except in the case of a winding up of the Company, any tax, duty, assessment or other governmental charge which would not have been imposed but for the presentation of a Note for payment (where presentation is required) in the Relevant Jurisdiction (unless by reason of the Company’s actions, presentment could not have been made elsewhere); or
(7)	any combination of the items listed above.

          Such Additional Amounts will also not be payable where, had the beneficial owner of the Note been the Holder, it would not have been entitled to payment of Additional Amounts by reason of clauses (1) through (7) above.

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          If any taxes are required to be deducted or withheld from payments on the Notes or under the Guarantees, the Company shall promptly provide a receipt of the payment of such taxes (or if such receipt is not available, any other evidence of payment reasonably acceptable to the Trustee).

          Any reference herein to the payment of the principal or interest on any Note shall be deemed to include the payment of Additional Amounts provided for in this Indenture to the extent that, in such context, Additional Amounts are, were or would be payable under this Indenture.

Section 4.18 Limitation on Layering

          Notwithstanding anything to the contrary, the Issuers shall not, and shall not permit any Guarantor to, directly or indirectly, incur any Indebtedness (including Acquired Indebtedness) that is subordinate in right of payment to any Senior Indebtedness of the Issuers or such Guarantor, as the case may be, unless such Indebtedness is either:

     (a) equal in right of payment with the Notes or such Guarantor’s Guarantee of the Notes, as the case may be; or

     (b) expressly subordinated in right of payment to the Notes or such Guarantor’s Guarantee of the Notes, as the case may be.

          For the purposes of this Indenture, Indebtedness that is unsecured is not deemed to be subordinated or junior to Secured Indebtedness merely because it is unsecured, and Senior Indebtedness is not deemed to be subordinated or junior to any other Senior Indebtedness merely because it has a junior priority with respect to the same collateral.

ARTICLE 5

SUCCESSORS

Section 5.01 Merger, Consolidation or Sale of All or Substantially All Assets.

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

     (1) either: (x) the Company is the surviving Person; or (y) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a Person organized or existing under the laws of the jurisdiction of organization of the Company or the laws of the Republic of Singapore or of the United States, any state thereof, the District of Columbia, or any territory thereof (such Person, as the case may be, being herein called the “Successor Company”);

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     (2) the Successor Company, if other than the Company, expressly assumes all the obligations of the Company under the Notes pursuant to supplemental indentures or other documents or instruments in form reasonably satisfactory to the Trustee;

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

     (4) immediately after giving pro forma effect to such transaction and any related financing transactions, as if such transactions had occurred at the beginning of the applicable four-quarter period,

     (A) the Successor Company would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a) hereof, or

     (B) the Fixed Charge Coverage Ratio for the Successor Company, the Company and its Restricted Subsidiaries would be greater than such Ratio for the Company and its Restricted Subsidiaries immediately prior to such transaction;

     (5) each U.S. Issuer and Guarantor, unless it is the other party to the transactions set forth above, in which case Section 5.01(c)(1)(B) hereof shall apply, shall have by supplemental indenture confirmed that its obligations under this Indenture and the Notes or Guarantee, as the case may be, shall apply to such Person’s obligations under this Indenture, the Notes and the Registration Rights Agreement;

     (6) if the merging corporation is organized and existing under the laws of the Republic of Singapore and the Successor Company is organized and existing under the laws of the United States of America, any state thereof, the District of Columbia or any territory thereof or if the merging corporation is organized and existing under the laws of the United States of America, any state thereof, the District of Columbia or any territory thereof and the Successor Company is organized and existing under the laws of the Republic of Singapore, the Company shall have delivered to the Trustee an Opinion of Counsel that the holders of the Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of the transaction and will be taxed for U.S. federal income tax purposes on the same amounts and at the same times as would have been the case if the transaction had not occurred;

     (7) in the event that the Successor Company is organized and existing under the laws of a jurisdiction other than the merging corporation’s jurisdiction and an opinion is not delivered pursuant to clause (6) above, the Successor Company shall agree to withhold any taxes, duties, assessments or similar charges that arise as a consequence of such consolidation, merger or sale with respect to the payment of principal, premium or interest on the Notes or Guarantees and to pay such additional amounts as may be necessary to ensure that the net amounts receivable by holders of the Notes after any such withholding or deduction will equal the respective amounts of principal, premium and interest which would have been receivable in respect of the Notes in the absence of such consolidation,

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merger or sale, to the extent such additional amounts would be required by and subject to the terms (including all relevant exceptions) contained in Section 4.17 hereof; and

     (8) the Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indentures, if any, comply with this Indenture.

          (b) The Successor Company shall succeed to, and be substituted for the Company, as the case may be, under this Indenture, the Guarantees and the Notes, as applicable. Notwithstanding clauses (3) and (4) of Section 5.01 (a) hereof,

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

     (y) the Company may merge with an Affiliate of the Company solely for the purpose of reincorporating the Company in a state of the United States, the District of Columbia, any territory thereof or the Republic of Singapore so long as the amount of Indebtedness of the Company and its Restricted Subsidiaries is not increased thereby.

          (c) Subject to certain limitations set forth in this Indenture governing release of a U.S. Issuer from its obligations under this Indenture and the Notes and a Guarantor from its Guarantee upon the sale, disposition or transfer of a guarantor, no U.S. Issuer or Guarantor shall, and the Company shall not permit any U.S. Issuer or Guarantor to, consolidate or merge with or into or wind up into (whether or not an Issuer or Guarantor is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets, in one or more related transactions, to any Person unless:

     (1) (A) such U.S. Issuer or Guarantor is the surviving corporation or the Person formed by or surviving any such consolidation or merger (if other than such U.S. Issuer or Guarantor) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation organized or existing under the laws of the jurisdiction of organization of such U.S. Issuer or Guarantor, as the case may be, or the laws of the Republic of Singapore, or of the United States, any state thereof, the District of Columbia, or any territory thereof (such Guarantor or such Person, as the case may be, being herein called the “Successor Person”);

     (B) the Successor Person, if other than such U.S. Issuer or Guarantor, expressly assumes all the obligations of such U.S. Issuer or Guarantor under this Indenture and such Guarantor’s related Guarantee pursuant to supplemental indentures or other documents or instruments in form reasonably satisfactory to the Trustee;

     (C) immediately after giving effect to such transaction, no Default or Event of Default exists; and

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     (D) the Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indentures, if any, comply with this Indenture; or

     (2) the transaction is made in compliance with Section 4.10 hereof.

          (d) Subject to certain limitations set forth in this Indenture, the Successor Person shall succeed to, and be substituted for, such U.S. Issuer or Guarantor under this Indenture and such Guarantor’s Guarantee. Notwithstanding the foregoing, any U.S. Issuer or Guarantor may merge into or transfer all or part of its properties and assets to another U.S. Issuer or Guarantor or the Company.

Section 5.02 Successor Corporation Substituted.

          Upon any consolidation or merger, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the assets of the Company in accordance with Section 5.01 hereof, the successor corporation formed by such consolidation or into or with which the Company is merged or to which such sale, assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and be substituted for (so that from and after the date of such consolidation, merger, sale, lease, conveyance or other disposition, the provisions of this Indenture referring to the Company shall refer instead to the successor corporation and not to the Company), and may exercise every right and power of the Company under this Indenture with the same effect as if such successor Person had been named as the Company herein; provided that the predecessor Company shall not be relieved from the obligation to pay the principal of and interest and Additional Interest, if any, on the Notes except in the case of a sale, assignment, transfer, conveyance or other disposition of all of the Company’s assets that meets the requirements of Section 5.01 hereof.

ARTICLE 6

DEFAULTS AND REMEDIES

Section 6.01 Events of Default.

          (a) An “Event of Default” wherever used herein, means any one of the following events (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body):

     (1) default in payment when due and payable, upon redemption, acceleration or otherwise, of principal of, or premium, if any, on the Notes (whether or not prohibited by the subordination provisions of this Indenture);

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     (2) default for 30 days or more in the payment when due of interest or Additional Interest on or with respect to the Notes (whether or not prohibited by the subordination provisions of this Indenture);

     (3) failure by any Issuer or any Guarantor for 60 days after receipt of written notice given by the Trustee or the Holders of not less than 30% in principal amount of the Notes to comply with any of its obligations, covenants or agreements (other than a default referred to in clauses (1) and (2) above) contained in this Indenture or the Notes;

     (4) default under any mortgage, indenture or instrument under which there is issued or by which there is secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiaries or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries, other than Indebtedness owed to the Company or a Restricted Subsidiary, whether such Indebtedness or guarantee now exists or is created after the issuance of the Notes, if both:

     (a) such default either results from the failure to pay any principal of such Indebtedness at its Stated Maturity (after giving effect to any applicable grace periods) or relates to an obligation other than the obligation to pay principal of any such Indebtedness at its Stated Maturity and results in the holder or holders of such Indebtedness causing such Indebtedness to become due prior to its Stated Maturity; and

     (b) the principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at its Stated Maturity (after giving effect to any applicable grace periods), or the maturity of which has been so accelerated, aggregate $50.0 million or more at any one time outstanding;

     (5) failure by the Company or any Significant Subsidiary to pay final judgments aggregating in excess of $50.0 million, which final judgments remain unpaid, undischarged and unstayed for a period of more than 60 days after such judgment becomes final, and in the event such judgment is covered by insurance, an enforcement proceeding has been commenced by any creditor upon such judgment or decree which is not promptly stayed;

     (6) the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, pursuant to or within the meaning of any Bankruptcy Law:

     (a) commences proceedings to be adjudicated bankrupt or insolvent;

     (b) consents to the institution of bankruptcy or insolvency proceedings against it, or the filing by it of a petition or answer or consent seeking reorganization or relief under applicable Bankruptcy Law;

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     (c) consents to the appointment of a receiver, liquidator, assignee, trustee, sequestrator or other similar official of it or for all or substantially all of its property;

     (d) makes a general assignment for the benefit of its creditors; or

     (e) generally is not paying its debts as they become due;

     (7) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:

     (a) is for relief against the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, in a proceeding in which the Company or any such Restricted Subsidiaries, that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, is to be adjudicated bankrupt or insolvent;

     (b) appoints a receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, or for all or substantially all of the property of the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary; or

     (c) orders the liquidation of the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary;

and the order or decree remains unstayed and in effect for 60 consecutive days; or

     (8) the Guarantee of any Significant Subsidiary shall for any reason cease to be in full force and effect or be declared null and void or any responsible officer of any Guarantor that is a Significant Subsidiary, as the case may be, denies that it has any further liability under its Guarantee or gives notice to such effect, other than by reason of the termination of this Indenture or the release of any such Guarantee in accordance with this Indenture.

          (b) In the event of any Event of Default specified in clause (4) of Section 6.01(a) hereof, such Event of Default and all consequences thereof (excluding any resulting payment default, other than as a result of acceleration of the Notes) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders, if within 20 days after such Event of Default arose:

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     (1) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged; or

     (2) Holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default; or

     (3) the default that is the basis for such Event of Default has been cured.

Section 6.02 Acceleration.

          If any Event of Default (other than an Event of Default specified in clause (6) or (7) of Section 6.01(a) hereof) occurs and is continuing under this Indenture, the Trustee or the Holders of at least 30% in principal amount of the then total outstanding Notes may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately. Upon the effectiveness of such declaration, such principal and interest shall be due and payable immediately; provided, however, that so long as any Indebtedness permitted to be incurred under this Indenture as part of the Senior Credit Facilities shall be outstanding, no such acceleration shall be effective until the earlier of:

          (1) acceleration of any such Indebtedness under the Senior Credit Facilities; or

          (2) five Business Days after the giving of written notice of such acceleration to the Issuers and the administrative agent under the Senior Credit Facilities.

          The Trustee shall have no obligation to accelerate the Notes if and so long as a committee of its Responsible Officers in good faith determines acceleration is not in the best interest of the Holders of the Notes.

          Notwithstanding the foregoing, in the case of an Event of Default arising under clause (6) or (7) of Section 6.01(a) hereof, all outstanding Notes shall be due and payable immediately without further action or notice.

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

Section 6.03 Other Remedies.

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

          The Trustee may maintain a proceeding even if it does not possess any of the Notes or does not produce any of them in the proceeding. A delay or omission by the Trustee or any Holder of a Note in exercising any right or remedy accruing upon an Event of Default shall

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not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default. All remedies are cumulative to the extent permitted by law.

Section 6.04 Waiver of Past Defaults.

          Holders of not less than a majority in aggregate principal amount of the then outstanding Notes by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default and its consequences hereunder, except a continuing Default in the payment of the principal of, premium, if any, Additional Interest, if any, or interest on,any Note held by a non-consenting Holder (including in connection with an Asset Sale Offer or a Change of Control Offer); provided, subject to Section 6.02 hereof, that the Holders of a majority in aggregate principal amount of the then outstanding Notes may rescind an acceleration and its consequences, including any related payment default that resulted from such acceleration. Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon.

Section 6.05 Control by Majority.

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

Section 6.06 Limitation on Suits.

          Subject to Section 6.07 hereof, no Holder of a Note may pursue any remedy with respect to this Indenture or the Notes unless:

     (1) such Holder has previously given the Trustee notice that an Event of Default is continuing;

     (2) Holders of at least 30% in principal amount of the total outstanding Notes have requested the Trustee to pursue the remedy;

     (3) Holders of the Notes have offered the Trustee reasonable security or indemnity against any loss, liability or expense;

     (4) the Trustee has not complied with such request within 60 days after the receipt thereof and the offer of security or indemnity; and

     (5) Holders of a majority in principal amount of the total outstanding Notes have not given the Trustee a direction inconsistent with such request within such 60-day period.

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          A Holder of a Note may not use this Indenture to prejudice the rights of another Holder of a Note or to obtain a preference or priority over another Holder of a Note.

Section 6.07 Rights of Holders of Notes to Receive Payment.

          Notwithstanding any other provision of this Indenture, the right of any Holder of a Note to receive payment of principal, premium, if any, and Additional Interest, if any, and interest on the Note, on or after the respective due dates expressed in the Note (including in connection with an Asset Sale Offer or a Change of Control Offer), or to bring suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder.

Section 6.08 Collection Suit by Trustee.

          If an Event of Default specified in Section 6.01(a)(1) or (2) hereof occurs and is continuing, the Trustee is authorized to recover judgment in its own name and as trustee of an express trust against the Issuers for the whole amount of principal of, premium, if any, and Additional Interest, if any, and interest remaining unpaid on the Notes and interest on overdue principal and, to the extent lawful, interest and such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel.

Section 6.09 Restoration of Rights and Remedies.

          If the Trustee or any Holder has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder, then and in every such case, subject to any determination in such proceedings, the Issuers, the Trustee and the Holders shall be restored severally and respectively to their former positions hereunder and thereafter all rights and remedies of the Trustee and the Holders shall continue as though no such proceeding has been instituted.

Section 6.10 Rights and Remedies Cumulative.

          Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes in Section 2.07 hereof, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.

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Section 6.11 Delay or Omission Not Waiver.

          No delay or omission of the Trustee or of any Holder of any Note to exercise any right or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by this Article or by law to the Trustee or to the Holders may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the Holders, as the case may be.

Section 6.12 Trustee May File Proofs of Claim.

          The Trustee is authorized to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and the Holders of the Notes allowed in any judicial proceedings relative to the Issuers (or any other obligor upon the Notes including the Guarantors), its creditors or its property and shall be entitled and empowered to participate as a member in any official committee of creditors appointed in such matter and to collect, receive and distribute any money or other property payable or deliverable on any such claims and any custodian in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee, and in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07 hereof. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07 hereof out of the estate in any such proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Holders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.

Section 6.13 Priorities.

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

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

     (ii) to holders of Senior Indebtedness of the Issuers and, if such money or property has been collected from a Guarantor, to holders of Senior Indebtedness of such

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Guarantor, in each case to the extent required by Article 10 and/or Article 12 hereof, as applicable;

     (iii) to Holders of Notes for amounts due and unpaid on the Notes for principal, premium, if any, and Additional Interest, if any, and interest, ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for principal, premium, if any, and Additional Interest, if any, and interest, respectively; and

     (iv) to the Issuers or to such party as a court of competent jurisdiction shall direct including a Guarantor, if applicable.

          The Trustee may fix a record date and payment date for any payment to Holders of Notes pursuant to this Section 6.13.

Section 6.14 Undertaking for Costs.

          In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as a Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. This Section 6.14 does not apply to a suit by the Trustee, a suit by a Holder of a Note pursuant to Section 6.07 hereof, or a suit by Holders of more than 10% in principal amount of the then outstanding Notes.

ARTICLE 7

TRUSTEE

Section 7.01 Duties of Trustee.

          (a) If an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in its exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs.

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

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

     (ii) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements

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of this Indenture. However, in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture.

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

     (i) this paragraph does not limit the effect of paragraph (b) of this Section 7.01;

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

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

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

          (e) The Trustee shall be under no obligation to exercise any of its rights or powers under this Indenture at the request or direction of any of the Holders of the Notes unless the Holders have offered to the Trustee reasonable indemnity or security against any loss, liability or expense.

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

Section 7.02 Rights of Trustee.

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

          (b) Before the Trustee acts or refrains from acting, it may require an Officer’s Certificate or an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate or Opinion of

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Counsel. The Trustee may consult with counsel of its selection and the written advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon.

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

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

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

          (f) None of the provisions of this Indenture shall require the Trustee to expend or risk its own funds or otherwise to incur any liability, financial or otherwise, in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers if it shall have reasonable grounds for believing that repayment of such funds or indemnity satisfactory to it against such risk or liability is not assured to it.

          (g) The Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a Default is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Notes and this Indenture

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

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

          (j) In the event the Issuers are required to pay Additional Interest, the Issuers will provide written notice to the Trustee of the Issuers’ obligation to pay Additional Interest no later than 15 days prior to the next Interest Payment Date, which notice shall set forth the amount of the Additional Interest to be paid by the Issuers. The Trustee shall not at any time be under any duty or responsibility to any Holders to determine whether the Additional Interest is payable and the amount thereof.

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Section 7.03 Individual Rights of Trustee.

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

Section 7.04 Trustee’s Disclaimer.

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

Section 7.05 Notice of Defaults.

          If a Default occurs and is continuing and if it is known to the Trustee, the Trustee shall mail to Holders of Notes a notice of the Default within 90 days after it occurs. Except in the case of a Default relating to the payment of principal, premium, if any, or interest on any Note, the Trustee may withhold from the Holders notice of any continuing Default if and so long as a committee of its Responsible Officers in good faith determines that withholding the notice is in the interests of the Holders of the Notes. The Trustee shall not be deemed to know of any Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is such a Default is received by the Trustee at the Corporate Trust Office of the Trustee.

Section 7.06 Reports by Trustee to Holders of the Notes.

          Within 60 days after each May 15, beginning with the May 15 following the Issue Date, and for so long as Notes remain outstanding, the Trustee shall mail to the Holders of the Notes a brief report dated as of such reporting date that complies with Trust Indenture Act Section 313(a) (but if no event described in Trust Indenture Act Section 313(a) has occurred within the twelve months preceding the reporting date, no report need be transmitted). The Trustee also shall comply with Trust Indenture Act Section 313(b)(2). The Trustee shall also transmit by mail all reports as required by Trust Indenture Act Section 313(c).

          A copy of each report at the time of its mailing to the Holders of Notes shall be mailed to the Issuers and filed with the SEC and each stock exchange on which the Notes are listed in accordance with Trust Indenture Act Section 313(d). The Issuers shall promptly notify the Trustee when the Notes are listed on any stock exchange.

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Section 7.07 Compensation and Indemnity.

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

          The Issuers and the Guarantors, jointly and severally, shall indemnify the Trustee for, and hold the Trustee harmless against, any and all loss, damage, claims, liability or expense (including attorneys’ fees) incurred by it in connection with the acceptance or administration of this trust and the performance of its duties hereunder (including the costs and expenses of enforcing this Indenture against the Issuers or any of the Guarantors (including this Section 7.07) or defending itself against any claim whether asserted by any Holder, the Issuers or any Guarantor, or liability in connection with the acceptance, exercise or performance of any of its powers or duties hereunder). The Trustee shall notify the Issuers promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Issuers shall not relieve the Issuers of their obligations hereunder. The Issuers shall defend the claim and the Trustee may have separate counsel and the Issuers shall pay the fees and expenses of such counsel. The Issuers need not reimburse any expense or indemnify against any loss, liability or expense incurred by the Trustee through the Trustee’s own willful misconduct, negligence or bad faith.

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

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

          When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(a)(6) or (7) hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

          The Trustee shall comply with the provisions of Trust Indenture Act Section 313(b)(2) to the extent applicable.

Section 7.08 Replacement of Trustee.

          A resignation or removal of the Trustee and appointment of a successor Trustee shall become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section 7.08. The Trustee may resign in writing at any time and be discharged from the trust hereby created by so notifying the Issuers. The Holders of a majority in principal amount of

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the then outstanding Notes may remove the Trustee by so notifying the Trustee and the Issuers in writing. The Issuers may remove the Trustee if:

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

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

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

     (d) the Trustee becomes incapable of acting.

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

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

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

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

          Notwithstanding replacement of the Trustee pursuant to this Section 7.08, the Issuers’ obligations under Section 7.07 hereof shall continue for the benefit of the retiring Trustee.

Section 7.09 Successor Trustee by Merger, etc.

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

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Section 7.10 Eligibility; Disqualification.

          There shall at all times be a Trustee hereunder that is a corporation organized and doing business under the laws of the United States of America or of any state thereof that is authorized under such laws to exercise corporate trustee power, that is subject to supervision or examination by federal or state authorities and that has a combined capital and surplus of at least $50,000,000 as set forth in its most recent published annual report of condition.

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

Section 7.11 Preferential Collection of Claims Against Issuers.

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

ARTICLE 8

LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.01 Option to Effect Legal Defeasance or Covenant Defeasance.

          The Issuers may, at their option and at any time, elect to have either Section 8.02 or 8.03 hereof applied to all outstanding Notes upon compliance with the conditions set forth below in this Article 8.

Section 8.02 Legal Defeasance and Discharge.

          Upon the Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuers and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from their obligations with respect to all outstanding Notes and Guarantees on the date the conditions set forth below are satisfied (“Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuers shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in (a) and (b) below, and to have satisfied all its other obligations under such Notes and this Indenture including that of the Guarantors (and the Trustee, on demand of and at the expense of the Issuers, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder:

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     (a) the rights of Holders of Notes to receive payments in respect of the principal of, premium, if any, and interest on the Notes when such payments are due solely out of the trust created pursuant to this Indenture referred to in Section 8.04 hereof;

     (b) the Issuers’ obligations with respect to Notes concerning issuing temporary Notes, registration of such Notes, mutilated, destroyed, lost or stolen Notes and the maintenance of an office or agency for payment and money for security payments held in trust;

     (c) the rights, powers, trusts, duties and immunities of the Trustee, and the Issuers’ obligations in connection therewith; and

     (d) this Section 8.02.

          Subject to compliance with this Article 8, the Issuers may exercise their option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof.

Section 8.03 Covenant Defeasance.

          Upon the Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuers and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from their obligations under the covenants contained in Sections 4.03, 4.04, 4.05, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14, 4.15, and 4.18 hereof and clauses (4) and (5) of Section 5.01(a), Sections 5.01(c) and 5.01(d) hereof with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 hereof are satisfied (“Covenant Defeasance”), and the Notes shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes, the Issuers may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes shall be unaffected thereby. In addition, upon the Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereof, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Sections 6.01(3), 6.01(4), 6.01(5), 6.01(6) (solely with respect to Restricted Subsidiaries that are Significant Subsidiaries), 6.01(7) (solely with respect to Restricted Subsidiaries that are Significant Subsidiaries) and 6.01(8) hereof shall not constitute Events of Default.

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Section 8.04 Conditions to Legal or Covenant Defeasance.

          The following shall be the conditions to the application of either Section 8.02 or 8.03 hereof to the outstanding Notes:

          In order to exercise either Legal Defeasance or Covenant Defeasance with respect to the Notes:

     (1) the Issuers must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of the Notes, cash in U.S. dollars, Government Securities, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, premium, if any, and interest due on the Notes at Stated Maturity date or on the Redemption Date, as the case may be, of such principal, premium, if any, or interest on such Notes and the Issuers must specify whether such Notes are being defeased to maturity or to a particular Redemption Date;

     (2) in the case of Legal Defeasance, the Company shall have delivered to the Trustee:

     (x) an Opinion of Counsel reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions,

     (a) the Company has received from, or there has been published by, the United States Internal Revenue Service a ruling, or

     (b) since the issuance of the Notes, there has been a change in the applicable U.S. federal income tax law;

in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, subject to customary assumptions and exclusions, the Holders of the Notes will not recognize income, gain or loss for U.S. federal income tax purposes, as applicable, as a result of such Legal Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; and

     (y) an opinion of Singapore counsel and of any other jurisdiction in which the Issuers are organized, resident or engaged in business for tax purposes that,

     (a) Holders of the outstanding Notes who are not resident or engaged in business in that jurisdiction will not become subject to tax in the jurisdiction as a result of such Legal Defeasance and will be subject for purposes of the tax laws of that jurisdiction to income tax on the same amounts, in the same manner and at the same times as would have been the case if Legal Defeasance had not occurred; and

     (b) payments from the defeasance trust will be free or exempt from any and all withholding and other taxes of whatever nature of such jurisdiction or any

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political subdivision or taxing authority thereof or therein, except in the same manner and at the same times as would have been the case if Legal Defeasance had not occurred;

     (3) in the case of Covenant Defeasance, the Company shall have delivered to the Trustee:

     (x) an Opinion of Counsel reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, the Holders of the Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to such tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; and

     (y) an opinion of Singapore counsel and of any other jurisdiction in which the Issuers are organized, resident or engaged in business for tax purposes that:

     (a) Holders of the outstanding Notes who are not resident or engaged in business in that jurisdiction will not become subject to tax in the jurisdiction as a result of such Covenant Defeasance and will be subject for purposes of the tax laws of that jurisdiction to income tax on the same amounts, in the same manner and at the same times as would have been the case if Covenant Defeasance had not occurred; and

     (b) payments from the defeasance trust will be free or exempt from any and all withholding and other taxes of whatever nature of such jurisdiction or any political subdivision or taxing authority thereof or therein, except in the same manner and at the same times as would have been the case if Covenant Defeasance had not occurred;

     (4) no Default (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Indebtedness, including the Senior Notes, and in each case the granting of Liens in connection therewith) shall have occurred and be continuing on the date of such deposit;

     (5) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under the Senior Credit Facilities, the Senior Notes or the indenture pursuant to which the Senior Notes were issued or any other material agreement or instrument (other than this Indenture) to which any Issuer or Guarantor is a party or by which any Issuer or any Guarantor is bound (other than that resulting from any borrowing of funds to be applied to make the deposit required to effect such Legal Defeasance or Covenant Defeasance and any similar and simultaneous deposit relating to other Indebtedness, including the Senior Notes and the granting of Liens in connection therewith);

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     (6) the Company shall have delivered to the Trustee an Officer’s Certificate stating that the deposit was not made by the Issuers with the intent of defeating, hindering, delaying or defrauding any creditors of any Issuer or any Guarantor or others; and

     (7) the Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions and exclusions) each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance, as the case may be, have been complied with.

Section 8.05 Deposited Money and Government Securities to Be Held in Trust; Other Miscellaneous Provisions.

          Subject to Section 8.06 hereof, all money and Government Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 8.05, the “Trustee”) pursuant to Section 8.04 hereof in respect of the outstanding Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuers or a Guarantor acting as Paying Agent) as the Trustee may determine, to the Holders of such Notes of all sums due and to become due thereon in respect of principal, premium and Additional Interest, if any, and interest, but such money need not be segregated from other funds except to the extent required by law. Money and Government Securities so held in trust are not subject to Article 10 or Article 12 hereof.

          The Issuers shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or Government Securities deposited pursuant to Section 8.04 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes.

          Anything in this Article 8 to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuers from time to time upon the request of the Issuers any money or Government Securities held by it as provided in Section 8.04 hereof which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee (which may be the opinion delivered under Section 8.04(a) hereof), are in excess of the amount thereof that would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.

Section 8.06 Repayment to Issuers.

          Any money deposited with the Trustee or any Paying Agent, or then held by the Issuers, in trust for the payment of the principal of, premium and Additional Interest, if any, or interest on any Note and remaining unclaimed for two years after such principal, and premium and Additional Interest, if any, or interest has become due and payable shall be paid to the Issuers on its request or (if then held by the Issuers) shall be discharged from such trust; and the Holder of such Note shall thereafter look only to the Issuers for payment thereof, and all liability

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of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Issuers as trustee thereof, shall thereupon cease.

Section 8.07 Reinstatement.

          If the Trustee or Paying Agent is unable to apply any U.S. dollars or Government Securities in accordance with Section 8.02 or 8.03 hereof, as the case may be, by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the Issuers’ obligations under this Indenture and the Notes shall be revived and reinstated as though no deposit had occurred pursuant to Section 8.02 or 8.03 hereof until such time as the Trustee or Paying Agent is permitted to apply all such money in accordance with Section 8.02 or 8.03 hereof, as the case may be; provided that, if the Issuers make any payment of principal of, premium and Additional Interest, if any, or interest on any Note following the reinstatement of its obligations, the Issuers shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money held by the Trustee or Paying Agent.

ARTICLE 9

AMENDMENT, SUPPLEMENT AND WAIVER

     Section 9.01 Without Consent of Holders of Notes.

          Notwithstanding Section 9.02 hereof, the Issuers, any Guarantor (with respect to a Guarantee or this Indenture) and the Trustee may amend or supplement this Indenture and any Guarantee or Notes without the consent of any Holder:

     (1) to cure any ambiguity, omission, mistake, defect or inconsistency;

     (2) to provide for uncertificated Notes of such series in addition to or in place of certificated Notes;

     (3) to comply with Section 5.01 hereof;

     (4) to provide the assumption of the Issuers’ or any Guarantor’s obligations to the Holders;

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

     (6) to add covenants for the benefit of the Holders or to surrender any right or power conferred upon any Issuer or Guarantor;

     (7) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act;

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     (8) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee thereunder pursuant to the requirements thereof;

     (9) to provide for the issuance of exchange notes or private exchange notes, which are identical to exchange notes except that they are not freely transferable;

     (10) to add a Guarantor under this Indenture;

     (11) to conform the text of this Indenture, the Guarantees or the Notes to any provision of the “Description of Senior Subordinated Notes” section of the Offering Memorandum to the extent that such provision in such “Description of Senior Subordinated Notes” section was intended to be a verbatim recitation of a provision of this Indenture, Guarantee or Notes;

     (12) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, without limitation to facilitate the issuance and administration of the Notes; provided, however, that (i) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer Notes; or

     (13) to make any other modifications to the Notes or this Indenture of a formal, minor or technical nature or necessary to correct a manifest error or upon Opinion of Counsel to comply with mandatory provisions of the law of the Republic of Singapore or other foreign law requirement, so long as such modification does not adversely affect the rights of any Holder of the Notes in any material respect.

          Upon the request of the Issuers accompanied by a resolution of their boards of directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents set forth in Section 7.02 hereof, the Trustee shall join with the Issuers and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, no Opinion of Counsel shall be required in connection with the addition of a Guarantor under this Indenture upon execution and delivery by such Guarantor and the Trustee of a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto, and delivery of an Officer’s Certificate.

Section 9.02 With Consent of Holders of Notes.

          Except as provided below in this Section 9.02, the Issuers and the Trustee may amend or supplement this Indenture, the Notes and the Guarantees with the consent of the Holders of at least a majority in principal amount of the Notes (including Additional Notes, if

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any) then outstanding voting as a single class (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium and Additional Interest, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Guarantees or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including Additional Notes, if any) voting as a single class (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes). Section 2.08 hereof and Section 2.09 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02.

          Upon the request of the Issuers accompanied by a resolution of their board of directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents set forth in Section 7.02 hereof, the Trustee shall join with the Issuers in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental indenture.

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

          After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuers shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuers to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver.

          Without the consent of each affected Holder of Notes, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

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

     (2) reduce the principal of or change the fixed final maturity of any such Note or alter or waive the provisions with respect to the redemption of such Notes (other than provisions relating to Section 3.10, Section 4.10 and Section 4.14 hereof to the extent that any such amendment or waiver does not have the effect of reducing the principal of or changing the fixed final maturity of any such Note or altering or waiving the provisions with respect to the redemption of such Notes);

     (3) reduce the rate of or change the time for payment of interest on any Note;

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     (4) waive a Default in the payment of principal of or premium, if any, or interest on the Notes, except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in this Indenture or any Guarantee which cannot be amended or modified without the consent of all Holders;

     (5) make any Note payable in money other than that stated therein;

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

     (7) make any change in these amendment and waiver provisions;

     (8) impair the right of any Holder to receive payment of principal of, or interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes;

     (9) except as expressly permitted by this Indenture, modify the Guarantees of any Significant Subsidiary in any manner adverse to the Holders of the Notes,

     (10) amend or modify the provisions set forth in Section 4.17 hereof; or

     (11) make any change to the subordination provisions of this Indenture (including applicable definitions) that would adversely affect the Holders of the Notes.

Section 9.03 Compliance with Trust Indenture Act.

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

Section 9.04 Revocation and Effect of Consents.

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

          The Issuers may, but shall not be obligated to, fix a record date for the purpose of determining the Holders entitled to consent to any amendment, supplement, or waiver. If a record date is fixed, then, notwithstanding the preceding paragraph, those Persons who were

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Holders at such record date (or their duly designated proxies), and only such Persons, shall be entitled to consent to such amendment, supplement, or waiver or to revoke any consent previously given, whether or not such Persons continue to be Holders after such record date. No such consent shall be valid or effective for more than 120 days after such record date unless the consent of the requisite number of Holders has been obtained.

Section 9.05 Notation on or Exchange of Notes.

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

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

Section 9.06 Trustee to Sign Amendments, etc.

          The Trustee shall sign any amendment, supplement or waiver authorized pursuant to this Article 9 if the amendment or supplement does not adversely affect the rights, duties, liabilities or immunities of the Trustee. The Issuers may not sign an amendment, supplement or waiver until the board of directors approves it. In executing any amendment, supplement or waiver, the Trustee shall be entitled to receive and (subject to Section 7.01 hereof) shall be fully protected in relying upon, in addition to the documents required by Section 14.04 hereof, an Officer’s Certificate and an Opinion of Counsel stating that the execution of such amended or supplemental indenture is authorized or permitted by this Indenture and that such amendment, supplement or waiver is the legal, valid and binding obligation of the Issuers and any Guarantors party thereto, enforceable against them in accordance with its terms, subject to customary exceptions, and complies with the provisions hereof (including Section 9.03). Notwithstanding the foregoing, no Opinion of Counsel will be required for the Trustee to execute any amendment or supplement adding a new Guarantor under this Indenture.

Section 9.07 Payment for Consent.

          Neither the Issuers nor any Affiliate of the Issuers shall, directly or indirectly, pay or cause to be paid any consideration, whether by way of interest, fee or otherwise, to any Holder for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of this Indenture or the Notes unless such consideration is offered to all Holders and is paid to all Holders that so consent, waive or agree to amend in the time frame set forth in solicitation documents relating to such consent, waiver or agreement.

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ARTICLE 10

SUBORDINATION

Section 10.01 Agreement To Subordinate.

          The Issuers agree, and each Holder by accepting a Note agrees, that the payment of all Obligations, including premium and Additional Interest and Additional Amounts, if any, owing in respect of the Notes is subordinated in right of payment, to the extent and in the manner provided in this Article 10, to the prior payment in full of all existing and future Senior Indebtedness of the Issuers, including the Senior Notes, the Senior Credit Facilities, and Senior Indebtedness incurred after the date of this Indenture. The Notes shall in all respects rank pari passu with all existing and future Senior Subordinated Indebtedness of the Issuers , and will be senior in right of payment to all existing and future Subordinated Indebtedness of the Issuers; and only Indebtedness of the Issuers that is Senior Indebtedness shall rank senior to the Notes in accordance with the provisions set forth herein. The subordination is for the benefit of and enforceable by the holders of such Senior Indebtedness. All provisions of this Article 10 shall be subject to Section 10.12.

Section 10.02 Liquidation, Dissolution, Bankruptcy.

          Upon any payment or distribution of the assets of the Issuers to creditors upon a total or partial liquidation or a total or partial dissolution of the Issuers or in a reorganization of or similar proceeding relating to the Issuers or their property:

     (i) the holders of Senior Indebtedness of the Issuers shall be entitled to receive payment in full in cash of such Senior Indebtedness before Holders shall be entitled to receive any payment;

     (ii) until the Senior Indebtedness of the Issuers is paid in full in cash, any payment or distribution to which Holders would be entitled but for the subordination provisions of this Indenture shall be made to holders of such Senior Indebtedness as their interests may appear, except that Holders may receive Permitted Junior Securities; and

     (iii) if a distribution is made to Holders that, due to the subordination provisions, should not have been made to them, such Holders are required to hold it in trust for the holders of Senior Indebtedness of the Issuers and pay it over to them as their interests may appear.

Section 10.03 Default on Senior Indebtedness of the Issuers.

          The Issuers shall not pay principal of, premium, if any, or interest on the Notes (or pay any other Obligations relating to the Notes, including Additional Interest, Additional Amounts, if any, fees, costs, expenses, indemnities and rescission or damage claims) or make any deposit pursuant to Article 8 or Article 13 hereof and may not purchase, redeem or otherwise

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retire any Notes (collectively, “pay the Notes”) (except in the form of Permitted Junior Securities) if either of the following occurs (a “Payment Default”):

     (i) any Obligation on any Designated Senior Indebtedness of the Issuers is not paid in full in cash when due (after giving effect to any applicable grace period); or

     (ii) any other default on Designated Senior Indebtedness of the Issuers occurs and the maturity of such Designated Senior Indebtedness is accelerated in accordance with its terms;

unless, in either case, the Payment Default has been cured or waived and any such acceleration has been rescinded or such Designated Senior Indebtedness has been paid in full in cash; provided, however, that the Issuers shall be entitled to pay the Notes without regard to the foregoing if the Issuers and the Trustee receive written notice approving such payment from the Representatives of all Designated Senior Indebtedness with respect to which the Payment Default has occurred and is continuing.

          During the continuance of any default (other than a Payment Default) (a “Non-Payment Default”) with respect to any Designated Senior Indebtedness of the Issuers pursuant to which the maturity thereof may be accelerated without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, the Issuers shall not pay the Notes (except in the form of Permitted Junior Securities) for a period (a “Payment Blockage Period”) commencing upon the receipt by the Trustee (with a copy to the Issuers) of written notice (a “Blockage Notice”) of such Non-Payment Default from the Representative of such Designated Senior Indebtedness specifying an election to effect a Payment Blockage Period and ending 179 days thereafter. So long as there shall remain outstanding any Senior Indebtedness under the Senior Credit Facilities, a Blockage Notice may be given only by the administrative agent thereunder unless otherwise agreed to in writing by the requisite lenders named therein. The Payment Blockage Period shall end earlier if such Payment Blockage Period is terminated (i) by written notice to the Trustee and the Issuers from the Person or Persons who gave such Blockage Notice; (ii) because the default giving rise to such Blockage Notice is cured, waived or otherwise no longer continuing; or (iii) because such Designated Senior Indebtedness has been discharged or repaid in full in cash.

          Notwithstanding the provisions set forth in the immediately preceding two sentences (but subject to the provisions contained in the first sentence of this Section 10.03 and Section 10.02 hereof), unless the holders of such Designated Senior Indebtedness or the Representative of such Designated Senior Indebtedness shall have accelerated the maturity of such Designated Senior Indebtedness or a Payment Default has occurred and is continuing, the Issuers shall be entitled to resume paying the Notes after the end of such Payment Blockage Period. The Notes shall not be subject to more than one Payment Blockage Period in any consecutive 360-day period irrespective of the number of defaults with respect to Designated Senior Indebtedness of the Issuers during such period; provided that if any Blockage Notice is delivered to the Trustee by or on behalf of the holders of Designated Senior Indebtedness of the Issuers (other than the holders of Indebtedness under the Senior Credit Facilities), a Representative of holders of Indebtedness under the Senior Credit Facilities may give another

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Blockage Notice within such period. However, in no event shall the total number of days during which any Payment Blockage Period or Periods on the Notes is in effect exceed 179 days in the aggregate during any consecutive 360 day period, and there must be at least 181 days during any consecutive 360 day period during which no Payment Blockage Period is in effect. Notwithstanding the foregoing, however, no default that existed or was continuing on the date of delivery of any Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Blockage Notice unless such default shall have been waived for a period of not less than 90 days (it being acknowledged that any subsequent action, or any breach of any financial covenants during the period after the date of delivery of a Blockage Notice, that, in either case, would give rise to a Non-Payment Default pursuant to any provisions under which a Non-Payment Default previously existed or was continuing shall constitute a new Non-Payment Default for this purpose).

Section 10.04 Acceleration of Payment of Notes.

          If payment of the Notes is accelerated because of an Event of Default, the Issuers shall promptly notify the holders of the Designated Senior Indebtedness of the Issuers or the Representative of such Designated Senior Indebtedness of the acceleration; provided that any failure to give such notice shall have no effect whatsoever on the provisions of this Article 10. If any Designated Senior Indebtedness of the Issuers is outstanding, the Issuers may not pay the Notes until five Business Days after the Representatives of all the issuers of such Designated Senior Indebtedness receive notice of such acceleration and, thereafter, may pay the Notes only if this Indenture otherwise permits payment at that time.

Section 10.05 When Distribution Must Be Paid Over.

          If a distribution is made to Holders that, due to the subordination provisions, should not have been made to them, such Holders are required to hold it in trust for the holders of Senior Indebtedness of the Issuers and pay it over to them as their interests may appear.

Section 10.06 Subrogation.

          After all Senior Indebtedness of the Issuers is paid in full and until the Notes are paid in full, Holders shall be subrogated to the rights of holders of such Senior Indebtedness to receive distributions applicable to such Senior Indebtedness. A distribution made under this Article 10 to holders of such Senior Indebtedness which otherwise would have been made to Holders is not, as between the Issuers and Holders, a payment by the Issuers on such Senior Indebtedness.

Section 10.07 Relative Rights.

          This Article 10 defines the relative rights of Holders and holders of Senior Indebtedness of the Issuers. Nothing in this Indenture shall:

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     (i) impair, as between the Issuers and Holders, the obligation of the Issuers, which is absolute and unconditional, to pay principal of and interest on the Notes in accordance with their terms;

     (ii) prevent the Trustee or any Holder from exercising its available remedies upon a Default, subject to the rights of holders of Senior Indebtedness of the Issuers to receive payments or distributions otherwise payable to Holders and such other rights of such holders of Senior Indebtedness as set forth herein; or

     (iii) affect the relative rights of Holders and creditors of the Issuers other than their rights in relation to holders of Senior Indebtedness.

Section 10.08 Subordination May Not Be Impaired by Issuers.

          No right of any holder of Senior Indebtedness of the Issuers to enforce the subordination of the Indebtedness evidenced by the Notes shall be impaired by any act or failure to act by the Issuers or by their failure to comply with this Indenture.

Section 10.09 Rights of Trustee and Paying Agent.

          Notwithstanding Section 10.03 hereof, the Trustee or any Paying Agent may continue to make payments on the Notes and shall not be charged with knowledge of the existence of facts that would prohibit the making of any payments unless, not less than two Business Days prior to the date of such payment, a Responsible Officer of the Trustee receives notice satisfactory to him that payments may not be made under this Article 10. The Issuers, the Registrar, the Paying Agent, a Representative or a holder of Senior Indebtedness of the Issuers shall be entitled to give the notice; provided, however, that, if an issue of Senior Indebtedness of the Issuers has a Representative, only the Representative shall be entitled to give the notice.

          The Trustee in its individual or any other capacity shall be entitled to hold Senior Indebtedness of the Issuers with the same rights it would have if it were not Trustee. The Registrar and the Paying Agent shall be entitled to do the same with like rights. The Trustee shall be entitled to all the rights set forth in this Article 10 with respect to any Senior Indebtedness of the Issuers which may at any time be held by it, to the same extent as any other holder of such Senior Indebtedness; and nothing in Article 7 shall deprive the Trustee of any of its rights as such holder. Nothing in this Article 10 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 7.07 hereof or any other Section of this Indenture.

Section 10.10 Distribution or Notice to Representative.

          Whenever a distribution is to be made or a notice given to holders of Senior Indebtedness of the Issuers, the distribution may be made and the notice given to their Representative (if any).

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Section 10.11 Article 10 Not To Prevent Events of Default or Limit Right To Accelerate.

          The failure to make a payment pursuant to the Notes by reason of any provision in this Article 10 shall not be construed as preventing the occurrence of a Default. Nothing in this Article 10 shall have any effect on the right of the Holders or the Trustee to accelerate the maturity of the Notes.

Section 10.12 Trust Moneys Not Subordinated.

          Notwithstanding anything contained herein to the contrary, payments from money or the proceeds of Government Securities held in trust by the Trustee for the payment of principal of and interest on the Notes pursuant to Article 8 or Article 13 hereof shall not be subordinated to the prior payment of any Senior Indebtedness of the Issuers or subject to the restrictions set forth in this Article 10, and none of the Holders shall be obligated to pay over any such amount to the Issuers or any holder of Senior Indebtedness of the Issuers or any other creditor of the Issuers, provided that the subordination provisions of this Article 10 were not violated at the time the applicable amounts were deposited in trust pursuant to Article 8 or Article 13 hereof, as the case may be.

Section 10.13 Trustee Entitled To Rely.

          Upon any payment or distribution pursuant to this Article 10, the Trustee and the Holders shall be entitled to rely (a) upon any order or decree of a court of competent jurisdiction in which any proceedings of the nature referred to in Section 10.02 hereof are pending, (b) upon a certificate of the liquidating trustee or agent or other Person making such payment or distribution to the Trustee or to the Holders or (c) upon the Representatives of Senior Indebtedness of the Issuers for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of such Senior Indebtedness and other Indebtedness of the Issuers, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 10. In the event that the Trustee determines, in good faith, that evidence is required with respect to the right of any Person as a holder of Senior Indebtedness of the Issuers to participate in any payment or distribution pursuant to this Article 10, the Trustee shall be entitled to request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of such Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and other facts pertinent to the rights of such Person under this Article 10, and, if such evidence is not furnished, the Trustee shall be entitled to defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment. The provisions of Sections 7.01 and 7.02 hereof shall be applicable to all actions or omissions of actions by the Trustee pursuant to this Article 10.

Section 10.14 Trustee To Effectuate Subordination.

          A Holder by its acceptance of a Note agrees to be bound by this Article 10 and authorizes and expressly directs the Trustee, on his behalf, to take such action as may be necessary or appropriate to effectuate the subordination between the Holders and the holders of

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Senior Indebtedness of the Issuers as provided in this Article 10 and appoints the Trustee as attorney-in-fact for any and all such purposes.

Section 10.15 Trustee Not Fiduciary for Holders of Senior Indebtedness of the Issuers.

          The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior Indebtedness of the Issuers and shall not be liable to any such holders if it shall mistakenly pay over or distribute to Holders or the Issuers or any other Person, money or assets to which any holders of Senior Indebtedness of the Issuers shall be entitled by virtue of this Article 10 or otherwise.

Section 10.16 Reliance by Holders of Senior Indebtedness of the Issuers on Subordination Provisions.

          Each Holder by accepting a Note acknowledges and agrees that the foregoing subordination provisions are, and are intended to be, an inducement and a consideration to each holder of any Senior Indebtedness of the Issuers, whether such Senior Indebtedness was created or acquired before or after the issuance of the Notes, to acquire and continue to hold, or to continue to hold, such Senior Indebtedness and such holder of such Senior Indebtedness shall be deemed conclusively to have relied on such subordination provisions in acquiring and continuing to hold, or in continuing to hold, such Senior Indebtedness.

          Without in any way limiting the generality of the foregoing paragraph, the holders of Senior Indebtedness of the Issuers may, at any time and from time to time, without the consent of or notice to the Trustee or the Holders, without incurring responsibility to the Trustee or the Holders and without impairing or releasing the subordination provided in this Article 10 or the obligations hereunder of the Holders to the holders of the Senior Indebtedness of the Issuers, do any one or more of the following: (i) change the manner, place or terms of payment or extend the time of payment of, or renew or alter, Senior Indebtedness of the Issuers, or otherwise amend or supplement in any manner Senior Indebtedness of the Issuers, or any instrument evidencing the same or any agreement under which Senior Indebtedness of the Issuers is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing Senior Indebtedness of the Issuers; (iii) release any Person liable in any manner for the payment or collection of Senior Indebtedness of the Issuers; and (iv) exercise or refrain from exercising any rights against the Issuers and any other Person.

ARTICLE 11

GUARANTEES

Section 11.01 Guarantee.

     Subject to this Article 11, from and after the consummation of the Transactions, each of the Guarantors hereby, jointly and severally, unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the

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obligations of the Issuers hereunder or thereunder, that: (a) the principal of, interest, premium and Additional Interest, if any, on the Notes shall be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Issuers to the Holders or the Trustee hereunder or thereunder shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection.

          The Guarantors hereby agree (to the extent legally possible under such Guarantor’s jurisdiction of organization) that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuers, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuers, any right to require a proceeding first against the Issuers, protest, notice and all demands whatsoever and covenants that this Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes and this Indenture.

          Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or any Holder in enforcing any rights under this Section 11.01.

          If any Holder or the Trustee is required by any court or otherwise to return to the Issuers, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuers or the Guarantors, any amount paid either to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect.

          Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6 hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Guarantee. The Guarantors shall have the right to seek contribution from any

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non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Guarantees.

          Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuers for liquidation, reorganization, should the Issuers become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuers’ assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes or Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned.

          In case any provision of any Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

          The Guarantee issued by any Guarantor shall be a general unsecured senior subordinated obligation of such Guarantor and shall be subordinated in right of payment to all existing and future Senior Indebtedness of such Guarantor, if any.

          Each payment to be made by a Guarantor in respect of its Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Section 11.02 Limitation on Guarantor Liability.

          (a) Each Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree that the obligations of each Guarantor shall be limited to the maximum amount as will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under this Article 11, result in the obligations of such Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law. Each Guarantor that makes a payment under its Guarantee shall be entitled upon payment in full of all guaranteed obligations under this Indenture to a contribution from each other Guarantor in an amount equal to such other Guarantor’s pro rata portion of such payment based on the respective net assets of all the Guarantors at the time of such payment determined in accordance with GAAP.

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          (b) Except as otherwise provided for in subsections (d), (e), (f) and (h) below, the Holders agree not to enforce this Guarantee or any obligation of Avago Technologies GmbH under any document entered into in relation hereto (for the purposes of this Section 10.02, collectively, the “Claims”) against Avago Technologies GmbH if and to the extent that such enforcement would otherwise result in the net assets of Avago Technologies GmbH (Eigenkapital within the meaning of Section 266 paragraph 3 A of the German Commercial Code (Handelsgesetzbuch)) falling below the amount of its stated share capital (Stammkapital) or increase any existing capital impairment (Begründung oder Vertiefung einer Unterbilanz) in the meaning of Sections 30 and 31 of the German Act on Limited Liability Companies (GmbHG). In calculation of the net assets and the stated share capital any Indebtedness and other contractual liabilities incurred by Avago Technologies GmbH in violation of the provisions hereunder or any increases of the stated share capital of Avago Technologies GmbH in violation of the provisions hereunder shall be disregarded. Any recourse claim of Avago Technologies GmbH against its affiliated companies shall not be regarded as an asset in determining the net assets of Avago Technologies GmbH, if and to the extent that Avago Technologies GmbH provides evidence, to the reasonable satisfaction of the Trustee, that such recourse claim is of no value (nicht werthaltig).

          (c) If and to the extent legally permissible and commercially justifiable in respect of the business of Avago Technologies GmbH, Avago Technologies GmbH shall, following the receipt of an Enforcement Notice (as defined below), if and to the extent:

     (i) it does not have sufficient assets to allow an enforcement of any collateral in accordance with Section 11.02(b); and

     (ii) the Holders would (but for this paragraph) be entitled to enforce the Claims granted hereunder,

realize any and all of its assets that are shown in the balance sheet with a book value (Buchwert) that is substantially lower than the market value of such assets, and which are not essentially necessary for the business of Avago Technologies GmbH (betriebsnotwendig).

          (d) The limitations set out in Section 11.02(a) shall only apply if and to the extent that Avago Technologies GmbH evidences by providing the Trustee:

     (i) within ten (10) Business Days following a notice by the Trustee to the Company of its intention to enforce the Claims (for purposes of this Section 11.02, the “Enforcement Notice”), with a written confirmation by the managing director(s) on behalf of Avago Technologies GmbH specifying if and to what extent Claims granted hereunder cannot be enforced as it would cause the net assets of Avago Technologies GmbH to fall below the amount of its stated share capital (supported by evidence further specified in the last clause of this paragraph (d)) (for purposes of this Section 11.02, the “Management Determination”) and the Trustee has not contested this Management Determination and argued that no or a lesser amount would be necessary to maintain the stated share capital of Avago Technologies GmbH; or

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     (ii) within thirty (30) Business Days after the date on which the Trustee contested the Management Determination, with a written confirmation (Bescheinigung aufgrund prüferischer Durchsicht) by the statutory auditor of Avago Technologies GmbH (Abschlussprüfer) (for purposes of this Section 11.04, the “Auditor’s Determination”) with respect to the financial statements provided to the Trustee pursuant to the next paragraph.

          The Management Determination shall be supported by (i) a list of Indebtedness drawn by or passed on to, Avago Technologies GmbH pursuant to Section 11.04(h) below, and (ii) evidence reasonably satisfactory to the Trustee showing the amount of the net assets and the stated share capital of Avago Technologies GmbH.

          (e) If the Trustee disagrees with the Auditor’s Determination, the Holders shall be entitled to enforce the Claims up to the amount which is undisputed between itself and Avago Technologies GmbH in accordance with the provisions of Section 11.02(b) above. In relation to the amount which is disputed, the Holders shall be entitled to further pursue their Claims (if any) and Avago Technologies GmbH shall be entitled to defend itself in court and to prove that this amount is necessary for maintaining its stated share capital (calculated as of the date that the Enforcement Notice was given). If, after it has been provided with an Auditor’s Determination that prevented it from the enforcement of the security interest, the Trustee ascertains in good faith that the financial condition of Avago Technologies GmbH has substantially improved (in particular if Avago Technologies GmbH has taken any action in accordance with Section 11.02(c) above), the Administrative Agent may, at Avago Technologies GmbH’s cost and expense, arrange for the preparation of an updated balance sheet of Avago Technologies GmbH by the auditors having prepared the Auditor’s Determination in order for such auditors to determine whether (and if so, to what extent) an enforcement would not lead to the net assets of Avago Technologies GmbH falling below the amount of its stated share capital.

          (f) If any enforcement action was taken without limitation because the Management Determination and/or the Auditor’s Determination, as the case may be, was not delivered within the relevant time frame, the Holders shall repay to Avago Technologies GmbH any amount which is necessary to maintain its stated share capital, calculated as of the date that the Enforcement Notice was given.

          (g) In addition, the Claims shall not be enforced if and to the extent that such enforcement would lead to a breach of the prohibition of insolvency causing intervention (Verbot des existenzvernichtenden Eingriffs) by depriving Avago Technologies GmbH of the liquidity necessary to fulfill its financial liabilities to its creditors.

          (h) Notwithstanding paragraphs (b) through (g) above, the Administrative Agent shall be entitled to enforce the Claims without any limitation if and to the extent the Claims secure or correspond to proceeds or portions of proceeds from the sale of the Notes by any Issuer or any of its affiliates to the extent the funds will be borrowed by, passed on or otherwise made available to Avago Technologies GmbH, to the extent outstanding at the level of Avago Technologies GmbH and including interest and fees accrued thereon and unpaid by Avago Technologies GmbH as of the date that the Enforcement Notice was given.

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          (i) To the extent that applicable requirements of law prohibit any Guarantor from providing any Guarantee or collateral security in respect of loans or other financial accommodations made to finance in whole or in part the acquisition of the capital stock, then the obligations of such Guarantor shall be deemed not to include that portion of the obligations of the Issuers that are applied for the purpose of acquiring the capital stock of such Guarantor.

          (j) Notwithstanding any other provision of this Article 11 or this Indenture, Avago Technologies Italy S.R.L. shall only be liable up to the amount of the lower of (i) 100.0% of the principal aggregate amount of the Notes allocated to Avago Technologies Italy S.R.L. by the Issuers, and (ii) the amount of the Notes allocated to Avago Technologies Italy S.R.L. at the time of the enforcement of the Guarantee.

          (k) Notwithstanding any other provision of this Article 11 or this Indenture, Avago Technologies U.K. Ltd. shall not have any obligation or liability under its Guarantee, which, if it were incurred or any part thereof were incurred, such Guarantee would constitute unlawful financial assistance for the purpose of Sections 151 and 152 of the U.K. Companies Act 1985 and such obligation or liability shall be specifically excluded.

          (l) In connection with the execution and delivery by Keneth Yeh-Kang Hao and/or Adam Herbert Clammer and/or Luis Octavio Núñez Orellana and/or Rafael Gómez Vicencio, on behalf of Avago Technologies México, S. de R.L. de C.V., of the Guarantee, this Indenture and any and all documents related hereto, all parties hereto hereby irrevocably waive any rights that they or any beneficiaries under this Indenture or any document related hereto, may now or in the future have against any of the above mentioned individuals as attorney-in-fact and representative of Avago Technologies México, S. de R.L. de C.V. under Article 7 of the Commercial Companies Act (Ley General de Sociedades Mercantiles) of Mexico.

          (m) Notwithstanding any other provision of this Article 11 or this Indenture, to the extent any Subsidiary of the Company executes and delivers a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto, providing for a Guarantee by such Subsidiary, the applicable limitations on the Guarantee pursuant to the local law of such Subsidiary shall be added to the supplemental indenture.

Section 11.03 Execution and Delivery.

          To evidence its Guarantee set forth in Section 11.01 hereof, each Guarantor hereby agrees that this Indenture shall be executed on behalf of such Guarantor by its President, one of its Vice Presidents, one of its Assistant Vice Presidents, or other authorized Officer, and with respect to any Guarantor organized under the laws of the Republic of Singapore, shall be executed under seal.

          Each Guarantor hereby agrees that its Guarantee set forth in Section 11.01 hereof shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Guarantee on the Notes.

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          If an Officer whose signature is on this Indenture no longer holds that office at the time the Trustee authenticates the Note, the Guarantee shall be valid nevertheless.

          The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantee set forth in this Indenture on behalf of the Guarantors.

          If required by Section 4.15 hereof, the Issuers shall cause any newly created or acquired Restricted Subsidiary to comply with the provisions of Section 4.15 hereof and this Article 10, to the extent applicable.

Section 11.04 Subrogation.

          Each Guarantor shall be subrogated to all rights of Holders of Notes against the Issuers in respect of any amounts paid by any Guarantor pursuant to the provisions of Section 11.01 hereof; provided that, if an Event of Default has occurred and is continuing, no Guarantor shall be entitled to enforce or receive any payments arising out of, or based upon, such right of subrogation until all amounts then due and payable by the Issuers under this Indenture or the Notes shall have been paid in full.

Section 11.05 Benefits Acknowledged.

          Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the guarantee and waivers made by it pursuant to its Guarantee are knowingly made in contemplation of such benefits.

Section 11.06 Release of Guarantees.

          A Guarantee by a Guarantor shall be automatically and unconditionally released and discharged, and no further action by such Guarantor, the Issuers or the Trustee is required for the release of such Guarantor’s Guarantee, upon:

     (1) (A) any sale, exchange or transfer (by merger or otherwise) of the Capital Stock of such Guarantor (including any sale, exchange or transfer), after which the applicable Guarantor is no longer a Restricted Subsidiary or all or substantially all the assets of such Guarantor which sale, exchange or transfer is made in compliance with the applicable provisions of this Indenture;

     (B) the release or discharge of the guarantee by such Guarantor of the Senior Credit Facilities or the guarantee which resulted in the creation of such Guarantee, except a discharge or release by or as a result of payment under such guarantee;

     (C) the proper designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary; or

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     (D) the Issuers exercising its Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 hereof or the Issuers’ obligations under this Indenture being discharged in accordance with the terms of this Indenture; and

     (2) such Guarantor delivering to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this Indenture relating to such transaction have been complied with.

ARTICLE 12

SUBORDINATION OF GUARANTEES

Section 12.01 Agreement To Subordinate.

          Each Guarantor agrees, and each Holder by accepting a Note agrees, that the Obligations of such Guarantor under its Guarantee are subordinated in right of payment, to the extent and in the manner provided in this Article 12, to the prior payment in full of all existing and future Senior Indebtedness of such Guarantor and that the subordination is for the benefit of and enforceable by the holders of such Senior Indebtedness. A Guarantor’s obligations under its Guarantee shall in all respects rank pari passu in right of payment with all existing and future Senior Subordinated Indebtedness of such Guarantor, and will be senior in right of payment to all existing and future Subordinated Indebtedness of such Guarantor; and only Indebtedness of such Guarantor that is Senior Indebtedness shall rank senior to the obligations of such Guarantor under its Guarantee in accordance with the provisions set forth herein. All provisions of this Article 12 shall be subject to Section 12.12.

Section 12.02 Liquidation, Dissolution, Bankruptcy.

          Upon any payment or distribution of the assets of a Guarantor to creditors upon a total or partial liquidation or a total or partial dissolution of such Guarantor or in a reorganization of or similar proceeding relating to such Guarantor or its property:

     (i) the holders of Senior Indebtedness of such Guarantor shall be entitled to receive payment in full in cash of such Senior Indebtedness before Holders shall be entitled to receive any payment;

     (ii) until the Senior Indebtedness of such Guarantor is paid in full in cash, any payment or distribution to which Holders would be entitled but for the subordination provisions of this Indenture shall be made to holders of such Senior Indebtedness as their interests may appear, except that Holders may receive Permitted Junior Securities; and

     (iii) if a distribution is made to Holders that, due to the subordination provisions, should not have been made to them, such Holders are required to hold it in trust for the holders of Senior Indebtedness and pay it over to them as their interests may appear.

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Section 12.03 Default on Senior Indebtedness of a Guarantor.

          A Guarantor shall not make any payment pursuant to its Guarantee (or pay any other Obligations relating to its Guarantee, including Additional Interest, Additional Amounts, if any, fees, costs, expenses, indemnities and rescission or damage claims) and may not purchase, redeem or otherwise retire any Notes (collectively, “pay its Guarantee”) (except in the form of Permitted Junior Securities) if either of the following occurs (a “Guarantor Payment Default”):

     (i) any Obligation on any Designated Senior Indebtedness of such Guarantor is not paid in full in cash when due (after giving effect to any applicable grace period); or

     (ii) any other default on Designated Senior Indebtedness of such Guarantor occurs and the maturity of such Designated Senior Indebtedness is accelerated in accordance with its terms;

          unless, in either case, the Guarantor Payment Default has been cured or waived and any such acceleration has been rescinded or such Designated Senior Indebtedness has been paid in full in cash; provided, however, that such Guarantor shall be entitled to pay its Guarantee without regard to the foregoing if such Guarantor and the Trustee receive written notice approving such payment from the Representatives of all Designated Senior Indebtedness with respect to which the Guarantor Payment Default has occurred and is continuing.

          During the continuance of any default (other than a Guarantor Payment Default) (a “Non-Guarantor Payment Default”) with respect to any Designated Senior Indebtedness of a Guarantor pursuant to which the maturity thereof may be accelerated without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, such Guarantor shall not pay its Guarantee (except in the form of Permitted Junior Securities) for a period (a “Guarantee Payment Blockage Period”) commencing upon the receipt by the Trustee (with a copy to such Guarantor and the Issuers) of written notice (a “Guarantee Blockage Notice”) of such Non-Guarantor Payment Default from the Representative of such Designated Senior Indebtedness specifying an election to effect a Guarantee Payment Blockage Period and ending 179 days thereafter. So long as there shall remain outstanding any Senior Indebtedness under the Senior Credit Facilities, a Guarantee Blockage Notice may be given only by the administrative agent thereunder unless otherwise agreed to in writing by the requisite lenders named therein. The Guarantee Payment Blockage Period shall end earlier if such Guarantee Payment Blockage Period is terminated (i) by written notice to the Trustee, the relevant Guarantor and the Issuers from the Person or Persons who gave such Guarantee Blockage Notice; (ii) because the default giving rise to such Guarantee Blockage Notice is cured, waived or otherwise no longer continuing; or (iii) because such Designated Senior Indebtedness has been discharged or repaid in full in cash.

          Notwithstanding the provisions set forth in the immediately preceding two sentences (but subject to the provisions contained in the first sentence of this Section 12.03 and Section 12.02 hereof), unless the holders of such Designated Senior Indebtedness or the Representative of such Designated Senior Indebtedness shall have accelerated the maturity of such Designated Senior Indebtedness or a Guarantor Payment Default has occurred and is

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continuing, the relevant Guarantor shall be entitled to resume paying its Guarantee after the end of such Guarantee Payment Blockage Period. Each Guarantee shall not be subject to more than one Guarantee Payment Blockage Period in any consecutive 360-day period irrespective of the number of defaults with respect to Designated Senior Indebtedness of the relevant Guarantor during such period; provided that if any Guarantee Blockage Notice is delivered to the Trustee by or on behalf of the holders of Designated Senior Indebtedness of such Guarantor (other than the holders of Indebtedness under the Senior Credit Facilities), a Representative of holders of Indebtedness under the Senior Credit Facilities may give another Guarantee Blockage Notice within such period. However, in no event shall the total number of days during which any Guarantee Payment Blockage Period or Periods on a Guarantee is in effect exceed 179 days in the aggregate during any consecutive 360 day period, and there must be at least 181 days during any consecutive 360 day period during which no Guarantee Payment Blockage Period is in effect. Notwithstanding the foregoing, however, no default that existed or was continuing on the date of delivery of any Guarantee Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Guarantee Blockage Notice unless such default shall have been waived for a period of not less than 90 days (it being acknowledged that any subsequent action, or any breach of any financial covenants during the period after the date of delivery of a Guarantee Blockage Notice, that, in either case, would give rise to a Non Guarantor Payment Default pursuant to any provisions under which a Non Guarantor Payment Default previously existed or was continuing shall constitute a new Non Guarantor Payment Default for this purpose).

Section 12.04 Demand for Payment.

          If payment of the Notes is accelerated because of an Event of Default and a demand for payment is made on a Guarantor pursuant to Article 11 hereof, the Issuers or such Guarantor shall promptly notify the holders of the Designated Senior Indebtedness of such Guarantor or the Representative of such Designated Senior Indebtedness of such demand; provided that any failure to give such notice shall have no effect whatsoever on the provisions of this Article 12. If any Designated Senior Indebtedness of a Guarantor is outstanding, such Guarantor may not pay its Guarantee until five Business Days after the Representatives of all the issuers of such Designated Senior Indebtedness receive notice of such acceleration and, thereafter, may pay its Guarantee only if this Indenture otherwise permits payment at that time.

Section 12.05 When Distribution Must Be Paid Over.

          If a distribution is made to Holders that, due to the subordination provisions, should not have been made to them, such Holders are required to hold it in trust for the holders of Senior Indebtedness of the relevant Guarantor and pay it over to them as their interests may appear.

Section 12.06 Subrogation.

          After all Senior Indebtedness of a Guarantor is paid in full and until the Notes are paid in full, Holders shall be subrogated to the rights of holders of such Senior Indebtedness to receive distributions applicable to such Senior Indebtedness. A distribution made under this Article 12 to holders of such Senior Indebtedness which otherwise would have been made to

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Holders is not, as between the relevant Guarantor and Holders, a payment by such Guarantor on such Senior Indebtedness.

Section 12.07 Relative Rights.

          This Article 12 defines the relative rights of Holders and holders of Senior Indebtedness of a Guarantor. Nothing in this Indenture shall:

     (i) impair, as between such Guarantor and Holders, the obligation of such Guarantor, which is absolute and unconditional, to make payments under its Guarantee in accordance with its terms;

     (ii) prevent the Trustee or any Holder from exercising its available remedies upon a default by such Guarantor under its obligations with respect to its Guarantee, subject to the rights of holders of Senior Indebtedness of such Guarantor to receive payments or distributions otherwise payable to Holders and such other rights of such holders of Senior Indebtedness as set forth herein; or

     (iii) affect the relative rights of Holders and creditors of such Guarantor other than their rights in relation to holders of Senior Indebtedness.

Section 12.08 Subordination May Not Be Impaired by a Guarantor.

          No right of any holder of Senior Indebtedness of a Guarantor to enforce the subordination of the obligations of such Guarantor under its Guarantee shall be impaired by any act or failure to act by such Guarantor or by its failure to comply with this Indenture.

Section 12.09 Rights of Trustee and Paying Agent.

          Notwithstanding Section 12.03 hereof, the Trustee or any Paying Agent may continue to make payments on the Notes and shall not be charged with knowledge of the existence of facts that would prohibit the making of any payments unless, not less than two Business Days prior to the date of such payment, a Responsible Officer of the Trustee receives notice satisfactory to him that payments may not be made under this Article 12. A Guarantor, the Registrar, the Paying Agent, a Representative or a holder of Senior Indebtedness of such Guarantor shall be entitled to give the notice; provided, however, that, if an issue of Senior Indebtedness of such Guarantor has a Representative, only the Representative shall be entitled to give the notice.

          The Trustee in its individual or any other capacity shall be entitled to hold Senior Indebtedness of a Guarantor with the same rights it would have if it were not Trustee. The Registrar and the Paying Agent shall be entitled to do the same with like rights. The Trustee shall be entitled to all the rights set forth in this Article 12 with respect to any Senior Indebtedness of a Guarantor which may at any time be held by it, to the same extent as any other holder of such Senior Indebtedness; and nothing in Article 7 shall deprive the Trustee of any of

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its rights as such holder. Nothing in this Article 12 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 7.07 hereof or any other Section of this Indenture.

Section 12.10 Distribution or Notice to Representative.

          Whenever a distribution is to be made or a notice given to holders of Senior Indebtedness of a Guarantor, the distribution may be made and the notice given to their Representative (if any).

Section 12.11 Article 12 Not To Prevent Events of Default or Limit Right To Demand Payment.

          The failure of a Guarantor to make a payment pursuant its Guarantee by reason of any provision in this Article 12 shall not be construed as preventing the occurrence of a default by such Guarantor under its Guarantee. Nothing in this Article 12 shall have any effect on the right of the Holders or the Trustee to make a demand for payment on a Guarantor pursuant to Article 11 hereof.

Section 12.12 Trust Moneys Not Subordinated.

          Notwithstanding anything contained herein to the contrary, payments from money or the proceeds of Government Securities held in trust by the Trustee for the payment of principal of and interest on the Notes pursuant to Article 8 or Article 13 hereof shall not be subordinated to the prior payment of any Senior Indebtedness of any Guarantor or subject to the restrictions set forth in this Article 12, and none of the Holders shall be obligated to pay over any such amount to such Guarantor or any holder of Senior Indebtedness of such Guarantor or any other creditor of such Guarantor, provided that the subordination provisions of this Article 12 were not violated at the time the applicable amounts were deposited in trust pursuant to Article 8 or Article 13 hereof, as the case may be

Section 12.13 Trustee Entitled To Rely.

          Upon any payment or distribution pursuant to this Article 12, the Trustee and the Holders shall be entitled to rely (a) upon any order or decree of a court of competent jurisdiction in which any proceedings of the nature referred to in Section 12.02 hereof are pending, (b) upon a certificate of the liquidating trustee or agent or other Person making such payment or distribution to the Trustee or to the Holders or (c) upon the Representatives of Senior Indebtedness of a Guarantor for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of such Senior Indebtedness and other Indebtedness of such Guarantor, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 12. In the event that the Trustee determines, in good faith, that evidence is required with respect to the right of any Person as a holder of Senior Indebtedness of a Guarantor to participate in any payment or distribution pursuant to this Article 12, the Trustee shall be entitled to request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of such Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in

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such payment or distribution and other facts pertinent to the rights of such Person under this Article 12, and, if such evidence is not furnished, the Trustee shall be entitled to defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment. The provisions of Sections 7.01 and 7.02 hereof shall be applicable to all actions or omissions of actions by the Trustee pursuant to this Article 12.

Section 12.14 Trustee To Effectuate Subordination.

          A Holder by its acceptance of a Note agrees to be bound by this Article 12 and authorizes and expressly directs the Trustee, on his behalf, to take such action as may be necessary or appropriate to effectuate the subordination between the Holders and the holders of Senior Indebtedness of a Guarantor as provided in this Article 12 and appoints the Trustee as attorney-in-fact for any and all such purposes.

Section 12.15 Trustee Not Fiduciary for Holders of Senior Indebtedness of Guarantors.

          The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior Indebtedness of a Guarantor and shall not be liable to any such holders if it shall mistakenly pay over or distribute to Holders or such Guarantor or any other Person, money or assets to which any holders of Senior Indebtedness of such Guarantor shall be entitled by virtue of this Article 12 or otherwise.

Section 12.16 Reliance by Holders of Senior Indebtedness of a Guarantor on Subordination Provisions.

          Each Holder by accepting a Note acknowledges and agrees that the foregoing subordination provisions are, and are intended to be, an inducement and a consideration to each holder of any Senior Indebtedness of a Guarantor, whether such Senior Indebtedness was created or acquired before or after the issuance of the Notes, to acquire and continue to hold, or to continue to hold, such Senior Indebtedness and such holder of such Senior Indebtedness shall be deemed conclusively to have relied on such subordination provisions in acquiring and continuing to hold, or in continuing to hold, such Senior Indebtedness.

          Without in any way limiting the generality of the foregoing paragraph, the holders of Senior Indebtedness of a Guarantor may, at any time and from time to time, without the consent of or notice to the Trustee or the Holders, without incurring responsibility to the Trustee or the Holders and without impairing or releasing the subordination provided in this Article 12 or the obligations hereunder of the Holders to the holders of the Senior Indebtedness of such Guarantor, do any one or more of the following: (i) change the manner, place or terms of payment or extend the time of payment of, or renew or alter, Senior Indebtedness of such Guarantor, or otherwise amend or supplement in any manner Senior Indebtedness of such Guarantor, or any instrument evidencing the same or any agreement under which Senior Indebtedness of such Guarantor is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing Senior Indebtedness of such Guarantor; (iii) release any Person liable in any manner for the payment or collection of Senior Indebtedness

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of such Guarantor; and (iv) exercise or refrain from exercising any rights against such Guarantor and any other Person.

ARTICLE 13

SATISFACTION AND DISCHARGE

Section 13.01 Satisfaction and Discharge.

          This Indenture shall be discharged and shall cease to be of further effect as to all Notes, when either:

     (1) all Notes theretofore authenticated and delivered, except lost, stolen or destroyed Notes which have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust, have been delivered to the Trustee for cancellation; or

     (2) (A) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable by reason of the making of a notice of redemption or otherwise, shall become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by such Trustee in the name, and at the expense, of the Issuers and the Issuers or any Guarantor have irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders of the Notes, cash in U.S. dollars, Government Securities, or a combination thereof, in such amounts as will be sufficient without consideration of any reinvestment of interest to pay and discharge the entire indebtedness on the Notes not theretofore delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption;

     (B) no Default (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Indebtedness, including the Senior Notes) with respect to this Indenture or the Notes shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, the Senior Credit Facilities, Senior Notes (or the indenture under which the Senior Notes are issued) or any other material agreement or instrument (other than this Indenture) to which any Issuer or any Guarantor is a party or by which any Issuer or any Guarantor is bound (other than that resulting from any borrowing of funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Indebtedness, including the Senior Notes, and the granting of Liens in connection therewith);

     (C) the Issuers have paid or caused to be paid all sums payable by it under this Indenture; and

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     (D) the Issuers have delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at Stated Maturity or the Redemption Date, as the case may be.

          In addition, the Company must deliver an Officer’s Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied.

          Notwithstanding the satisfaction and discharge of this Indenture, if money shall have been deposited with the Trustee pursuant to subclause (A) of clause (2) of this Section 13.01, the provisions of Section 13.02 and Section 8.06 hereof shall survive.

Section 13.02 Application of Trust Money.

          Subject to the provisions of Section 8.06 hereof, all money deposited with the Trustee pursuant to Section 13.01 hereof shall be held in trust and applied by it, in accordance with the provisions of the Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal (and premium and Additional Interest, if any) and interest for whose payment such money has been deposited with the Trustee; but such money need not be segregated from other funds except to the extent required by law.

          If the Trustee or Paying Agent is unable to apply any money or Government Securities in accordance with Section 13.01 hereof by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Issuers’ and any Guarantor’s obligations under this Indenture and the Notes shall be revived and reinstated as though no deposit had occurred pursuant to Section 13.01 hereof; provided that if the Issuers have made any payment of principal of, premium and Additional Interest, if any, or interest on any Notes because of the reinstatement of its obligations, the Issuers shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money or Government Securities held by the Trustee or Paying Agent.

ARTICLE 14

MISCELLANEOUS

Section 14.01 Trust Indenture Act Controls.

          If any provision of this Indenture limits, qualifies or conflicts with the duties imposed by Trust Indenture Act Section 318(c), the imposed duties shall control.

Section 14.02 Notices.

          Any notice or communication by the Issuers, any Guarantor or the Trustee to the others is duly given if in writing and delivered in person or mailed by first-class mail (registered

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or certified, return receipt requested), fax or overnight air courier guaranteeing next day delivery, to the others’ address:

If to the Issuers and/or any Guarantor:

c/o Avago Technologies Finance Pte. Ltd.
No. 1 Yishun Avenue
Singapore
Fax No.: +65-6215-8786
Attention: General Counsel

If to the Trustee:

The Bank of New York
101 Barclay Street, Floor 21W
New York, New York 10286
Fax No.: (212) 815-5802/3
Attention: Corporate Trust Administration

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

          All notices and communications (other than those sent to Holders) shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; five calendar days after being deposited in the mail, postage prepaid, if mailed by first-class mail; when receipt acknowledged, if faxed; and the next Business Day after timely delivery to the courier, if sent by overnight air courier guaranteeing next day delivery; provided that any notice or communication delivered to the Trustee shall be deemed effective only upon actual receipt thereof.

          Any notice or communication to a Holder shall be mailed by first-class mail, certified or registered, return receipt requested, or by overnight air courier guaranteeing next day delivery to its address shown on the register kept by the Registrar. Any notice or communication shall also be so mailed to any Person described in Trust Indenture Act Section 313(c), to the extent required by the Trust Indenture Act. Failure to mail a notice or communication to a Holder or any defect in it shall not affect its sufficiency with respect to other Holders.

          If a notice or communication is mailed in the manner provided above within the time prescribed, it is duly given, whether or not the addressee receives it, except that any notice or communication to the Trustee shall be effective only upon actual receipt thereof.

          If the Issuers mail a notice or communication to Holders, they shall mail a copy to the Trustee and each Agent at the same time.

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Section 14.03 Communication by Holders of Notes with Other Holders of Notes.

          Holders may communicate pursuant to Trust Indenture Act Section 312(b) with other Holders with respect to their rights under this Indenture or the Notes. The Issuers, the Trustee, the Registrar and anyone else shall have the protection of Trust Indenture Act Section 312(c).

Section 14.04 Certificate and Opinion as to Conditions Precedent.

          Upon any request or application by the Issuers or any of the Guarantors to the Trustee to take any action under this Indenture, the Issuers or such Guarantor, as the case may be, shall furnish to the Trustee:

     (a) An Officer’s Certificate in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 14.05 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfied; and

     (b) An Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 14.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied.

Section 14.05 Statements Required in Certificate or Opinion.

          Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than a certificate provided pursuant to Section 4.04 hereof or Trust Indenture Act Section 314(a)(4)) shall comply with the provisions of Trust Indenture Act Section 314(e) and shall include:

     (a) a statement that the Person making such certificate or opinion has read such covenant or condition;

     (b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

     (c) a statement that, in the opinion of such Person, he or she has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with (and, in the case of an Opinion of Counsel, may be limited to reliance on an Officer’s Certificate as to matters of fact); and

     (d) a statement as to whether or not, in the opinion of such Person, such condition or covenant has been complied with.

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Section 14.06 Rules by Trustee and Agents.

          The Trustee may make reasonable rules for action by or at a meeting of Holders. The Registrar or Paying Agent may make reasonable rules and set reasonable requirements for its functions.

Section 14.07 No Personal Liability of Directors, Officers, Employees and Stockholders.

          No director, officer, employee, incorporator or stockholder of the Issuers or any Guarantor or any of their parent companies shall have any liability for any obligations of the Issuers or the Guarantors under the Notes, the Guarantees or this Indenture or for any claim based on, in respect of, or by reason of such obligations or their creation. Each Holder by accepting Notes waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes.

Section 14.08 Governing Law.

          THIS INDENTURE, THE NOTES AND ANY GUARANTEE WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

Section 14.09 Consent to Jurisdiction, Service of Process and Immunity.

          The Issuers irrevocably submit to the jurisdiction of the courts of the State of New York and the courts of the United States of America located in the Borough of Manhattan, City and State of New York over any suit, action or proceeding with respect to this Indenture or the transactions contemplated hereby. The Issuers waive any objection that they may have to the venue of any suit, action or proceeding with respect to this Indenture or the transactions contemplated hereby in the courts of the State of New York or the courts of the United States of America, in each case, located in the Borough of Manhattan, City and State of New York, or that such suit, action or proceeding brought in the courts of the State of New York or the United States of America, in each case, located in the Borough of Manhattan, City and State of New York was brought in an inconvenient court and agrees not to plead or claim the same.

          The Issuers irrevocably appoint CT Corporation System as their authorized agent in the State of New York upon whom process may be served in any action arising out of or based on the Notes or this Indenture, which may be instituted in the United States District Court for the Southern District of New York or any state court in the City and County of New York. Such service may be made by delivering or mailing a copy of such process to the Issuers in care of CT Corporation System to accept such service on their behalf. Such appointment shall be irrevocable until all amounts in respect of the principal, premium, Additional Amounts, or Additional Interest, if any, due, or to become due on or in respect of the Notes issued hereunder have been paid in full accordance with the terms hereof or unless and until a successor shall have been appointed as the Issuers’ authorized agent for such service provided above.

142

          The Issuers hereby waive to the fullest extent permitted by law, any immunity, including sovereign immunity, from jurisdiction to which they might otherwise be entitled in respect of any proceeding arising our of or relating to the Notes or this Indenture. Notwithstanding the foregoing, with respect to any such proceedings, neither the consent to jurisdiction nor the waiver agreed to in this Section 14.09 shall be interpreted to include any consent or waiver with respect to actions brought under the United States federal securities laws or any state securities laws. The foregoing waiver is intended to be irrevocable under the laws of the State of New York and the United States of America and, in particular, under the United States Foreign Sovereign Immunities Act of 1976, as amended, and the provisions in this Section 14.09 with regard to jurisdictional matters constitute, among other things, a special arrangement for services between the parties to this Indenture under such act.

Section 14.10 Waiver of Jury Trial.

          EACH OF THE ISSUERS, THE GUARANTORS AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 14.11 Force Majeure.

          In no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations under this Indenture arising out of or caused by, directly or indirectly, forces beyond its reasonable control, including without limitation strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software or hardware) services.

Section 14.12 No Adverse Interpretation of Other Agreements.

          This Indenture may not be used to interpret any other indenture, loan or debt agreement of the Issuers or its Restricted Subsidiaries or of any other Person. Any such indenture, loan or debt agreement may not be used to interpret this Indenture.

Section 14.13 Successors.

          All agreements of the Issuers in this Indenture and the Notes shall bind their successors. All agreements of the Trustee in this Indenture shall bind its successors. All agreements of each Guarantor in this Indenture shall bind its successors, except as otherwise provided in Section 11.05 hereof.

143

Section 14.14 Severability.

          In case any provision in this Indenture or in the Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

Section 14.15 Counterpart Originals.

          The parties may sign any number of copies of this Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

Section 14.16 Table of Contents, Headings, etc.

          The Table of Contents, Cross-Reference Table and headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof.

Section 14.17 Qualification of Indenture.

          The Issuers and the Guarantors shall qualify this Indenture under the Trust Indenture Act in accordance with the terms and conditions of the Registration Rights Agreement and shall pay all reasonable costs and expenses (including attorneys’ fees and expenses for the Issuers, the Guarantors and the Trustee) incurred in connection therewith, including, but not limited to, costs and expenses of qualification of this Indenture and the Notes and printing this Indenture and the Notes. The Trustee shall be entitled to receive from the Issuers and the Guarantors any such Officer’s Certificates, Opinions of Counsel or other documentation as it may reasonably request in connection with any such qualification of this Indenture under the Trust Indenture Act.

[Signatures on following page]

144

AVAGO TECHNOLOGIES FINANCE PTE. LTD.
The Common Seal of AVAGO TECHNOLOGIES FINANCE PTE. LTD. was hereunto affixed	) ) )	[Seal]
/s/ Adam H. Clammer
Name: Adam H. Clammer
Title: Director
/s/ Kenneth Y. Hao
Name: Kenneth Y. Hao
Title: Director

[SIGNATURE PAGE TO SENIOR SUBORDINATED INDENTURE]

AVAGO TECHNOLOGIES U.S. INC
By:	/s/ Kenneth Y. Hao
	Name: Kenneth Y. Hao
	Title: Vice President
AVAGO TECHNOLOGIES WIRELESS (U.S.A.)
MANUFACTURING INC.
By:	/s/ Kenneth Y. Hao
	Name: Kenneth Y. Hao
	Title: Vice President

[SIGNATURE PAGE TO SENIOR SUBORDINATED INDENTURE]

AVAGO TECHNOLOGIES GENERAL IP (SIGNAPORE) PTE. LTD.
The Common Seal of AVAGO TECHNOLOGIES GENERAL IP (SIGNAPORE) PTE. LTD. was hereunto affixed	) ) )	[Seal]
/s/ Kenneth Y. Hao
Name: Kenneth Y. Hao
Title: Director
/s/ Adam H. Clammer
Name: Adam H. Clammer
Title: Director

[SIGNATURE PAGE TO SENIOR SUBORDINATED INDENTURE]

AVAGO TECHNOLOGIES ECBU IP (SIGNAPORE) PTE. LTD.
The Common Seal of AVAGO TECHNOLOGIES ECBU IP (SIGNAPORE) PTE. LTD. was hereunto affixed	) ) )	[Seal]
/s/ Kenneth Y. Hao
Name: Kenneth Y. Hao
Title: Director
/s/ Adam H. Clammer
Name: Adam H. Clammer
Title: Director

[SIGNATURE PAGE TO SENIOR SUBORDINATED INDENTURE]

AVAGO TECHNOLOGIES MANUFACTURING (SINGAPORE) PTE. LTD.
The Common Seal of AVAGO TECHNOLOGIES MANUFACTURING (SINGAPORE) PTE. LTD. was hereunto affixed	) ) )	[Seal]
/s/ Kenneth Y. Hao
Name: Kenneth Y. Hao
Title: Director
/s/ Adam H. Clammer
Name: Adam H. Clammer
Title: Director

[SIGNATURE PAGE TO SENIOR SUBORDINATED INDENTURE]

AVAGO TECHNOLOGIES INTERNATIONAL SALES PTE. LIMITED
The Common Seal of AVAGO TECHNOLOGIES INTERNATIONAL SALES PTE. LIMITED was hereunto affixed	) ) )	[Seal]
/s/ Kenneth Y. Hao
Name: Kenneth Y. Hao
Title: Director
/s/ Adam H. Clammer
Name: Adam H. Clammer
Title: Director

[SIGNATURE PAGE TO SENIOR SUBORDINATED INDENTURE]

AVAGO TECHNOLOGIES WIRELESS IP (SINGAPORE) PTE. LTD.
The Common Seal of AVAGO TECHNOLOGIES WIRELESS IP (SINGAPORE) PTE. LTD. was hereunto affixed	) ) )	[Seal]
/s/ Kenneth Y. Hao
Name: Kenneth Y. Hao
Title: Director
/s/ Adam H. Clammer
Name: Adam H. Clammer
Title: Director

[SIGNATURE PAGE TO SENIOR SUBORDINATED INDENTURE]

AVAGO TECHNOLOGIES IMAGING IP (SINGAPORE) PTE. LTD.
The Common Seal of AVAGO TECHNOLOGIES IMAGING IP (SINGAPORE) PTE. LTD. was hereunto affixed	) ) )	[Seal]
/s/ Kenneth Y. Hao
Name: Kenneth Y. Hao
Title: Director
/s/ Adam H. Clammer
Name: Adam H. Clammer
Title: Director

[SIGNATURE PAGE TO SENIOR SUBORDINATED INDENTURE]

AVAGO TECHNOLOGIES ENTERPRISE IP (SINGAPORE) PTE. LTD.
The Common Seal of AVAGO TECHNOLOGIES ENTERPRISE IP (SINGAPORE) PTE. LTD. was hereunto affixed	) ) )	[Seal]
/s/ Kenneth Y. Hao
Name: Kenneth Y. Hao
Title: Director
/s/ Adam H. Clammer
Name: Adam H. Clammer
Title: Director

[SIGNATURE PAGE TO SENIOR SUBORDINATED INDENTURE]

AVAGO TECHNOLOGIES STORAGE IP (SINGAPORE) PTE. LTD.
The Common Seal of AVAGO TECHNOLOGIES STORAGE IP (SINGAPORE) PTE. LTD. was hereunto affixed	) ) )	[Seal]
/s/ Kenneth Y. Hao
Name: Kenneth Y. Hao
Title: Director
/s/ Adam H. Clammer
Name: Adam H. Clammer
Title: Director

[SIGNATURE PAGE TO SENIOR SUBORDINATED INDENTURE]

AVAGO TECHNOLOGIES FIBER IP (SINGAPORE) PTE. LTD.
The Common Seal of AVAGO TECHNOLOGIES FIBER IP (SINGAPORE) PTE. LTD. was hereunto affixed	) ) )	[Seal]
/s/ Kenneth Y. Hao
Name: Kenneth Y. Hao
Title: Director
/s/ Adam H. Clammer
Name: Adam H. Clammer
Title: Director

[SIGNATURE PAGE TO SENIOR SUBORDINATED INDENTURE]

AVAGO TECHNOLOGIES IMAGING
(U.S.A.) INC., as U.S. Guarantor
By:	/s/ Kenneth Y. Hao
	Name: Kenneth Y. Hao
	Title: Vice President
AVAGO TECHNOLOGIES STORAGE
(U.S.A.) INC., as U.S. Guarantor
By:	/s/ Kenneth Y. Hao
	Name: Kenneth Y. Hao
	Title: Vice President
AVAGO TECHNOLOGIES WIRELESS
(U.S.A.) INC., as U.S. Guarantor
By:	/s/ Kenneth Y. Hao
	Name: Kenneth Y. Hao
	Title: Vice President
AVAGO TECHNOLOGIES U.S. R&D
INC., as U.S. Guarantor
By:	/s/ Kenneth Y. Hao
	Name: Kenneth Y. Hao
	Title: Vice President

[SIGNATURE PAGE TO SENIOR SUBORDINATED INDENTURE]

AVAGO TECHNOLOGIES (MALAYSIA)
SDN BHD (Company No: 704181-P), as
Malaysian Guarantor
By:	/s/ Kenneth Y. Hao
	Name: Kenneth Y. Hao
	Title: Director
AVAGO TECHNOLOGIES WIRELESS
HOLDING (LABUAN)
CORPORATION (Company No: LL05008),
as Labuan Guarantor
By:	/s/ Kenneth Y. Hao
	Name: Kenneth Y. Hao
	Title: Director
AVAGO TECHNOLOGIES IMAGING
HOLDING (LABUAN)
CORPORATION (Company No: LL05006),
as Labuan Guarantor
By:	/s/ Kenneth Y. Hao
	Name: Kenneth Y. Hao
	Title: Director

[SIGNATURE PAGE TO SENIOR SUBORDINATED INDENTURE]

AVAGO TECHNOLOGIES FIBER
HOLDING (LABUAN)
CORPORATION (Company No: LL05009),
as Labuan Guarantor
By:	/s/ Kenneth Y. Hao
	Name: Kenneth Y. Hao
	Title: Director
AVAGO TECHNOLOGIES STORAGE
HOLDING (LABUAN)
CORPORATION (Company No: LL0507),
as Labuan Guarantor
By:	/s/ Kenneth Y. Hao
	Name: Kenneth Y. Hao
	Title: Director
AVAGO TECHNOLOGIES ENTERPRISE
HOLDING (LABUAN)
CORPORATION (Company No: LL05005),
as Labuan Guarantor
By:	/s/ Kenneth Y. Hao
	Name: Kenneth Y. Hao
	Title: Director

[SIGNATURE PAGE TO SENIOR SUBORDINATED INDENTURE]

AVAGO TECHNOLOGIES HOLDINGS
B.V., as Dutch Guarantor
By:	/s/ Kenneth Y. Hao
	Name: Kenneth Y. Hao
	Title: Managing Director
AVAGO TECHNOLOGIES WIRELESS
HOLDINGS B.V., as Dutch Guarantor
By:	/s/ Kenneth Y. Hao
	Name: Kenneth Y. Hao
	Title: Managing Director
AVAGO TECHNOLOGIES STORAGE
HOLDINGS B.V., as Dutch Guarantor
By:	/s/ Kenneth Y. Hao
	Name: Kenneth Y. Hao
	Title: Managing Director
AVAGO TECHNOLOGIES IMAGING
HOLDINGS B.V., as Dutch Guarantor
By:	/s/ Kenneth Y. Hao
	Name: Kenneth Y. Hao
	Title: Managing Director

[SIGNATURE PAGE TO SENIOR SUBORDINATED INDENTURE]

AVAGO TECHNOLOGIES JAPAN, LTD.,
as Japanese Guarantor
By:	/s/ Adam H. Clammer
	Name: Adam H. Clammer
	Title: Attorney-in-fact
AVAGO TECHNOLOGIES CANADA
CORPORATION, as Canadian Guarantor
By:	/s/ Adam H. Clammer
	Name: Adam H. Clammer
	Title: Secretary
AVAGO TECHNOLOGIES MEXICO, S.
DE R.L. DE C.V., as Mexican Guarantor
By:	/s/ Adam H. Clammer
	Name: Adam H. Clammer
	Title: Attorney-in-fact
AVAGO TECHNOLOGIES U.K. LTD., as
U.K. Guarantor
By:	/s/ Adam H. Clammer
	Name: Adam H. Clammer
	Title: Director

AVAGO TECHNOLOGIES GMBH, as German Guarantor
By:	/s/ Kenneth Y. Hao
	Name: Kenneth Y. Hao
	Title: Managing Director

[SIGNATURE PAGE TO SENIOR SUBORDINATED INDENTURE]

AVAGO TECHNOLOGIES ITALY S.R.L., as Italian Guarantor
By:	/s/ Kenneth Y. Hao
	Name: Kenneth Y. Hao
	Title: Director

[SIGNATURE PAGE TO SENIOR SUBORDINATED INDENTURE]

THE BANK OF NEW YORK, as Trustee
By:	/s/ Stanislav Pertsev
	Name: Stanislav Pertsev
	Title: Assistant Treasurer

[SIGNATURE PAGE TO SENIOR SUBORDINATED INDENTURE]

EX-4.4

Exhibit-4.4

EXECUTION VERSION

SUPPLEMENTAL INDENTURE NO. 1

          Supplemental Indenture (this “Supplemental Indenture”), dated as of April 11, 2006, among Avago Technologies Sensor IP Pte. Ltd., Avago Technologies Sensor (U.S.A.) Inc. (each, a “Guaranteeing Subsidiary”), each a subsidiary of Avago Technologies Finance Pte. Ltd., a private limited company organized under the laws of the Republic of Singapore, and The Bank of New York, as trustee (the “Trustee”).

W I T N E S S E T H

          WHEREAS, each of the Issuers and the Guarantors (as defined in the Indenture referred to below) has heretofore executed and delivered to the Trustee an indenture (the “Indenture”), dated as of December 1, 2005, providing for the issuance of an unlimited aggregate principal amount of 11 ⁷/₈% Senior Subordinated Notes due 2015 (the “Notes”);

          WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiaries shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiaries shall unconditionally guarantee all of the Issuers’ Obligations under the Notes and the Indenture on the terms and conditions set forth herein and under the Indenture (the “Guarantees”); and

          WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture.

          NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:

          (1) Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

          (2) Agreement to Guarantee. Each Guaranteeing Subsidiary hereby agrees as follows:

     (a) Along with all other Guarantors named in the Indenture, to jointly and severally unconditionally guarantee to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of the Indenture, the Notes or the obligations of the Issuers hereunder or thereunder, that:

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

2

     (ii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors and the Guaranteeing Subsidiaries shall be jointly and severally obligated to pay the same immediately. This is a guarantee of payment and not a guarantee of collection.

     (b) The obligations hereunder shall be unconditional (to the extent legally permitted under such Guaranteeing Subsidiary’s jurisdiction of organization), irrespective of the validity, regularity or enforceability of the Notes or the Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuers, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor.

     (c) The following is hereby waived: diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuers, any right to require a proceeding first against the Issuers, protest, notice and all demands whatsoever.

     (d) The Guarantees shall not be discharged except by complete performance of the obligations contained in the Notes, the Indenture and this Supplemental Indenture, and each Guaranteeing Subsidiary accepts all obligations of a Guarantor under the Indenture.

     (e) If any Holder or the Trustee is required by any court or otherwise to return to the Issuers, the Guarantors (including the Guaranteeing Subsidiaries), or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuers or the Guarantors, any amount paid either to the Trustee or such Holder, the Guarantees, to the extent theretofore discharged, shall be reinstated in full force and effect.

     (f) No Guaranteeing Subsidiary shall be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby.

     (g) As between the Guaranteeing Subsidiaries, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 of the Indenture for the purposes of the Guarantees, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6 of the Indenture, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guaranteeing Subsidiaries for the purpose of the Guarantees.

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     (h) Each Guaranteeing Subsidiary shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Guarantees.

     (i) Pursuant to Section 11.02 of the Indenture, after giving effect to all other contingent and fixed liabilities that are relevant under any applicable Bankruptcy Law or fraudulent conveyance laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under Article 11 of the Indenture, the new Guarantees shall be limited to the maximum amount permissible such that the obligations of each Guaranteeing Subsidiary under the Guarantees will not constitute a fraudulent transfer or conveyance or otherwise violate applicable law as set out in Article 11 of the Indenture.

     (j) The Guarantees shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuers for liquidation, reorganization, should the Issuers become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuers’ assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes and Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned.

     (k) In case any provision of the Guarantees shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

     (l) The Guarantees shall be general unsecured senior subordinated obligations of each Guaranteeing Subsidiary, ranking pari passu with any other future Senior Indebtedness of each Guaranteeing Subsidiary, if any.

     (m) Each payment to be made by each Guaranteeing Subsidiary in respect of the Guarantees shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

          (3) Execution and Delivery. Each Guaranteeing Subsidiary agrees that the Guarantee shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Guarantees on the Notes.

          (4) Merger, Consolidation or Sale of All or Substantially All Assets.

          (a) Except as otherwise provided in Section 5.01(c) of the Indenture, no Guaranteeing Subsidiary may consolidate or merge with or into or wind up into (whether or not

4

the Issuers or a Guaranteeing Subsidiary is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets, in one or more related transactions, to any Person unless:

     (i) (A) the Guaranteeing Subsidiary is the surviving corporation or the Person formed by or surviving any such consolidation or merger (if other than the Guaranteeing Subsidiary) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation organized or existing under the laws of the jurisdiction of organization of the Guaranteeing Subsidiary, as the case may be, or the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (the Guaranteeing Subsidiary or such Person, as the case may be, being herein called the “Successor Person”);

     (B) the Successor Person, if other than the Guaranteeing Subsidiary, expressly assumes all the obligations of the Guaranteeing Subsidiary under the Indenture and the Guaranteeing Subsidiary’s related Guarantee pursuant to supplemental indentures or other documents or instruments in form reasonably satisfactory to the Trustee;

     (C) immediately after such transaction, no Default exists; and

     (D) the Issuers shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indentures, if any, comply with the Indenture; or

     (ii) the transaction is made in compliance with Section 4.10 of the Indenture.

          (b) Subject to certain limitations set forth in the Indenture, the Successor Person will succeed to, and be substituted for, the Guaranteeing Subsidiary under the Indenture and the Guaranteeing Subsidiary’s Guarantee. Notwithstanding the foregoing, each Guaranteeing Subsidiary may merge into or transfer all or part of its properties and assets to another Guarantor or the Issuers.

          (5) Releases.

          The Guarantee of each Guaranteeing Subsidiary shall be automatically and unconditionally released and discharged, and no further action by the applicable Guaranteeing Subsidiary, the Issuers or the Trustee is required for the release of such Guaranteeing Subsidiary’s Guarantee, upon:

     (a) (i) any sale, exchange or transfer (by merger or otherwise) of the Capital Stock of the Guaranteeing Subsidiary (including any sale, exchange or transfer), after which the Guaranteeing Subsidiary is no longer a Restricted Subsidiary or all or substantially all the assets of the Guaranteeing Subsidiary which sale, exchange or transfer is made in compliance with the applicable provisions of the Indenture;

     (ii) the release or discharge of the guarantee by the Guaranteeing Subsidiary of the Senior Credit Facilities or the guarantee which resulted in the creation of the

5

Guarantee, except a discharge or release by or as a result of payment under such guarantee;

     (iii) the proper designation of the Guaranteeing Subsidiary as an Unrestricted Subsidiary; or

     (iv) the Issuers’ exercising their Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 of the Indenture or the Issuers’ obligations under the Indenture being discharged in accordance with the terms of the Indenture; and

     (b) the Guaranteeing Subsidiary delivering to the Trustee an Officer’s Certificate stating that all conditions precedent provided for in the Indenture relating to such transaction have been complied with.

          (6) No Recourse Against Others. No director, officer, employee, incorporator or stockholder of the Guaranteeing Subsidiaries shall have any liability for any obligations of the Issuers or the Guarantors (including the Guaranteeing Subsidiaries) under the Notes, any Guarantees, the Indenture or this Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder by accepting Notes waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes.

          (7) Governing Law. THIS SUPPLEMENTAL INDENTURE WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

          (8) Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

          (9) Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.

          (10) The Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiaries.

          (11) Subrogation. The Guaranteeing Subsidiaries shall be subrogated to all rights of Holders of Notes against the Issuers in respect of any amounts paid by the Guaranteeing Subsidiaries pursuant to the provisions of Section 2 hereof and Section 11.01 of the Indenture; provided that, if an Event of Default has occurred and is continuing, the Guaranteeing Subsidiaries shall not be entitled to enforce or receive any payments arising out of, or based upon, such right of subrogation until all amounts then due and payable by the Issuers under the Indenture or the Notes shall have been paid in full.

6

          (12) Benefits Acknowledged. The Guaranteeing Subsidiaries’ Guarantees are subject to the terms and conditions set forth in the Indenture. The Guaranteeing Subsidiaries acknowledge that they will receive direct and indirect benefits from the financing arrangements contemplated by the Indenture and this Supplemental Indenture and that the guarantee and waivers made by it pursuant to the Guarantees are knowingly made in contemplation of such benefits.

          (13) Successors. All agreements of the Guaranteeing Subsidiaries in this Supplemental Indenture shall bind their Successors, except as otherwise provided in Section 2(k) hereof or elsewhere in this Supplemental Indenture. All agreements of the Trustee in this Supplemental Indenture shall bind its successors.

     IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, all as of the date first above written.

Avago Technologies Sensor IP Pte. Ltd.
The Common Seal of Avago		)
Technologies Sensor IP		)
Pte. Ltd. was hereunto affixed		)
/s/ Rex Jackson	Director
Rex Jackson
/s/ Mercedes Johnson	Director
Mercedes Johnson

AVAGO TECHNOLOGIES SENSOR (U.S.A.) INC.
By:	/s/ Mercedes Johnson
Name:	Mercedes Johnson
Title:	President
THE BANK OF NEW YORK, as Trustee
By:
Name:
Title:

Senior Subordinated Notes Supplemental Indenture

     IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, all as of the date first above written.

Avago Technologies Sensor IP Pte. Ltd.
The Common Seal of Avago		)
Technologies Sensor IP		)
Pte. Ltd. was hereunto affixed		)
	Director
Rex Jackson
	Director
Mercedes Johnson

AVAGO TECHNOLOGIES SENSOR (U.S.A.) INC.
By:
Name:
Title:
THE BANK OF NEW YORK, as Trustee
By:	/s/STANISLAV PERTSEV
Name:	STANISLAV PERTSEV
Title:	ASSISTANT TREASURER

Senior Subordinated Notes Supplemental Indenture

EX-4.5

Exhibit-4.5

Execution Version

AVAGO TECHNOLOGIES FINANCE PTE. LTD.
AVAGO TECHNOLOGIES U.S. INC.
AVAGO TECHNOLOGIES WIRELESS (U.S.A.) MANUFACTURING INC.

$500,000,000 10¹/₈% SENIOR NOTES DUE 2013

$250,000,000 SENIOR FLOATING RATE NOTES DUE 2013

$250,000,000 11⁷/₈% SENIOR SUBORDINATED NOTES DUE 2015

REGISTRATION RIGHTS AGREEMENT

December 1, 2005

Lehman Brothers Inc.
Citigroup Global Markets Singapore Pte. Ltd.
Credit Suisse First Boston (Singapore) Limited
   c/o Lehman Brothers Inc.
   745 Seventh Avenue, 19th Floor
   New York, New York 10019

Ladies and Gentlemen:

     Avago Technologies Finance Pte. Ltd, a Singapore private limited company (the “Company”), Avago Technologies U.S. Inc., a Delaware corporation (“Avago U.S.”), and Avago Technologies Wireless (U.S.A.) Manufacturing Inc., a Delaware corporation (together with the Company and Avago U.S., the “Issuers”), propose to issue and sell (the “Initial Placement”) to Lehman Brothers Inc., Citigroup Global Markets Singapore Pte. Ltd. and Credit Suisse First Boston (Singapore) Limited (the “Initial Purchasers”) upon terms set forth in a purchase agreement dated as of November 21, 2005 (the “Purchase Agreement”) among the Issuers, the guarantors party thereto (the “Guarantors”) and the Initial Purchasers, $500,000,000 of its 10¹/₈% Senior Notes due 2013 (the “Fixed Rate Senior Notes”), $250,000,000 of its Senior Floating Rate Notes due 2013 (the “Floating Rate Senior Notes”, the Floating Rate Senior Notes and the Fixed Rate Senior Notes, together, the “Senior Notes”), and $250,000,000 of its 11⁷/₈% Senior Subordinated Notes due 2015 (the “Senior Subordinated Notes” and, together with the Senior Notes, the “Initial Notes”). As an inducement to you to enter into the Purchase Agreement and purchase the Initial Notes and in satisfaction of a condition to your obligations under the Purchase Agreement, the Issuers and the Guarantors agree with you for the benefit of the holders from time to time of the Initial Notes (including the Initial Purchasers) (each of the foregoing a “Holder” and together the “Holders”), as follows:

     1. Definitions. Capitalized terms used herein without definition shall have their respective meanings set forth in the Purchase Agreement. As used in this Agreement, the following capitalized defined terms shall have the following meanings:

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

     “Business Day” shall have the meaning ascribed to such term in Rule 14d-1 under the Exchange Act.

     “Closing Date” has the meaning set forth in the Purchase Agreement.

     “Commission” means the Securities and Exchange Commission.

     “Company” has the meaning set forth in the preamble hereto.

     “Damages Payment Date” means, with respect to the Initial Notes, each date on which interest is paid in accordance with the Indentures.

     “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder.

     “Exchange Guarantees” means guarantees issued by the Guarantors with respect to the Exchange Notes, identical in all material respects to the Guarantees issued with respect to the Initial Notes.

     “Exchange Notes” means securities issued by the Issuers, identical in all material respects to the Fixed Rate Senior Notes, Floating Rate Senior Notes or Senior Subordinated Notes, as applicable, to be issued under the applicable Indenture, except that (i) the Exchange Notes shall contain no restrictive legend thereon, (ii) interest thereon shall accrue from the last date on which interest was paid on such Initial Notes or, if no such interest has been paid, from the date of the applicable Indenture and (iii) they shall be entitled to the benefits of the applicable Indenture or a trust indenture which is identical in all material respects to the applicable Indenture (other than such changes to the applicable Indenture or any such identical trust indenture as are necessary to comply with the Trust Indenture Act) and which, in either case, has been qualified under the Trust Indenture Act.

     “Exchange Offer” means the proposed offer to the Holders to issue and deliver to such Holders, in exchange for the Initial Notes and the Guarantees, a like aggregate principal amount of Exchange Notes and the Exchange Guarantees.

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     “Exchange Offer Registration Period” means the longer of (A) the period until the consummation of the Exchange Offer and (B) two years after the date of the Indentures, exclusive of any period during which any stop order shall be in effect suspending the effectiveness of the Exchange Offer Registration Statement; provided, however, that in the event that all resales of Exchange Notes (including, subject to the time periods set forth herein, any resales by Participating Dealers) covered by such Exchange Offer Registration Statement have been made, the Exchange Offer Registration Statement need not remain continuously effective for the period set forth in clause (B) above.

     “Exchange Offer Registration Statement” means a registration statement of the Issuers and the Guarantors on an appropriate form under the Securities Act with respect to the Exchange Offer, all amendments and supplements to such Registration Statement, including post-effective amendments, in each case including the Prospectus contained therein, all exhibits thereto and all material incorporated by reference therein.

     “Fixed Rate Senior Notes” has the meaning set forth in the preamble hereto.

     “Floating Rate Senior Notes” has the meaning set forth in the preamble hereto.

     “Guarantee” means the guarantee by any Guarantor of the Issuers’ Obligations under the Indenture.

     “Guarantors” has the meaning set forth in the preamble hereto.

     “Holder” has the meaning set forth in the preamble hereto.

     “Indentures” means the Indenture, dated as of December 1, 2005, between the Issuers, the Guarantors and The Bank of New York, as trustee, pursuant to which the Senior Notes are to be issued and the Indenture, dated as of December 1, 2005, between the Issuers, the Guarantors and The Bank of New York, as trustee, pursuant to which the Senior Subordinated Notes are to be issued, as each such Indenture is amended or supplemented from time to time in accordance with the terms thereof.

     “Initial Notes” has the meaning set forth in the preamble hereto, for so long as such securities constitute Transfer Restricted Securities.

     “Initial Placement” has the meaning set forth in the preamble hereto.

     “Initial Purchasers” has the meaning set forth in the preamble hereto.

     “Issuers” has the meaning set forth in the preamble hereto.

     “Losses” has the meaning set forth in Section 6(d) hereto.

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     “Majority Holders” means the Holders of a majority of the aggregate principal amount of Notes registered under a Registration Statement.

     “Managing Underwriters” means the investment banker or investment bankers and manager or managers that shall administer an underwritten offering under a Shelf Registration Statement.

     “Notes” means the Initial Notes and Exchange Notes.

     “Offering Memorandum” has the meaning set forth in the Purchase Agreement.

     “Participating Dealer” means any Holder (which may include the Initial Purchasers) that is a broker-dealer, electing to exchange Notes acquired for its own account as a result of market-making activities or other trading activities for Exchange Notes.

     “Prospectus” means the prospectus included in any Registration Statement (including, without limitation, a prospectus that discloses information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A under the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Notes covered by such Registration Statement, and all amendments and supplements to the Prospectus, including post-effective amendments.

     “Purchase Agreement” has the meaning set forth in the preamble hereto.

     “Registration Default” has the meaning set forth in Section 5(b) hereof.

     “Registration Statement” means any Exchange Offer Registration Statement or Shelf Registration Statement pursuant to the provisions of this Agreement, amendments and supplements to such registration statement, including post-effective amendments, in each case including the Prospectus contained therein, all exhibits thereto, and all material incorporated by reference therein.

     “Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder.

     “Senior Notes” has the meaning set forth in the preamble hereto.

     “Senior Subordinated Notes” has the meaning set forth in the preamble hereto.

     “Shelf Registration” means a registration effected pursuant to Section 3 hereof.

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     “Shelf Registration Period” has the meaning set forth in Section 3(b) hereof.

     “Shelf Registration Statement” means a “shelf” registration statement of the Issuers and the Guarantors pursuant to the provisions of Section 3 hereof, which covers some or all of the Initial Notes or Exchange Notes, as applicable, and the related Guarantees or Exchange Guarantees on an appropriate form under Rule 415 under the Securities Act, or any similar rule that may be adopted by the Commission, amendments and supplements to such Registration Statement, including post-effective amendments, in each case including the Prospectus contained therein, all exhibits thereto and all material incorporated by reference therein.

     “Transfer Restricted Securities” means each Initial Note until: (i) the date on which such Initial Note has been exchanged by a Person other than a broker-dealer for an Exchange Note in the Exchange Offer; (ii) following the exchange by a broker-dealer in the Exchange Offer of a Note for an Exchange Note, the date on which such Exchange Note is sold to a purchaser who receives from such broker-dealer on or prior to the date of such sale a copy of the Prospectus contained in the Exchange Offer Registration Statement; (iii) the date on which such Note has been effectively registered under the Securities Act and disposed of in accordance with the Shelf Registration Statement; or (iv) the date on which such Note is distributed to the public pursuant to Rule 144 under the Securities Act.

     “Trust Indenture Act” means the Trust Indenture Act of 1939, as amended.

     “Trustee” means The Bank of New York and any successors thereto.

     “Underwriter” means any underwriter of Notes and Guarantees in connection with an offering thereof under a Shelf Registration Statement.

          “Underwritten Registration” or “Underwritten Offering” means a registration in which the Notes of the Issuers are sold to an underwriter for reoffering to the public.

     2. Exchange Offer; Resales of Exchange Notes by Participating Dealers; Private Exchange.

     (a) The Issuers and the Guarantors shall use their reasonable best efforts to consummate the Exchange Offer on or prior to the 360th calendar day following the Closing Date.

     (b) Upon the effectiveness of the Exchange Offer Registration Statement, the Issuers and the Guarantors shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder electing to exchange Initial Notes for Exchange Notes (assuming that such Holder (x) is not an “affiliate” of any of the Issuers within the meaning of the Securities

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Act, (y) is not a broker-dealer that acquired the Initial Notes in a transaction other than as a part of its market-making or other trading activities and (z) if such Holder is not a broker-dealer, acquires the Exchange Notes in the ordinary course of such Holder’s business, is not participating in the distribution of the Exchange Notes and has no arrangements or understandings with any person to participate in the distribution of the Exchange Notes) to resell such Exchange Notes from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of a substantial proportion of the several states of the United States.

     (c) In connection with the Exchange Offer, the Issuers shall mail to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents, stating, in addition to such other disclosures as are required by applicable law:

     (i) that the Exchange Offer is being made pursuant to this Agreement and that all Initial Notes validly tendered will be accepted for exchange;

     (ii) the dates of acceptance for exchange;

     (iii) that any Initial Notes not tendered will remain outstanding and continue to accrue interest, but will not retain any rights under this Agreement;

     (iv) that Holders electing to have Initial Notes exchanged pursuant to the Exchange Offer will be required to surrender such Initial Notes, together with the enclosed letters of transmittal, to the institution and at the address (located in the Borough of Manhattan, The City of New York) specified in the notice prior to the close of business on the last day of acceptance for exchange; and

     (v) that Holders will be entitled to withdraw their election, not later than the close of business on the last day of acceptance for exchange, by sending to the institution and at the address (located in the Borough of Manhattan, The City of New York) specified in the notice a facsimile transmission or letter setting forth the name of such Holder, the aggregate principal amount of Initial Notes delivered for exchange and a statement that such Holder is withdrawing his election to have such Initial Notes exchanged; and shall keep the Exchange Offer open for acceptance for not less than 20 Business Days (or longer if required by applicable law) after the date notice thereof is mailed to the Holders; utilize the services of a depositary for the Exchange Offer with an address in the Borough of Manhattan, The City of New York; and comply in all respects with all applicable laws relating to the Exchange Offer.

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     (d) As soon as practicable after the close of the Exchange Offer, the Issuers shall:

     (i) accept for exchange all Initial Notes duly tendered and not validly withdrawn pursuant to the Exchange Offer;

     (ii) deliver to the Trustee for cancellation all Initial Notes so accepted for exchange; and

     (iii) cause the Trustee promptly to authenticate and deliver to each Holder Exchange Notes equal in principal amount to the Initial Notes of such Holder so accepted for exchange.

     (e) The Initial Purchasers, the Issuers and the Guarantors acknowledge that, pursuant to interpretations by the staff of the Commission of Section 5 of the Securities Act, and in the absence of an applicable exemption therefrom, each Participating Dealer is required to deliver a Prospectus in connection with a sale of any Exchange Notes received by such Participating Dealer pursuant to the Exchange Offer in exchange for Initial Notes acquired for its own account as a result of market-making activities or other trading activities. Accordingly, the Issuers and Guarantors shall:

     (i) include the information set forth in Annex A hereto on the cover of the Exchange Offer Registration Statement, in Annex B hereto in the forepart of the Exchange Offer Registration Statement in a section setting forth details of the Exchange Offer, in Annex C hereto in the underwriting or plan of distribution section of the Prospectus forming a part of the Exchange Offer Registration Statement, and in Annex D hereto in the letter of transmittal delivered pursuant to the Exchange Offer; and

     (ii) use their reasonable best efforts to keep the Exchange Offer Registration Statement continuously effective under the Securities Act during the Exchange Offer Registration Period for delivery of the Prospectus included therein by Participating Dealers in connection with sales of Exchange Notes received pursuant to the Exchange Offer, as contemplated by Section 4(h) below; provided, however, that the Issuers and the Guarantors shall not be required to maintain the effectiveness of the Exchange Offer Registration Statement for more than 30 days following the consummation of the Exchange Offer unless the Issuers have been notified in writing on or prior to the 30th day following the consummation of the Exchange Offer by one or more Participating Dealers that such Holder has received Exchange Notes as to which it will be required to deliver a prospectus upon resale.

     (f) In the event that an Initial Purchaser determines that it is not eligible to participate in the Exchange Offer with respect to the exchange of Initial Notes constituting any portion of an unsold allotment, upon the effectiveness of

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the Shelf Registration Statement as contemplated by Section 3 hereof and at the request of the Initial Purchasers, the Issuers shall issue and deliver to the Initial Purchasers, or to the party purchasing Initial Notes registered under the Shelf Registration Statement from the Initial Purchasers, in exchange for such Initial Notes, a like principal amount of Exchange Notes. The Issuers shall use their reasonable best efforts to cause the CUSIP Service Bureau to issue the same CUSIP number for such Exchange Notes as for Exchange Notes issued pursuant to the Exchange Offer.

     (g) The Issuers and the Guarantors shall use their reasonable best efforts to complete the Exchange Offer as provided above and shall comply with the applicable requirements of the Securities Act, the Exchange Act and other applicable laws and regulations in connection with the Exchange Offer. The Exchange Offer shall not be subject to any conditions, other than that (i) the Exchange Offer does not violate applicable law or any applicable interpretation of the staff of the Commission, (ii) no action or proceeding shall have been instituted or threatened in any court or by any governmental agency which might materially impair the ability of the Issuers and the Guarantors to proceed with the Exchange Offer, and no material adverse development shall have occurred in any existing action or proceeding with respect to the Issuers and the Guarantors and (iii) all governmental approvals shall have been obtained, which approvals the Issuers deem necessary for the consummation of the Exchange Offer. The Issuers shall inform the Initial Purchasers, upon their request, of the names and addresses of the Holders to whom the Exchange Offer is made, and the Initial Purchasers shall have the right, subject to applicable law, to contact such Holders and otherwise facilitate the tender of Initial Notes in the Exchange Offer.

     (h) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of any of the Issuers, prior to the consummation thereof, a written representation to the Issuers (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an affiliate of any of the Issuers, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any person to participate in, a distribution of the Exchange Notes to be issued in the Exchange Offer and (C) it is acquiring the Exchange Notes in its ordinary course of business. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Issuers and the Guarantors’ preparations for the Exchange Offer. Each Holder hereby acknowledges and agrees that any broker-dealer and any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission enunciated in Morgan Stanley and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters, and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a

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secondary resale transaction and that such a secondary resale transaction should be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K if the resales are of Exchange Notes obtained by such Holder in exchange for Initial Notes acquired by such Holder directly from the Issuers.

     3. Shelf Registration. If (i) because of any change in law or applicable interpretations thereof by the Commission’s staff, the Issuers and the Guarantors determine upon advice of their outside counsel that they are not permitted to effect the Exchange Offer as contemplated by Section 2 hereof, or (ii) with respect to any Holder of Transfer Restricted Securities that notifies the Issuers within 30 days after such Holder becomes aware of the following restrictions (A) such Holder is prohibited by applicable law or Commission policy from participating in the Exchange Offer, or (B) such Holder may not resell the Exchange Notes acquired by it in the Exchange Offer to the public without delivering a prospectus and that the Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder, or (C) such Holder is a Participating Dealer and holds Initial Notes acquired directly from the Issuers or one of their Affiliates (it being understood that, for purposes of this Section 3, (x) the requirement that the Initial Purchasers deliver a Prospectus containing the information required by Items 507 and/or 508 of Regulation S-K under the Securities Act in connection with sales of Exchange Notes acquired in exchange for such Initial Notes shall result in such Exchange Notes being not “freely tradeable” and (y) the requirement that a Participating Dealer deliver a Prospectus in connection with sales of Exchange Notes acquired in the Exchange Offer in exchange for Initial Notes acquired as a result of market-making activities or other trading activities shall not result in such Exchange Notes being not “freely tradeable”), the following provisions shall apply:

     (a) The Issuers and the Guarantors shall use their reasonable best efforts to, as promptly as practicable, file with the Commission a Shelf Registration Statement relating to the offer and sale of the Initial Notes and Guarantees or the Exchange Notes and Exchange Guarantees, as applicable, by the Holders from time to time in accordance with the methods of distribution elected by such Holders and set forth in such Shelf Registration Statement and Rule 415 under the Securities Act, provided that, with respect to Exchange Notes and Exchange Guarantees received by the Initial Purchasers in exchange for Initial Notes and the Guarantees constituting any portion of an unsold allotment, the Issuers and the Guarantors may, if permitted by current interpretations by the Commission’s staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Regulation S-K Items 507 and/or 508, as applicable, in satisfaction of their obligations under this paragraph (a) with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration Statement.

     (b) The Issuers and the Guarantors shall use their reasonable best efforts to cause the Shelf Registration Statement to be declared effective under the Securities Act on or prior to the 180th calendar day after the obligation to file a

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Shelf Registration Statement under this Section 3 arises and to keep such Shelf Registration Statement continuously effective in order to permit the Prospectus contained therein to be usable by Holders until the earliest of (i) two years after the original issue date of the Notes covered thereby; provided that this clause (i) shall not be considered in determining the time until which the Shelf Registration Statement remains effective for any Holder that is an Affiliate of the Investors (as defined in the Indentures), (ii) such time as all of the Notes have been sold thereunder or (iii) the date upon which all Notes covered by such Shelf Registration Statement become eligible for resale, without regard to volume, manner of sale or other restrictions contained in Rule 144(k) (in any such case, such period being called the “Shelf Registration Period”). The Issuers and the Guarantors shall be deemed not to have used their reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if the Issuers or the Guarantors voluntarily take any action that would result in Holders of Notes covered thereby not being able to offer and sell such Notes during that period, unless (i) such action is required by applicable law, (ii) the Issuers and the Guarantors comply with this Agreement or (iii) such action is taken by the Issuers or the Guarantors in good faith and for valid business reasons (not including avoidance of the Issuers’ or the Guarantors’ obligations hereunder), including the acquisition or divestiture of assets, so long as the Issuers promptly thereafter comply with the requirements of Section 4(m) hereof, if applicable.

     4. Registration Procedures. In connection with any Shelf Registration Statement and, to the extent applicable, any Exchange Offer Registration Statement, the following provisions shall apply:

     (a) The Issuers shall, within a reasonable time prior to the filing of any Registration Statement, any Prospectus, any amendment to a Registration Statement or amendment or supplement to a Prospectus or any document which is to be incorporated by reference into a Registration Statement or a Prospectus after initial filing of a Registration Statement, provide copies of such document to the Initial Purchasers and their counsel (and, in the case of a Shelf Registration Statement, the Holders and their counsel, upon their request) and make such representatives of the Issuers as shall be reasonably requested by the Initial Purchasers or their counsel (and, in the case of a Shelf Registration Statement, the Majority Holders or their counsel) available for discussion of such document, and shall not at any time file or make any amendment to the Registration Statement, any Prospectus or any amendment of or supplement to a Registration Statement or a Prospectus or any document which is to be incorporated by reference into a Registration Statement or a Prospectus, of which the Initial Purchasers and their counsel (and, in the case of a Shelf Registration Statement, the Holders and their counsel) shall not have previously been advised and furnished a copy or to which the Initial Purchasers or their counsel (and, in the case of a Shelf Registration Statement, the Holders or their counsel) shall object, except for any amendment or supplement or document (a copy of which has been previously furnished to the Initial Purchasers and their counsel (and, in the case of a Shelf Registration Statement, the Majority Holders and their counsel, upon their request)) which

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counsel to the Issuers shall advise the Issuers, in the form of a written opinion, is required in order to comply with applicable law; the Initial Purchasers agree that, if it receives timely notice and drafts under this clause (a), it will not take actions or make objections pursuant to this clause (a) such that the Issuers are unable to comply with its obligations under Section 2.

     (b) The Issuers shall use their reasonable best efforts to ensure that:

     (i) any Registration Statement and any amendment thereto and any Prospectus contained therein and any amendment or supplement thereto complies in all material respects with the Securities Act and the rules and regulations thereunder;

     (ii) any Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and

     (iii) any Prospectus forming part of any Registration Statement, including any amendment or supplement to such Prospectus, does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

     (c) (1) The Issuers shall advise the Initial Purchasers and, in the case of a Shelf Registration Statement, the Holders of Initial Notes covered thereby, and, if requested by the Initial Purchasers or any such Holder, confirm such advice in writing:

     (i) when a Registration Statement and any amendment thereto has been filed with the Commission and when the Registration Statement or any post-effective amendment thereto has become effective; and

     (ii) of any request by the Commission for amendments or supplements to the Registration Statement or the Prospectus included therein or for additional information.

     (2) During the Shelf Registration Period or the Exchange Offer Registration Period, as applicable, the Issuers shall advise the Initial Purchasers and, in the case of a Shelf Registration Statement, the Holders of Initial Notes or Exchange Notes covered thereby, and, in the case of an Exchange Offer Registration Statement, any Participating Dealer that has provided in writing to the Issuers a telephone or facsimile number and address for notices, and, if requested by the Initial Purchasers or any such Holder or Participating Dealer, confirm such advice in writing:

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     (i) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose;

     (ii) of the receipt by any of the Issuers of any notification with respect to the suspension of the qualification of the Initial Notes or Exchange Notes included therein for sale in any jurisdiction or the initiation of any proceeding for such purpose; and

     (iii) of the happening of any event that requires the making of any changes in the Registration Statement or the Prospectus so that, as of such date, the Registration Statement or the Prospectus does not include an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein (in the case of the Prospectus, in light of the circumstances under which they were made) not misleading (which advice shall be accompanied by an instruction to suspend the use of the Prospectus until the requisite changes have been made).

     (d) The Issuers shall and the Guarantors use their reasonable best efforts to obtain the withdrawal of any order suspending the effectiveness of any Registration Statement at the earliest possible time.

     (e) The Issuers shall furnish to each Holder of Notes covered by any Shelf Registration Statement that so requests, without charge, at least one copy of such Shelf Registration Statement and any post-effective amendment thereto, including financial statements and schedules, and, if the Holder so requests in writing, all exhibits thereto.

     (f) The Issuers shall, during the Shelf Registration Period, deliver to each Holder of Notes covered by any Shelf Registration Statement, without charge, as many copies of the Prospectus (including each preliminary Prospectus) included in such Shelf Registration Statement and any amendment or supplement thereto as such Holder may reasonably request; and the Issuers consent to the use of the Prospectus or any amendment or supplement thereto by each of the selling Holders of Notes in connection with the offering and sale of the Notes covered by the Prospectus or any amendment or supplement thereto.

     (g) The Issuers shall furnish to each Participating Dealer that so requests, without charge, at least one copy of the Exchange Offer Registration Statement and any post-effective amendment thereto, including financial statements and schedules, any documents incorporated by reference therein and, if the Participating Dealer so requests in writing, all exhibits thereto.

     (h) The Issuers shall, during the Exchange Offer Registration Period, promptly deliver to each Participating Dealer, without charge, as many copies of the Prospectus included in such Exchange Offer Registration Statement and any amendment or supplement thereto as such Participating Dealer may reasonably

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request for delivery by such Participating Dealer in connection with a sale of Exchange Notes received by it pursuant to the Exchange Offer; and the Issuers consent to the use of the Prospectus or any amendment or supplement thereto by any such Participating Dealer, as provided in Section 2(e) above.

     (i) Each Holder of Notes and each Exchange Dealer agrees by its acquisition of such Notes to be sold by such Exchange Dealer, as the case may be, that, upon actual receipt of any notice from the Issuers of the happening of any event of the kind described in paragraph (c)(2)(i), (c)(2)(ii), or (c)(2)(iii) of this Section 4, such Holder will forthwith discontinue disposition of such Notes covered by such Registration Statement or Prospectus or Exchange Notes to be sold by such Holder or Exchange Dealer, as the case may be, until such Holder’s or Exchange Dealer’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section 4(m) hereof, or until it is advised in writing by the Issuers that the use of the applicable Prospectus may be resumed, and has received copies of any amendments or supplements thereto. In the event that the Issuers shall give any such notice, the Exchange Offer Registration Period shall be extended by the number of days during such periods from and including the date of the giving of such notice to and including the date when each seller of the Exchange Notes covered by such Registration Statement or Exchange Notes to be sold by such Exchange Dealer, as the case may be, shall have received (x) the copies of the supplemented or amended Prospectus contemplated by Section 4(m) hereof or (y) the advice in writing.

     (j) Prior to the Exchange Offer or any other offering of Initial Notes or Exchange Notes pursuant to any Registration Statement, the Issuers and the Guarantors shall register or qualify or cooperate with the Holders of Notes included therein and their respective counsel in connection with the registration or qualification of such Notes for offer and sale under the securities or blue sky laws of such states as any such Holders reasonably request in writing and do any and all other acts or things necessary or advisable to enable the offer and sale in such states of the Notes covered by such Registration Statement; provided, however, that none of the Issuers and the Guarantors will be required to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which they are not then so qualified, to file any general consent to service of process or to take any action that would subject any of them to general service of process in any such jurisdiction where they are not then so subject or to subject themselves to taxation in respect of doing business in any jurisdiction in which they are not otherwise so subject.

     (k) The Issuers shall issue, upon the request of any Holder of Initial Notes covered by the Shelf Registration Statement, Exchange Notes, having an aggregate principal amount equal to the aggregate principal amount of Initial Notes surrendered to the Issuers by such Holder in exchange therefor or being sold by such Holder; such Exchange Notes to be registered in the name of such Holder or in the name of the purchaser(s) of such Exchange Notes, as the case

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may be; in return, the Initial Notes held by such Holder shall be surrendered to the Issuers for cancellation.

     (l) The Issuers shall cooperate with the Holders to facilitate the timely preparation and delivery of certificates representing Initial Notes or Exchange Notes to be sold pursuant to any Registration Statement free of any restrictive legends and in minimum denominations of $2,000 or an integral multiple of $1,000 in excess thereof and registered in such names as Holders may request prior to sales of Initial Notes or Exchange Notes pursuant to such Registration Statement.

     (m) Upon the occurrence of any event contemplated by paragraph (c)(2)(iii) of this Section 4, the Issuers and the Guarantors shall promptly prepare and file a post-effective amendment to any Registration Statement or an amendment or supplement to the related Prospectus or any other required document so that, as thereafter delivered to purchasers of the Notes included therein, the Prospectus will not include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading and, in the case of a Shelf Registration Statement, notify the Holders to suspend use of the Prospectus as promptly as practicable after the occurrence of such an event. Notwithstanding the foregoing, the Issuers and the Guarantors shall not be required to amend or supplement a Shelf Registration Statement, any related Prospectus or any document incorporated therein by reference, for a reasonable period of time, but not in excess of 60 consecutive days or more than three times during any calendar year, if the respective Boards of Directors of the Issuers determine reasonably and in good faith that the filing of any such Shelf Registration Statement or the continuing effectiveness thereof would require the disclosure of non-public material information that, in the reasonable judgment of the respective Boards of Directors of the Issuers, would be detrimental to the Issuers if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or such action is required by applicable law.

     (n) Not later than the effective date of any such Registration Statement hereunder, the Issuers shall provide a CUSIP number for the Initial Notes or Exchange Notes, as the case may be, registered under such Registration Statement, and provide the Trustee with certificates for such Initial Notes or Exchange Notes, in a form eligible for deposit with The Depository Trust Company.

     (o) The Issuers and the Guarantors shall use their reasonable best efforts to comply with all applicable rules and regulations of the Commission and shall make generally available to their security holders with regard to any applicable Registration Statement, a consolidated earning statement satisfying the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar rule promulgated under the Securities Act) no later than 45 days after the

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end of any fiscal quarter (or 90 days after the end of any 12-month period if such period is a fiscal year) (i) commencing at the end of any fiscal quarter in which registrable securities are sold to underwriters in a firm commitment or best efforts underwritten offering and (ii) if not sold to underwriters in such an offering, commencing on the first day of the first fiscal quarter of the Company, after the effective date of a Registration Statement, which statements shall cover said 12-month periods; provided that this requirement shall be deemed satisfied by the Issuer complying with Section 4.03 of the Senior Notes Indenture or Section 4.03 of the Senior Subordinated Notes Indenture.

     (p) The Issuers and the Guarantors shall use their reasonable best efforts to cause the Indentures to be qualified under the Trust Indenture Act not later than the effective date of the first Registration Statement required by this Agreement, and, in connection therewith, cooperate with the Trustee and the Holders of Notes to effect such changes to the Indentures as may be required for the Indentures to be so qualified in accordance with the terms of the Trust Indenture Act; and to execute and use their reasonable best efforts to cause the Trustee to execute, all documents that may be required to effect such changes and all other forms and documents required to be filed with the Commission to enable the Indentures to be so qualified in a timely manner.

     (q) The Issuers may require each Holder of Initial Notes to be sold pursuant to any Shelf Registration Statement to furnish to the Issuers such information regarding the Holder and the distribution of such Initial Notes as the Issuers may from time to time reasonably require for inclusion in such Registration Statement.

     (r) The Issuers shall, if requested, promptly incorporate in a Prospectus supplement or post-effective amendment to a Shelf Registration Statement, such information as the Managing Underwriters, if any, and Majority Holders reasonably agree should be included therein, and shall use their reasonable best efforts to make all required filings of such Prospectus supplement or post-effective amendment promptly upon notification of the matters to be incorporated in such Prospectus supplement or post-effective amendment.

     (s) In the case of any Shelf Registration Statement, the Issuers and the Guarantors shall use their reasonable best efforts to enter into such agreements (including underwriting agreements) and take all other appropriate actions in order to expedite or to facilitate the registration or the disposition of any Initial Notes included therein, and in connection therewith, if an underwriting agreement is entered into, cause the same to contain indemnification provisions and procedures no less favorable than those set forth in Section 6 (or such other provisions and procedures acceptable to the Majority Holders and the Managing Underwriters, if any) with respect to all parties to be indemnified pursuant to Section 6.

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     (t) In the case of any Shelf Registration Statement, the Issuers shall use their reasonable best efforts to:

     (i) make reasonably available for inspection by the Holders of Notes to be registered thereunder, any underwriter participating in any disposition pursuant to such Shelf Registration Statement, and any attorney, accountant or other agent retained by the Holders or any such underwriter all relevant financial and other records, pertinent corporate documents and properties of the Issuers and any of their subsidiaries;

     (ii) cause the Issuers’ officers, directors and employees to supply all relevant information reasonably requested by the Holders or any such underwriter, attorney, accountant or agent in connection with any such Registration Statement as is customary for similar due diligence examinations and make such representatives of the Issuers as shall be reasonably requested by the Initial Purchasers or Managing Underwriters, if any, available for discussion of any such Registration Statement; provided, however, that any non-public information that is designated in writing by the Issuers, in good faith, as confidential at the time of delivery of such information shall be kept confidential by the Holders or any such underwriter, attorney, accountant or agent, unless such disclosure is made in connection with a court proceeding or required by law, or such information becomes available to the public generally or through a third party without an accompanying obligation of confidentiality other than as a result of a disclosure of such information by any such Holder, underwriter, attorney, accountant or agent;

     (iii) make such representations and warranties to the Holders of Notes registered thereunder and the underwriters, if any, in form, substance and scope as are customarily made by issuers to underwriters in similar underwritten offerings as may be reasonably requested by them;

     (iv) obtain opinions of counsel to the Issuers and updates thereof (which counsel and opinions (in form, scope and substance) shall be reasonably satisfactory to the Managing Underwriters, if any) addressed to each selling Holder and the underwriters, if any, covering such matters as are customarily covered in opinions requested in similar underwritten offerings and such other matters as may be reasonably requested by such Holders and underwriters;

     (v) obtain “cold comfort” letters and updates thereof from the independent certified public accountants of the Company (and, if necessary, any other independent certified public accountants of any subsidiary of the Company or of any business acquired by the Company for which financial statements and financial data are, or are required to be, included in the Registration Statement), addressed to the underwriters, if any, and use reasonable efforts to have such letter addressed to the selling

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Holders of Notes registered thereunder (to the extent consistent with Statement on Auditing Standards No. 72 of the American Institute of Certified Public Accountants (AICPA) (“SAS 72”)), in customary form and covering matters of the type customarily covered in “cold comfort” letters in connection with similar underwritten offerings, or if the provision of such “cold comfort” letters is not permitted by SAS 72 or if requested by the Initial Purchasers or their counsel in lieu of a “cold comfort” letter, an agreed-upon procedures letter under Statement on Auditing Standards No. 75 of the AICPA, covering matters requested by the Initial Purchasers or their counsel; and

     (vi) deliver such documents and certificates as may be reasonably requested by the Majority Holders and the Managing Underwriters, if any, and customarily delivered in similar offerings, including those to evidence compliance with Section 4(m) and with any conditions contained in the underwriting agreement or other agreement entered into by the Issuers.

     The foregoing actions set forth in clauses (iii), (iv), (v) and (vi) of this Section 4(t) shall be performed at (A) the effectiveness of such Shelf Registration Statement and each post-effective amendment thereto and (B) each closing under any underwriting or similar agreement as and to the extent required thereunder.

     (u) The Issuers and the Guarantors shall, in the case of a Shelf Registration, use their reasonable best efforts to cause all Notes to be listed on any securities exchange or any automated quotation system on which similar securities issued by the Issuers are then listed if requested by the Majority Holders, to the extent such Notes satisfy applicable listing requirements.

     5. Registration Expenses; Remedies.

     (a) The Issuers and the Guarantors shall bear all expenses incurred in connection with the performance of their obligations under Sections 2, 3 and 4 hereof, including without limitation: (i) all Commission, stock exchange or National Association of Securities Dealers, Inc. registration and filing fees, (ii) all fees and expenses incurred in connection with compliance with state securities or blue sky laws (including reasonable fees and disbursements of counsel for any underwriters or Holders in connection with blue sky qualification of any of the Exchange Notes and Exchange Guarantees or Initial Notes and Guarantees), (iii) all expenses of any persons in preparing or assisting in preparing, word processing, printing and distributing any Registration Statement, any Prospectus, any amendments or supplements thereto, any underwriting agreements, securities sales agreements and other documents relating to the performance of and compliance with this Agreement, (iv) the fees and disbursements of the Trustee and its counsel, (v) the fees and disbursements of any exchange agent engaged in connection with the Exchange Offer and its counsel, (vi) the fees and disbursements of counsel for the Issuers and, in the case of a Shelf Registration

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Statement, the fees and disbursements of one counsel for the Holders (which counsel shall be selected by the Majority Holders and which counsel may also be counsel for the Initial Purchasers) and in the case of any Exchange Offer Registration Statement, the fees and expenses of one counsel to the Initial Purchasers acting in connection therewith and (vii) the fees and disbursements of the independent public accountants of the Company, including the expenses of any special audits or “cold comfort” letters required by or incident to such performance and compliance, but excluding fees and expenses of counsel to the underwriters (other than fees and expenses set forth in clause (ii) above) or the Holders and underwriting discounts and commissions and transfer taxes, if any, relating to the sale or disposition of Notes by a Holder.

     (b) In the event that:

     (i) Either the Exchange Offer is not consummated or the Shelf Registration Statement is not declared effective by the Commission on or prior to the 360th day after the Closing Date; or

     (ii) the Shelf Registration Statement or the Exchange Offer Registration Statement is declared effective but thereafter ceases to be effective or usable in connection with the resales of Transfer Restricted Securities during the periods specified in this Registration Rights Agreement (each such event referred to in clauses (i) and (ii), a “Registration Default”),

then the Issuers will pay additional interest (“Additional Interest”) to each holder of Notes, with respect to the first 90-day period immediately following the occurrence of the first Registration Default at a rate of 0.25% per annum. The amount of the Additional Interest will increase by an additional 0.25% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, provided that the rate at which such Additional Interest accrues may in no event exceed 1.0% per annum.

     (c) The Issuers shall pay all accrued Additional Interest on each Damages Payment Date to the Global Note Holder by wire transfer of immediately available funds and to holders of Certificate Notes by wire transfer to the accounts specified by them or by mailing checks to their registered addresses if no such accounts have been specified.

     (d) The Issuers shall notify the Trustee of any amount of Additional Interest to be paid to the Global Note Holder on each Damages Payment Date and the method by which the amount of Additional Interest was calculated.

     (e) Following the cure of all Registration Defaults, the accrual of Additional Interest will cease.

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     (f) Without limiting the remedies available to the Initial Purchasers and the Holders, the Issuers and the Guarantors acknowledge that any failure by the Issuers and the Guarantors to comply with its obligations under Sections 2 and 3 hereof may result in material irreparable injury to the Initial Purchasers or the Holders for which there is no adequate remedy at law, that it will not be possible to measure damages for such injuries precisely and that, in the event of any such failure, the Initial Purchasers or any Holder may obtain such relief as may be required to specifically enforce the Issuers’ and the Guarantors’ obligations under Sections 2 and 3 hereof.

     6. Indemnification and Contribution.

     (a) In connection with any Registration Statement, the Issuers and the Guarantors agree to indemnify and hold harmless each Holder of Notes covered thereby (including the Initial Purchasers and, with respect to any Prospectus delivery as contemplated by Sections 2(e) and 4(g) hereof, each Participating Dealer) the directors, officers, employees and Affiliates of such Holder and each person who controls such Holder within the meaning of either the Securities Act or the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Securities Act, the Exchange Act or other U.S. federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in such Registration Statement as originally filed or in any amendment thereof, or in any preliminary Prospectus or Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of the Prospectus, in light of the circumstances under which they were made) not misleading, and agrees to reimburse each such indemnified party, as incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage or liability (or action in respect thereof); provided, however, that the Issuers and the Guarantors will not be liable in any case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Issuers by or on behalf of any such indemnified party specifically for inclusion therein; provided further, however, that the Issuers and the Guarantors will not be liable in any case with respect to any untrue statement or omission or alleged untrue statement or omission made in any preliminary Prospectus or Prospectus, or in any amendment thereof or supplement thereto to the extent that any such loss, claim, damage or liability (or action in respect thereof) resulted from the fact that any indemnified party sold Notes to a person to whom there was not sent or given, at or prior to the written confirmation of such sale, a copy of the Prospectus as then amended or supplemented, if the Issuers had previously complied with the provisions of Section 4(c)(2) and 4(f) or 4(h) hereof and if the

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untrue statement contained in or omission from such preliminary Prospectus or Prospectus was corrected in the Prospectus as then amended or supplemented. This indemnity agreement will be in addition to any liability that the Issuers and the Guarantors may otherwise have. The Issuers and the Guarantors shall not be liable under this Section 6 to any indemnified party regarding any settlement or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent is consented to by the Issuers, which consent shall not be unreasonably withheld.

     The Issuers and the Guarantors also agree to indemnify or contribute to Losses of, as provided in Section 6(d) hereof, any underwriters of Notes registered under a Shelf Registration Statement, their employees, officers, directors and Affiliates and each person who controls such underwriters on the same basis as that of the indemnification of the Initial Purchasers and the selling Holders provided in this Section 6(a) and shall, if requested by any Holder, enter into an underwriting agreement reflecting such agreement, as provided in Section 4(s) hereof.

     (b) Each Holder of Notes covered by a Registration Statement (including the Initial Purchasers and, with respect to any Prospectus delivery as contemplated by Sections 2(e) and 4(h) hereof, each Participating Dealer) severally agrees to indemnify and hold harmless (i) the Issuers and the Guarantors, (ii) each of the directors of the Issuers and the Guarantors, (iii) each of the officers of the Issuers who signs such Registration Statement and (iv) each Person who controls any of the Issuers within the meaning of either the Securities Act or the Exchange Act to the same extent as the foregoing indemnity from the Issuers and the Guarantors to each such Holder, but only with respect to written information furnished to the Issuers by or on behalf of such Holder (including the Initial Purchasers and any Participating Dealer) specifically for inclusion in the documents referred to in the foregoing indemnity. This indemnity agreement will be in addition to any liability that any such Holder (including the Initial Purchasers and any Participating Dealer) may otherwise have.

     (c) Promptly after receipt by an indemnified party under this Section 6 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 6, notify the indemnifying party in writing of the commencement thereof; but the failure so to notify the indemnifying party (i) will not relieve the indemnifying party from liability under paragraph (a) or (b) above unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of substantial rights and defenses, and (ii) will not, in any event, relieve the indemnifying party from any obligations to any indemnified party other than the indemnification obligation provided in paragraph (a) or (b) above. The indemnifying party shall be entitled to appoint

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counsel (including local counsel) of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the indemnified party or parties except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to the indemnified party. Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel (and local counsel) if (i) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest, (ii) the actual or potential defendants in, or targets of, any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties that are different from or additional to those available to the indemnifying party, (iii) the indemnifying party shall not have employed counsel satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of the institution of such action or (iv) the indemnifying party shall authorize in writing the indemnified party to employ separate counsel at the expense of the indemnifying party. It is understood that the indemnifying party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel) for all such indemnified parties and that all such fees and expenses shall be reimbursed as they are incurred. An indemnifying party will not, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent includes an unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceeding.

     (d) In the event that the indemnity provided in paragraph (a) or (b) of this Section 6 is unavailable to or insufficient to hold harmless an indemnified party for any reason (other than by virtue of the failure of an indemnified party to notify the indemnifying party of its right to indemnification pursuant to subsection (a) or (b) of this Section 6, where such failure materially prejudices the indemnifying party (through the forfeiture of substantial rights and defenses)), then each applicable indemnifying party, in lieu of indemnifying such indemnified party, shall have a joint and several obligation to contribute to the aggregate losses, claims, damages and liabilities (including legal or other expenses reasonably incurred in connection with investigating or defending the same) (collectively “Losses”) to which such indemnified party may be subject in such proportion as is appropriate to reflect the relative benefits received by such indemnifying party, on the one hand, and such indemnified party, on the other

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hand, from the Initial Placement and the Registration Statement that resulted in such Losses; provided, however, that in no case shall the Initial Purchasers or any subsequent Holder of any Note be responsible, in the aggregate, for any amount in excess of the purchase discount or commission applicable to such Note, or in the case of an Exchange Note, applicable to the Initial Note that was exchangeable into such Exchange Note, as set forth on the cover page of the Offering Memorandum, nor shall any underwriter be responsible for any amount in excess of the underwriting discount or commission applicable to the Notes purchased by such underwriter under the Registration Statement that resulted in such Losses. If the allocation provided by the immediately preceding sentence is unavailable for any reason, the indemnifying party and the indemnified party shall contribute in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of such indemnifying party, on the one hand, and such indemnified party, on the other hand, in connection with the statements or omissions that resulted in such Losses as well as any other relevant equitable considerations. Benefits received by the Issuers shall be deemed to be equal to the total net proceeds from the Initial Placement (before deducting expenses) as set forth on the cover page of the Offering Memorandum. Benefits received by the Initial Purchasers shall be deemed to be equal to the total purchase discounts and commissions as set forth on the cover page of the Offering Memorandum, and benefits received by any other Holders shall be deemed to be equal to the value of receiving Notes registered under the Securities Act. Benefits received by any underwriter shall be deemed to be equal to the total underwriting discounts and commissions, as set forth on the cover page of the Prospectus forming a part of the Registration Statement that resulted in such Losses. Relative fault shall be determined by reference to whether any alleged untrue statement or omission relates to information provided by the indemnifying party, on the one hand, or by the indemnified party, on the other hand. The parties agree that it would not be just and equitable if contribution were determined by pro rata allocation or any other method of allocation that did not take account of the equitable considerations referred to above. Notwithstanding the provisions of this paragraph (d), no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this Section 6, each person who controls a Holder within the meaning of either the Securities Act or the Exchange Act and each director, officer, employee and Affiliate of such Holder shall have the same rights to contribution as such Holder, and each person who controls the Issuers within the meaning of either the Securities Act or the Exchange Act, each officer of each Issuer who shall have signed the Registration Statement and each director of each Issuer shall have the same rights to contribution as the Issuers, subject in each case to the applicable terms and conditions of this paragraph (d).

     (e) The provisions of this Section 6 will remain in full force and effect, regardless of any investigation made by or on behalf of any Holder or the Issuers or any of the officers, directors or controlling persons referred to in

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Section 6 hereof, and will survive the sale by a Holder of Notes covered by a Registration Statement.

     7. Limitations of Obligations

     (a) Except as otherwise provided for in subsections (c), (d), (e) and (g) below, the Initial Purchasers agree not to enforce any obligation of Avago Technologies GmbH (the “German Guarantor”) under this Agreement (for the purposes of this Section 7, collectively, the “Claims”) against the German Guarantor if and to the extent that such enforcement would otherwise result in the German Guarantor’s net assets (Eigenkapital within the meaning of Section 266 paragraph 3 A of the German Commercial Code (Handelsgesetzbuch)) falling below the amount of its stated share capital (Stammkapital) or increase any existing capital impairment (Begründung oder Vertiefung einer Unterbilanz) in the meaning of Sections 30 and 31 of the German Act on Limited Liability Companies (GmbHG). In calculation of the net assets and the stated share capital any indebtedness and other contractual liabilities incurred by the German Guarantor in violation of the Indentures or any increases of the stated share capital of the German Guarantor in violation of the Indentures shall be disregarded. Any recourse claim of the German Guarantor against its affiliated companies shall not be regarded as an asset in determining the German Guarantor’s net assets, if and to the extent that the German Guarantor provides evidence, to the reasonable satisfaction of the Trustee under the Indentures, that such recourse claim is of no value (nicht werthaltig).

     (b) If and to the extent legally permissible and commercially justifiable in respect of the German Guarantor’s business, the German Guarantor shall, following the receipt of an Enforcement Notice (as defined below), if and to the extent:

     (i) it does not have sufficient assets to allow an enforcement of any collateral in accordance with Section 7(a) above; and

     (ii) the Initial Purchasers would (but for this paragraph) be entitled to enforce the Claims granted hereunder,

realize any and all of its assets that are shown in the balance sheet with a book value (Buchwert) which is substantially lower than the market value of such assets, and which are not essentially necessary for the German Guarantor’s business (betriebsnotwendig).

     (c) The limitations set out in Section 7(a) shall only apply if and to the extent that the German Guarantor evidences by providing the Initial Purchasers:

     (i) within ten (10) Business Days following a notice by the Initial Purchasers to the Company of their intention to enforce the Claims (for purposes of this Section 7, the “Enforcement Notice”), with a written confirmation by the managing director(s) on behalf of the German

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Guarantor specifying if and to what extent Claims granted hereunder cannot be enforced as it would cause the net assets of the German Guarantor to fall below the amount of its stated share capital (supported by evidence further specified in the last paragraph of this paragraph (c)) (for purposes of this Section 7, the “Management Determination”) and the Initial Purchasers have not contested this Management Determination and argued that no or a lesser amount would be necessary to maintain the German Guarantor’s stated share capital; or

     (ii) within thirty (30) Business Days after the date on which the Initial Purchasers have contested the Management Determination, with a written confirmation (Bescheinigung aufgrund prüferischer Durchsicht) by the German Guarantor’s statutory auditor (Abschlussprüfer) (for purposes of this Section 7, the “Auditor’s Determination”) with respect to the financial statements provided to the Initial Purchasers pursuant to the next paragraph.

The Management Determination shall be supported by (i) a list of indebtedness drawn by or passed on to, the German Guarantor pursuant to Section 7(g) below, and (ii) evidence reasonably satisfactory to the Initial Purchasers showing the amount of the net assets and the stated share capital of the German Guarantor.

     (d) If the Initial Purchasers disagree with the Auditor’s Determination, the Initial Purchasers shall be entitled to enforce the Claims up to the amount which is undisputed between the Initial Purchasers and the German Guarantor in accordance with the provisions of Section 7(a) above. In relation to the amount which is disputed, the Initial Purchasers shall be entitled to further pursue their claims (if any) and the German Guarantor shall be entitled to defend itself in court and to prove that this amount is necessary for maintaining its stated share capital (calculated as of the date that the Enforcement Notice was given). If, after the Initial Purchasers has been provided with an Auditor’s Determination which prevented the Initial Purchasers from the enforcement of the German Guarantor’s obligations, the Initial Purchasers ascertains in good faith that the financial condition of the German Guarantor has substantially improved (in particular if the German Guarantor has taken any action in accordance with Section 7(b) above), the Initial Purchasers may, at the German Guarantor’s cost and expense, arrange for the preparation of an updated balance sheet of the German Guarantor by the auditors having prepared the Auditor’s Determination in order for such auditors to determine whether (and if so, to what extent) an enforcement would not lead to the German Guarantor’s net assets falling below the amount of its stated share capital.

     (e) If any enforcement action was taken without limitation because the Management Determination and/or the Auditor’s Determination (as the case may be) was not delivered within the relevant time frame, the Initial Purchasers shall repay to the German Guarantor any amount which is necessary to maintain its

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stated share capital, calculated as of the date that the Enforcement Notice was given.

     (f) In addition, the Claims shall not be enforced if and to the extent that such enforcement would lead to a breach of the prohibition of insolvency causing intervention (Verbot des existenzvernichtenden Eingriffs) by depriving the German Guarantor of the liquidity necessary to fulfill its financial liabilities to its creditors.

     (g) Notwithstanding paragraphs (a) through (f) above, the Initial Purchasers shall be entitled to enforce the Claims without any limitation if and to the extent the Claims correspond to proceeds or portions of proceeds from the sale of the Notes by any Issuer or any of its affiliates to the extent the funds will be borrowed by, passed on or otherwise made available to the German Guarantor, to the extent outstanding at the level of the German Guarantor and including interest and fees accrued thereon and unpaid by the German Guarantor as of the date that the Enforcement Notice was given.

     (h) In connection with the execution and delivery by Keneth Yeh-Kang Hao and/or Adam Herbert Clammer and/or Luis Octavio Núñez Orellana and/or Rafael Gómez Vicencio, on behalf of Avago Technologies México, S. de R.L. de C.V., of the Guarantee, of this Agreement and any and all documents related hereto, including the Operative Agreements, all parties hereto hereby irrevocably waive any rights that they or any beneficiaries under this Agreement or any document related hereto, including any of the Operative Agreements, may now or in the future have against any of the above mentioned individuals as attorney-in-fact and representative of Avago Technologies México, S. de R.L. de C.V. under Article 7 of the Commercial Companies Act (Ley General de Sociedades Mercantiles) of Mexico.

     (i) Avago Technologies UK Limited shall not have any obligation or liability under this Agreement which, if is were so included in this Agreement (or any part thereof) would constitute unlawful financial assistance for the purpose of section 151 and 152 of the UK Companies Act 1985 and such obligation or liability shall be specifically excluded.

     (j) Notwithstanding any other provision of this Agreement, Avago Technologies Italy S.R.L. shall only be liable up to the amount of the lower of (i)100.0% of the principal aggregate amount of the Notes allocated to Avago Technologies Italy S.R.L. by the Issuers, and (ii) the amount of the Notes allocated to Avago Technologies Italy S.R.L. at the time of the enforcement of the Guarantee.

     8. Rule 144A

          The Issuers hereby agree with each Holder, for so long as any Transfer Restricted Securities remain outstanding, to make available to any Holder or beneficial

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owner of Transfer Restricted Securities in connection with any sale thereof and any prospective purchaser of such Transfer Restricted Securities from such Holder or beneficial owner, the information required by Rule 144A(d)(4) under the Securities Act in order to permit resales of such Transfer Restricted Securities pursuant to Rule 144A.

     9. Participation In Underwritten Registrations

         No Holder may participate in any Underwritten Registration hereunder unless such Holder (a) agrees to sell such Holder’s Transfer Restricted Securities on the basis provided in any underwriting arrangements approved by the persons entitled hereunder to approve such arrangements and (b) completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such underwriting arrangements.

     10. Selection Of Underwriters

          The Holders of Transfer Restricted Securities covered by the Shelf Registration Statement who desire to do so may sell such Transfer Restricted Securities in an Underwritten Offering. In any such Underwritten Offering, the investment banker or investment bankers and manager or managers that will administer the offering will be selected by the Holders of a majority in aggregate principal amount of the Transfer Restricted Securities included in such offering; provided, that such investment bankers and managers must be reasonably satisfactory to the Issuers.

     11. Miscellaneous.

     (a) No Inconsistent Agreement. The Issuers and the Guarantors have not, as of the date hereof, entered into, nor shall they, on or after the date hereof, enter into, any agreement that conflicts with the rights granted to the Holders herein or otherwise conflicts with the provisions hereof.

     (b) Amendments and Waivers. The provisions of this Agreement, including the provisions of this sentence, may not be amended, qualified, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given, unless the Issuers have obtained the written consent of the Holders of at least a majority of the then outstanding aggregate principal amount of Notes (or, after the consummation of any Exchange Offer in accordance with Section 2 hereof, of Exchange Notes); provided that, with respect to any matter that directly or indirectly affects the rights of the Initial Purchasers hereunder, the Issuers shall obtain the written consent of a majority of the Initial Purchasers. Notwithstanding the foregoing (except the foregoing proviso), a waiver or consent to departure from the provisions hereof with respect to a matter that relates exclusively to the rights of Holders whose Notes are being sold pursuant to a Registration Statement and that does not directly or indirectly affect the rights of other Holders may be given by the Majority Holders, determined on the basis of Notes being sold rather than registered under such Registration Statement.

26

     (c) Notices. All notices and other communications provided for or permitted hereunder shall be made in writing by hand-delivery, first-class mail, or air courier guaranteeing overnight delivery:

     (i) if to a Holder, at the most current address given by such Holder to the Issuers in accordance with the provisions of this Section 11(c), which address initially is, with respect to each Holder, the address of such Holder maintained by the Trustee, with a copy in like manner to Lehman Brothers Inc.;

     (ii) if to the Initial Purchasers, shall be delivered or sent by mail, telex or facsimile transmission to the care of Lehman Brothers Inc., 745 Seventh Avenue, New York, New York 10019, Attention: Syndicate Department (Fax: (646) 834-8133), with a copy to Weil, Gotshal & Manges LLP, 767 Fifth Avenue, New York, New York 10153, Attention: Rod Miller, Esq. (Fax: 212 310-8007) and, in the case of any notice pursuant to Section 6(d), to the Director of Litigation, Office of the General Counsel, Lehman Brothers Inc., 399 Park Avenue, 10th Floor New York, New York 10022 (Fax: (212) 520-0421); and

     (iii) if to the Issuers and the Guarantors, shall be delivered or sent by mail, telex or facsimile transmission to the Company, 350 West Trimble Road, San Jose, California 95131, Attention: Mercedes Johnson (Fax: (408) 435-6050), and to Avago Technologies International Sales Pte. Limited, 1 Yishun Avenue 7, Singapore, Attention: Bian-ee Tan; with a copy to Simpson Thacher & Bartlett LLP, 425 Lexington Avenue, New York, New York 10017, Attention: Edward P. Tolley, III, Esq. (Fax: (212) 455-2502.

     All such notices and communications shall be deemed to have been duly given when received. The Initial Purchasers, on the one hand, or the Issuers and the Guarantors, on the other, by notice to the other party or parties may designate additional or different addresses for subsequent notices or communications.

     (d) Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties, including, without the need for an express assignment or any consent by the Issuers thereto, subsequent Holders of Initial Notes and/or Exchange Notes. The Issuers and the Guarantors hereby agree to extend the benefits of this Agreement to any Holder of Initial Notes and/or Exchange Notes and any such Holder may specifically enforce the provisions of this Agreement as if an original party hereto.

     (e) Counterparts. This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same Agreement.

27

     (f) Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

     (g) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

     (h) Severability. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstances, is held invalid, illegal or unenforceable in any respect for any reason, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions hereof shall not be in any way impaired or affected thereby, it being intended that all of the rights and privileges of the parties shall be enforceable to the fullest extent permitted by law.

     (i) Initial Notes Held by the Issuers, Etc. Whenever the consent or approval of Holders of a specified percentage of the aggregate principal amount of Initial Notes or Exchange Notes is required hereunder, Initial Notes or Exchange Notes, as applicable, held by the Issuers or their Affiliates (other than subsequent Holders of Initial Notes or Exchange Notes if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Initial Notes or Exchange Notes) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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     Please confirm that the foregoing correctly sets forth the agreements under the Registration Rights Agreement between the Issuers, the Guarantors and you.

Very Truly yours,

AVAGO TECHNOLOGIES FINANCE PTE. LTD.
The Common Seal of AVAGO TECHNOLOGIES FINANCE PTE. LTD. was hereunto affixed	) ) )	[Seal]
/s/ Adam H. Clammer
Name: Adam H. Clammer
Title: Director
/s/ Kenneth Y. Hao
Name: Kenneth Y. Hao
Title: Director

[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]

AVAGO TECHNOLOGIES U.S. INC.
By:	/s/ Kenneth Y. Hao
	Name: Kenneth Y. Hao
	Title: Vice President
AVAGO TECHNOLOGIES WIRELESS (U.S.A.) MANUFACTURING INC.
By:	/s/ Kenneth Y. Hao
	Name: Kenneth Y. Hao
	Title: Vice President

[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]

AVAGO TECHNOLOGIES GENERAL IP (SINGAPORE) PTE. LTD.
The Common Seal of AVAGO TECHNOLOGIES GENERAL IP (SINGAPORE) PTE. LTD. was hereunto affixed	) ) )	[Seal]
/s/ Kenneth Y. Hao
Name: Kenneth Y. Hao
Title: Director
/s/ Adam H. Clammer
Name: Adam H. Clammer
Title: Director

[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]

AVAGO TECHNOLOGIES ECBU IP (SINGAPORE) PTE. LTD.
The Common Seal of AVAGO TECHNOLOGIES ECBU IP (SINGAPORE) PTE. LTD. was hereunto affixed	) ) )	[Seal]
/s/ Kenneth Y. Hao
Name: Kenneth Y. Hao
Title: Director
/s/ Adam H. Clammer
Name: Adam H. Clammer
Title: Director

[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]

AVAGO TECHNOLOGIES MANUFACTURING (SINGAPORE) PTE. LTD.
The Common Seal of AVAGO TECHNOLOGIES MANUFACTURING (SINGAPORE) PTE. LTD. was hereunto affixed	) ) )	[Seal]
/s/ Kenneth Y. Hao
Name: Kenneth Y. Hao
Title: Director
/s/ Adam H. Clammer
Name: Adam H. Clammer
Title: Director

[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]

AVAGO TECHNOLOGIES INTERNATIONAL SALES PTE. LIMITED
The Common Seal of AVAGO TECHNOLOGIES INTERNATIONAL SALES PTE. LIMITED was hereunto affixed	) ) )	[Seal]
/s/ Kenneth Y. Hao
Name: Kenneth Y. Hao
Title: Director
/s/ Adam H. Clammer
Name: Adam H. Clammer
Title: Director

[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]

AVAGO TECHNOLOGIES WIRELESS IP (SINGAPORE) PTE. LTD.
The Common Seal of AVAGO TECHNOLOGIES WIRELESS IP (SINGAPORE) PTE. LTD. was hereunto affixed	) ) )	[Seal]
/s/ Kenneth Y. Hao
Name: Kenneth Y. Hao
Title: Director
/s/ Adam H. Clammer
Name: Adam H. Clammer
Title: Director

[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]

AVAGO TECHNOLOGIES IMAGING IP (SINGAPORE) PTE. LTD.
The Common Seal of AVAGO TECHNOLOGIES IMAGING IP (SINGAPORE) PTE. LTD. was hereunto affixed	) ) )	[Seal]
/s/ Kenneth Y. Hao
Name: Kenneth Y. Hao
Title: Director
/s/ Adam H. Clammer
Name: Adam H. Clammer
Title: Director

[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]

AVAGO TECHNOLOGIES ENTERPRISE IP (SINGAPORE) PTE. LTD.
The Common Seal of AVAGO TECHNOLOGIES ENTERPRISE IP (SINGAPORE) PTE. LTD. was hereunto affixed	) ) )	[Seal]
/s/ Kenneth Y. Hao
Name: Kenneth Y. Hao
Title: Director
/s/ Adam H. Clammer
Name: Adam H. Clammer
Title: Director

[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]

AVAGO TECHNOLOGIES STORAGE IP (SINGAPORE) PTE. LTD.
The Common Seal of AVAGO TECHNOLOGIES STORAGE IP (SINGAPORE) PTE. LTD. was hereunto affixed	) ) )	[Seal]
/s/ Kenneth Y. Hao
Name: Kenneth Y. Hao
Title: Director
/s/ Adam H. Clammer
Name: Adam H. Clammer
Title: Director

[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]

AVAGO TECHNOLOGIES FIBER IP (SINGAPORE) PTE. LTD.
The Common Seal of AVAGO TECHNOLOGIES FIBER IP (SINGAPORE) PTE. LTD. was hereunto affixed	) ) )	[Seal]
/s/ Kenneth Y. Hao
Name: Kenneth Y. Hao
Title: Director
/s/ Adam H. Clammer
Name: Adam H. Clammer
Title: Director

[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]

AVAGO TECHNOLOGIES IMAGING (U.S.A.) INC., as U.S. Guarantor
By:	/s/ Kenneth Y. Hao
	Name: Kenneth Y. Hao
	Title: Vice President
AVAGO TECHNOLOGIES STORAGE (U.S.A.) INC., as U.S. Guarantor
By:	/s/ Kenneth Y. Hao
	Name: Kenneth Y. Hao Title: Vice President
AVAGO TECHNOLOGIES WIRELESS (U.S.A.) INC., as U.S. Guarantor
By:	/s/ Kenneth Y. Hao
	Name: Kenneth Y. Hao
	Title: Vice President
AVAGO TECHNOLOGIES U.S. R&D INC., as U.S. Guarantor
By:	/s/ Kenneth Y. Hao
	Name: Kenneth Y. Hao
	Title: Vice President

[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]

AVAGO TECHNOLOGIES (MALAYSIA) SDN BHD (Company No: 704181-P), as Malaysian Guarantor
By:	/s/ Kenneth Y. Hao
	Name: Kenneth Y. Hao
	Title: Director
AVAGO TECHNOLOGIES WIRELESS HOLDING (LABUAN) CORPORATION (Company No: LL05008), as Labuan Guarantor
By:	/s/ Kenneth Y. Hao
	Name: Kenneth Y. Hao Title: Director
AVAGO TECHNOLOGIES IMAGING HOLDING (LABUAN) CORPORATION (Company No: LL05006), as Labuan Guarantor
By:	/s/ Kenneth Y. Hao
	Name: Kenneth Y. Hao
	Title: Director

[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]

AVAGO TECHNOLOGIES FIBER HOLDING (LABUAN) CORPORATION (Company No: LL05009), as Labuan Guarantor
By:	/s/ Kenneth Y. Hao
	Name: Kenneth Y. Hao
	Title: Director
AVAGO TECHNOLOGIES STORAGE HOLDING (LABUAN) CORPORATION (Company No: LL0507), as Labuan Guarantor
By:	/s/ Kenneth Y. Hao
	Name: Kenneth Y. Hao Title: Director
AVAGO TECHNOLOGIES ENTERPRISE HOLDING (LABUAN) CORPORATION (Company No: LL05005), as Labuan Guarantor
By:	/s/ Kenneth Y. Hao
	Name: Kenneth Y. Hao
	Title: Director

[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]

AVAGO TECHNOLOGIES HOLDINGS B.V., as Dutch Guarantor
By:	/s/ Kenneth Y. Hao
	Name: Kenneth Y. Hao
	Title: Managing Director
AVAGO TECHNOLOGIES WIRELESS HOLDINGS B.V., as Dutch Guarantor
By:	/s/ Kenneth Y. Hao
	Name: Kenneth Y. Hao Title: Managing Director
AVAGO TECHNOLOGIES STORAGE HOLDINGS B.V., as Dutch Guarantor
By:	/s/ Kenneth Y. Hao
	Name: Kenneth Y. Hao
	Title: Managing Director
AVAGO TECHNOLOGIES IMAGING HOLDINGS B.V., as Dutch Guarantor
By:	/s/ Kenneth Y. Hao
	Name: Kenneth Y. Hao
	Title: Managing Director

[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]

AVAGO TECHNOLOGIES JAPAN, LTD., as Japanese Guarantor
By:	/s/ Adam H. Clammer
	Name: Adam H. Clammer
	Title: Attorney-in-fact
AVAGO TECHNOLOGIES CANADA CORPORATION, as Canadian Guarantor
By:	/s/ Adam H. Clammer
	Name: Adam H. Clammer Title: President
AVAGO TECHNOLOGIES MEXICO, S. DE R.L. DE C.V., as Mexican Guarantor
By:	/s/ Adam H. Clammer
	Name: Adam H. Clammer
	Title: Attorney-in-fact
AVAGO TECHNOLOGIES U.K. LTD., as U.K. Guarantor
By:	/s/ Adam H. Clammer
	Name: Adam H. Clammer
	Title: Director

[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]

AVAGO TECHNOLOGIES GMBH, as German Guarantor
By:	/s/ Kenneth Y. Hao
	Name: Kenneth Y. Hao
	Title: Managing Director

[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]

AVAGO TECHNOLOGIES ITALY S.R.L., as Italian Guarantor
By:	/s/ Kenneth Y. Hao
	Name: Kenneth Y. Hao
	Title: Director

[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]

The foregoing Agreement is hereby
accepted as of the date first above written.
Lehman Brothers Inc.
By:	/s/ Jean-Francois Astier
	Name:	Jean-Francois Astier
	Title:	MD
For itself and as representative
of the several Initial Purchasers named
in Schedule 1 to the Purchase Agreement.

Signature Page to Avago Registration Rights Agreement

EX-10.1 49 f23597orexv10w1.htm EXHIBIT 10.1

Exhibit 10.1

Yishun Avenue

Execution Version

Sublease Agreement

By and Between

Agilent Technologies Singapore Pte Ltd

(“Landlord”)

And

Avago Technologies Manufacturing (Singapore) Pte. Ltd.

(“Tenant”)

SUBLEASE SUMMARY

Sublease Date:	December 1, 2005
Landlord:	Agilent Technologies Singapore Pte Ltd, a Singapore company
Tenant:	Avago Technologies Manufacturing (Singapore) Pte. Ltd., a Singapore company
Contact (Landlord):	Agilent Technologies Singapore Pte Ltd
	No. 1 Yishun Avenue 7
	Singapore 768923
	Attn: Workplace Services Manager
Contact (Tenant):	Avago Technologies Manufacturing (Singapore)Pte. Ltd.,
	No. 1 Yishun Avenue 7
	Singapore 768923
	Attn: Workplace Services Manager
Premises:	Those certain premises (deemed to contain 233,719 net lettable square feet or 21,713 net lettable square meters of floor area) located on the portions of the basement, 1st storey, 2nd storey and 3rd storey of Phase 1 and Phase 2 of the Building (as defined herein) located at No. 1 Yishun Avenue 7, Singapore 768923, as more particularly described on the site map appended hereto as Exhibit A-1 (the “Site Map”) and the building plan appended hereto as Exhibit A-2 (the “Building Plan”).
Project:	That certain real estate project consisting of the Building (as defined herein), the Common Area (as defined herein) and other ancillary improvements of which the Premises are a part, as more particularly described on the Building Plan.
Sublease Term:	The period of time commencing on the Commencement Date (as defined in the Sublease Agreement) and ending at midnight on the Expiration Date (as defined in the Sublease Agreement), unless sooner terminated or later extended as provided in the Sublease Agreement.
Monthly Base Rent:	The sum of S$204,504.12 per month calculated at the rate of S$0.875 per square foot per month payable by Tenant pursuant to Section 3.1 of the Sublease Agreement.

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Permitted Use:	The manufacture of semiconductor products and components and office use relating thereto (the “Business Use”), in any case in accordance with applicable Laws and Private Restrictions; and no other use.
Tenant’s Contribution:	The sum of S$105,173.55 per month calculated at the rate of S$0.45 per square foot per month.
Air-conditioning Charges:	Charges will be calculated at the rate of S$0.0008 per square foot per hour.
Address for Notices: (Section 17.12)	To Landlord
	Agilent Technologies Singapore Pte Ltd
	No. 1 Yishun Avenue 7
	Singapore 768923
	Attn: Mr. Seah Teoh-Teh
	Facsimile: +65 6822-8407
	With a copy to
	Agilent Technologies, Inc.
	395 Page Mill Road
	Palo Alto, CA 94306
	United States of America
	Attention: General Counsel
	Facsimile: +1 650 752-5742
	To Tenant
	Avago Technologies Pte. Limited
	No. 1 Yishun Avenue 7
	Singapore 768923
	Attention: Bian-Ee Tan
	With copies to
	Avago Technologies Pte. Limited
	No. 1 Yishun Avenue 7
	Singapore 768923
	Attn: Workplace Services Manager
	Kohlberg Kravis Roberts & Co.
	9 West 57th St., Ste. 4200
	New York, NY 10019
	United States of America
	Attention: William Cornog

2

     The provisions of the Sublease Agreement identified above in parentheses are those provisions making reference to the above-described Sublease Agreement terms. Each reference in the Sublease Agreement shall incorporate the applicable Sublease Agreement terms. In the event of any conflict between this Sublease Summary and the Sublease Agreement, the Sublease Agreement shall control.

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SUBLEASE AGREEMENT

     THIS SUBLEASE AGREEMENT(this “Sublease Agreement” or “Agreement”), dated this 1st day of December, 2005, is made by and between AGILENT TECHNOLOGIES SINGAPORE PTE LTD, a company organized under the laws of Singapore and having its registered address at No. 1 Yishun Avenue 7, Singapore 768923 (“Landlord”), and AVAGO TECHNOLOGIES MANUFACTURING (SINGAPORE) PTE. LTD., a company organized under the laws of Singapore and having its registered address at 8 Cross Street, #11-00 PWC Building, Singapore 048424 (“Tenant”) (each of Landlord and Tenant being a “Party” and collectively, the “Parties”).

RECITALS

     A. Agilent Technologies, Inc., a Delaware corporation (“Agilent”), and Avago Technologies Pte. Limited. (formerly known as Argos Acquisition Pte. Ltd.), a Singapore private limited company (“Avago”), have entered into that certain Asset Purchase Agreement dated as of August 14, 2005 (as such may be amended from time to time, the “APA”), pursuant to which Agilent has agreed to sell to Avago its semiconductor products business and related operations, subject to the terms and conditions set forth in the APA and the local asset transfer agreement to be entered into between, among others, the Parties in connection therewith (the “LATA”) (collectively, the transactions contemplated thereby, the “Business Sale”).

     B. In connection with the Business Sale and pursuant to the APA, Landlord has agreed to grant to Tenant a tenancy in the Premises pursuant to the terms and conditions set forth herein.

AGREEMENT

SECTION 1
DEFINITIONS

     Any term that is given a special meaning by this Section or by any other provision of this Sublease Agreement (including the exhibits attached hereto) shall have such meaning when used in this Sublease Agreement or any addendum or amendment hereto.

     1.1 “Additional Rent” is defined in Section 3.2.

     1.2 “Agreed Interest Rate” means that interest rate determined as of the time it is to be applied that is equal to the lesser of (i) two percent (2%) plus the base lending rate of DBS Bank Ltd as published closest prior to the date when due, or (ii) the maximum interest rate permitted by law.

     1.3 “Building” means the entire building comprised of two components commonly referred to as Phase I and Phase II and located at No. 1 Yishun Avenue 7, Singapore, as more particularly described on the Site Map.

     1.4 “Building Parking Areas” shall mean those portions of the Common Areas consisting of all surface and basement parking stalls located on the Project.

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     1.5 “Building Plan” has the meaning set forth in the Sublease Summary.

     1.6 “Commencement Date” means December 1, 2005.

     1.7 “Common Area” means all areas and facilities within the Project that are not designated by Landlord for the exclusive use of Tenant or Landlord or any other tenant or other occupant of the Project, including without limitation, all entrances, hallways, bathrooms, stairways, elevators, breakrooms and lobbies within the Buildings, as well as the Building Parking Areas, loading docks, access and perimeter roads, pedestrian sidewalks, trash enclosures, and the cafeteria, as more particularly described on the Site Map.

     1.8 “Consents” has the meaning set forth in Section 11.1.4.

     1.9 “Environmental Condition” means the Release of any Hazardous Substance caused or permitted by Tenant or Tenant’s Agents in, over, on, under, through, from, or about the Premises or Project. A Release shall not, however, have been “permitted” by Tenant or Tenant’s Agents solely because Tenant or Tenant’s Agents are aware that Preexisting Hazardous Substances exist or are migrating passively in, over, on, under, through, from, or about the Premises or Project.

     1.10 “Environmental Laws” means all Laws relating to, or imposing standards regarding, the protection of clean-up of the environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata), any Hazardous Substances Activity, the preservation or protection of waterways, groundwater, drinking water, air, wildlife, plants or other natural resources, or the exposure of any individual to Hazardous Substances, including without limitation protection of the health and safety of employees.

     1.11 “Event of Default” has the meaning set forth in Section 14.1.

     1.12 “Expiration Date” means November 30, 2008, subject to automatic extension to November 30, 2010 without any further action on the part of Landlord or Tenant hereunder (other than Landlord’s obligation hereunder to obtain any required HDB consent in connection therewith), or the date upon which this Sublease Agreement is sooner terminated or later extended pursuant to its terms.

     1.13 “Hazardous Substances” means any substance or material listed, defined, or regulated by any Environmental Law, including without limitation: (i) any chemical, substance, material, medical waste or other waste, living organism, or combination thereof which is or may be hazardous to the environment or human or animal health or safety due to its radioactivity, ignitability, corrosivity, reactivity, explosivity, toxicity, carcinogenicity, mutagenicity, phytotoxicity, infectiousness or other harmful or potentially harmful properties or effects; (ii) petroleum hydrocarbons, including crude oil or any fraction thereof, radon, polychlorinated biphenyls (PCBs), methane; and (iii) anything which now or in the future may be defined, listed, or regulated as “hazardous substances,” “hazardous wastes,” “extremely hazardous wastes,” “hazardous materials,” “toxic substances,” or “pollutants” by any Environmental Law.

     1.14 “Hazardous Substances Activity” means the transportation, transfer, recycling, storage, use, disposal, arranging for disposal, treatment, manufacture, removal, remediation,

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release, exposure of others to, sale, or distribution of Hazardous Substances or any product or waste containing Hazardous Substances, or product manufactured with ozone depleting substances, including, without limitation, any required labeling, payment of waste fees or charges (including so-called e-waste fees) and compliance with any product take-back or product content requirements.

     1.15 “HDB” means the Housing and Development Board, the landlord under the Head Lease.

     1.16 “Head Lease” means, collectively, the following leases:

(i)	Lease No.I/33183P issued by HDB to Compaq Asia Pte Ltd in respect of the land and structure(s) comprised in Lot 1935X of Mukim 19, which Lease was transferred to Landlord as Transferee/Lessee vide Transfer I/36944P registered on 6 December 2000, and includes the Variation of Lease I/49501Q registered 15 January 2002.
(ii)	Lease No.I/31607P issued by HDB to Compaq Asia Pte Ltd in respect of the land and structure(s) comprised in Lot 1937C of Mukim 19, which Lease was transferred to Landlord as Transferee/Lessee vide Transfer I/36944P registered on 6 December 2000, and includes the Variation of Lease I/49499Q registered 16 January 2002.
(iii)	Lease No.I/33182P issued by HDB to Compaq Asia Pte Ltd in respect of the land and structure(s) comprised in Lot 2134N of Mukim 19, which Lease was transferred to Landlord as Transferee/Lessee vide Transfer I/36944P registered on 6 December 2000, and includes the Variation of Lease I/49500Q registered 15 January 2002.
(iv)	Lease No.I/33160P issued by HDB to Compaq Asia Pte Ltd in respect of the land and structure(s) comprised in Lot 1975P of Mukim 19, which Lease was transferred to Landlord as Transferee/Lessee vide Transfer I/36944P registered on 6 December 2000, and includes the Variation of Lease I/49502Q registered 16 January 2002.

     1.17 “HVAC” has the meaning set forth in Section 4.1.

     1.18 “Improvements” means all improvements, additions, alterations and fixtures installed in the Premises after the Commencement Date by Tenant or at Tenant’s request and expense that are not Trade Fixtures, and shall include without limitation works relating to internal partitions, floors and ceilings within the Premises, electrical wiring, conduits, light fittings and fixtures, electrical wiring, conduits, light fittings and fixtures, fire protection devices, all plumbing and gas installations, pipes, apparatus, fittings and fixtures; and all mechanical and electrical engineering works.

     1.19 “Landlord” has the meaning set forth in the introductory paragraph.

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     1.20 “Landlord’s Agents” means the agents, employees and assigns (and their respective agents and employees) of Landlord.

     1.21 “Landlord Services” is defined in Section 8.1.

     1.22 “Law” means any present or future judicial decision, statute, constitution, ordinance, resolution, regulation, rule, administrative order, Permit, standard, directive, notice, guideline, or other requirement of any local, state, federal, or other government agency or authority, including the HDB (including quasi-official entities such as a board of fire examiners, public utility or special district) having jurisdiction over the Parties to this Sublease Agreement or the Project or any Permitted Use, including, as may be applicable, the HDB, Pollution Control Department (National Environment Agency) and Urban Redevelopment Authority.

     1.23 “Monthly Base Rent” has the meaning set forth in the Sublease Summary.

     1.24 “Option Term” and “Option Terms” have the meanings set forth in Section 2.2.

     1.25 “Permitted Use” has the meaning set forth in the Sublease Summary.

     1.26 “Preexisting Hazardous Substances” means Hazardous Substances, if any, existing in, on, under or about the Premises, Building or Project on or before the Commencement Date in violation of applicable Environmental Laws.

     1.27 “Premises” has the meaning set forth in the Sublease Summary.

     1.28 “Private Restrictions” means all recorded covenants, conditions and restrictions, private agreements, reciprocal easement agreements and any other recorded instruments (herein “encumbrances”) affecting the use of the Premises as of the date hereof, including without limitation the terms and conditions of the Head Lease and any other conditions imposed by HDB in relation to the Premises or the Building, and all encumbrances so recorded after the date hereof which do not materially interfere with Tenant’s then existing use of the Premises or, alternatively, which are approved by Tenant, which approval shall not be unreasonably withheld or delayed; provided, however, that in no event shall any Private Restriction prevent, limit or restrict Tenant from utilizing the Premises for the Business Use.

     1.29 “Project” has the meaning set forth in the Sublease Summary.

     1.30 “Release” means any accidental or intentional spilling, leaking, pumping, pouring, emitting, discharging, injecting, escaping, leaching, migrating, dumping or disposing in, over, on, under, through, or about the air, land, surface water, ground water, or the environment (including without limitation the abandonment or discarding of receptacles containing any Hazardous Substances), unless and to the extent permitted or authorized by a governmental agency.

     1.31 “Rent” is defined in Section 3.3.

     1.32 “Rules and Regulations” is defined in Section 4.3.

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     1.33 “Security Deposit Amount” is the amount equivalent to three (3) months of the Monthly Base Rent and Tenant’s Contribution to be dealt with pursuant to Section 3.5, which amount shall be paid in bank guaranty or letter of credit reasonably satisfactory to Landlord.

     1.34 “Service Failure” is defined in Section 7.3.

     1.35 “Singapore Dollar” means the legal currency of Singapore and indicated herein as “S$” before a dollar amount.

     1.36 “Site Map” has the meaning set forth in the Sublease Summary.

     1.37 “Sublease Agreement” or “Agreement” means this printed agreement, and all exhibits attached hereto, as the same may be amended in accordance with this Sublease Agreement from time to time; all of which are attached hereto and incorporated herein by this reference.

     1.38 “Sublease Term” shall be for a period of time commencing on the Commencement Date and ending at midnight on the Expiration Date (which shall be inclusive of the automatic extension period from December 1, 2008 through November 30, 2010 as well as any Option Terms), unless sooner terminated as provided herein.

     1.39 “Tenant” has the meaning set forth in the introductory paragraph.

     1.40 “Tenant’s Agents” means the agents, employees and assigns (and their respective agents and employees) of Tenant.

     1.41 “Tenant’s Contribution” has the meaning set forth in the Sublease Summary.

     1.42 “Tenant’s Minimum Liability Insurance Coverage” means a minimum limit of Ten Million Dollars (S$10,000,000.00) per occurrence.

     1.43 “Trade Fixtures” means (i) Tenant’s inventory, furniture, and business equipment, and (ii) anything affixed to the Premises for purposes of trade, manufacture, ornament or domestic use which is owned by Tenant as of the Commencement Date or thereafter acquired by Tenant at its own expense (or by another party on its behalf) and which can be removed without material injury to the Premises. Such affixed items which are an integral part of the Premises shall not constitute Trade Fixtures. Notwithstanding the foregoing, all of Tenant’s signs shall be deemed Trade Fixtures, in each case regardless of how affixed to the Premises or Common Area.

     1.44 “Transfer” has the meaning set forth in Section 15.1.1.

     1.45 “Transferee” has the meaning set forth in Section 15.2.

SECTION 2
LETTING

     2.1 Letting. Subject to Section 17.21 hereof, Landlord hereby lets to Tenant, and Tenant rents from Landlord, for the Sublease Term upon the terms and conditions of this

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Sublease Agreement, the Premises for Tenant’s own use in the conduct of Tenant’s business together with the non-exclusive right to use (which includes the permitted use by Tenant’s Agents, customers and invitees of) the Common Area, including, without limitation, subject to Section 4.6 hereof, the Building Parking Areas. Landlord shall not increase the area comprising the Premises without the prior written approval of HDB. Landlord reserves for its exclusive use all areas in the Project other than the Common Areas and the Premises, as well as the exterior walls, the roof and the area beneath and above the Premises, and Landlord reserves the right to install, maintain, use, and replace ducts, wires, conduits and pipes leading through the Premises; provided, however, that in its exercise of such rights, Landlord shall use reasonable efforts to minimize interference with Tenant’s access to and use of the Premises. By taking possession of the Premises, Tenant shall be conclusively deemed to have accepted the Premises in their then existing condition as of the Commencement Date, “AS-IS, WITH ALL FAULTS.” Tenant acknowledges and agrees that, except for the representations set forth in Section 17.18 hereof and in the APA, Landlord has made no representations or warranties to Tenant, express or implied, with respect to the Premises, whatsoever, including, without limitation, any representation or warranty as to the suitability of the Premises for Tenant’s intended use.

     2.2 Option to Extend Sublease Term. Tenant shall have the option to extend the Sublease Term for two consecutive additional terms of five (5) years each (each, an “Option Term” and, collectively, the “Option Terms”) at the then prevailing market rent and on such terms and conditions as may be imposed by HDB in granting its approval for such extension, by submitting to Landlord a written request for such extension not less than six (6) months before the expiry of the then-Sublease Term, provided that there shall not at the time of such request exist any Event of Default hereunder. Tenant’s option to extend the Sublease Term under this Section 2.2 is subject to all necessary approvals having been obtained and remaining in force, including but not limited to such approvals as may be required under HDB’s Terms of Approval for Subletting. If HDB approves any extension of the Sublease Term for a period shorter than five (5) years, then such extension of the Sublease Term shall be reduced to such shorter term as may be approved by HDB from time to time. Landlord shall take all steps including applying for all necessary approvals, to enable the Sublease Term to be extended in accordance with this Section 2.2 (and, for the avoidance of doubt, as contemplated in Section 1.12 hereof). Landlord shall bear all costs and expenses incurred by Landlord in connection with any extension of the Sublease Term, including without limitation legal costs and the costs of obtaining any necessary approvals. For the avoidance of any doubt, the Parties hereby confirm that it is their intention that if the Sublease Term or any Option Term as approved by HDB is less than five (5) years or if HDB’s approval for any extension of the Sublease Term or Option Term is for a period less than five (5) years, Tenant shall have the option to extend the Sublease Term and subsequent terms such that the aggregate period comprising (x) the Sublease Term; (y) Option Terms; and/or (z) extended term(s) of the sublease of the Premises granted to Tenant with effect from the Commencement Date shall not be less than fifteen (15) years. Landlord shall use good faith, best endeavors to secure such approvals (including from the HDB) as necessary to ensure that the intention of the Parties may be realized; provided, however, that the foregoing covenant shall not require Landlord to pay any amounts in connection with obtaining such approvals, other than filing or similar fees which have been allocated among the Parties pursuant to this Agreement. Notwithstanding anything to the contrary hereinabove, and in addition to the renewal options set forth herein, Landlord and Tenant agree that in accordance with market practice, in connection with any discussions regarding renewal or extension of the Sublease Term, Landlord and Tenant

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shall negotiate in good faith regarding the reduction of floor area of which the Premises shall be comprised in any such extended term.

The expression “prevailing market rent” for the purpose of this Section 2.2 means the market rent (inclusive of Tenant’s Contribution) determined as being at the time of such determination, the prevailing market rent for the Premises. The Parties shall endeavour to agree on the prevailing market rent. If the Parties have not reached an agreement on the prevailing market rent by two (2) months before the expiry of the initial Sublease Term or any Option Term, as applicable, Landlord and Tenant shall within two (2) weeks thereof each appoint a reputable licensed valuer (and in the absence of appointment by either Party within the said two (2) week period, the Party who has appointed its licensed valuer may appoint the second licensed valuer) to determine the prevailing market rent and the average of the two (2) valuations shall be accepted by the Parties as the prevailing market rent for the Premises. Each Party shall bear the costs and expenses of and in connection with the appointment of its own licensed valuer but if two (2) licensed valuers are appointed by one (1) Party pursuant to the above provisions, then the costs and expenses of and in connection with the appointment of the two (2) licensed valuers shall be borne by Landlord and Tenant in equal shares. The licensed valuers shall act as experts and not as arbitrators and their determination shall be conclusive and binding on the Parties.

     2.3 Compliance with the Head Lease and Laws. This Sublease Agreement, including the Sublease Term and Tenant’s option to extend under Section 2.2, is subject always to the terms of the Head Lease executed between HDB and Landlord and any applicable Laws. If HDB approves this Sublease Agreement for a period shorter than the Sublease Term, then the Sublease Term shall be reduced to such shorter term as approved by HDB from time to time without prejudice to Tenant’s rights to obtain the benefit of this Agreement for the entire Sublease and Option Terms as provided in Section 2.2 above. Landlord shall bear all costs and expenses incurred by Landlord in connection with such approvals, licenses or permits, including the subletting fee payable to HDB. Without prejudice to the generality of the foregoing, Tenant shall: (a) observe and perform all the terms and covenants set out in the Head Lease executed between HDB and Landlord and on the part of Landlord to be observed and performed, insofar as the same are applicable to the Premises (except for the obligation to pay rent and service charge); (b) comply with all terms and conditions imposed by HDB on granting its approval to this Sublease Agreement in so far as they relate to the Premises (including HDB’s Terms of Approval of Subletting); and (c) comply with any additional obligations with which Landlord may be liable to comply with by any direction or requirement of HDB in so far as they relate to the Premises. In the event of any conflict or inconsistency between the terms of this Sublease Agreement and the terms of the Head Lease executed between HDB and Landlord, the latter shall prevail. Landlord warrants and represents that a true and complete copy of each of the Head Lease executed between HDB and Landlord, HDB’s Terms of Approval for Subletting and (if any) the additional obligations to be complied with by Landlord, are attached hereto as Exhibit D.

     2.4 Termination of Head Lease.

               (a) The Parties acknowledge that, under HDB’s Terms of Approval of Subletting, HDB may revoke its subletting approval for this Sublease Agreement upon giving

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Landlord three (3) months’ written notice without being liable for any inconvenience, loss damages, compensation, costs or expenses whatsoever.

               (b) If (a) HDB gives Landlord notice to revoke its subletting approval for this Sublease Agreement pursuant to the aforesaid, or (b) the Head Lease is terminated for whatever reason then on the expiry of such notice or on such termination (as the case may be), this Sublease Agreement will terminate immediately and Landlord will immediately notify Tenant of such termination. The termination will not affect the rights of either Party against the other Party for any previous default of that other Party of the provisions of this Sublease Agreement. Landlord will not be liable for any inconvenience, loss, damage, cost expense or compensation in connection with the termination of this Sublease Agreement pursuant to this Section 2.4, unless such termination arises as a result of either a default under the Head Lease by Landlord or any other willful act or omission of Landord.

SECTION 3
RENT

     3.1 Monthly Base Rent. Commencing on the Commencement Date and continuing on the first day of each month throughout the Sublease Term, Tenant shall pay Landlord without offset, deduction or prior notice except as otherwise provided hereunder, the Monthly Base Rent, as base rent for the Premises. Landlord shall at all times inform HDB of any changes in the Monthly Base Rent charged. In the event of any changes, HDB reserves the right to revise the applicable subletting fee, which is subject to applicable goods and services tax.

     3.2 Additional Rent. Commencing on the Commencement Date and continuing throughout the Sublease Term, subject to Section 8 of this Agreement, Tenant shall pay the following as additional rent (the “Additional Rent”): (i) Tenant’s Contribution; (ii) the Air-conditioning Charges (Landlord reserves the right to adjust such Air-conditioning Charges (and shall reduce same if applicable) from time to time during the Sublease Term in accordance with prevailing market rates); and (iii) any other charges due Landlord pursuant to this Sublease Agreement.

     3.3 Payment of Rent. All Monthly Base Rent, Tenant’s Contribution and Air-conditioning Charges (collectively, the “Rent”) shall be paid in advance on the first day of each calendar month during the Sublease Term. All amounts due hereunder shall be paid in the lawful currency of Singapore, without any abatement, deduction or offset whatsoever or without any prior demand therefor (except, in any case, as otherwise expressly provided herein). Rent shall be paid directly to Landlord at the primary Landlord notice address set forth on the Sublease Summary, or such other address as may be designated in writing by Landlord upon 30 days’ prior written notice to Tenant in accordance with Section 17.12. Tenant’s obligation to pay Monthly Base Rent and Tenant’s Contribution shall be prorated for any partial month based on a thirty (30) day month. As used herein, the word “month” shall mean a period beginning on the first (1st) day of a calendar month and ending on the last day of that calendar month.

     3.4 Late Charge and Interest on Rent in Default. Tenant acknowledges that the late payment by Tenant of any monthly installment of Monthly Base Rent or any Additional Rent will cause Landlord to incur certain costs and expenses not contemplated under this Sublease

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Agreement, the exact amount of which are extremely difficult or impractical to fix. Such costs and expenses will include, without limitation, administration and collection costs and processing and accounting expenses. Therefore, if any such Monthly Base Rent or Additional Rent is not received by Landlord from Tenant within five (5) days after the delinquent amount became due, Tenant shall immediately pay to Landlord a late charge equal to S$4,000; provided, however, that the aforementioned late charge will not apply to the first late payment, if any, during the period commencing on the Commencement Date and ending on the first anniversary thereof. Landlord and Tenant agree that this late charge represents a reasonable estimate of such costs and expenses and is fair compensation to Landlord for its loss suffered by Tenant’s failure to make timely payment. In no event shall this provision for a late charge be deemed to grant to Tenant a grace period or extension of time within which to pay any rent or prevent Landlord from exercising any right or remedy available to Landlord upon Tenant’s failure to pay any rent due under this Sublease Agreement in a timely fashion, including the right to terminate this Sublease Agreement. If any amount due hereunder is not paid on or before the fifth (5th) day following the due date, then, without prejudice to any of Landlord’s other rights and remedies and in addition to such late charge, Tenant shall pay to Landlord interest on the delinquent amount at the Agreed Interest Rate from the date such amount became due until paid.

     3.5 Security Deposit.

          3.5.1 Tenant shall, as soon as commercially practicable hereafter but in no event later than December 31, 2005, pay to and maintain with Landlord the Security Deposit Amount:

               (a) as security for compliance by Tenant of all the provisions in this Sublease Agreement; and

               (b) to secure or indemnify Landlord against:

(i)	any loss or damage from any default by Tenant under the Sublease Agreement; and
(ii)	any other claim by Landlord at any time against Tenant in relation to any matter arising out of or in connection with the Premises.

          3.5.2 Without prejudice to any of Landlord’s rights or remedies, if any default by Tenant under this Sublease Agreement occurs, Landlord is entitled (but not obliged) to apply the whole or part of the Security Deposit Amount in or towards making good any loss or damage sustained by Landlord as a result of that default and any expense incurred by Landlord in making good the loss or damage, in any manner as may be prescribed by Landlord.

          3.5.3 Tenant must pay to Landlord within seven (7) days of the demand being made (a) an amount equal to the amount applied by Landlord under Section 3.5.2 above, as replacement of the part or whole of the Security Deposit Amount applied, (b) any shortfall in the Security Deposit Amount in the event of a change in the Monthly Base Rent and/or Tenant’s Contribution.

          3.5.4 Landlord must repay to Tenant, the Security Deposit Amount, without interest and after proper deductions by Landlord, within one (1) month after the end of the

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Sublease Term if Tenant has then paid all sums owing and performed all other obligations under this Sublease Agreement to the satisfaction of Landlord.

          3.5.5 Tenant must not set-off any part of the Security Deposit Amount against any Rent or other sums owing to Landlord.

          3.5.6 The rights of Landlord under this Section 3.5 are in addition to and will not affect the other rights of Landlord under this Sublease Agreement.

SECTION 4
USE OF PREMISES

     4.1 Limitation on Type. Tenant shall use the Premises solely for the Permitted Use and for no other purpose. Tenant shall not do or permit anything to be done or omit to do anything in or about the Premises that will (i) cause structural injury to the Premises or Project, (ii) cause damage to any part of the Premises or Project, or (iii) violate, or cause Landlord to be in violation of, any Laws or Private Restrictions. Tenant shall not operate any equipment within the Premises that will (iv) injure, vibrate or shake the Premises or Project, (v) interfere with, imposes additional load on or overload existing electrical systems or other mechanical equipment servicing the Premises or Project, (vi) impair the efficient operation of the sprinkler system or the heating, ventilating or air conditioning (“HVAC”) equipment within or servicing the Premises or Project, or (vii) damage, overload, or corrode the plumbing or sanitary sewer system. Tenant shall not attach, hang or suspend anything from the ceiling, roof, walls or columns of the Premises or set any load on the floor in excess of the load limits for which such items are designed nor operate hard wheel forklifts within the Premises. Tenant’s use of the Premises shall not (viii) create a fire or health hazard, (ix) damage the Premises, or (x) violate any Environmental Laws. Tenant shall keep the Premises in a neat, clean, attractive and orderly condition, free of any objectionable noises, odors, dust or nuisances.

     4.2 Compliance with Laws and Private Restrictions. Tenant’s lease of the Premises shall be subject to (i) all Laws, (ii) all Private Restrictions, and (iii) to the extent same do not increase Tenant’s obligations or reduce its rights under this Agreement or otherwise conflict with this Agreement, the Rules and Regulations from time to time promulgated by Landlord pursuant to Section 4.3, governing the use of the Premises. Tenant shall not use or permit any person to use the Premises in any manner which violates any Laws or Private Restrictions. Tenant shall abide by and promptly observe and comply with all Laws and Private Restrictions. Without prejudice to the above, Tenant shall: (i) comply with all requirements under any present or future Act of Parliament, order, by-law or regulation as to the use or occupation of the Premises; (ii) execute with all due diligence all works to the Premises for which Tenant is liable in accordance with this Section 4 and of which Landlord has given written notice to Tenant, and if Tenant shall fail to do so after adequate notice and opportunity to undertake same, Tenant shall permit Landlord to enter the Premises to carry out such works and to pay to Landlord on demand the expense of so doing (including surveyors’ and other professional advisers’ fees) together with interest at the Agreed Interest Rate from the date of expenditure until payment by Tenant to Landlord (such monies to be recoverable as if they were rent in arrears); and (iii) not allow the Premises to enter, remain or be used as a place in which any person is employed in contravention

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of Section 57(1)(e) of the Immigration Act (Cap. 133), Section 5 of the Employment of Foreign Workers Act (Cap. 91A) and any other similar Law in force at the moment.

     4.3 Rules and Regulations. Tenant shall observe and comply with the Rules and Regulations attached to this Sublease Agreement as Exhibit B attached hereto and made a part hereof (the “Rules and Regulations”). Subject to the limitation in Section 4.2 above, Landlord shall have the right at any time and from time to time to make, add to, amend, cancel or suspend such Rules and Regulations in respect of the Building as in the judgment of Landlord may from time to time be required for the management, safety, care or cleanliness of the Building or for the preservation of good order therein or for the convenience of tenants or for the use of the common areas of the Building, including without limitation, the hours of access and fees, if any, payable by the users therefor, for the use of the facilities (if any) in the Building provided by Landlord and all such Rules and Regulations shall bind Tenant upon delivery of a copy thereof to Tenant upon and from the date on which notice in writing thereof is given to Tenant by Landlord; provided, however, that Landlord shall not be liable to Tenant in any way for violation of the Rules and Regulations by any person including other tenants of the Building or the employees, independent contractors, agents, visitors, invitees or licensees of any such persons. If there shall be any inconsistency between the provisions of this Sublease Agreement and the provisions of such Rules and Regulations then the provisions of this Sublease Agreement shall prevail. Landlord shall not be responsible for, or subject to any liability as a result of, the violation by Tenant or any other person of any such Rules and Regulations. Landlord shall use best endeavors to uniformly enforce the Rules and Regulations.

     4.4 Insurance Requirements. Tenant shall not use or permit any person to use the Premises in any manner whereby any policy of insurance on including or in any way relating to the Premises taken out by Landlord may become void or voidable or whereby the rate of premium thereon or on the remainder of the Building may be increased.

     4.5 External Areas and Outer Doors. No materials, supplies, tanks or containers, equipment, finished products or semi-finished products, raw materials, inoperable vehicles or articles of any nature shall be stored upon or permitted to remain outside of the Premises except by the loading docks and related holding areas. Landlord shall so far as practicable keep the outer doors of the Building open so as to provide Tenant and Tenant’s employees, independent contractors, agents and permitted occupiers uninterrupted access subject always to the closure of the outer doors of the Building at such time as Landlord in its own discretion shall think fit. Landlord may in the case of invasion, mob, riot, public excitement or other circumstances rendering such action advisable in Landlord’s opinion, prevent access to the Building during the continuance of the same and for so long and in such manner as Landlord deems necessary including the closure of all doors and entrances of the Building.

     4.6 Parking and Loading Docks. Tenant is allocated and shall have the guaranteed right to use a number of parking stalls in the Building Parking Area determined based on a ratio of 1 stall per each 110 square meters of lettable space then-leased by Tenant hereunder for its use and the use of Tenant’s Agents, customers and invitees throughout the Sublease Term, Option Terms and any other extension term of this lease. At no time shall Landlord grant the right to use parking stalls to other tenants, subtenants, licensees or other persons in such number as shall impair Tenant’s right to use its allocated number of parking stalls hereunder. Tenant shall not at

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any time use more parking stalls than the number so allocated to Tenant or park its vehicles or the vehicles of others in any portion of the Project outside of the Building Parking Areas. Tenant shall not have the exclusive right to use any specific parking stall but Landlord shall provide Tenant access to all Building Parking Areas including the basement parking area. Landlord reserves the right, after having given Tenant reasonable written notice, to have any vehicles owned by Tenant or Tenant’s Agents utilizing parking spaces in excess of the parking spaces allowed for Tenant^’s use or in any portion of the Project outside of the Building Parking Areas, to be towed away at Tenant’s cost. All trucks and delivery vehicles shall be (i) parked at the rear of the Building, (ii) loaded and unloaded in a manner which does not unreasonably interfere with the businesses of Landlord or other occupants of the Project, and (iii) permitted to remain on the Project only so long as is reasonably necessary to complete loading and unloading. In the event Landlord elects or is required by any Law to limit or control parking in the Project, whether by validation of parking tickets or any other method of assessment, Tenant agrees, at no expense or inconvenience to Tenant or Tenant’s Agents, to participate in such validation or assessment program under such reasonable rules and regulations as are from time to time established by Landlord.

     4.7 Fire Prevention. Tenant shall co-operate with Landlord to establish a fire-safe environment for all users of the Building. For this purpose, Tenant shall: (i) participate in all fire drills; (ii) attend fire safety awareness talks; (iii) practice the use of fire extinguishers; and (iv) participate in any other activities deemed necessary by Landlord or as directed by the authorities from time to time.

     4.8 Weights and Stresses. Tenant shall obtain the prior written consent of Landlord before bringing upon the Premises any heavy machinery or other plant, equipment or goods with an imposed load in excess of 4 KN/m2 (or such other weight as may be prescribed by Landlord as being applicable to the Premises). Landlord may direct the routing, installation and location of all such machinery, plant, equipment and goods and Tenant shall comply with all such directions. Landlord shall in all cases retain and have the power to prescribe the weight and proper position of all iron or steel safes and other heavy machinery and equipment, articles or goods whatsoever in the Premises and any or all damage caused to the Building or any part thereof by Tenant or anyone on its behalf by taking in or moving out any safe, items of machinery and equipment, furniture, goods or other articles or during the time such are in the Building, shall be made good by Tenant. If Tenant shall not within seven (7) days of Landlord’s notice, proceed diligently to repair or make good the damage, Landlord may repair or make good the same and the expenses of Landlord together with interest at the Agreed Interest Rate from date of expenditure until payment by Tenant to Landlord shall be paid by Tenant on demand and such monies shall be recoverable as if they were rent in arrears. Notwithstanding anything to the contrary hereinabove, Landlord acknowledges and covenants that the location and load of any such machinery, plant, equipment and goods as of the date of this Agreement is in compliance with the aforesaid requirements.

     4.9 Upkeep of the Premises. Tenant shall: (i) keep the Premises free of pests, rodents, vermin and insects; (ii) keep the windows of the Premises closed at all times and not to erect or install any sign, device, furnishing, ornament or object which is visible from the street or from any other building and which, in the reasonable opinion of Landlord, is incongruous or unsightly and will detract from the general appearance of the Building; (iii) ensure that the decor

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and design of the exterior of the Premises are in accordance with plans and specifications previously submitted to and approved by Landlord, and not to make any changes to such external parts without the prior written consent of Landlord; (iv) ensure that all doors of the Premises are safely and properly locked and secured when the Premises are not occupied; (v) not cover or obstruct or permit to be covered or obstructed in any manner or by any other article or thing (other than window blinds approved by Landlord), the windows, sky-lights or ventilating shafts or air inlets or outlets which reflect or admit light or enable air to flow into or out of the Premises or any part of the Building; (vi) not employ in or about the Premises any cleaner other than a cleaning contractor approved by Landlord to carry out the cleaning work for the Premises and Tenant shall not have any claim against Landlord for any act, omission or negligence of such cleaner in or about the performance or purported performance of his duties; and (vii) ensure that all sweepings, rubbish, refuse, waste paper or other similar substances are properly disposed of in accordance with the guidelines, rules and regulations prescribed by Landlord from time to time and not to throw, place or allow to fall or cause or permit to be thrown or placed any sweepings, rubbish, refuse, waste paper or other similar substances in the lift shafts, water-closets or other conveniences in the Building and Tenant shall on demand pay to Landlord the costs of repairing any damage to such lift shafts, water-closets or other conveniences arising therefrom.

     4.10 Nuisance and Other Restrictions. Tenant shall not: (i) use the Premises for any noxious, noisy or offensive trade or business nor for any illegal or immoral act or purpose; (ii) hold in or on the Demised Premises any public entertainment; (iii) permit any vocal or instrumental music in the Premises so that it can be heard outside the Premises; (iv) permit pets of any kind to be kept on the Premises; (v) do in or upon or permit to be done in or upon the Premises anything which may be or may become or cause a nuisance, annoyance, disturbance, inconvenience or damage to Landlord or its other tenants of the Building or to the owners, tenants and occupiers of adjoining and neighboring properties; (vi) allow any person to sleep in the Premises nor to use the Premises for residential purposes; (vii) permit or cause to be permitted other than in designated areas the placing or parking of bicycles, motor cycles or scooters, trolleys and other wheeled vehicles and/or the stocking or storage or littering of goods or things in the common parts of the Building, the corridors, passageways, pavements and the car-parking areas, and Tenant shall keep all such internal and external parts of the Building clear and free of all obstruction at all times; provided that motorcycles shall continue to be permitted to be parked on the surface parking areas and in the basement parking area and bicycles may be parked on corners not obstructing any traffic; (viii) place or take into the passenger lifts any baggage, furniture, parcels, sacks, bags, heavy articles or other goods or other merchandise save only such light articles as brief-cases, attaché cases and handbags and to use only the service lift prescribed by Landlord for the transportation of furniture, goods and other heavy equipment; (ix) permit or allow food trays and tiffin carriers to be brought into or carried in any passenger lift and Tenant shall ensure that such items are conveyed in the service lift only; (x) permit or allow the contractors, workmen or cleaners (with or without equipment and tools) engaged by Tenant to use the passenger lifts of the Building and to ensure that they use only the service lift prescribed by Landlord; (xi) solicit business, display or distribute advertising material in the carparks or other common areas of the Building; (xii) ensure that Tenant and Tenant’s Agents shall use the utility areas, water closets and toilet facilities in the common parts of the Building in such a manner that (a) such utility areas, water closets and toilet facilities will not be left by Tenant and Tenant’s servants, agents independent contractors and permitted occupiers in an

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unhygienic condition nor left in an untidy or dirty state or condition, (b) the pipes, drains, basins and sinks in such utility areas, water closets and toilet facilities are clean and unblocked and (c) does not result in excessive and unreasonable water consumption in the utility areas, water closets and toilet facilities; (xiii) permit trade vehicles while being used for delivery and pick up of merchandise to or from the Premises to be driven parked or stopped at any place or time within the Building except within the loading dock of the Building and except at such other place or places and at such time or times as Landlord may specifically allow and Tenant shall prohibit its employees service suppliers and others over whom Tenant may have control from parking delivery vehicles during loading or unloading in any place other than the specifically approved loading dock and such other specifically approved places as aforesaid, and from obstructing in any manner howsoever the entrances exits and driveways in and to the common parking areas and also the pedestrian footways in or to the common parts of the Building; or (xiv) carry out or permit unauthorized smoking in the Premises and the lobbies, corridors, staircases, lifts, hoists, lavatories and other parts in common use in the Building, and Tenant shall in accordance with the Smoking (Prohibition in Certain Places) Act (Cap. 310) appoint a manager who may adopt any means to bring to Tenant’s Agents attention to such prohibition.

     4.11 Use and Name of Building. Landlord shall have the right at all times to change the name or number by which the Building is known, subject to Tenant’s prior consent which consent may not be unreasonably withheld, unless the desired name is that of another company or entity whose business is substantially similar to the Business Use in which case such consent may be withheld in its sole discretion. So long as Tenant occupies at least 50% of the Premises, Landlord shall not lease, license, sublease or otherwise permit occupancy in the Building by any entity or person whose primary business is the Business Use, unless the parties otherwise agree. Tenant shall not use the name of the Building as part of its trade or business name, other than as its address and place of business. Tenant shall not use a name, trade mark or service mark which includes the name of the Building or any derivative name sounding similar thereto for any purpose whatsoever.

     4.12 Signs. Tenant shall not place or display on the exterior of the Premises or on the windows or inside the Premises so as to be visible from the exterior of the Premises any name, writing, notice, sign, illuminated sign, display of lights, placard, poster, sticker or advertisement other than (i) the name of Tenant sign written on the entrance doors of the Premises in a style and manner previously approved in writing by Landlord, (ii) the name of Tenant displayed in such indicator board in the Building as Landlord may designate from time to time, and (iii) exterior signage on the Building and at the Project as hereinafter provided and as may otherwise be agreed to between Landlord and Tenant. All such approved signs shall strictly conform to all Laws and Private Restrictions and shall be installed at the expense of Tenant. If any name, writing, notice, sign, placard, poster, sticker or advertisement shall be placed or displayed in breach of these provisions, Tenant hereby agrees to permit Landlord to enter the Premises and to remove such name, writing, notice, sign, placard, poster, sticker or advertisement and to pay to Landlord on demand the expense of so doing. If Landlord so elects, Tenant shall, at the expiration or sooner termination of this Sublease Agreement, remove all signs installed by it and repair any damage caused by such removal. Tenant shall at all times maintain such signs in good condition and repair. Notwithstanding the foregoing, Tenant shall have the right to install three (3) external signs as follows: two to be located at the entrances to the Project as located on the Site Map and one on the façade of the Building, in each instance next to (and of comparable size

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and prominence) as the existing Agilent signs. Tenant shall maintain such signs at its own cost and expense.

     4.13 Landlord’s Right to Deal with Adjoining Property. Landlord may deal as it may think fit with other property belonging to Landlord adjoining or nearby the Project and to erect or suffer to be erected on such property in compliance with Law any buildings whatsoever whether or not such buildings shall affect or diminish the light or air which may now or at any time be enjoyed by Tenant in respect of the Premises. Landlord shall have the right at all times without obtaining any consent from or making any arrangement with Tenant to alter, reconstruct or modify in any way whatsoever or change the use of the parts of the Building (including all fixtures, fittings, machinery and apparatus therein and thereto), which are defined to be common property under the Land Titles (Strata) Act or if the Building is not subdivided and registered under the Land Titles (Strata) Act, those parts of the Building which would reasonably be deemed to be common property if the Building had been subdivided and registered under that Act, so long as proper means of access to and egress from the Premises are afforded and essential services are maintained at all times. Nothing contained in this Sublease Agreement shall confer on Tenant any right to enforce any covenant or agreement relating to other parts of the Building demised by Landlord to others, or limit or affect the right of Landlord in respect of any such other premises to deal with the same and impose and vary such terms and conditions in respect thereof in any manner as Landlord may think fit. Landlord and its workmen and agents shall be entitled, at any time after delivery of the Premises to Tenant and prior to the issue of the Certificate of Statutory Completion, to make such alterations or additions to the Premises as may be required by the competent authorities for purpose of the issue of the Certificate of Statutory Completion and Tenant shall permit Landlord, its workmen and agents access into the Premises at all reasonable times for that purpose. In the event that the issue of the Certificate of Statutory Completion is rejected or otherwise withheld or delayed as a result of any deviation, alteration, addition or installation carried out or caused to be carried out by Tenant without the written consent of Landlord or as a result of any act, default or omission on the part of Tenant, Landlord may by notice in writing require Tenant to rectify the same within a period of seven (7) days and if Tenant does not comply with Landlord’s notice within the said period of seven (7) days, Landlord and its workmen and agents shall be entitled to enter into the Premises to make such necessary alterations or additions to the Premises as may be required by the competent authorities, and to recover from Tenant the cost of such alterations or additions together with interest at the Agreed Interest Rate thereon from and including the date the costs were so incurred by Landlord until the date they are paid (such costs and interest to be recoverable as if they were rent in arrears).

SECTION 5
TRADE FIXTURES AND IMPROVEMENTS

     5.1 Trade Fixtures. All Trade Fixtures shall remain Tenant’s property.

     5.2 Landlord’s Approval for Improvements. Tenant shall not construct any Improvements or otherwise make any alterations or additions to the Premises or Project without Landlord’s prior written approval which approval shall not be unreasonably withheld or delayed, and not until Landlord shall have first approved the plans and specifications therefor. For purpose of seeking Landlord’s approval herein, Tenant shall submit to Landlord all plans,

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layouts, designs, drawings, specifications and details of proposed materials to be used for any proposed Improvements. Landlord shall be entitled to require Tenant to engage an architect, engineer or other consultant(s) for the purpose of considering the plans, specifications and materials relating to the proposed Improvements and for the purpose of supervising all works carried out by Tenant, if necessary, having regard to the Improvements. Tenant shall obtain the prior written approval of Landlord to its appointment of the architect, engineer or other consultant(s) pursuant to this Section (such approval not to be unreasonably withheld or delayed).

     5.3 Carrying out of Improvements. All Improvements to the Premises shall only be carried out (i) in the case of any mechanical and electrical engineering works by a specialist contractor employed by Tenant subject to consent of Landlord (such consent not to be unreasonably withheld or delayed). All Improvements undertaken by Tenant shall be done in accordance with all Laws, and all planning and other consents necessary or required pursuant to the provisions of any statute, rule, order, regulation or by-law for any Improvement to the Premises or any part thereof, shall be applied for and obtained by Tenant at its own cost and expense. Tenant shall not commence construction of any Improvements until (i) all required governmental and regulatory approvals and permits shall have been obtained and copies of same have been provided to Landlord, (ii) all requirements regarding insurance imposed by this Sublease Agreement have been satisfied, (iii) Tenant shall have given Landlord at prior written notice of its intention to commence such construction, (iv) Tenant shall have notified Landlord by telephone of the commencement of construction on the day it commences, and (v) if requested by Landlord in its reasonable discretion, Tenant shall have obtained or caused its general contractor to obtain contingent liability and broad form builders risk and/or such forms of insurance and/or completion and performance bonds in an amount reasonably satisfactory to Landlord. Tenant shall carry out and complete all Improvements to the Premises in accordance with plans, layouts, designs, drawings, specifications and using materials approved by Landlord, in a good and workmanlike manner using new materials of good quality, in accordance with all planning and other consents referred to above, and in compliance with the reasonable requirements of appointment consultant(s). All Improvements shall remain the property of Tenant during the Sublease Term, but shall not be damaged, altered, or removed from the Premises. At the expiration or sooner termination of the Sublease Term, all Improvements shall be removed from the Premises in accordance with the provisions of Section 17.5.

     5.4 Alterations Required by Law. Tenant shall, at its own cost, make any alteration, addition or change of any sort to the Premises that is required by any Law because of (i) Tenant’s particular use or change of use of the Premises, (ii) Tenant’s application for any permit or governmental approval, or (iii) Tenant’s construction or installation of any Improvements or Trade Fixtures. Any other alteration, addition or change required by Law that is not the responsibility of Tenant pursuant to the foregoing shall be made by Landlord at Landlord’s own cost and expense.

     5.5 Prohibited Alterations. In no event shall Tenant make any Improvements to the Premises or the Project which could affect the structural integrity or the exterior design of the Premises or the Project, or paint or make any Improvements or exert any force or load on the curtain wall, its frame structure and all its related parts or to place or affix any structures or articles or materials thereon which would otherwise render the warranty granted in favor of

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Landlord in respect of such wall and structure null and void. Tenant shall not erect, install or put up any exterior lighting, shade, canopy, awning, shed or other structure, whether permanent or temporary, at or on, in front of or elsewhere outside the Premises.

SECTION 6
REPAIR AND MAINTENANCE

     6.1 Tenant’s Obligation to Maintain. Except as otherwise provided in Sections 6.2 and 12. 1, Tenant shall, at its sole cost and expense, be responsible for the following during the Sublease Term:

          6.1.1 Tenant shall at all times to repair and to keep in a clean and good state of tenantable repair and condition (fair wear and tear excepted), the Premises and every part thereof, through regular inspections and servicing, including without limitation the interior thereof, the flooring, interior plaster or other surface material or rendering on walls and ceilings, fixtures therein, all doors, windows, glass, locks, fastenings (including cleaning both interior and exterior surfaces), installations and fittings for light and power, any automatic fire extinguisher equipment in the Premises, the roof membrane, all above ground plumbing facilities (including all sinks, toilets, faucets and drains), and all ducts, pipes, vents or other parts of the HVAC or plumbing system, all electrical facilities and all equipment (including all lighting fixtures, lamps, bulbs, tubes, fans, vents, exhaust equipment and systems), all improvements and additions to the Premises and all Landlord’s fixtures, fittings and appurtenances of whatever nature affixed or fastened to the Premises, and without prejudice to the generality of the foregoing, to replace at Tenant’s cost all broken or blown light bulbs, globes or tubes installed upon the Premises and to make good to the satisfaction of Landlord any damage or breakage caused to any part of the Premises or to Landlord’s fixtures and fittings therein by the bringing in or removal of Tenant’s goods or effects or resulting from any action or omission of Tenant or Tenant’s Agents.

          6.1.2 Tenant shall replace any damaged or broken glass in the Premises (including all interior and exterior doors and windows) with glass of the same kind, size and quality. Tenant shall repair any damage to the Premises (including exterior doors and windows) caused by vandalism or any unauthorized entry.

          6.1.3 All repairs and replacements required of Tenant shall be promptly made with new materials of like kind and quality. If the work affects the structural parts of the Premises or if the estimated cost of any item of repair or replacement is in excess of the Twenty-Five Thousand Dollars (S$25,000.00), then Tenant shall first obtain Landlord’s written approval of the scope of the work, plans therefor, materials to be used, and the contractor.

          6.1.4 If any damage or injury is caused to Landlord or to any person whomsoever directly or indirectly on account of the condition of any part of the interior of the Premises (including flooring, walls, ceiling, doors, windows, curtain wall and its related parts including fluorocarbon coating thereon and other fixtures), to be wholly responsible therefor and to fully indemnify Landlord against all claims, demands, actions and legal proceedings whatsoever made upon Landlord by any person in respect thereof. In the interpretation and application of the provisions of this sub-clause, the decision of the surveyor or architect of Landlord shall be final and binding upon Tenant.

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     6.2 Landlord’s Obligation to Maintain, Repair and Replace. Landlord shall repair and maintain (i) all utility and other building systems serving the Premises to the point of entry into the Premises, including without limitation the mechanical, electrical, plumbing and other systems serving the Premises, (ii) the roof (excluding the roof membrane) and the other structural components of the Premises, including but not limited to the footings, the foundation, the structural floor and the load bearing walls of the Premises, (iii) the exterior skin of the Premises, and (iv) all underground utilities, including sewer and water mains and other underground plumbing, serving the Premises, so that the same are kept in good order and repair. Additionally, Landlord shall clean, provide janitorial service (except with respect to the Premises which is Tenant’s cost and responsibility) for, maintain in good order, condition and repair and replace when necessary the Building in which the Premises are located and the Common Area and every part and system of, or serving, the foregoing (including, without limitation, structural parts of the Building including without limitation foundations, load bearing and exterior walls, sub-flooring, structural roof and roofing, windows and frames, gutters, and downspouts on the building, sidewalks, curbs, parking lots, lamp and light bulb replacement, electrical, lighting, plumbing and sewage systems and equipment and heating, ventilating, air-conditioning, elevators, emergency, fire protection, life safety, and support systems servicing the Building), through regular inspections, servicing, repair and, as commercially reasonably appropriate, replacement, each at a minimum in the same manner and to the same schedule and specification as currently being performed prior to the Closing. Landlord may engage contractors of its choice to perform the obligations required of it by this Section, and the necessity of any expenditure to perform such obligations shall be at the sole discretion of Landlord.

     6.3 Control of Common Area. Landlord shall at all times have exclusive control of the Common Area. Landlord shall have the right, without the same constituting an actual or constructive eviction and without entitling Tenant to any abatement of Rent, to: (i) close any part of the Common Area to whatever extent required in the opinion of Landlord’s counsel to prevent a dedication thereof or the accrual of any prescriptive rights therein; (ii) temporarily close the Common Area to perform maintenance or for any other reason deemed sufficient by Landlord; (iii) change the shape, size, location and extent of the Common Area; (iv) eliminate from or add to the Project any land or improvement, including multi-deck parking structures; (v) make changes to the Common Area including without limitation changes in the location of driveways, entrances, passageways, doors and doorways, elevators, stairs, restrooms, exits, parking spaces, parking areas, sidewalks or the direction of the flow of traffic and the site of the Common Area; (vi) remove unauthorized persons from the Project; or (vii) change the name or address of the Premises or Project. Tenant shall keep the Common Area clear of all obstructions created or permitted by Tenant. If, in the opinion of Landlord, unauthorized persons are using any of the Common Area by reason of the presence of Tenant in the Premises, Tenant, upon demand of Landlord, shall restrain such unauthorized use by appropriate proceedings. In exercising any such rights regarding the Common Area, Landlord shall make a reasonable effort to minimize any disruption to Tenant’s business. In the event Landlord elects to remodel or construct improvements upon any part of the Common Area located outside of the Premises, Tenant will cooperate with such remodeling or construction, including Tenant’s tolerating temporary inconveniences in order to facilitate such remodeling or construction.

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SECTION 7
UTILITIES

     7.1 Utilities. Utility lines and facilities required by Tenant for Tenant’s Permitted Use of the Premises are presently at the Premises, fully installed, assessed and operational, and Landlord shall be responsible at all times for the maintenance and repair of all such utility lines and facilities as provided in Section 6.2 hereof. The term “Utility” or “Utilities” as used in this Section 7.1 shall include gas, electricity, water (including water for fire protection service), sewer (both sanitary and storm), telephone and waste pick-up. Tenant shall promptly pay all charges including any taxes now or in the future imposed by SP Services Ltd. or other appropriate authority in respect of the Utilities, and any other utilities, materials or services supplied and metered separately to the Premises which shall be consumed or supplied on or to the Premises, or an appropriate proportion thereof attributable to the Premises, and pay all necessary hire charges for any equipment or appliances supplied to Tenant by SP Services Ltd. or other appropriate authority. In the event of such Utilities and other services not being supplied and metered separately to the Premises, to pay to Landlord a proportionate part of the cost thereof, such cost to be calculated by Landlord and notified to Tenant by a statement from Landlord in writing, such statement to be conclusive as to the amount thereof, and in the event of SP Services Ltd. or other equivalent authority responsible for the supply of the Utilities and any other services supplied and used in the Building increasing the charges therefor, Tenant shall pay to Landlord a proportionate part of the increased costs thereof, such costs to be calculated by Landlord and notified to Tenant by a statement from Landlord in writing, such statement to be conclusive as to the amount thereof (save for manifest error and Tenant’s right to audit pursuant to Section 8.5 hereof).

     7.2 Electrical Meter. Notwithstanding anything to the contrary in Section 7.1, Landlord covenants that a separate meter for electricity for the Premises shall, at the sole expense of Landlord, be (a) installed as soon as practicable following the date hereof but in no event later than January 31, 2006, and (b) maintained during the Sublease Term.

     7.3 Compliance with Governmental Regulations. Landlord and Tenant shall comply with all rules, regulations and requirements promulgated by the Government of the Republic of Singapore, statutory bodies or any other national, state or local governmental agencies or utility suppliers concerning the use of utility services, including any rationing, limitation or other control. Landlord may voluntarily cooperate in a reasonable manner with the efforts of all governmental agencies or utility suppliers in reducing energy or other resources consumption. Tenant shall not be entitled to terminate this Sublease Agreement nor to any abatement in rent by reason of such compliance or cooperation. Tenant agrees at all times to cooperate fully with Landlord and to abide by all reasonable rules, regulations and requirements which Landlord may prescribe in order to maximize the efficient operation of the HVAC system and all other utility systems. In the event of an interruption in or failure or inability by Landlord to provide water, natural gas or electrical utility services to the Premises (a “Service Failure”), unless such Service Failure is caused by any act or omission of Landlord or Landlord’s Agents, such Service Failure shall not, regardless of its duration, impose upon Landlord any liability whatsoever, constitute an eviction of Tenant, constructive or otherwise, entitle Tenant to an abatement of Rent (except as hereafter provided) or to terminate this Sublease Agreement or otherwise release Tenant from any of Tenant’s obligations under this Sublease Agreement.

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SECTION 8
LANDLORD SERVICES/TENANT’S CONTRIBUTION

     8.1 Landlord Services. Landlord shall provide to Tenant the services set forth on Exhibit C hereto (the “Landlord Services”).

     8.2 Air-conditioning Services. Landlord shall maintain operation of the Building Central Plant to provide for HVAC when necessary for normal comfort in the Premises. The hours and temperatures (within a customary comfort range for the location with a Permitted Use of this nature) shall be subject to Tenant’s control through a building automation system serving the Premises. Tenant shall pay the Air-conditioning Charges to Landlord in accordance with Sections 3.2 and 3.3 hereof.

     8.3 Tenant’s Obligation to Reimburse. Tenant’s Contribution shall be paid to Landlord in accordance with Sections 3.2 and 3.3 for Landlord Services to be provided hereunder.

     8.4 Increase in Tenant’s Contribution. Effective at each of November 1, 2008, November 1, 2010, November 1, 2013, November 1, 2015 and November 1, 2018 (each a “Tenant Contribution Increase Date”) (provided that the Sublease Term is still subsisting at the relevant time)), Landlord shall be entitled, by notice in writing to Tenant, to increase Tenant’s Contribution if there is any increase in Landlord’s cost of providing services. Any increase in Tenant’s Contribution shall be payable from the date specified in Landlord’s notice but in each instance not earlier than the then applicable Tenant Contribution Increase Date. Such notice shall, save for manifest error and subject to Tenant’s audit right, be conclusive and binding on Tenant, both as to Tenant’s liability for such increase and the amount thereof.

     8.5 Audit Right. Landlord agrees to grant Tenant the right to review, inspect and contest Landlord’s books and records relating to any Landlord Service, the Air-conditioning Charges or any other charges or sums claimed by Landlord to be due and payable by Tenant hereunder, during regular operating hours and at Tenant’s sole expense; provided, however, that such right may not be exercised more than two times (2x) during any twelve-month period.

SECTION 9
PROPERTY TAXES

     9.1 Property tax imposed or levied by the relevant government authority on the Premises or on the Project (or any part thereof) and as may be apportioned by Landlord or attributable to the Premises shall be paid as follows:

          9.1.1 Landlord shall for the duration of the Sublease Term pay property tax levied on or attributable to the Premises but only to the extent that such payment by Landlord in respect of the Premises shall not exceed property tax calculated (i) on the basis of an annual value equivalent to the annual Rent payable under this Agreement (“Base Annual Value”) and (ii) at the property tax rate applicable on fast assessment of property tax. In the event that any additional property tax levied by the relevant authority on or apportioned by Landlord as attributable to the Premises is payable on account of (aa) the annual value assessed by the relevant government authority or apportioned by Landlord as attributable to the Premises

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(whether on first assessment by the relevant government authority or as increased from time to time whether retrospective or otherwise) which is in excess of the Base Annual Value and/or (bb) an increase in the property tax rate above the rate applicable on first assessment, such additional property tax shall be borne and paid by Tenant to Landlord on demand.

          9.1.2 In the event that the Premises are not separately assessed for property tax but the Project is assessed as a whole or in parts, then for the purpose of Clause 9.1.1 above, Landlord shall determine the apportionment of the annual value (as assessed by the relevant authority) and the property tax which would be attributable to the Premises. Such apportionment shall be based on the proportion which (i) the floor area of the Premises bears to (ii) the net lettable area of the whole or the relevant part of the Project. Landlord’s determination of the apportionment shall be accepted by Tenant as final and conclusive (save for manifest error) and Tenant’s right to audit.

          9.1.3 Tenant’s liability in respect of additional property tax referable to the Sublease Term, pursuant to the provisions of Clause 9.1 shall not be affected by the expiry or earlier determination of this Sublease Agreement.

          9.1.4 Objection to any assessment of annual value or imposition of additional property tax on the Premises during the Sublease Term may be made by Landlord in its discretion and by Tenant if Tenant deems fit and Landlord shall assist Tenant in making any objection to the relevant government authority as may be required.

SECTION 10
INSURANCE

     10.1 Tenant’s Insurance. Tenant shall maintain insurance complying with all of the following:

          10.1.1 Tenant shall procure, pay for and keep in full force and effect the following (or have the following procured, paid for and kept in full force and effect by Avago for the benefit of Tenant):

               (a) Broad-form, general commercial liability insurance (or the equivalent insurance as written for coverage in Singapore), including property damage, against liability for personal injury, bodily injury, death and damage to property occurring in or about, or resulting from an occurrence in or about, the Premises with combined single limit coverage of not less than the amount of Tenant’s Minimum Liability Insurance Coverage, which insurance shall contain, “fire legal” endorsement coverage and a “contractual liability” endorsement (if available for subleased premises occupied for the Permitted Use in the area in which the Premises is located) insuring Tenant’s performance of Tenant’s obligation to indemnify Landlord contained in Section 11.4, and with Landlord and such other parties as Landlord shall designate named as an additional insured parties;

               (b) Fire and property damage insurance against loss caused by fire, extended coverage perils including steam boiler insurance, sprinkler leakage, if applicable, vandalism, malicious mischief and such other additional perils as now are or hereafter may be

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included in a standard extended coverage endorsement from time to time in general use in Singapore; and

               (c) Worker’s compensation coverage sufficient to comply with all Laws; Employers liability insurance shall be provided in amounts not less than S$1,000,000.00 per accident for bodily injury by accident, S$1,000,000.00 policy limit by disease, and S$1,000,000.00 per employee for bodily injury by disease.

          10.1.2 The broad-form general commercial liability insurance (or the equivalent insurance as written for coverage in Singapore) that Tenant is required to carry under Section 10.1.1(a) shall name Landlord and such other parties in interest as Landlord designates as additional insureds. Additionally, all policies of insurance required to be carried by Tenant pursuant to this Section 10.1 shall (i) be primary insurance that provides that the insurer shall be liable for the full amount of the loss up to and including the total amount of liability stated in the declarations without the right of contribution from any other insurance coverage of Landlord, (ii) be in a form reasonably satisfactory to Landlord, (iii) be carried with insurance companies acceptable to Landlord, (iv) provide that such policy shall not be subject to cancellation, reduction of coverage or lapse except after at least thirty (30) days prior written notice to Landlord, (v) not have a “deductible” in excess of in Singapore dollars the equivalent of US$100,000 per occurrence, (vi) where permissible under Singapore law and if available and customary under Singaporean practice, contain a cross liability endorsement, and (vii) contain a “severability” clause.

          10.1.3 A certificate of insurance reflecting that the insurance required to be carried by Tenant pursuant to this Section 10.1 is in force, accompanied by an endorsement showing the required additional insureds satisfactory to Landlord in substance and form, shall be delivered to Landlord prior to the time Tenant or any of Tenant’s Agents enters the Premises and upon renewal of such policies, but not less than thirty (30) days prior to the expiration of the term of such coverage.

     10.2 Release and Waiver of Subrogation. The Parties release each other, and their respective Landlord’s Agents and Tenant’s Agents, from any liability for any property loss or damage that is caused by or results from any risk insured or which could be insured against under the types of insurance specified in Section 10.1 above; provided, however, the foregoing provisions shall not apply to the third party liability insurance described in Section 10.1 to the extent prohibited by Law. To the extent permitted under Law, each Party shall secure a written waiver of subrogation from its respective insurers under these respective policies.

     10.3 Landlord’s Insurance. Landlord shall maintain such insurance with respect to the Project as shall be deemed customary for the location of the Project for owners and landlords of industrial manufacturing facilities in Singapore. Notwithstanding the foregoing, for so long as Agilent Technologies Singapore Pte Ltd (or its affiliate) is the Landlord hereunder and it maintains the insurance coverage in place as of the Commencement Date, such coverage shall be deemed to satisfy the covenant set forth in the preceding sentence of this Section 10.3.

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SECTION 11
ADDITIONAL LANDLORD OBLIGATIONS AND LIMITATION ON LANDLORD’S LIABILITY AND INDEMNITY

     11.1 Landlord Obligations. In addition to Landlord’s covenants set forth elsewhere throughout this Agreement, Landlord also covenants as follows:

          11.1.1 Landlord shall timely comply with, at Landlord’s cost and expense, all of the terms of the Head Lease, and shall not intentionally undertake or intentionally fail to undertake any act which gives rise to the termination of the Head Lease or the termination of this Sublease Agreement.

          11.1.2 Notwithstanding any other provisions in this Sublease Agreement, subletting and administrative fees, if any (including any subletting fees or administrative fees levied or imposed retrospectively) imposed by HDB or other competent authority in respect of the subletting of the Premises by the Landlord to the Tenant pursuant to this Sublease Agreement shall be borne by the Landlord.

          11.1.3 Landlord undertakes to exercise its option to renew the Head Lease in accordance with the provisions of the Head Lease and to comply with all necessary terms and conditions of the Head Lease in connection with the exercise of the option for renewal.

          11.1.4 Landlord warrants and represents that it has complied with all Law in relation to the Project (including the Premises) and has obtained all necessary waivers, approvals, consents and permissions (collectively the “Consents”) required for the use, operations and processes carried out at the Project (including the Premises) as at the date hereof. The Landlord further undertakes to comply with all Law and to do all things required to obtain, renew or extend the Consents. Subject to Sections 10.2, 11.2 and 11.3 hereof, if the Landlord fails to obtain, renew or extend the Consents and any change to the use of the Project is required as a result so as to comply with any Law regarding land use ratio or quantum, such change shall not be effected on the Premises but on the parts of the Project other than the Premises at the sole cost and expense of the Landlord. Without limitation of the foregoing, Landlord also covenants that, if not already commenced, within thirty (30) days of the Commencement Date, it shall commence, and thereafter shall diligently pursue, the extension of any relevant Consent or the change of the legal designation of the Project, as the case may be, such that that the operation of the Project and Premises as operated as of the Commencement Date shall be in compliance with, and without the need for any further waiver from, the legal requirements imposed by any relevant authority (including the Urban Redevelopment Authority) with respect to the Project.

     11.2 Limitation on Landlord’s Liability. Notwithstanding anything to the contrary contained in this Sublease Agreement, Landlord shall not be liable to Tenant or any of Tenant’s Agents for any injury to Tenant or any of Tenant’s Agents, or damage to Tenant’s property, resulting from any cause, including without limitation any (i) any interruption or failure of any HVAC or other utility system or any Landlord Services by reason of necessary repair or maintenance of any installations or apparatus or damage thereto or destruction thereof or by reason of mechanical or other defect or breakdown or by reason of any circumstances beyond Landlord’s control; (ii) repairs or improvements to the Premises by Landlord or any services

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provided by Landlord to Tenant hereunder (iii) limitation, curtailment, rationing or restriction on the use of water or electricity, gas or any other form of energy or any services or utility serving the Premises or the Project; (iv) any act, omission, default, misconduct or negligence of any contractor appointed by Tenant or any other of Tenant’s Agents; (v) any damage, injury or loss arising out of the leakage or defect of the piping, wiring and sprinkler system in the Building and/or the structure of the Building; (vi) any damage, injury or loss caused by other tenants or persons in the Building; (vii) any damage, injury or loss arising from or in connection with the use of the Common Areas or the Building Parking Area; (viii) vandalism or forcible entry by unauthorized persons; (ix) penetration of water into or onto any portion of the Premises through roof leaks or otherwise. This Section 11.2 shall not limit Landlord’s obligations under Section 11.5 hereof, which obligations however remain subject to Section 11.3 hereof. In addition and notwithstanding any provision of this Agreement, in no event shall (a) Landlord be liable to Tenant or any of Tenant’s Agents under this Agreement for any consequential (including without limitation any injury to Tenant’s business or loss of income or profit therefrom), punitive or exemplary damages, or (b) Tenant be liable to Landlord or any of Landlord’s Agents under this Agreement for any consequential (including without limitation any injury to Landlord’s business or loss of income or profit therefrom), punitive or exemplary damages.

     11.3 Limitation on Tenant’s Recourse. Notwithstanding any other term or provision of this Sublease Agreement, the liability of Landlord for its obligations under this Sublease Agreement is limited to (a) Landlord’s equity interest in the Project up to a maximum in Singapore dollars equivalent to US$500,000, provided that, until such time as (x) Landlord has obtained the permanent (as such term is described below) extension of any relevant Consent with respect to the Project and the Premises as operated as of the Commencement Date such that the Project and the Premises shall be in compliance with, and without the need for any further waiver (other than as such may be required due to the expiration of any permanent waiver) from, the legal requirements imposed by the Urban Redevelopment Authority with respect to the Project, or (y) the legal zoning of the Project is changed such that that the operation of the Project and the Premises as operated as of the Commencement Date shall be in compliance with, and without the need for any further waiver from, the legal requirements imposed by the Urban Development Authority or any other governmental authority (including, without limitation, the HDB) with respect to the Project, the limitation of Landlord’s liability solely with respect to the foregoing shall be limited to a maximum amount in Singapore dollars equivalent to US$2,000,000, and (b) to no other assets of Landlord for satisfaction of any liability in respect of this Sublease Agreement, and no personal liability shall at any time be asserted or enforceable against any other assets of Landlord or against Landlord’s stockholders, directors, principals, representatives, trustees or partners on account of any of Landlord’s obligations or actions under this Sublease Agreement. For the purposes of the preceding sentence, the term “permanent” shall be deemed to include any Consent that is extended or granted for a period of no less than five (5) years from the Commencement Date. In addition, in the event of conveyance of Landlord’s interest in the Project or the Premises, then, subject to Section 15.2 hereof, from and after the date of such conveyance, Landlord shall be relieved of all liability with respect to Landlord’s obligations to be performed under this Sublease Agreement after the date of such conveyance.

     11.4 Indemnification of Landlord. To the fullest extent allowed by Law but subject to Section 10.2 and 11.2 hereof, Tenant shall indemnify, defend, protect and hold harmless

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Landlord and Landlord’s Agents from (i) all claims, demands, writs, summonses, actions, suits, proceedings, judgments, orders, decrees, damages, costs, losses and expenses of any nature whatsoever which Landlord may suffer or incur in connection with loss of life, personal injury and/or damage to property arising from or out of any occurrences in, upon or at the Premises or the use of the Premises or any part thereof by Tenant or by any of Tenant’s Agents (except to the extent caused by the willful misconduct or gross negligence of Landlord or Landlord’s Agents of which Landlord has notice and reasonable time to cure but which Landlord has failed to cure); (ii) all loss and damage to the Premises, the Building and to all property therein caused directly or indirectly by Tenant or Tenant’s Agents and in particular but without limiting the generality of the foregoing caused directly or indirectly by the use or misuse, waste or abuse of water, gas or electricity or faulty fittings or fixtures; (iii) the gross negligence or willful misconduct of Tenant or Tenant’s Agents, wherever the same may occur; or (iv) any breach of this Sublease Agreement by Tenant. The provisions of this Section 11.4 shall survive the expiration or sooner termination of this Sublease Agreement.

     11.5 Indemnification of Tenant. To the fullest extent allowed by Law but subject to Sections 10.2, 11.2 and 11.3 hereof, Landlord shall indemnify, defend, protect and hold harmless Tenant and Tenant’s Agents from all liability, penalties, losses, damages, costs, expenses, causes of action, claims and/or judgments arising by reason of any death, bodily injury, personal injury or property damage resulting from (i) the gross negligence or willful misconduct of Landlord or Landlord’s Agents, or (ii) any breach of this Sublease Agreement by Landlord. The provisions of this Section 11.5 shall survive the expiration or sooner termination of this Sublease Agreement.

     11.6 Indemnity of HDB. Landlord shall indemnify and keep HDB indemnified from and against all liabilities, claims and proceedings, costs and expenses whatsoever and howsoever arising out of or in connection with this Sublease Agreement.

     11.7 Abatement.

          11.7.1 Notwithstanding anything to the contrary, including without limitation Sections 3, 8, 11.2 and 11.3 hereof, in the event Landlord fails to deliver any of the Landlord Services or Air-conditioning Services to be provided hereunder, Tenant’s Contribution or Air-Conditioning Charges, as applicable, shall abate to the extent of and for the duration of such failure and Tenant shall have the right to take any reasonable action for the purpose of securing such Landlord Services or Air-conditioning services not being delivered and Landlord shall reimburse Tenant for any reasonable costs, expenses and fees incurred by Tenant in procuring such services within fifteen (15) business days of receipt of notice thereof from Tenant absent which Tenant shall have the right to offset such amounts from the next installments of Rent payable by Tenant hereunder until recompensed in full for such reasonable expenditures.

          11.7.2 Notwithstanding anything to the contrary, including without limitation Sections 6.2, 7, 11.2 and 11.3 hereof, in the event of an interruption in the provision of utility service to the Premises or the failure of Landlord to perform or cause to be performed its obligations set forth in the first sentence of Section 6.2 hereof, any Rent payable hereunder shall abate to the extent such failure impedes Tenant’s ability to use the Premises as it otherwise

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would be able in the ordinary course of this Sublease Agreement until such interruption or failure of service or performance is cured.

SECTION 12
DAMAGE TO PREMISES

     12.1 Untenantability. If the Premises or any part thereof shall at any time be damaged or destroyed by fire or any other cause which is beyond the control of Landlord so as to render the Premises unfit for occupation and use (except where such damage or destruction has been caused by, or the policy or policies of insurance in relation to the Premises shall have been vitiated or payment of the policy monies withheld in whole or in part in consequence of, some act or default of Tenant or Tenant’s Agents, the Rent reserved by this Sublease Agreement or a fair and just proportion thereof according to the nature and extent of the damage sustained shall be suspended until the Premises shall again be rendered fit for occupation and use, and any dispute concerning this clause shall be determined by a single arbitrator in accordance with the Arbitration Act, Chapter 10 of Singapore. All insurance proceeds available from the fire and property damage insurance carried by Landlord, if any, shall be paid to and become the property of Landlord.

     12.2 Landlord’s Right to Terminate. Landlord shall have the option to terminate this Sublease Agreement in the event any of the following occurs, which option may be exercised only by delivery to Tenant of a written notice of election to terminate within sixty (60) days after the date of such damage or such later date as is reasonably necessary under the circumstances:

          12.2.1 Either the Premises or Project is damaged by any peril either (i) not covered by any insurance carried by Landlord and the estimated cost to restore equals or exceeds One Hundred Thousand Dollars (S$250,000.00), or (ii) covered by valid and collectible insurance actually carried by Landlord and in force at the time of such damage or destruction and the estimated cost to restore equals or exceeds Two Hundred Fifty Thousand Dollars (S$500,000.00);

          12.2.2 Either the Premises or Project is damaged by any peril and (i) the amount of the insurance proceeds that will be received by Landlord for repair or restoration of the Premises will not be sufficient to pay for the cost of such repair or restoration, (ii) the Laws then in effect prevent Landlord from repairing or restoring the Premises to substantially the same condition in which the Premises were immediately prior to such damage, or (iii) the restoration of the Premises cannot be substantially completed within 180 days after the date of such damage; or

          12.2.3 Either the Premises or Project is damaged by any peril and, because of the Laws then in force, (i) may not be restored at reasonable cost to substantially the same condition in which it was prior to such damage, or (ii) may not be used for the same use being made thereof before such damage whether or not restored as required by this Section.

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SECTION 13
GOVERNMENT ACQUISITION

     If at least a material portion of the Building or the Premises shall at any time be acquired by any government authorities (including without limitation the Land Transport Authority) pursuant to and in accordance with any prevailing Law (including without limitation the Land Transport Authority of Singapore Act, Cap. 158A, the Rapid Transit System Act, Cap. 263A and the Street Works Act, Cap. 320A), Landlord shall give written notice to Tenant notifying Tenant of the acquisition and terminating this Sublease Agreement without being liable to Tenant for damages, losses and expenses and thereupon this Sublease Agreement shall terminate and Tenant shall (if still in occupation) vacate the Premises, provided always that Tenant shall pay to Landlord all such sums of money which it is obliged to pay under this Sublease Agreement in respect of or which have accrued for the period up to or before the termination date and Landlord shall return the Security Deposit Amount to Tenant (less such amounts as are to be lawfully deducted pursuant to the provisions of this Sublease Agreement) free of interest and thereafter, this Sublease Agreement shall absolutely cease and determine without affecting the rights of the Party against the other Party for any previous default by either Party arising out of or in connection with this Sublease Agreement. For the avoidance of doubt, nothing herein shall restrict the rights of Tenant (if any) to claim against the government or the relevant government authority for any compensation, damages, loss or expense in connection with its rights and interest as a tenant of the Premises. In the event of a partial taking of the Premises and this Sublease remains in effect, the Monthly Base Rent, Tenant’s Contribution and Air-conditioning Charges (and any other charges then-payable on a lettable square foot basis) shall be proportionately adjusted to reflect the reduced square footage of floor area of the remaining Premises.

SECTION 14
DEFAULT AND REMEDIES

     14.1 Events of Tenant’s Default. Tenant shall be in default of its obligations under this Sublease Agreement if any of the following evens occur (each, an “Event of Default”):

          14.1.1 Tenant shall have failed to pay any Rent when due and such failure is not cured within five (5) days after delivery of written notice from Landlord specifying such failure to pay;

          14.1.2 Tenant shall have failed to perform any term, covenant or condition of this Sublease Agreement except those requiring the payment of Monthly Base Rent or Additional Rent, and Tenant shall not cure such default within fifteen (15) days after delivery of written notice from Landlord specifying such failure to perform, or where such default is not capable of being cured within such 15-day period, Tenant shall have failed to commence such cure within such 15-day period and thereafter using best efforts, diligently bring such cure to completion;

          14.1.3 The appointment of a receiver, receiver and manager, or provisional liquidator in respect of Tenant of any of its property or assets;

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          14.1.4 Tenant shall have abandoned the Premises or left the Premises substantially; or

          14.1.5 The occurrence of the following: (i) inability of Tenant to pay its debts as and when they fall due; (ii) presentation of a winding up petition (except for the purpose of amalgamation or reconstruction when solvent) for the winding up of Tenant; (iii) issuance of a notice of meeting of members or shareholders for the passing of a resolution for winding up (except for the purpose of amalgamation or reconstruction when solvent) of Tenant; (iv) presentation of a petition for the judicial management of Tenant; and (v) making of a proposal by Tenant to its creditors for a composition in satisfaction of its debts or a scheme of arrangement of its affairs.

     14.2 Landlord’s Remedies. In the event of any Event of Default by Tenant, to the extent permitted by applicable Law, Landlord shall have the following remedies, in addition to all other rights and remedies provided by any Law or otherwise provided in this Agreement, to which Landlord may resort cumulatively, or in the alternative:

          14.2.1 Landlord may keep this Sublease Agreement in effect and enforce by an action at law or in equity all of its rights and remedies under this Sublease Agreement, including (i) the right to recover the Rent as it becomes due by appropriate legal action, (ii) the right to make payments required of Tenant or perform Tenant’s obligations and be reimbursed by Tenant for the cost thereof with interest at the Agreed Interest Rate from the date the sum is paid by Landlord until Landlord is reimbursed by Tenant, and (iii) the remedies of injunctive relief and specific performance to compel Tenant to perform its obligations under this Sublease Agreement. Notwithstanding anything contained in this Sublease Agreement, in the event of a breach of an obligation by Tenant which results in a condition which (i) poses an imminent danger to safety of persons or damage to property, then Landlord may without prior notice to Tenant enter the Premises and take any action that is necessary to cure such breach (but with notice provided as soon as commercially practicable thereafter) and be reimbursed by Tenant for the reasonable cost thereof with interest at the Agreed Interest Rate from the date the sum is paid by Landlord until Landlord is reimbursed by Tenant, or (ii) results in an unsightly condition visible from the exterior of the Premises, or a threat to insurance coverage, then if Tenant does not cure such breach within 10 days after delivery to it of written notice from Landlord identifying the breach, Landlord may cure the breach of Tenant and be reimbursed by Tenant for the cost thereof with interest at the Agreed Interest Rate.

          14.2.2 Landlord may enter the Premises for the purposes of reletting the Premises or any part thereof to third parties for Tenant’s account for any period, whether shorter or longer than the remaining Sublease Term. Tenant shall be liable immediately to Landlord for all commercially reasonable costs Landlord incurs in reletting the Premises or any part thereof, including without limitation brokers’ commissions and expenses of altering and preparing the Premises for reletting. Tenant shall pay to Landlord the Rent due under this Sublease Agreement on the date the Rent is due, less the rent and other sums Landlord received from any reletting. No act by Landlord allowed by this subparagraph shall terminate this Sublease Agreement unless Landlord notifies Tenant in writing that Landlord elects to terminate this Sublease Agreement. Notwithstanding any reletting without termination, Landlord may later elect to terminate this Sublease Agreement because of the default by Tenant.

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          14.2.3 Landlord may terminate this Sublease Agreement by giving Tenant: (a) written notice of termination, in which event this Sublease Agreement shall terminate on the date set forth for termination in such notice or (b) within thirty (30) days after Landlord’s notice to rectify such breach it shall be lawful for Landlord at any time thereafter to re-enter upon the Premises (even if Landlord had previously waived such right of re-entry) or any part thereof in the name of the whole and the tenancy shall hereby be terminated. Any termination under this Section 14.2.3 shall not relieve Tenant from its obligation to pay sums then due Landlord or from any claim against Tenant for damages or rent previously accrued or then accruing. In no event shall any one or more of the following actions by Landlord, in the absence of a written election by Landlord to terminate this Sublease Agreement, constitute a termination of this Sublease Agreement: (i) appointment of a receiver or keeper in order to protect Landlord’s interest hereunder; (ii) consent to any subletting of the Premises or assignment of this Sublease Agreement by Tenant, whether pursuant to the provisions hereof or otherwise; or (iii) any other action by Landlord or Landlord’s agents or employees intended to mitigate the adverse effects of any breach of this Sublease Agreement by Tenant, including without limitation any action taken to maintain and preserve the Premises or any action taken to relet the Premises or any portions thereof to the extent such actions do not affect a termination of Tenant’s right to possession of the Premises.

          14.2.4 In the event Tenant breaches this Sublease Agreement and abandons the Premises, this Sublease Agreement shall not terminate unless Landlord gives Tenant written notice of its election to so terminate this Sublease Agreement. No act by or on behalf of Landlord intended to mitigate the adverse effect of such breach, including those described by Section 14.2.3, shall constitute a termination of Tenant’s right to possession unless Landlord gives Tenant written notice of termination. Should Landlord not terminate this Sublease Agreement by giving Tenant written notice, Landlord may enforce all its rights and remedies under this Sublease Agreement, including the right to recover the rent as it becomes due under the Sublease Agreement.

          14.2.5 In the event Landlord terminates this Sublease Agreement, to the extent permitted under applicable Law, Landlord shall at its election be entitled, in addition to any other rights and remedies available to Landlord in law or equity, to damages; provided, however, Landlord shall take commercially reasonable measures to mitigate its loss. For purposes of computing damages, an interest rate equal to the Agreed Interest Rate shall be used where permitted. To the extent permitted under applicable Law, such damages shall include:

                         (a) The worth at the time of award of the amount by which the unpaid rent for the balance of the term after the time of award exceeds the prevailing market rate (as such phrase is used in Section 2.2 hereof) of the Premises, computed by discounting such amount at the Agreed Interest Rate; and

                         (b) Such other amounts necessary to compensate Landlord for all costs directly incurred by Landlord caused by Tenant’s failure to perform Tenant’s obligations under this Sublease Agreement, including the following: (i) expenses for cleaning, repairing or restoring the Premises; (ii) broker’s fees, advertising costs and other expenses of reletting the Premises; (iii) expenses in retaking possession of the Premises; and (iv) reasonable attorneys’

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fees and court costs incurred by Landlord in retaking possession of the Premises and in reletting the Premises or otherwise incurred as a result of Tenant’s default.

                         (c) Nothing in this Section 14.2 shall limit Landlord’s right to indemnification from Tenant as provided in Section 11.4. Any notice given by Landlord in order to satisfy the requirements of Section 14.1.1 or Section 14.1.2 above shall also satisfy the notice requirements of any Law regarding eviction or unlawful detainer proceedings, provided that such notice is prepared and served upon Tenant in accordance with all applicable requirements of such Law.

     14.3 Limitation on Exercise of Rights. At any time that an Event of Default by Tenant has occurred and remains uncured, (i) it shall not be unreasonable for Landlord to deny or withhold any consent or approval requested of it by Tenant which Landlord would otherwise be obligated to give (unless, by means of the act for which consent is being requested, such Event of Default would be cured upon the granting of such consent); and (ii) Tenant may not exercise any right to terminate this Sublease Agreement or other right granted to it by this Sublease Agreement which would otherwise be available to it.

     14.4 Waiver. Knowledge or acquiescence by either Party of any breach by the other Party of any of the covenants, conditions or obligations herein contained shall not operate or be deemed to operate as a waiver of such covenants, conditions or obligations and any consent or waiver of the innocent Party shall only be effective if given in writing. No consent or waiver expressed or implied by either Party to or of any breach of any covenant, condition or obligation of the other Party shall be construed as a consent or waiver to or of any other breach of the same or any other covenant, condition or obligation and shall not prejudice in any way the rights, powers and remedies of the innocent Party herein contained. Any acceptance by Landlord of Rent reserved by this Sublease Agreement or any other sum payable under this Sublease Agreement shall not be deemed to operate as a waiver by Landlord of any right to proceed against Tenant in respect of a breach by Tenant of any of Tenant’s obligations hereunder.

SECTION 15
ASSIGNMENT AND SUBLETTING

     15.1 By Tenant. The following provisions shall apply to any direct or indirect assignment, subletting or other transfer by Tenant or any subtenant or assignee or other successor in interest of the original Tenant (collectively referred to in this Section as “Tenant”):

          15.1.1 Tenant shall not do any of the following (collectively referred to herein as a “Transfer”), whether voluntarily, involuntarily, or by operation of laws, without the prior written consent of Landlord, which consent may be withheld by Landlord in its sole and absolute discretion: (i) sublet all or any part of the Premises or allow it to be sublet, occupied or used by any person or entity other than Tenant; (ii) assign its interest in this Sublease Agreement; (iii) transfer any right appurtenant to this Sublease Agreement or the Premises; (iv) encumber the Sublease Agreement (or otherwise use the Sublease Agreement as a security device) in any manner; or (v) terminate or materially amend or modify an assignment, sublease or other transfer that has been previously approved by Landlord; provided, however, that Tenant may, without the prior written consent of Landlord but subject to the approval of HDB, assign this Sublease

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Agreement to one or more direct or indirect subsidiaries of Avago. Notwithstanding the foregoing, this Sublease Agreement may be assigned by Tenant to any person, entity or organization that acquires all or substantially all of the assets of Avago, subject to the prior written consent of Landlord, which may not be unreasonably withheld and subject to the approval of HDB. For the avoidance of any doubt, the merger of Tenant with any other entity or the transfer of any controlling or managing ownership or beneficial interest in Tenant (as a consequence of a single transaction or a number of multiple transactions) has, if required, been approved by HDB shall not constitute a Transfer hereunder, provided that written notice of such transaction(s) is provided to Landlord no later than thirty (30) days prior to consummation of such transaction(s). Tenant shall reimburse Landlord for all reasonable costs and attorneys’ fees incurred by Landlord in connection with the processing and/or documentation of any requested Transfer whether or not Landlord’s consent is granted. Any Transfer so approved by Landlord shall not be effective until Tenant has paid all such costs and attorneys’ fees to Landlord and delivered to Landlord an executed counterpart of the document evidencing the Transfer that (a) is in form approved by Landlord, (b) contains the same terms and conditions as stated in Tenant’s notice given to Landlord pursuant to Section 15.12 below, and (c) contains the agreement of the proposed Transferee to assume all obligations of Tenant related to the Transfer arising after the effective date of such Transfer. Any attempted Transfer without Landlord’s consent shall constitute a default by Tenant and shall be avoidable at Landlord’s option. Landlord’s consent to any one Transfer shall not constitute a waiver of the provisions of Section 15.1 as to any subsequent Transfer nor a consent to any subsequent Transfer. No Transfer, even with the consent of Landlord, shall relieve Tenant of its personal and primary obligation to pay the rent and to perform all of the other obligations to be performed by Tenant hereunder. The acceptance of rent by Landlord from any person shall not be deemed to be a waiver by Landlord of any provision of this Sublease Agreement nor to be a consent to any Transfer.

          15.1.2 Tenant shall give Landlord at least thirty (30) days prior written notice of any desired Transfer and, upon the reasonable request of Landlord, the proposed terms of such Transfer (it being understood that historical financial information regarding the proposed transferee will be deemed reasonable). Landlord shall respond in writing to Tenant’s request for Landlord’s consent to a Transfer within the later of (x) thirty (30) days of receipt of such request together with the required accompanying documentation or (y) twenty (20) days after Landlord’s receipt of all information which Landlord reasonably requests within ten (10) days after it receives Tenant’s first notice regarding the Transfer in question. If Landlord fails to respond in writing within said period, Landlord will be deemed to have consented to such Transfer. Tenant shall immediately notify Landlord of any modification to the proposed terms of such Transfer.

     15.2 By Landlord. Landlord and its successors in interest shall have the right to transfer their interest in the Premises or the Building at any time and to any person or entity, provided (i) such person or entity agrees to assume and perform all obligations of Landlord hereunder, and (ii) Landlord obtains all consents required by applicable Law in connection therewith and complies with the terms thereof. In the event of any such transfer, Landlord originally named herein (and in the case of any subsequent transfer, the transferor) from the date of such transfer, (i) shall be automatically relieved, without any further act by any person or entity, of all liability for the performance of the obligations of Landlord hereunder which may accrue after the date of such transfer and (ii) shall be relieved of all liability for the performance of the obligations of Landlord hereunder which have accrued before the date of transfer. After

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the date of any such transfer, the term “Landlord” as used herein shall mean the transferee of such interest in the Premises. Notwithstanding the foregoing, in the event that Landlord desires to assign, sell, encumber or otherwise transfer or alienate any of its right, title and interest in and to the Head Lease, the Project, the Building or any portion thereof, Landlord shall require any such assignee, purchaser or transferee (the “Transferee”) of Landlord’s interest therein to execute (together with Landlord and the Tenant) a novation deed/agreement in form and substance reasonably acceptable to Tenant pursuant to which (a) the Transferee shall assume Landlord’s obligations and rights under this agreement, and (b) Landlord and any such Transferee, at their sole cost and expense, shall obtain any consents and approvals required by applicable Law (including, without limitation, the HDB), and shall comply with any and all conditions of the applicable authorities, as required by applicable Law to any such transfer or conveyance.

SECTION 16
WASTE DISPOSAL AND HAZARDOUS SUBSTANCES

     The provisions of this Section 16 are in addition to, and in no way limit or restrict, Tenant’s obligations and Landlord’s rights as set forth elsewhere in this Sublease Agreement.

     16.1 Compliance with Environmental Law; Cooperation; Sharing of Costs.

          16.1.1 Tenant, at its sole cost, shall comply with all Environmental Laws applicable to Tenant’s occupancy, use, or activities at the Premises.

          16.1.2 Tenant shall use reasonable efforts to cooperate with Landlord in Landlord’s efforts to comply with Environmental Laws. Unless otherwise explicitly set forth in this Sublease Agreement, Tenant, at its sole cost, shall be responsible for obtaining and maintaining all permits necessary for Tenant’s occupancy, use, or activities on or about the Premises.

     16.2 Notifications. Tenant shall promptly provide Landlord with non-confidential information reasonably requested by Landlord concerning environmental matters at the Premises or the Project and shall give Landlord written notice of: (i) any investigation, inspection, enforcement, remediation, or other regulatory action or order taken, issued or threatened in connection with its occupancy, use or activities on or about the Premises or the Project; (ii) any claims made or threatened by any third Party against either of them, or any report, notice or complaint filed or threatened to be filed with any government agency, in connection with their occupancy, use or activities on or about the Premises or the Project pursuant to any Environmental Law; and (iii) all incidents or matters with respect to the Premises or the Project as to which they are required to give notice to any governmental or quasi governmental entity pursuant to any Environmental Law.

     16.3 Remediation.

          16.3.1 Environmental Condition. In the event an Environmental Condition exists or occurs on or about the Premises, Tenant (or Tenant’s contractor) shall promptly undertake and diligently complete, at Tenant’s sole cost, and in compliance with this Sublease Agreement and Environmental Laws, all investigative, corrective, and remedial measures required under Environmental Laws. Such measures shall include without limitation removal and proper

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disposal of the Hazardous Substance and restoration of all land, improvements and other affected areas whether on or off the Premises or the Project.

          16.3.2 Preexisting Hazardous Substances. Notwithstanding anything to the contrary in this Sublease Agreement, Tenant shall not be liable for, and Landlord waives, releases, discharges, indemnifies, protects and holds harmless Tenant from and against: (i) any obligation to clean up, remediate or remove any Preexisting Hazardous Substances; (ii) all third party claims arising out of or related to the Preexisting Hazardous Substances, including any losses, costs, damages, expenses (including attorneys’ fees) or other liabilities incurred by Tenant in responding to such third party claims; and (iii) any fines, penalties, sanctions, costs, reasonable attorneys’ fees, expenses, damages, or charges imposed for any violations of any Environmental Laws arising out of, or attributable to Preexisting Hazardous Substances, except to the extent that any Preexisting Hazardous Substances are exacerbated by the activities of Tenant or any of Tenant’s Agents. Preexisting Hazardous Substances shall not be exacerbated by the activities of Tenant or any of Tenant’s Agents solely because Tenant or Tenant’s Agents are aware that Preexisting Hazardous Substances exist or are migrating passively in, over, on, under, through, from, or about the Premises or Property.

     16.4 Condition on Expiration or Termination. Prior to the expiration or termination of the Sublease Agreement in accordance with this subsection, Tenant shall remove and properly dispose of any Hazardous Substances that have come to be located on or about the Premises as a result of Tenant’s occupancy, use and activities on or about the Premises or the Project, and Tenant shall restore the Premises and other affected areas to the same or better condition, character and quality as before Tenant’s occupancy, ordinary wear and tear excepted. At least one month before expiration of the Sublease Term, Tenant at its sole cost shall retain a duly licensed environmental consultant acceptable to Landlord to perform a Phase I environmental assessment (which shall, at a minimum, comply with ASTM No. E 1527-97 or such other standards and contain such information as Landlord may require) of the Premises. Based on that assessment, Tenant shall formulate a plan for any further testing and for the removal and proper disposal of any Hazardous Substances on or about the Premises that have come to be located on or about the Premises or the Project as a result of Tenant’s occupancy, use or activities, and for the restoration of all land, improvements and other affected areas in the same or better condition, character and quality as before Tenant’s occupancy, ordinary wear and tear excepted. The plan shall be accompanied by a schedule for completing the activities described in the plan before the end of the Sublease Term. Tenant shall submit the plan to Landlord at least three months before expiration of the Sublease Term and, upon approval by Landlord, Tenant, at its sole cost, shall implement the approved plan. The completion of the plan shall be confirmed in writing by Tenant’s environmental consultant. If Tenant fails to do any of the above, Landlord shall have the right (but not the obligation) to do so, in accordance with Section 16.5. Tenant shall take all steps necessary to terminate, close or transfer all environmental Permits held in Tenant’s name in accordance with all Environmental Laws, and shall provide Landlord with satisfactory written evidence that each such termination, closure or transfer has been completed.

     16.5 Landlord’s Rights. If Tenant fails to comply with any provision of this Section 16 or elsewhere in this Sublease Agreement, Landlord shall have the right (but not the obligation) to effect such compliance, in its sole discretion and without limiting any other remedy which may be available to Landlord under this Sublease Agreement, at law or in equity. The cost thereof

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shall be paid by Tenant to Landlord, within thirty (30) days after delivery of Landlord’s invoice, for any amount reasonably incurred or expended by Landlord in connection with such performance (including fees and costs incurred for the services of attorneys, consultants, and experts).

     16.6 No Shift of Liability. Landlord’s exercise or failure to exercise the rights granted in this Section 16 shall not in any way shift responsibility for Hazardous Substances or compliance with Environmental Laws from Tenant to Landlord, nor impose any liability on Landlord.

     16.7 Survival. The obligations of Tenant and Landlord under this Section 16 shall survive expiration or earlier termination of this Sublease Agreement and any conveyance by Landlord of its interest in the Premises, and shall continue in full force and effect.

     16.8 Commingled Waste Stream. Notwithstanding anything to the contrary in this Section 16 or elsewhere in this Sublease, Landlord hereby agrees that Tenant shall continue to have the right throughout the Sublease Term, as extended, to continue discharging trade effluent through the Building final inspection chamber as being conducted in and from the Premises prior to the Commencement Date.

SECTION 17
GENERAL PROVISIONS

     17.1 Landlord’s Right of Inspection and Entry. Tenant shall permit Landlord and Landlord’s Agents at all reasonable times as reasonably agreed to between the Parties to enter into, inspect and view the Premises and examine their condition. If any breach of covenant, defects, disrepair or unauthorized Improvements shall be found upon such inspection for which Tenant is liable then upon notice by Landlord to Tenant, to execute all repairs, works, replacements or removals required within one (1) month (or such other reasonable period as required by Landlord having regard to the extent of repairs, works, replacements or removals that are required) after the receipt of such notice, to the reasonable satisfaction of Landlord or its surveyor. In case of default by Tenant, it shall be lawful for workmen or agents of Landlord to enter into the Premises and execute such repairs, works, replacements or removals. Tenant shall pay to Landlord on demand all reasonable expenses so incurred with interest at the Agreed Interest Rate from the date of expenditure until the date they are paid by Tenant to Landlord (such expenses and Interest to be recoverable as if they were rent in arrears).

     17.2 Landlord’s Right of Repair. Tenant shall permit Landlord and Landlord’s Agents at all reasonable times as reasonably agreed to between the Parties during and after normal office hours on weekdays and Saturdays, after giving to Tenant prior written notice (but at anytime in any case which Landlord considers an emergency) to enter upon the Premises (i) to inspect, cleanse, repair, remove, replace, alter or execute any works whatsoever to or in connection with all utility and other building systems serving the Premises; (ii) to effect or carry out any maintenance, repairs, alterations or additions or other works which Landlord may consider necessary or desirable to any part of the Building or the water, electrical, air-conditioning, mechanical, ventilation and other facilities and services of the Building; (iii) for the purpose of exercising any of the powers and authorities of Landlord under this Sublease Agreement; (iv) to

34

comply with an obligation of repair, maintenance or renewal affecting the Premises or the Building; (v) to construct, alter, maintain, repair or fix anything or additional thing serving the Building or the adjoining premises or property of Landlord, and running through or on Premises; or (vi) in connection with the development of the remainder of the Building or any adjoining or neighboring land or premises, including the right to build on or onto or in prolongation of any boundary wall of the Premises, in each case without payment of compensation for any nuisance, annoyance, inconvenience or damage caused to Tenant subject to Landlord (or other person so entering) exercising such right in a reasonable manner.

     17.3 HDB’s Right of Inspection. HDB, its employees and agents shall have the right at all reasonable times to enter the Premises with or without workmen, tools and appliances to examine the state and condition thereof and any breaches of covenants.

     17.4 Payments by Tenant. Without prejudice to any other provision of this Sublease Agreement, Tenant covenants to pay to Landlord promptly as and when due without demand, deduction, set-off, or counterclaim whatsoever all sums due and payable by Tenant to Landlord pursuant to the provisions of this Sublease Agreement, and covenants not to exercise or seek to exercise any right or claim to withhold rent or any right or claim to legal or equitable set-off.

     17.5 Surrender of the Premises. Upon the expiration or sooner termination of this Sublease Agreement, Tenant shall vacate and surrender the Premises to Landlord in the same condition, ordinary wear and tear and damage from casualty or compulsory acquisition excepted, as existed at the Commencement Date, except Tenant shall remove any or all of (i) its personal property, (ii) Trade Fixtures, and (iii) Improvements (only if such removal was required in writing by Landlord at the time Landlord gave its consent to such installation), and repair all damage to the Premises caused by such removal. If such removal and other surrender obligations are not completed before the expiration or termination of the Sublease Term, Landlord shall have the right (but no obligation) to perform such obligations, and Tenant shall pay Landlord on demand for all costs (including removal and storage) incurred by Landlord in connection therewith, plus interest on all such costs incurred at the Agreed Interest Rate. Landlord shall also have the right to retain or dispose of all or any portion of Tenant’s personal property or Trade Fixtures if Tenant does not pay all such costs and retrieve the property within fifteen (15) days after notice from Landlord (in which event title to all such property described in Landlord’s notice shall be transferred to and vest in Landlord). Tenant waives all claims, demands and causes of action against Landlord for any damage or loss to Tenant resulting from Landlord’s removal, storage, retention, or disposition of any such property. Upon expiration or termination of this Sublease Agreement or of Tenant’s possession, whichever is earliest, Tenant shall surrender all keys to the Premises or any other part of the Premises and shall deliver to Landlord all keys for or make known to Landlord the combination of locks on all safes, cabinets and vaults that may be located in the Premises. Tenant’s obligations under this Section shall survive the expiration or termination of this Sublease Agreement.

     17.6 Holding Over. If Tenant holds over the Premises or any part thereof after expiration of the Sublease Term, such holding over shall be considered to be at sufferance only, at a Monthly Rent equal to one hundred fifty percent (150%) of the Monthly Rent in effect immediately prior to such holding over and shall otherwise be on all the other terms and conditions of this Sublease Agreement. This paragraph shall not be construed as Landlord’s

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permission for Tenant to hold over. Acceptance of rent by Landlord following expiration or termination shall not constitute a renewal of this Sublease Agreement or extension of the Sublease Term except as specifically set forth above.

     17.7 Notices to Let. Within six (6) months next before the expiration or earlier determination of the Sublease Term, Tenant shall permit Landlord or its agents to fix upon the Premises notices for reletting the Premises, and permit all persons authorized by Landlord or its agents to view without interruption the Premises at reasonable hours in connection with any such reletting.

     17.8 Estoppel Certificates. At all times during the Sublease Term, Tenant agrees, within fifteen (15) days after any written request by Landlord, promptly to execute and deliver to Landlord an estoppel certificate, (i) certifying that this Sublease Agreement is unmodified and in full force and effect, or if modified, stating the nature of such modification and certifying that this Sublease Agreement, as so modified, is in full force and effect, (ii) stating the date to which the rent and other charges are paid in advance, if any, (iii) acknowledging that there are not, to Tenant’s knowledge, any uncured defaults on the part of Landlord hereunder, or if there are uncured defaults, stating the nature of such uncured defaults, and (iv) certifying such other information about the Sublease Agreement as may be reasonably required by Landlord.

     17.9 Force Majeure. Any prevention, delay, or stoppage due to strikes, lockouts, inclement weather, labor disputes, inability to obtain labor, materials, fuels or reasonable substitutes therefor, governmental restrictions, regulations, controls, action or inaction, civil commotion, fire or other acts of God, and other causes beyond the reasonable control of either Party to perform shall excuse the performance by such Party, for a period equal to the period of any said prevention, delay, or stoppage, of any obligation hereunder.

     17.10 Notices . Any notice required or desired to be given regarding this Sublease Agreement shall be in writing and shall be personally served, or in lieu of personal service may be given by registered post or by nationally recognized overnight courier at the addresses for the Parties set forth in the “Sublease Summary” to this Sublease Agreement (or such other addresses as may be specified by a Party hereto giving notice of same to the other Party in accordance with this Section). Personally served notices shall be deemed to have been given when received by the Party, if served by prepaid registered post, such notice shall be deemed to have been given (i) on the seventh business day after such post, certified and postage prepaid, addressed to the Party to be served at the address set forth in the preceding sentence was posted, and (ii) in all other cases when actually received.

     17.11 Miscellaneous. Time is of the essence with respect to the performance of every provision of this Sublease Agreement in which time of performance is a factor. This Sublease Agreement shall, subject to Section 15 hereof, apply to and bind the respective heirs, successors, executors, administrators and assigns of Landlord and Tenant. Nothing in this Sublease Agreement is intended to confer personal liability upon the officers or shareholders of Tenant or Landlord. When a Party is required to do something by this Sublease Agreement, it shall do so at its sole cost and expense without right of reimbursement from the other Party unless specific provision is made therefor. All measurements of net lettable area shall be made from the outside faces of exterior walls and the centerline of joint partitions. Landlord makes no covenant or

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warranty as to the exact square footage of any area. Where a Party is obligated not to perform any act, such Party is also obligated to restrain any others within its control from performing said act, including agents, invitees, contractors, subcontractors and employees. Neither Party shall not become or be deemed a partner nor a joint venturer with the other Party by reason of the provisions of this Sublease Agreement. Any and all registration fees and out-of-pocket expenses in relation to this Sublease Agreement shall be borne equally by Tenant and Landlord.

     17.12 Legal Fees. Landlord and Tenant shall each bear their respective legal costs and expenses incurred in connection with the preparation and execution of this Sublease Agreement.

     17.13 Consents and Approvals. Wherever the consent or approval of HDB (or any relevant authority) is required for any matter, under this Sublease Agreement, and it is not specifically provided in this Agreement or the Head Lease that Tenant shall seek the prior consent or approval of HDB (or such relevant authority), Landlord shall obtain the necessary consent or approval of HDB (or such relevant authority) at its own cost and expense and shall keep Tenant promptly informed of its application for consent or approval of HDB and the outcome of such application.

     17.14 Termination by Exercise of Right. If this Sublease Agreement is terminated pursuant to its terms by the proper exercise of a right to terminate specifically granted to Landlord or Tenant by this Sublease Agreement, then this Sublease Agreement shall terminate thirty (30) days after the date the right to terminate is properly exercised (unless another date is specified in that part of the Sublease Agreement creating the right, in which event the date so specified for termination shall prevail), the rent and all other charges due hereunder shall be prorated as of the date of termination, and neither Landlord nor Tenant shall have any further rights or obligations under this Sublease Agreement except for those that have accrued prior to the date of termination or those obligations which this Sublease Agreement specifically provides are to survive termination. This Section 17.14 does not apply to a termination of this Sublease Agreement by Landlord as a result of a default by Tenant.

     17.15 Governing Law. This Sublease Agreement shall be construed and enforced in accordance with the laws of Singapore. In relation to any legal action or proceeding arising out of or in connection with this Sublease Agreement (“Proceedings”), the Parties hereby irrevocably submit to the non-exclusive jurisdiction of the courts of Singapore and waive any objection to Proceedings in any such court on the grounds of venue or on the grounds that the Proceedings have been brought in an inconvenient forum. Such submission shall not affect the right of any Party to take Proceedings in any other jurisdiction nor shall the taking of Proceedings in any jurisdiction preclude any Party from taking Proceedings in any other jurisdiction.

     17.16 Contracts (Rights of Third Parties Act (Cap. 53B). HDB shall be entitled to enforce its rights under Section 17.2. Save as aforesaid, a person who is not a Party to this Sublease Agreement has no right under the Contracts (Rights of Third Parties) Act (Cap. 53B) to enforce or enjoy the benefit of any term of this Sublease Agreement.

     17.17 Entire Agreement. This Sublease Agreement, together with the APA and the LATA, constitutes the entire agreement between the Parties with respect to the subject matter hereof. Each Party acknowledges that, except as provided in the APA and the LATA, there are

37

no binding agreements or representations between the Parties except as expressed or described herein or therein. No subsequent change or addition to this Sublease Agreement shall be binding unless in writing and signed by the Parties hereto.

     17.18 Landlord’s Representations and Warranties.

          17.18.1 Landlord hereby represents and warrants to Tenant as follows: (i) Landlord is a corporation duly organized and validly existing under the laws of Singapore and has full power and authority to own and let the Premises; (ii) Landlord has full corporate power and authority to execute and deliver this Sublease Agreement; (iii) the execution, delivery and performance by Landlord of this Sublease Agreement have been duly authorized by all corporate actions on the part of Landlord that are necessary to authorize the execution, delivery and performance by Landlord of this Sublease Agreement; and (iv) this Sublease Agreement has been duly executed and delivered by Landlord and, assuming due and valid authorization, execution and delivery hereof by Tenant, is a valid and binding obligation of Landlord, enforceable against Landlord in accordance with its terms except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws of general application affecting enforcement of creditors’ rights generally.

          17.18.2 EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS SUBLEASE AGREEMENT, THE LATA, OR THE APA, NEITHER LANDLORD NOR ANY OTHER PERSON OR ENTITY ACTING ON BEHALF OF LANDLORD, MAKES ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED. TO THE EXTENT ANY REPRESENTATION OR WARRANTIES HEREIN ARE INCONSISTENT WITH ANY REPRESENTATIONS OR WARRANTIES IN THE APA, THE APPLICABLE REPRESENTATIONS OR WARRANTIES IN THE APA SHALL CONTROL.

     17.19 Tenant’s Representations and Warranties.

          17.19.1 Tenant hereby represents and warrants to Landlord as follows: (i) Tenant is a corporation duly organized and validly existing under the laws of Singapore and has full power and authority to carry on its business as heretofore conducted; (ii) Tenant has full corporate power and authority to execute and deliver this Sublease Agreement; (iii) the execution, delivery and performance by Tenant of this Sublease Agreement have been duly authorized by all corporate actions on the part of Tenant that are necessary to authorize the execution, delivery and performance by Tenant of this Sublease Agreement; and (iv) this Sublease Agreement has been duly executed and delivered by Tenant and, assuming due and valid authorization, execution and delivery hereof by Landlord, is a valid and binding obligation of Tenant, enforceable against Tenant in accordance with its terms except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws of general application affecting enforcement of creditors’ rights generally.

          17.19.2 EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS SUBLEASE AGREEMENT, THE LATA, OR THE APA, NEITHER TENANT NOR ANY OTHER PERSON OR ENTITY ACTING ON BEHALF OF TENANT, MAKES ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, TO THE EXTENT ANY REPRESENTATION OR WARRANTIES HEREIN ARE INCONSISTENT

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WITH ANY REPRESENTATIONS OR WARRANTIES IN THE APA, THE APPLICABLE REPRESENTATIONS OR WARRANTIES IN THE APA SHALL CONTROL.

     17.20 Certain Taxes. If any stamp tax, goods and services tax, value added tax or any other like tax (collectively, “Tax”) is payable as a consequence of any supply made or deemed to be made or other matter or thing done under or in connection with this Sublease Agreement by any Party, it is the intent of the Parties that such Tax be borne equally by the Parties. In such event, the Party responsible under applicable law for the remittance of such Tax (the “Tax Payor”) shall timely remit to the relevant authority the full Tax amount then-owning. Upon presentation to the other Party (the “Tax Non-Payor”) of evidence of such Tax assessment and the corresponding remittance by the Tax Payor, the Tax Non-Payor shall promptly reimburse the Tax Payor for fifty percent (50%) of such Tax amount (but exclusive of any fine, penalty or interest paid or payable in connection therewith due to a default of the Tax Payor). The Parties agree to cooperate with each other in the provision of any information or preparation of any documentation that may be necessary or useful for obtaining any available mitigation, reduction, refund or exemption from Tax. The Tax Payor further covenants and agrees to use its reasonable efforts to obtain any available mitigation, reduction, refund or exemption from Tax and, upon receipt or recovery of any portion of the aforementioned Tax remittance, shall promptly pay to the Tax Non-Payor of fifty percent (50%) of such recovered amount. For the avoidance of doubt, the Parties agree that any sum payable or amount to be used in the calculation of a sum payable expressed elsewhere in this Agreement has been determined without regard to and does not include amounts to be added on under this clause on account of Tax.

     17.21 Conditional Execution. Notwithstanding the execution of this Sublease Agreement by Landlord and Tenant, the Parties agree that the effectiveness of this Agreement is conditional upon the occurrence of the Closing pursuant to the LATA. Upon satisfaction of the foregoing condition, this Sublease Agreement shall become operative. Prior to the Closing, Tenant shall have no obligations hereunder and the APA shall control the rights and obligations of the Parties with respect to the Premises.

     17.22 Rules of Interpretation.

          17.22.1 Whenever the words “include”, “includes” or “including” are used in this Sublease Agreement they shall be deemed to be followed by the words “without limitation.”

          17.22.2 The words “hereof’, “hereto”, herein” and “herewith” and words of similar import shall, unless otherwise stated, be construed to refer to this Sublease Agreement as a whole and not to any particular provision of this Sublease Agreement, and article, section, paragraph and exhibit references are to the articles, sections, paragraphs and exhibits of this Sublease Agreement unless otherwise specified.

          17.22.3 The meaning assigned to each term defined herein shall be equally applicable to both the singular and the plural forms of such term, and words denoting any gender shall include all genders. Where a word or phrase is defined herein, each of its other grammatical forms shall have a corresponding meaning.

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          17.22.4 A reference to any Party to this Sublease Agreement or any other agreement or document shall include such Party’s successors and permitted assigns.

          17.22.5 A reference to any legislation or to any provision of any legislation shall include any amendment to, and any modification or re-enactment thereof, any legislative provision substituted therefor and all regulations and statutory instruments issued thereunder or pursuant thereto.

          17.22.6 The Parties have participated jointly in the negotiation and drafting of this Sublease Agreement. In the event an ambiguity or question of intent or interpretation arises, this Sublease Agreement shall be construed as if drafted jointly by the Parties, and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provisions of this Sublease Agreement.

          17.22.7 Headings are for convenience only and do not affect the interpretation of the provisions of this Sublease Agreement.

          17.22.8 Any Exhibits attached hereto are incorporated herein by reference and shall be considered as part of this Sublease Agreement.

          17.22.9 The language in all parts of this Sublease Agreement shall in all cases be construed as a whole according to its fair meaning, and not strictly for or against either Landlord or Tenant.

          17.22.10 If any term, condition, stipulation, provision, covenant or undertaking of this Sublease Agreement is or may become under any written Law, or is found by any court or administrative body of competent jurisdiction to be, illegal, void, invalid, prohibited or unenforceable then: (i) such term, condition, stipulation, provision, covenant or undertaking shall be ineffective to the extent of such illegality, voidness, invalidity, prohibition or unenforceability; (ii) the remaining terms, conditions, stipulations, provisions, covenants or undertaking of this Sublease Agreement shall remain in full force and effect; and (iii) the Parties shall use their respective best endeavors to negotiate and agree a substitute term, condition, stipulation, provision, covenant or undertaking which is valid and enforceable and achieves to the greatest extent possible the economic, legal and commercial objectives of such illegal, void, invalid, prohibited or unenforceable term, condition, stipulation, provision, covenant or undertaking.

     17.23 Quiet Enjoyment. Landlord shall ensure that Tenant has the right to quietly enjoy the Premises and the rights granted under this Agreement, without hindrance, molestation or interruption during the Sublease Term, subject to the terms and conditions of this Sublease Agreement.

     17.24 Landlord Insolvency. In the event that Landlord becomes insolvent or is being wound-up or under receivership, it is the intention of the Parties that the receiver or the liquidator shall manage Landlord’s property subject to this Agreement.

     17.25 Counterparts. The parties may execute this Agreement in multiple counterparts, each of which constitutes an original as against the party that signed it, and all of which together

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constitute one agreement. This Agreement is effective upon delivery of one executed counterpart from each party to the other party. The signatures of all parties need not appear on the same counterpart. The delivery of signed counterparts by facsimile or email transmission which includes a copy of the sending party’s signature(s) is as effective as signing and delivering the counterpart in person.

[Signature page follows]

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     IN WITNESS WHEREOF, Landlord and Tenant have executed this Sublease Agreement with the intent to be legally bound thereby, to be effective as of the Effective Date.

“Landlord”		“Tenant”
AGILENT TEOLOGIES SINGAPORE PTE LTD, a Singapore company		AVAGO TECHNOLOGIES MANUFACTURING (SINGAPORE) PTE. LTD., a company organized under the laws of Singapore
By:	/s/ Gooi Soon Chai	By:	/s/ Kenneth Y. Hao
Name:	GOOI SOON CHAI	Name:	Kenneth Y. Hao
Title:	PRESIDENT OF AGILENT	Title:	Director
	MALAYSIA & SINGAPORE

SIGNATURE PAGE — SUBLEASE AGREEMENT (YISHUN, SINGAPORE)

EX-10.10 50 f23597orexv10w10.htm EXHIBIT 10.10

Exhibit 10.10

Lease Agreement (Building 90)

by and between

Agilent Technologies, Inc.,

a Delaware corporation (“Landlord”)

and

Avago Technologies U.S. Inc.

a Delaware corporation (“Tenant”)

LEASE SUMMARY

Lease Date:	12/1/05
Landlord:	Agilent Technologies, Inc., a Delaware corporation
Tenant:	Avago Technologies U.S. Inc., a Delaware corporation
Contact (Landlord):	MacMunnis, Inc Attn Agilent Technologies Inc. 1840 Oak Street Ste #300 Evanston, IL 60201
Contact (Tenant):
Premises:	Those certain premises deemed to contain approximately (a) 42,861 rentable square feet of space in the basement, (b) 64,497 rentable square feet of space on the first floor and (c) 76,059 rentable square feet of space on the second floor, consisting of a portion of the building commonly known as Building 90 and located at 350/370 W. Trimble Road, San Jose, California, as more particularly described on Exhibit A.
Project:	That certain real estate project of which the Premises are a part, as more particularly described on Exhibit A.
Lease Term (Section 1.13):	The period of time commencing on the Commencement Date (as defined in the Lease) and ending at midnight on the Expiration Date (as defined in the Lease), unless sooner terminated as provided in the Lease.
Monthly Base Rent:	The monthly base rent payable by Tenant pursuant to Section 3.1 of the Lease.
Permitted Use:	General office use, and for development, design and distribution of semi-conductor products and materials, in accordance with applicable Laws and Private Restrictions; and no other use.
Tenant’s Share:	40.48% for the Project
Address for Notices:	To Landlord
(Section 16.8)	Agilent Technologies, Inc
	10 North Martingale Rd., Suite 550,
	Schaumberg, Illinois
	Attn: Real Estate Department
	To Tenant
	At the Premises
	Attn:

     The provisions of the Lease identified above in parentheses are those provisions making reference to the above-described Lease terms. In the event of any conflict between this Lease Summary and the Lease, the Lease shall control.

LANDLORD:	TENANT:
AGILENT TECHNOLOGIES, INC., a	AVAGO TECHNOLOGIES U.S. INC., a
Delaware corporation	Delaware corporation
By:	By:
Printed	Printed
Name:	Name:
Title:	Title:

Table of Contents

		Page
1.	DEFINITIONS		1
2.	DEMISE AND ACCEPTANCE		4
3.	RENT		5
4.	USE OF PREMISES		6
5.	TRADE FIXTURES AND LEASEHOLD IMPROVEMENTS		8
6.	REPAIR AND MAINTENANCE		9
7.	UTILITIES		11
8.	OPERATING EXPENSES		12
9.	INSURANCE		15
10.	LIMITATION ON LANDLORD’S LIABILITY AND INDEMNITY		16
11.	DAMAGE TO PREMISES		18
12.	CONDEMNATION		19
13.	DEFAULTS AND REMEDIES		20
14.	ASSIGNMENT AND SUBLETTING		24
15.	WASTE DISPOSAL AND HAZARDOUS SUBSTANCES		27
16.	GENERAL PROVISIONS		35

EXHIBITS

Exhibit A — Description of Premises and Project

Exhibit B — Hazardous Substances Questionnaire

Exhibit C — Rules and Regulations

Exhibit D — Services Provided by Tenant

i

LEASE AGREEMENT

          THIS LEASE AGREEMENT, dated December 1, 2005, for reference purposes only, is made by and between AGILENT TECHNOLOGIES, INC., a Delaware corporation (“Landlord”), and AVAGO TECHNOLOGIES U.S. INC., a Delaware corporation (“Tenant”).

1.	DEFINITIONS: Any term that is given a special meaning by this Article 1 or by any other provision of this Lease (including the exhibits attached hereto) shall have such meaning when used in this Lease or any addendum or amendment hereto.
1.1	Additional Rent: “Additional Rent” is defined in Section 3.2.
1.2	Agreed Interest Rate: “Agreed Interest Rate” means that interest rate determined as of the time it is to be applied that is equal to the lesser of (i) two percent (2%) plus the “prime rate” reported in the Wall Street Journal as published closest prior to the date when due, or (ii) the maximum interest rate permitted by law.
1.3	Asbestos: “Asbestos” is defined in Section 15.1.1.
1.4	Asbestos-Containing Construction Materials: “Asbestos-Containing Construction Materials” is defined in Section 15.1.2.
1.5	Asbestos-Containing Materials: “Asbestos-Containing Materials” is defined in Section 15.1.3.
1.6	Building 91 Lease: “Building 91 Lease” means that certain Lease Agreement of even date herewith by and between Landlord and Tenant for certain premises located within the building commonly known as Building 91 located within the Project.
1.7	Commencement Date: “Commencement Date” means the date on which the “Closing” as defined in that certain Asset Purchase Agreement dated as of August 14, 2005 between Agilent Technologies, Inc. and Argos Acquisition PTE. Ltd. shall have occurred. The parties shall confirm the Commencement Date in writing and such confirmation shall be evidence of the Commencement Date without the necessity of reference to any other agreement.
1.8	Common Area: “Common Area” means all areas and facilities within the Project that are not designated by Landlord for the exclusive use of Tenant or Landlord or any other tenant or other occupant of the Project, including, without limitation, the parking areas, access and perimeter roads, pedestrian sidewalks, trash enclosures, and the cafeteria, as more particularly described on Exhibit A.
1.9	Contractor: “Contractor” shall have the meaning set forth in the SLA.
1.10	[omitted]

1.11	Effective Date: “Effective Date” means the date the last signatory to this Lease whose execution is required to make it binding on the parties hereto has executed this Lease, as such dates are reflected on the signature pages hereto.
1.12	Environmental Condition: “Environmental Condition” is defined in Section 15.1.4.
1.13	Environmental Damages: “Environmental Damages” is defined in Section 15.1.5.
1.14	Environmental Laws: “Environmental Laws” is defined in Section 15.1.6.
1.15	Expiration Date: “Expiration Date” means such date that is three (3) years following the Commencement Date, or the date upon which this Lease is sooner terminated pursuant to its terms.
1.16	Handle: “Handle” is defined in Section 15.1.7.
1.17	Hazardous Substances: “Hazardous Substances” is defined in Section 15.1.8.
1.18	Landlord: “Landlord” means Agilent Technologies, Inc., a Delaware corporation.
1.19	Law: “Law” means any present or future judicial decision, statute, or constitution, and any ordinance, resolution, regulation, rule, administrative order, Permit, standard, mandatory directive, binding notice, or other requirement of any local, state, federal, or other government agency or authority (including quasi-official entities such as a board of fire examiners, public utility or special district) having jurisdiction over the parties to this Lease or the Project or any Permitted Use.
1.20	Lease: “Lease” means this printed lease, and all exhibits attached hereto, as the same may be amended in accordance with this Lease from time to time; all of which are attached hereto and incorporated herein by this reference.
1.21	Lease Term: “Lease Term” shall be for a period of time commencing on the Commencement Date and ending at midnight on the Expiration Date, unless sooner terminated as provided herein.
1.22	Leasehold Improvements: “Leasehold Improvements” means all improvements, additions, alterations, and fixtures installed in the Premises after the Commencement Date by Tenant or at Tenant’s request and expense that are not Trade Fixtures.
1.23	Lender: “Lender” means any beneficiary, mortgagee, secured party, or other holder of any deed of trust, mortgage or other written security device or agreement affecting the Premises, and the note or other obligations secured by it.
1.24	Monthly Base Rent: “Monthly Base Rent” means the monthly rent payable by Tenant pursuant to Section 3.1.
1.25	Operating Expenses: “Operating Expenses” is defined in Section 8.1.

2

1.26	Permit: “Permit” is defined in Section 15.1.9.
1.27	Preexisting Hazardous Substances: “Preexisting Hazardous Substances” is defined in Section 15.1.10.
1.28	Permitted Use: “Permitted Use” means the use of the Premises for general office use, and for development, design and distribution of semi-conductor products and materials, in accordance with applicable Laws and Private Restrictions; and no other use. The Permitted Use may be modified only with the consent of the Landlord, which consent may be withheld in Landlord’s sole and absolute discretion.
1.29	Premises: “Premises” means those certain premises deemed to contain approximately (a) 42,861 rentable square feet of space in the basement, (b) 64,497 rentable square feet of space on the first floor and (c) 76,059 rentable square feet of space on the second floor, consisting of a portion of the building commonly known as, consisting of a portion of the building commonly known as Building 90 and located at 350/370 W. Trimble Road, San Jose, California, as more particularly described on Exhibit A attached hereto and made a part hereof.
1.30	Private Restrictions: “Private Restrictions” means all covenants, conditions and restrictions, private agreements, reciprocal easement agreements and any other recorded instruments (herein “encumbrances”) affecting the use of the Premises as of the Effective Date, and all encumbrances so recorded after the Effective Date which do not materially interfere with or preclude under the terms of this Lease Tenant’s then existing use of the Premises or, alternatively, which are approved by Tenant, which approval shall not be unreasonably withheld or delayed. Nothing herein shall be deemed to require Tenant’s consent to any encumbrance of the Premises; provided, that it does not affect the ability of Tenant to continue its then current use hereunder.
1.31	Project: “Project” means that certain real estate project consisting of two (2) primary buildings and other ancillary improvements (which in the aggregate are deemed to contain 453,107 rentable square feet) of which the Premises are a part, as more particularly described on Exhibit A attached hereto and made a part hereof.
1.32	Property: “Property” is defined in Section 15.1.11.
1.33	Release: “Release” is defined in Section 15.1.12.
1.34	Rent: “Rent” is defined in Section 3.3.
1.35	Rules and Regulations: “Rules and Regulations” is defined in Section 4.6.
1.36	Security Instruments: “Security Instruments” is defined in Section 16.4.
1.37	Service Failure: “Service Failure” is defined in Section 7.2.
1.38	SLA: “SLA” is defined as that certain Service Level Agreement dated as of the date hereof by and between Landlord as the “Company” thereunder, LumiLeds Lighting, as

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“Contractor” thereunder and Tenant (which by its terms will be assigned from Landlord to Tenant upon the commencement of this Lease).

1.39	Intentionally Omitted.
1.40	Tenant: “Tenant” means Avago Technologies U.S. Inc., a Delaware corporation.
1.41	Tenant’s Agents: “Tenant’s Agents” means the agents, employees, contractors, invitees, subtenants and assigns (and their respective agents, employees, contractors and invitees) of Tenant.
1.42	Tenant’s Minimum Liability Insurance Coverage: “Tenant’s Minimum Liability Insurance Coverage” means a minimum limit of Ten Million Dollars (US$10,000,000.00) per occurrence.
1.43	Tenant’s Non-Exclusive Parking Area: The term “Tenant’s Non-exclusive Parking Area” is defined in Section 4.7.
1.44	Tenant’s Share: “Tenant’s Share” in connection with the Operating Expenses for the Project means the percentage obtained by dividing the gross rentable square footage of the Premises (183,417 sq. ft.) by the gross rentable square footage of the Project (453,107 sq. ft.), which is deemed to be 40.48%.
1.45	Trade Fixtures: “Trade Fixtures” means (i) Tenant’s furniture, and business equipment, and (ii) anything affixed to the Premises by Tenant at its expense for purposes of trade, manufacture, ornament or domestic use (except replacement of similar work or material originally installed by Landlord) which can be removed without material injury to the Premises, unless such thing has, by the manner in which it is affixed, become an integral part of the Premises. Such affixed items which are an integral part of the Premises shall not constitute Trade Fixtures. Notwithstanding the foregoing, all of Tenant’s signs shall be deemed Trade Fixtures, in each case regardless of how affixed to the Premises or Common Area.
2.	DEMISE AND ACCEPTANCE: Landlord hereby leases to Tenant, and Tenant leases from Landlord, for the Lease Term upon the terms and conditions of this Lease, the Premises for Tenant’s own use in the conduct of Tenant’s business together with the non-exclusive right to use the Common Area, including, without limitation, the non-exclusive right to use up to five hundred (550) parking stalls within the portion of the Common Area (subject to the limitations set forth in Section 4.7) described on Exhibit A attached hereto and incorporated herein. Landlord reserves for its exclusive use all areas in the Project other than the Common Areas and the Premises, as well as the exterior walls, the roof and the area beneath and above the Premises, and Landlord reserves the right to install, maintain, use, and replace ducts, wires, conduits and pipes leading through the Premises, provided that in its exercise of such rights, Landlord shall use reasonable efforts to minimize interference with Tenant’s access to and use of the Premises and disruption of Tenant’s business. By taking possession of the Premises, Tenant shall be conclusively deemed to have accepted the Premises in their then existing condition as of the Commencement Date, “AS-IS, WITH ALL FAULTS.”

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Tenant acknowledges and agrees that Landlord has made no representations or warranties to Tenant, express or implied, with respect to the Premises, whatsoever, including, without limitation, any representation or warranty as to the suitability of the Premises for Tenant’s intended use.

2.1	No Option to Extend: Tenant shall have no option to extend the Lease Term.
3.	RENT:
3.1	Monthly Base Rent: Commencing on the Commencement Date and continuing on the first day of each month throughout the Lease Term, Tenant shall pay Landlord without offset, deduction or prior notice, $141,076.71 as base rent for the Premises (“Monthly Base Rent”).
3.2	Additional Rent: Commencing on the Commencement Date and continuing throughout the Lease Term, Tenant shall pay the following as additional rent (the “Additional Rent”): (i) any late charges or interest due Landlord pursuant to Section 3.4; (ii) Tenant’s Share of Operating Expenses as provided in Section 8.1; and (iii) any other charges due Landlord pursuant to this Lease.
3.3	Payment of Rent: All Monthly Base Rent and Additional Rent (collectively, “Rent”) and any other amounts required to be paid in monthly installments shall be paid in advance on the first day of each calendar month during the Lease Term. All amounts due hereunder shall be paid in lawful money of the United States, without any abatement (except as otherwise provided in Sections 6.2, 7.2, 11.3 and 12.2 in the event of a Material Impairment (as defined below), Service Failure (as defined below), damage to the Premises or condemnation, respectively), deduction or offset whatsoever and without any prior demand therefor (unless otherwise expressly provided herein). Rent shall be paid directly to Landlord at the following address: MacMunnis Inc./Agilent, 1840 Oak Avenue, Suite 300, Evanston, Illinois 60201, or such other address as may be designated in writing by Landlord. Tenant’s obligation to pay Monthly Base Rent and Tenant’s Share of Operating Expenses shall be prorated for any partial month based on a thirty (30) day month. As used herein, the word “month” shall mean a period beginning on the first (1st) day of a month and ending on the last day of that month.
3.4	Late Charge and Interest on Rent in Default: Tenant acknowledges that the late payment by Tenant of any monthly installment of Monthly Base Rent or any Additional Rent will cause Landlord to incur certain costs and expenses not contemplated under this Lease, the exact amount of which are extremely difficult or impractical to fix. Such costs and expenses will include, without limitation, administration and collection costs and processing and accounting expenses. If any such Monthly or Additional Rent is not received by Landlord from Tenant within three (3) days after the delinquent amount became due, Tenant shall immediately pay to Landlord a late charge equal to two thousand five hundred dollars ($2,500), except that there shall be no such penalty for the first such occurrence in the first lease year. Landlord and Tenant agree that this late charge represents a reasonable estimate of such costs and expenses and is fair

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compensation to Landlord for its loss suffered by Tenant’s failure to make timely payment. In no event shall this provision for a late charge be deemed to grant to Tenant a grace period or extension of time within which to pay any rent or prevent Landlord from exercising any right or remedy available to Landlord upon Tenant’s failure to pay any rent due under this Lease in a timely fashion, including the right to terminate this Lease. If any amount due hereunder is not paid on or before the third (3rd) day following the due date, then, without prejudice to any of Landlord’s other rights and remedies and in addition to such late charge, Tenant shall pay to Landlord interest on the delinquent amount at the Agreed Interest Rate from the date such amount became due until paid.

4.	USE OF PREMISES:
4.1	Limitation on Type: Tenant shall use the Premises solely for the Permitted Use and for no other purpose. Tenant shall not do or permit anything to be done in or about the Premises that will (i) cause structural injury to the Premises or Project, (ii) cause damage to any part of the Premises or Project, or (iii) violate, or cause Landlord to be in violation of any Laws or Private Restrictions. Tenant shall not operate any equipment within the Premises that will (iv) injure, vibrate or shake the Premises or Project, (v) overload existing electrical systems or other mechanical equipment servicing the Premises or Project, (vi) impair the efficient operation of the sprinkler system or the heating, ventilating or air conditioning (“HVAC”) equipment within or servicing the Premises or Project, or (vii) damage, overload, or corrode the plumbing or sanitary sewer system. Tenant shall not attach, hang or suspend anything from the ceiling, roof, walls or columns of the Premises or set any load on the floor in excess of the load limits for which such items are designed nor operate hard wheel forklifts within the Premises. Tenant’s use of the Premises shall not (viii) create a fire or health hazard. Tenant shall not commit nor permit to be committed any waste in or about the Premises or Project, and Tenant shall keep the Premises in a neat, clean, attractive and orderly condition, free of any objectionable noises, odors, dust or nuisances.
4.2	Compliance with Laws and Private Restrictions: Tenant’s lease of the Premises shall be subject to (i) all Laws and (ii) all Private Restrictions, easements and other matters of public record. Tenant shall not use or permit any person to use the Premises in any manner which violates any Laws, Private Restrictions, easements and other matters of public record. Tenant shall abide by and promptly observe and comply with all Laws and Private Restrictions.
4.3	Insurance Requirements: Tenant shall not use or permit any person to use the Premises in any manner which will cause the existing rate of insurance upon the Premises, or any of its contents, to be increased (unless Tenant pays the increase upon demand) or cause a cancellation of any insurance policy covering the Premises. Tenant shall not sell, or permit to be kept, used, or sold in or about the Premises any article which may be prohibited by the standard form of fire insurance policy.

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4.4	Outside Areas: No materials, supplies, tanks or containers, equipment, finished products or semi-finished products, raw materials, inoperable vehicles or articles of any nature shall be stored upon or permitted to remain outside of the Premises.
4.5	Signs: Tenant shall not place on any portion of the Premises any sign, placard, lettering in or on windows, banners, displays, or other advertising or communicative material which is visible from the exterior of the Premises without the prior written approval of Landlord (such approval not to be unreasonably withheld or delayed). All such approved signs shall strictly conform to all Laws and Private restrictions and shall be installed at the expense of Tenant. If Landlord so elects, Tenant shall, at the expiration or sooner termination of this Lease, remove all signs installed by it and repair any damage caused by such removal. Tenant shall at all times maintain such signs in good condition and repair. Notwithstanding the foregoing, Tenant shall be entitled to 35% of the signage currently located throughout the Project (including without limitation signage at the exterior perimeter, driveways and roads, on buildings and directional signage).
4.6	Rules and Regulations: Tenant shall observe and comply with the Rules and Regulations attached to this Lease as Exhibit C attached hereto and made a part hereof (the “Rules and Regulations”). Landlord may from time to time modify the Rules and Regulations and promulgate additional reasonable and nondiscriminatory rules and regulations applicable to all occupants of the Project for the care and orderly management of the Project and the safety of its tenants and invitees. Such modified or additional rules and regulations shall be binding upon Tenant upon delivery of a copy thereof to Tenant, and Tenant agrees to abide by such Rules and Regulations. If there is a conflict between the Rules and Regulations and any of the other provisions of this Lease, the other provisions of this Lease shall prevail. Landlord shall not be responsible for, or subject to any liability as a result of, the violation by Tenant or any other person of any such Rules and Regulations.
4.7	Parking: Tenant, as Tenant hereunder and under the Building 91 Lease, is allocated and shall have the non-exclusive right to use 550 parking spaces at the Project in the parking areas serving the Premises described on Exhibit A hereto (referred to in this Lease as “Tenant’s Non-Exclusive Parking Area”) for its use and the use of Tenant’s Agents. Tenant shall not at any time use more parking spaces than the number so allocated to Tenant or park its vehicles or the vehicles of others in any portion of the Project outside of the Tenant’s Non-Exclusive Parking Area or in any portion which is designated by Landlord as an exclusive parking area. Tenant shall not have the exclusive right to use any specific parking space. If Landlord grants to any person or other tenant or subtenant the exclusive right to use any particular parking space(s), Tenant shall not use such spaces. Landlord reserves the right, after having given Tenant reasonable notice, to have any vehicles owned by Tenant or Tenant’s Agents utilizing parking spaces in excess of the parking spaces allowed for Tenant’s use or in any portion of the Project outside of Tenant’s Non-Exclusive Parking Area, to be towed away at Tenant’s cost. All trucks and delivery vehicles shall be (i) parked at the rear of the Premises; (ii) loaded and unloaded in a manner which does not interfere with the businesses of Landlord or other occupants of the Project; and (iii) permitted to remain on the Project

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only so long as is reasonably necessary to complete loading and unloading. In the event Landlord elects or is required by any Law to limit or control parking in the Project, whether by validation of parking tickets or any other method of assessment, Tenant agrees to participate in such validation or assessment program under such reasonable rules and regulations as are from time to time established by Landlord, and which shall be non-discriminatory among all occupants of the Project.

4.8	Auctions: Tenant shall not conduct or permit to be conducted on any portion of the Premises or Project any sale of any kind, including (i) any public or private auction, fire sale, going-out-of-business sale, distress sale, or other liquidation sale, or (ii) any so-called “flea market,” open-air market, or any other similar activity.
4.9	Quiet Enjoyment: So long as Tenant timely pays the Rent and timely performs all of its obligations hereunder, Landlord shall not disturb Tenant’s quiet possession of the Premises during the Lease Term, subject to the terms of this Lease.
5.	TRADE FIXTURES AND LEASEHOLD IMPROVEMENTS:
5.1	Trade Fixtures: Throughout the Lease Term, Tenant shall provide, install, and maintain in good condition all Trade Fixtures required in the conduct of its business in the Premises. All Trade Fixtures shall remain Tenant’s property.
5.2	Leasehold improvements: Tenant shall not construct any Leasehold Improvements or otherwise alter the Premises or Project without Landlord’s prior written approval and not until Landlord shall have first approved the plans and specifications therefor (in each case not to be unreasonably withheld or delayed). In no event shall Tenant make any alterations to the Premises or Project which could affect the structural integrity or the exterior design of the Premises or Project. All such approved Leasehold Improvements shall be installed by Tenant at Tenant’s expense using a licensed contractor first reasonably approved by Landlord in substantial compliance with the approved plans and specifications therefor. All construction undertaken by Tenant shall be done in accordance with all Laws and in a good and workmanlike manner using new materials of good quality. Tenant shall not commence construction of any Leasehold Improvements until (i) all required governmental approvals and permits shall have been obtained and copies of same have been provided to Landlord, (ii) all requirements regarding insurance imposed by this Lease have been satisfied, (iii) Tenant shall have given Landlord at least ten (10) days prior written notice of its intention to commence such construction, and (iv) if requested by Landlord in its reasonable discretion, Tenant shall have obtained or caused its general contractor to obtain contingent liability and broad form builders risk insurance and/or completion and performance bonds in an amount reasonably satisfactory to Landlord. Tenant shall pay to Landlord a fee of 3 percent (3%) of the total cost of design and construction of such work for Landlord’s services in protecting the Premises and shall reimburse Landlord for all expenses incurred by Landlord in connection with the review, approval and supervision of any Leasehold Improvements made by Tenant. All Leasehold Improvements shall remain the property of Tenant during the Lease Term, but shall not be damaged, altered, or removed from the Premises. At the expiration or sooner termination of the Lease Term,

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all Leasehold Improvements shall be removed from the Premises in accordance with the provisions of Section 16.2.

5.3	Alterations Required by Law: Tenant shall make any alteration, addition or change of any sort to the Premises or Project that is required by any Law because of (i) Tenant’s particular use or change of the Project; (ii) Tenant’s application for any permit or governmental approval; or (iii) Tenant’s construction or installation of any Leasehold Improvements or Trade Fixtures. Any other alteration, addition, or change required by Law that is not the responsibility of Tenant pursuant to the foregoing shall be made by Landlord, subject to Landlord’s right to reimbursement from Tenant as an Operating Expense.
5.4	Liens: Tenant shall keep the Premises and Project free from any liens and shall pay when due all bills arising out of any work performed, materials furnished, or obligations incurred by Tenant or any of Tenant’s Agents relating to the Premises or Project. If any claim of lien is recorded, Tenant shall bond against or discharge the same within fifteen (15) days after notice that the same has been recorded against the Premises. Should any lien be filed against the Premises or any action commenced affecting title to the Premises, the party receiving notice of such lien or action shall immediately give the other party written notice thereof.
6.	REPAIR AND MAINTENANCE:
6.1	Tenant’s Obligation to Maintain: Except as otherwise provided in Sections 6.2, 11.1, and 12.3, Tenant shall, at its sole cost, keep and maintain the Premises in good order, condition and repair, and shall require Contractor to perform the services for the Premises required under the SLA. Additionally, Tenant shall, at its sole cost, perform the services and other obligations set forth on Exhibit D.
6.1.1	All repairs and replacements required of Tenant shall be promptly made with new materials of like kind and quality. If the work affects the structural parts of the Premises or if the estimated cost of any item of repair or replacement is in excess of the Five Thousand Dollars ($5,000.00), then Tenant shall first obtain Landlord’s written approval of the scope of the work, plans therefor, materials to be used, and the contractor (such approval not to be unreasonably withheld or delayed).
6.2	Landlord’s Obligation to Maintain: Landlord shall repair and maintain (i) the roof (including the roof membrane) and the other structural components of the Project (including without limitation, the footings, the foundation, the structural floor, and the load bearing walls of the Premises and the Project), and (ii) major parking lot repair and all striping in connection with the parking lot. It is an express condition precedent to of Landlord’s obligations to repair and maintain the Premises that Tenant shall have first notified Landlord in writing of the need for such repairs and maintenance. Notwithstanding the foregoing, Landlord shall not be responsible for repairs required by an accident, fire or other peril, or for damage caused to any part of the Project or the Premises, in each case to the extent caused by any act or omission of Tenant or Tenant’s Agents, except as otherwise required by Article 11. Landlord may engage contractors

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of its choice to perform the obligations required of it by this Article, and the necessity of any expenditure to perform such obligations shall be at the sole discretion of Landlord.

In the event that the Premises or a material portion of the Premises are rendered inaccessible or unusable for the Permitted Use by reason of Landlord’s breach of its obligations under this Section 6.2 (a “Material Impairment”), and such Material Impairment continues for five (5) consecutive business days after written notice thereof is received by Landlord and such Material Impairment is not caused by an event of force majeure (as described in Section 16.7), a casualty, a failure on the part of a public utility, or by any act or omission of Tenant, its agents, employees or contractors, Tenant shall be entitled to an abatement of Base Rent and Additional Rent in proportion to the extent to which breach causes such Material Impairment, with such abatement to begin on the sixth (6th) business day after written notice to Landlord of such Material Impairment and continuing until such Material impairment has been cured.

6.3

Control of Common Area: Landlord shall at all times have exclusive control of the Common Area. Landlord shall have the right, without the same constituting an actual or constructive eviction and without entitling Tenant to any abatement of Rent, to: (i) close any part of the Common Area to whatever extent required in the reasonable opinion of Landlord’s counsel to prevent a dedication thereof or the accrual of any prescriptive rights therein; (ii) temporarily close the Common Area to perform maintenance or for any other reason reasonably deemed sufficient by Landlord; (iii) change the shape, size, location and extent of the Common Area (provided, that the Common Areas will continue to adequately serve the same purposes as immediately prior to such change); (iv) eliminate from or add to the Project any land or improvement, including multi-deck parking structures (provided, that the Common Areas and Premises will continue to adequately serve the same purposes as immediately prior to such change); (v) make changes to the Common Area including, without limitation, changes in the location of driveways, entrances, passageways, doors and doorways, elevators, stairs, restrooms, exits, parking spaces, parking areas, sidewalks or the direction of the flow of traffic and the site of the Common Area (provided, that the Common Areas will continue to adequately serve the same purposes as immediately prior to such change); (vi) remove unauthorized persons from the Project; or (vii) change the name of the Premises or Project. Tenant shall keep the Common Area clear of all obstructions created or permitted by Tenant. If in the reasonable opinion of Landlord unauthorized persons are using any of the Common Area by reason of the presence of Tenant in the Premises, Tenant, upon demand of Landlord, shall restrain such unauthorized use by appropriate proceedings. In exercising any such rights regarding the Common Area, Landlord shall make a reasonable effort to minimize any disruption to Tenant’s business. Landlord shall have no obligation to provide guard services or other security measures for the benefit of the Project. Tenant assumes all responsibility for the protection of Tenant and Tenant’s Agents from acts of third parties; provided, however, that nothing contained herein shall prevent Landlord, at its sole option, from providing security measures for the Project. In the event Landlord elects to remodel or construct improvements upon any part of the Common Area located outside of the Premises, Tenant will cooperate with such remodeling or

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construction, including Tenant’s tolerating temporary and reasonable inconveniences in order to facilitate such remodeling or construction.

7.	UTILITIES:
7.1	Utilities: Tenant acknowledges that all utilities, other than as set forth on Exhibit D, are to be provided as set forth in the SLA.
7.2	Compliance with Governmental Regulations: Landlord and Tenant shall comply with all rules, regulations and requirements promulgated by national, state or local governmental agencies or utility suppliers concerning the use of utility services, including any rationing, limitation or other control. Landlord may voluntarily cooperate in a reasonable manner with the efforts of all governmental agencies or utility suppliers in reducing energy or other resources consumption. Tenant shall not be entitled to terminate this Lease nor to any abatement in rent by reason of such compliance or cooperation, provided that any such voluntary compliance or cooperation does not have a material adverse impact on Tenant’s operations in the Premises. Tenant agrees at all times to cooperate fully with Landlord and Contractor and to abide by all reasonable rules, regulations and requirements which Landlord or Contractor may prescribe in order to maximize the efficient operation of the HVAC system and all other utility systems provided to the Premises, including those provided by Contractor under the SLA; provided, that such do not have an adverse impact on Tenant’s operations in the Premises. In the event of an interruption in or failure or inability by Landlord or Contractor to provide any and all utilities to the Premises as contemplated hereunder or under the SLA, for any reason (a “Service Failure”), such Service Failure shall not, regardless of its duration, impose upon Landlord any liability whatsoever, constitute an eviction of Tenant, constructive or otherwise, entitle Tenant to an abatement of Rent, except as otherwise set forth in this Section 7.2, or to terminate this Lease or otherwise release Tenant from any of Tenant’s obligations under this Lease. Tenant hereby waives any benefits of any applicable existing or future Law, including the provisions of California Civil Code Section 1932(1), permitting the termination of this Lease due to such interruption, failure or inability.
	In the case of any failure by Landlord to provide any utilities to the Premises hereunder, other than those services to be provided by Contractor under the SLA, Landlord shall take commercially reasonable steps to restore the interrupted utilities or services as soon as practicable upon written notice thereof from Tenant. Notwithstanding the foregoing, if a Service Failure continues for five (5) consecutive business days after written notice thereof is received by Landlord and such failure is not caused by an event of force majeure (as described in Section 16.7), a casualty, a failure on the part of a public utility, or by any act or omission of Tenant, its agents, employees or contractors. Tenant shall be entitled to an abatement of Base Rent and Additional Rent in proportion to the extent to which the failure prevents Tenant from using the Premises for Tenant’s normal purposes, with such abatement to begin on the sixth (6th) business day after written notice to Landlord of such occurrence and continuing until such failure has been cured.

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8.	OPERATING EXPENSES:
8.1	Tenant’s Obligation to Reimburse: As Additional Rent, Tenant shall pay Tenant’s Share of all Operating Expenses for the Project (as defined in Section 8.2 hereof, also referred to as “Operating Expenses”). Tenant shall pay such share of the actual Operating Expenses incurred or paid by Landlord but not theretofore billed to Tennant within thirty (30) days after receipt of a written bill therefor from Landlord, on such periodic basis as Landlord shall designate, but in no event more frequently than once a month. Alternatively, Landlord may from time to time require that Tenant pay Tenant’s Share of Operating Expenses in advance in estimated monthly installments, in accordance with the following procedure: (i) Landlord shall deliver to Tenant Landlord’s reasonable estimate of the Operating Expenses it anticipates will be paid or incurred for the Landlord’s fiscal year in question; (ii) during such Landlord’s fiscal year Tenant shall pay such share of the estimated Operating Expenses in advance in monthly installments as required by Landlord due with the installments of Monthly Base Rent; and (iii) as soon after the end of Landlord’s fiscal year as is reasonably practicable, Landlord shall furnish to Tenant a statement in reasonable detail of the actual Operating Expenses paid or incurred by Landlord during the just ended Landlord’s fiscal year and thereupon there shall be an adjustment between Landlord and Tenant, with payment to Landlord or credit by Landlord against the next installment of Monthly Base Rent, as the case may require, within thirty (30) days after delivery by Landlord to Tenant of said statement so that Landlord shall receive the entire amount of Tenant’s Share of all Operating Expenses for such Landlord’s fiscal year and no more. If at any time during a calendar year the Project is not at least 95% occupied or Landlord is not supplying services to at least 95% of the total rentable square footage of the Project, Operating Expenses for the Project that vary based on occupancy shall, at Landlord’s option, be determined as if the Project had been 95% occupied and Landlord had been supplying services to 95% of the rentable square footage of the Project. Tenant shall have the right at its expense, exercisable upon reasonable prior written notice to Landlord, to inspect at Landlord’s office during normal business hours Landlord’s books and records as they relate to Operating Expenses. Such inspection must be within thirty (30) days of Tenant’s receipt of Landlord’s annual statement for the same, and shall be limited to verification of the charges contained in such statement. Tenant may not withhold payment of such bill pending completion of such inspection. Such inspection shall be conducted by an independent certified public accountant (“CPA”) and such CPA shall not be hired or retained on a contingency fee or other incentive basis.
8.2	Operating Expenses for the Project Defined: The term “Operating Expenses for the Project” shall mean the following:
8.2.1	All costs and expenses paid or incurred, if any, by Landlord in doing the following (including payments to independent contractors providing services related to the performance of the following): (i) maintaining, cleaning, repairing and resurfacing the roof (including repair of leaks) and the exterior surfaces (including painting) of all buildings located on the Project, and all other structural components of the Premises, including the footings, the foundation, the structural floor and the load bearing walls of

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the Premises; (ii) all deductibles, self-insured retentions, premiums and other costs relating to the insurance carried by Landlord on the Project or in connection with the use and/or occupancy thereof, and the costs of any self-insurance as reasonably determined by Landlord; (iii) maintaining, repairing, operating and replacing when necessary any utility facilities and other service equipment for the Common Areas ; (iv) providing utilities to the Common Area (including lighting, trash removal and water for landscaping irrigation); (v) complying with all applicable Laws and Private Restrictions; (vi) operating, maintaining, repairing, cleaning, painting, striping, restriping and resurfacing the Common Area; (vii) replacing or installing lighting fixtures, directional or other signs and signals, irrigation systems, trees, shrubs, ground cover and other plant materials, and all landscaping in the Common Area; (viii) providing security to the Common Area; (ix) charges on or surcharges imposed by any governmental agencies on or with respect to transit or automobile usage or parking facilities; (x) the cost of contesting the validity or applicability of any governmental enactments which may affect Operating Expenses; or (xi) taking any action for the purpose of securing any of the services specified in the SLA to the extent Contractor fails to deliver them as required thereunder.

8.2.2	The following costs: (i) the amount of any insurance “deductibles” paid by Landlord with respect to damage caused by a casualty; (ii) that portion of all compensation (including benefits and premiums for workers’ compensation and other insurance) paid to or on behalf of employees of Landlord but only to the extent they are involved in the performance of the work described by Sections 8.2.1 or 8.2.3 that is fairly allocable to the Project; and (iii) any costs associated with any protests of valuation under Proposition 8.
8.2.3	All additional costs and expenses incurred by Landlord with respect to the operation, protection, maintenance, repair or replacement of the Project; provided, however, that Operating Expenses shall not include any of the following: (i) payments on any loans or ground leases affecting the Project; (ii) leasing commissions; (iii) costs and expenses for work or services furnished exclusively for the benefit of any other tenant or occupant of the Project at such tenant’s or occupant’s cost; (iv) costs and expenses arising from the negligence or willful misconduct of Landlord or Landlord’s employees or agents; or (v) that would result in Landlord receiving more than 100% of its actual cost of operating or owing the Project.
8.2.4	Operating Expenses shall not include any of the aforementioned repairs, alterations, replacements and improvements that are properly capitalized under generally accepted accounting principles, except to the extent that Tenant’s share of such costs for such period is limited to the amortized cost (plus interest at the Agreed Interest Rate) of any such item over its useful life.
8.2.5	The term “Real Property Taxes” shall mean all taxes, assessments, levies, and other charges of any kind or nature whatsoever, general and special, foreseen and unforeseen (including all installments of principal and interest required to pay any existing or future general or special assessments for public improvements, services or benefits, and any increases resulting from reassessments resulting from new construction or any other

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cause other than change in ownership), now or hereafter imposed by any governmental or quasi-governmental authority or special district having the direct or indirect power to tax or levy assessments, which are levied or assessed against, or with respect to the value, occupancy or use of all or any portion of the Project (as now constructed or as may at any time hereafter be constructed, altered, or otherwise changed) or Landlord’s interest therein, the fixtures, equipment and other property of Landlord, real or personal, that are an integral part of and located on the Project, the gross receipts, income, or rentals from the Project, or the use of parking areas, public utilities, or energy within the Project, or Landlord’s business of leasing the Project. Notwithstanding the foregoing, 50% of any increase resulting from reassessments resulting from a change in ownership shall be included in Real Property Taxes for this purpose, and Tenant shall only be required to pay Tenant’s Share of such 50%. If at any time during the Lease Term the method of taxation or assessment of the Project prevailing as of the Effective Date shall be altered so that in lieu of or in addition to any Real Property Tax described above there shall be levied, assessed or imposed (whether by reason of a change in the method of taxation or assessment, creation of a new tax or charge, or any other cause) an alternate or additional tax or charge (i) on the value, use or occupancy of the Project or Landlord’s interest therein; or (ii) on or measured by the gross receipts income or rentals from the Project, on Landlord’s business of leasing the Project, or computed in any manner with respect to the operation of the Project, then any such tax or charge, however designated, shall be included within the meaning of the term “Real Property Taxes” for purposes of this Lease. If any Real Property Tax is based upon property or rents unrelated to the Project, then only that part of such Real Property Tax that is fairly allocable to the Project shall be included within the meaning of the term “Real Property Taxes”. Notwithstanding the foregoing, the term “Real Property Taxes” shall not include estate, inheritance, gift or franchise taxes of Landlord or the federal or state or local net income tax imposed on Landlord’s income from all sources. Tenant’s Share of the Real Property Taxes are included in the Rent, payable by Tenant hereunder, and shall be paid directly by Landlord.

8.3

Notwithstanding the foregoing, nothing contained herein shall obligate Landlord to provide any service to the Premises or the Project other than as set forth in Sections 6.2, 11.1 or 12.2 hereof. Tenant acknowledges that all services other than those set forth in Sections 6.2, 11.1 or 12.2 hereof shall be provided by Contractor, and that Landlord shall not be liable to Tenant or its nominees due to any act or omission, negligent, tortious or otherwise, of any agent or employee of Contractor or its nominees; nor shall Landlord be liable to Tenant or its nominees due to any failure of Contractor to provide any of the services specified in the SLA or for any other breach of Contractor’s obligations thereunder. Nothing contained herein shall limit the right of Landlord, in its sole discretion, to elect to provide any of the services specified in the SLA or perform any of the obligations of Contractor thereunder, to the extent Contractor fails to deliver any such services, or perform any of its obligations thereunder.

8.4

Taxes on Tenant’s Property: Tenant shall pay before delinquency any and all taxes, assessments, license fees and public charges levied, assessed or imposed against Tenant or Tenant’s estate in this Lease or the property of Tenant situated within the Premises or Project which become due during the Lease Term. If any tax or other charge is assessed

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by any governmental agency because of the execution of this Lease, such tax shall be paid by Tenant. Promptly upon demand by Landlord, Tenant shall furnish Landlord with satisfactory evidence of these payments.

9.	INSURANCE:
9.1	Tenant’s Insurance: Tenant shall maintain insurance complying with all of the following:
9.1.1	Tenant shall procure, pay for and keep in full force and effect the following:
9.1.1.1	Broad form commercial general liability insurance, including property damage, against liability for personal injury, bodily injury, death and damage to property occurring in or about, or resulting from an occurrence in or about, the Premises with combined single limit coverage of not less than the amount of Tenant’s Minimum Liability Insurance Coverage, which insurance shall contain “fire legal” endorsement coverage and a “contractual liability” endorsement insuring Tenant’s performance of Tenant’s obligation to indemnify Landlord contained in Section 10.3;
9.1.1.2	Automobile Liability insurance including owned, hired and non-owned autos with a combined single of liability for each accident of not less than US$1,000,000.00;
9.1.1.3	Fire and property damage insurance against loss caused by fire, extended coverage perils including steam boiler insurance, sprinkler leakage, if applicable, vandalism, malicious mischief and such other additional perils as now are or hereafter may be included in a standard extended coverage endorsement from time to time in general use in the county in which the Premises is located, insuring Tenant’s personal property and inventory, Trade Fixtures, and Leasehold Improvements within the Premises or located on the Common Areas for the full actual replacement cost thereof;
9.1.1.4	Worker’s compensation coverage sufficient to comply with all Laws. Where permitted by law, such policies shall contain waivers of the insurer’s subrogation rights against Landlord;
9.1.1.5	Employers liability insurance shall be provided in amounts not less than US$1,000,000.00 per accident for bodily injury by accident, US$1,000,000.00 policy limit by disease, and US$1,000,000.00 per employee for bodily injury by disease; and
9.1.1.6	Fidelity insurance or commercial blanket bond naming Landlord as beneficiary or loss payee as respects losses to Landlord’s money or other property caused by any of Tenant’s employees in connection with Tenant’s use of the Premises with blanket limits of at least US$1,000,000.00.
9.1.2	The commercial general liability insurance that Tenant is required to carry under Section 9.1.1.1 shall name Landlord and such other parties in interest as Landlord designates as additional insureds. Additionally, all policies of insurance required to be carried by Tenant pursuant to this Section shall (i) be primary insurance that provides that the insurer shall be liable for the full amount of the loss up to and including the

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total amount of liability stated in the declaration without the right of contribution from any other insurance coverage of Landlord, (ii) be in a form reasonably satisfactory to Landlord, (iii) be carried with companies having a Best rating of at least AVII, (iv) provide that such policy shall not be subject to cancellation, reduction of coverage or lapse except after at least ten (10) days prior written notice to Landlord, (v) not have a “deductible” in excess of Ten Thousand Dollars (US$10,000.00) per occurrence, (vi) contain a cross liability endorsement, and (vii) contain a “severability” clause.

9.1.3	A certificate of insurance reflecting that the insurance required to be carried by Tenant pursuant to this Section 9.1 is in force, accompanied by an endorsement showing the required additional insureds satisfactory to Landlord in substance and form, shall be delivered to Landlord prior to the time Tenant or any of Tenant’s Agents enters the Premises and upon renewal of such policies, but not less than thirty (30) days prior to the expiration of the term of such coverage. If the Landlord’s lender or Landlord reasonably determines at any time that the amount of coverage required for any policy of insurance Tenant is to obtain pursuant to this Section 9.1 is not adequate, then Tenant shall increase such coverage for such insurance to such amount as Landlord’s lender or Landlord reasonably deems adequate, not to exceed the level of coverage commonly required by prudent landlords of comparable buildings leased for comparable uses in the vicinity.
9.2	Release and Waiver of Subrogation: The parties hereto release each other, and their respective agents and employees, from any liability for any loss or damage that is caused by or results from any risk insured against under any valid and collectible insurance policy carried by either of the parties that contains a waiver of subrogation by the insurer and is in force at the time of such injury or damage; subject to the following limitations: (i) the foregoing provision shall not apply to the commercial general liability insurance described in Section 9.1; (ii) such release shall apply to liability resulting from any other risk insured or provided by Tenant to satisfy the requirements of Section 9.1(including, without limitation, fire and property damage insurance and worker’s compensation coverage); and (iii) provided that Tenant shall not be released from any such liability to the extent any actual, out of pocket damages resulting from such injury or damage are not covered by the recovery obtained by Landlord from such insurance, but only if the insurance in question permits such partial release in connection with obtaining a waiver of subrogation from the insurer.
10.	LIMITATION ON LANDLORD’S LIABILITY AND INDEMNITY:
10.1	Limitation an Landlord’s Liability: Notwithstanding anything to the contrary contained in this Lease, Landlord shall not be liable to Tenant, nor shall Tenant be entitled to terminate this Lease or to any abatement of rent except as otherwise provided in Section 6.2, Section 7.2 or 12.2, for any injury to Tenant or any of Tenant’s Agents’, or damage to Tenant’s property, resulting from any cause, including, without limitation, any (i) failure, interruption or installation of any HVAC or other utility system or service, including those utility systems and services to be provided by Contractor under the SLA (ii) repairs or improvements to the Premises by Landlord or Contractor, or any services provided by Landlord to Tenant hereunder, or provided by Contractor to

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Tenant under the SLA (iii) failure of Landlord or Contractor to furnish or delay in furnishing any utilities or services when such failure or delay is caused by fire or other peril, the elements, labor disturbances of any character, or any other accidents or other conditions beyond the reasonable control of Landlord or Contractor, (iv) limitation, curtailment, rationing or restriction on the use of water or electricity, gas or any form of energy or any services or utility serving the Premises or Project, (v) vandalism or forcible entry by unauthorized persons or (vi) penetration of water into or onto any portion of the Premises through roof leaks or otherwise. Notwithstanding the foregoing but subject to Section 9.2 and Section 10.2, Landlord shall be liable for any such injury, damage or loss which is proximately caused by Landlord’s willful misconduct or gross negligence; provided, however, that in no event shall Landlord be liable to Tenant for any consequential (including, without limitation, any injury to Tenant’s business or loss of income or profit therefrom), punitive or exemplary damages.

10.2	Limitation on Tenant’s Recourse: Notwithstanding any other term or provision of this Lease, the liability of Landlord for its obligations under this Lease, is limited to Landlord’s equity interest in the Project up to a maximum amount of Five Hundred Thousand Dollars (US$500,000.00), and to no other assets of Landlord for satisfaction of any liability in respect of this Lease, and no personal liability shall at any time be asserted or enforceable against any comer assets of Landlord or against Landlord’s stockholders, directors, principals, representatives, trustees or partners on account of any of Landlord’s obligations or actions under this Lease. In addition, in the event of conveyance of Landlord’s interest in the Project or Premises, then from and after the date of such conveyance, Landlord shall be relieved of all liability with respect to Landlord’s obligations to be performed under this Lease after the date of such conveyance. Upon any such conveyance by Landlord, the grantee or transferee, by accepting such conveyance, shall be deemed to have assumed, and Landlord shall be and hereby is entirely relieved of, Landlord’s obligations to be performed under this Lease from and after the date of such transfer, subject to the limitations on liability set forth in this Section 10.2.
10.3	Indemnification of Landlord: To the fullest extent allowed by Law, Tenant shall indemnify, defend, protect and hold harmless Landlord, and its employees, agents, contractors, successors and assigns, with competent counsel reasonably satisfactory to Landlord, from all liability, penalties, losses, damages, costs, expenses, causes of action, claims and/or judgments arising by reason of any death, bodily injury, personal injury or property damage resulting from (i) any cause or causes whatsoever (except to the extent caused by the willful misconduct or gross negligence of Landlord or Landlord’s employees or agents of which Landlord has had notice and a reasonable time to cure, but which Landlord has failed to cure) occurring in or about or resulting from an occurrence in or about the Premises during the Lease Term; (ii) the negligence or willful misconduct of Tenant or Tenant’s Agents, wherever the same may occur; or (iii) any breach of this Lease or the SLA by Tenant. The provisions of this Section 10.3 shall survive the expiration or sooner termination of this Lease.
10.4	Indemnification of Tenant: To the fullest extent allowed by Law but subject to Section 9.2, Section 10.1 and Section 10.2, Landlord shall indemnify, defend, protect

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and hold harmless Tenant, and its employees, agents, contractors, successors and assigns, with competent counsel reasonably satisfactory to Tenant, from all liability, penalties, losses, damages, costs, expenses, causes of action, claims and/or judgments arising by reason of any death, bodily injury, personal injury or property damage resulting from the gross negligence or willful misconduct of Landlord or Landlord’s employees, agents and contractors.

11.	DAMAGE TO PREMISES:
11.1	Landlord’s Duty to Restore: If the Premises or Project is damaged by any peril after the Effective Date, then Landlord shall restore the Premises or Project unless the Lease is terminated by Landlord or Tenant pursuant to Section 11.2. All insurance proceeds available from the fire and property damage insurance carried by Landlord, if any, shall be paid to and become the property of Landlord. If this Lease is terminated pursuant to Section 11.2, then all insurance proceeds available from insurance carried by Tenant which covers loss to property that is Landlord’s property or would become Landlord’s property on termination of this Lease shall be paid to and become the property of Landlord. If this Lease is not so terminated, then upon receipt of the insurance proceeds (if the loss is covered by insurance) and the issuance of all necessary governmental permits, Landlord shall use reasonable good faith efforts to commence and complete the restoration of the Premises to substantially the same condition in which the Premises were immediately prior to such damage. Landlord’s obligation to restore shall be further limited to the Premises constructed by Landlord as they existed as of the Commencement Date, excluding any Leasehold Improvements, Trade Fixtures and/or personal property constructed or installed in the Premises. If this Lease is not terminated pursuant to Section 11.2, then Landlord, at Tenant’s expense, shall forthwith commence and thereafter prosecute to completion the replacement and repair of all Leasehold Improvements and Trade Fixtures, if any, existing at the time of such damage or destruction, and which were to have been surrendered to Landlord hereunder; and all insurance proceeds received by Tenant from the insurance carried by it pursuant to Section 9.1.1.3 shall be used for such purpose.
11.2	Landlord’s Right to Terminate: Landlord shall have the option to terminate this Lease in the event any of the following occurs, which option may be exercised only by delivery to Tenant of a written notice of election to terminate within sixty (60) days after the date of such damage or such later date as is reasonably necessary under the circumstances:
11.2.1	Either the Premises or Project is damaged by any peril either (i) not covered by any insurance carried by Landlord and the estimated cost to restore equals or exceeds One Hundred Thousand Dollars (US$100,000.00), or (ii) covered by valid and collectible insurance actually carried by Landlord and in force at the time of such damage or destruction and the estimated cost to restore equals or exceeds Two Hundred Fifty Thousand Dollars (US$250,000.00);
11.2.2	Either the Premises or Project is damaged by any peril and (i) the amount of insurance proceeds that will be received by Landlord for the repair or restoration of the Premises

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will not be sufficient to pay for the cost of such repair and restoration, (ii) the Laws then in effect prevent Landlord from repairing or restoring the Premises to substantially the same condition in which the Premises were immediately prior to such damage, or (iii) the restoration of the Premises cannot be substantially completed within one hundred eighty (180) days after the date of such damage, or within ninety (90) days after the date of such damage if such damage occurs during the last twelve (12) months of the Lease Term;

11.2.3	Either the Premises or Project is damaged by any peril and, because of the Laws then in force, (i) may not be restored at reasonable cost to substantially the same condition in which it was prior to such damage, or (ii) may not be used for the same use being made thereof before such damage whether or not restored as required by this Article.
11.3	Termination by Tenant: If the Premises or the Project is damaged by any peril and Landlord does not elect to terminate this Lease or is not entitled to terminate this Lease pursuant to this Article, then as soon as reasonably practicable, Landlord shall furnish Tenant with the written opinion of Landlord’s architect or construction consultant as to when the restoration work required of Landlord may be complete. Tenant shall have the option to terminate this Lease (if Tenant is not then in default beyond applicable notice and cure periods) in the event any of the following occurs, which option may be exercised only by delivery to Landlord of a written notice of election to terminate within ten (10) days after Tenant receives from Landlord the estimate of the time needed to complete such restoration:
11.3.1	If the time estimated to substantially complete the restoration exceeds one hundred eighty (180) days from and after the date the architect’s or construction consultant’s written opinion is delivered; or
11.3.2	If the damage occurred within twelve months of the last day of the Lease Term and the time estimated to substantially complete the restoration exceeds ninety (90) days from and after the date such restoration is commenced.
11.4	Abatement of Rent: In the event of damage to the Premises or Project which does not result in the termination of this Lease, the Monthly Base Rent and Tenant’s Share of Operating Expenses shall be temporarily abated during the period of restoration in proportion to the degree to which Tenant’s use of the Premises is impaired by such damage. Tenant shall not be entitled to any compensation or damages from Landlord for loss of Tenant’s business or property or for any inconvenience or annoyance caused by such damage or restoration. The rights of Landlord and Tenant regarding any damage to or destruction of the Premises or Premises shall be determined as provided in this Article 11 and Tenant hereby waives the provision of any contrary Law.
12.	CONDEMNATION:
12.1	Taking of Premises: Landlord shall have the option to terminate this Lease if as a result of a taking by means of the exercise of the power of eminent domain (including a voluntary sale or transfer by Landlord to a condemnor under threat of condemnation),

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(i) all or any part of the Premises or any material portion of the Project is so taken, or (ii) more than ten percent (10%) of the Common Area is so taken. Tenant shall have the option to terminate this Lease if any material part of the Premises or parking area is taken by the exercise of the power of eminent domain (or conveyed by Landlord in lieu of that exercise), and the remaining portion cannot be made suitable for the continued use and operation of the Premises by Tenant for substantially the same purposes as immediately prior to such taking. Any such option to terminate by Landlord or Tenant must be exercised within a reasonable period of time after the condemnor has commenced judicial action or entered into a binding agreement to effect such taking. If Landlord or Tenant so exercises such option to terminate, such termination shall be effective as of the date possession is taken by the condemnor.

12.2	Restoration and Abatement of Rent: If any part of the Premises or Common Area is taken by condemnation and this Lease is not terminated, then, to the extent reasonably practicable, Landlord shall restore the remaining portion of the Premises and Common Area as they existed as of the Commencement Date, excluding any Leasehold Improvements, Trade Fixtures and/or personal property, in each case constructed or installed by Tenant. Thereafter, except in the case of a temporary taking, as of the date possession is taken the Monthly Base Rent and Operating Expenses shall be reduced in the same proportion that the floor area of that part of the Premises so taken (less any addition thereto by reason of any reconstruction) bears to the original floor area of the Premises.
12.3	Temporary Taking: If all or any portion of the Premises is temporarily taken for three (3) months or less, this Lease shall remain in effect. If any portion of the Premises is temporarily taken by condemnation for a period which exceeds three (3) months or which extends beyond the natural expiration of the Lease Term, and such taking materially and adversely affects Tenant’s ability to use the Premises for the Permitted Use, then either Landlord or Tenant shall have the option to terminate this Lease, which option may be exercised only by delivery to the other party of a written notice of election to terminate within seven (7) days after the date possession is taken by the condemnor.
12.4	Division of Condemnation Award: Any award made as a result of any condemnation of the Premises or Common Area shall belong to and be paid to Landlord, and Tenant hereby assigns to Landlord all of its right, title and interest in any such award; provided, however, that Tenant shall be entitled to receive any condemnation award made to Tenant, (i) for the taking of personal property or Trade Fixtures belonging to Tenant, (ii) for Tenant’s moving costs, or (iii) of a proporti onate amount for any temporary taking where this Lease is not terminated as a result of such taking. The rights of Landlord and Tenant regarding any condemnation shall be determined as provided in this Article 12, and each party hereby waives the provisions of any contrary Law.
13.	DEFAULTS AND REMEDIES:
13.1	Events of Tenant’s Default: Tenant shall be in default of its obligations under this Lease if any of the following events occur:

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13.1.1	Tenant shall have failed to pay any Rent when due and such failure is not cured within three (3) business days after delivery of written notice from Landlord specifying such failure to pay; or
13.1.2	Tenant shall have failed to perform any term, covenant, or condition of this Lease except those requiring the payment of Monthly Rent or Additional Rent, and Tenant shall not cure such default within thirty (30) days after delivery of written notice from Landlord specifying such failure to perform, or where such default is not capable of being cured within such 30-day period, Tenant shall have failed to commence such cure within such 30-day period and thereafter using best efforts, diligently bring such cure to completion; or
13.1.3	Tenant shall have sublet the Premises or assigned its interest in the Lease in violation of Section 14, whether voluntarily or by operation of law; or
13.1.4	Tenant shall have permitted the sequestration or attachment of, or execution on, or the appointment of a custodian or receiver with respect to, all or any substantial part of the property of Tenant or any property essential to the conduct of Tenant’s business and Tenant shall have failed to obtain a return or release of such property within thirty (30) days thereafter, or prior to sale pursuant to such sequestration, attachment or levy, whichever is earlier; or
13.1.5	Tenant shall have abandoned the Premises; or
13.1.6	The occurrence of the following: (i) the making by Tenant of any general arrangements or assignments for the benefit of creditors; (ii) Tenant becomes a “debtor” as defined in 11 USC Section 101 or any successor statute thereto (unless, in the case of a petition filed against Tenant, the same is dismissed within 30 days); (iii) the appointment of a trustee or receiver to take possession of substantially all of Tenant’s assets located at the Premises or of Tenant’s interest in this Lease, where possession is not restored to Tenant within 30 days; or (iv) the attachment, execution or other judicial seizure of substantially all of Tenant’s assets located at the Premises or of Tenant’s interest in this Lease, where such seizure is not discharged within 30 days; provided, however, in the event that any provision of this Section 13.1.6 is contrary to any applicable Law, such provision shall be of no force or effect; or
13.1.7	Tenant shall have failed to deliver documents required of it pursuant to Section 16.4 or Section 16.6 within the time periods specified therein and shall have failed to deliver such documents to Landlord within five (5) days after Tenant’s receipt of a second written notice from Landlord.
13.2	Landlord’s Remedies: In the event of any default by Tenant, Landlord shall have the following remedies, in addition to all other rights and remedies provided by any Law or otherwise provided in this Lease, to which Landlord may resort cumulatively, or in the alternative:
13.2.1	Landlord may keep this Lease in effect and enforce by an action at law or in equity all of its rights and remedies under this Lease, including (i) the right to recover the Rent

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	and other sums as they become due by appropriate legal action; (ii) the right to make payments required of Tenant or perform Tenant’s obligations and be reimbursed by Tenant for the cost thereof with interest at the Agreed Interest Rate from the date the sum is paid by Landlord until Landlord is reimbursed by Tenant; and (iii) the remedies of injunctive relief and specific performance to compel Tenant to perform its obligations under this Lease. Notwithstanding anything contained in this Lease, in the event of a breach of an obligation by Tenant which results in a threat to health, safety or insurance coverage (as reasonably determined by Landlord), then if Tenant does not cure such breach within 3 days after delivery to it of written notice from Landlord identifying the breach, Landlord may cure the breach of Tenant and be reimbursed by Tenant for the cost thereof with interest at the Agreed Interest Rate from the date the sum is paid by Landlord until Landlord is reimbursed by Tenant.
13.2.2	Landlord may enter the Premises and relet them to third parties for Tenant’s account for any period, whether shorter or longer than the remaining Lease Term. Tenant shall be liable immediately to Landlord for all costs Landlord incurs in reletting the Premises, including, without limitation, brokers’ commissions and expenses of altering and preparing the Premises for reletting. Tenant shall pay to Landlord the Rent and other sums due under this Lease on the date the Rent is due, less the Rent and other sums Landlord received from any reletting. No act by Landlord allowed by this subparagraph shall terminate this Lease unless Landlord notifies Tenant in writing that Landlord elects to terminate this Lease. Notwithstanding any reletting of the Premises by Landlord without termination of this Lease, Landlord may later elect to terminate this Lease because of the default by Tenant.
13.2.3	Landlord may terminate this Lease by giving Tenant written notice of termination, in which event this Lease shall terminate on the date set forth for termination in such notice. Any termination under this Section 13.2.3 shall not relieve Tenant from its obligation to pay sums then due Landlord or from any claim against Tenant for damages or Rent previously accrued or then accruing. In no event shall any one or more of the following actions by Landlord, in the absence of a written election by Landlord to terminate this Lease, constitute a termination of this Lease: (i) appointment of a receiver or keeper in order to protect Landlord’s interest hereunder; (ii) consent to any subletting of the Premises or assignment of this Lease by Tenant, whether pursuant to the provisions hereof or otherwise; or (iii) any other action by Landlord or Landlord’s agents or employees intended to mitigate the adverse effects of any breach of this Lease by Tenant, including without limitation any action taken to maintain and preserve the Premises or any action taken to relet the Premises or any portions thereof to the extent such actions do not affect a termination of Tenant’s right to possession of the Premises.
13.2.4	In the event Tenant breaches this Lease and abandons the Premises, this Lease shall not terminate unless Landlord gives Tenant written notice of its election to so terminate this Lease. No act by or on behalf of Landlord intended to mitigate the adverse effect of such breach, including those described by Section 13.2.3, shall constitute a termination of Tenant’s right to possession unless Landlord gives Tenant written notice of termination.

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13.2.5	In the event Landlord terminates this Lease, Landlord shall be entitled, at Landlord’s election, to damages in an amount as set forth in California Civil Code Section 1951.2 as in effect on the Effective Date. For purposes of computing damages pursuant to California Civil Code Section 1951.2, (i) an interest rate equal to the Agreed Interest Rate shall be used where permitted; and (ii) the term “Rent” includes Monthly Base Rent and Additional Rent. Such damages shall include:
13.2.5.1	The worth at the time of award of the amount by which the unpaid Rent for the balance of the term after the time of award exceeds the amount of such Rental loss that Tenant proves could be reasonably avoided, computed by discounting such amount at the discount rate of the Federal Reserve Bank of San Francisco at the time of award plus one percent (1%); and
13.2.5.2	Any other amount necessary to compensate Landlord for all detriment proximately caused by Tenant’s failure to perform Tenant’s obligations under this Lease, or which in the ordinary course of things would be likely to result therefrom, including, without limitation, the following: (i) expenses for cleaning, repairing or restoring the Premises; (ii) expenses for altering, remodeling or otherwise improving the Premises for the purpose of reletting, including installation of leasehold improvements (whether such installation be funded by a reduction of Rent, direct payment or allowance to a new Tenant, or otherwise); (iii) broker’s fees, advertising costs and other expenses of reletting the Premises; (iv) costs of carrying the Premises, such as taxes, insurance premiums, utilities and security precautions; (v) expenses in retaking possession of the Premises; and (vi) attorneys’ fees and court costs incurred by Landlord in retaking possession of the Premises and in reletting the Premises or otherwise incurred as a result of Tenant’s default.
13.2.5.3	Nothing in this Section 13.2 shall limit Landlord’s right to indemnification from Tenant as provided elsewhere in this Lease, including, without limitation, Section 10.3 and Section 15.2.3 Any notice given by Landlord in order to satisfy the requirements of Section 13.1.1 or Section 13.1.2 above shall also satisfy the notice requirements of California Code of Civil Procedure Section 1161 (or any successor statute thereto) regarding unlawful detainer proceedings.
13.3	Waiver: One party’s consent to or approval of any act by the other party requiring the first party’s consent or approval shall not be deemed to waive or render unnecessary the first party’s consent to or approval of any subsequent similar act by the other party. The receipt by Landlord of any Rent or payment with or without knowledge of the breach of any other provision hereof shall not be deemed a waiver of any such breach unless such waiver is in writing and signed by Landlord. No delay or omission in the exercise of any right or remedy accruing to either party upon any breach by the other party under this Lease shall impair such right or remedy or be construed as a waiver of any such breath theretofore or hereafter occurring. The waiver by either party of any breach of any provision of this Lease shall not be deemed to be a waiver of any subsequent breach of the same or any other provisions herein contained.

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13.4	Limitation on Exercise of Rights: At any time that a default by Tenant has occurred and remains uncured, (i) it shall not be unreasonable for Landlord to deny or withhold any consent or approval requested of it by Tenant which Landlord would otherwise be obligated to give; and (ii) Tenant may not exercise any right to terminate this Lease or other right granted to it by this Lease which would otherwise be available to it.
13.5	Waiver by Tenant of Certain Remedies: Tenant waives the provisions of Sections 1932(1), 1941 and 1942 of the California Civil Code and any similar or successor law regarding Tenant’s right to terminate this Lease or to make repairs and deduct the expenses of such repairs from the Rent due under this Lease. Tenant hereby waives any right of redemption or relief from forfeiture under the laws of the State of California, or under any other present or future law, including the provisions of Sections 1174 and 1179 of the California Code of Civil Procedure.
14.	ASSIGNMENT AND SUBLETTING:
14.1	By Tenant: The following provisions shall apply to any direct or indirect assignment, subletting, change of control or other transfer by Tenant or any subtenant or assignee or other successor in interest of the original Tenant (collectively referred to in this Article as “Tenant”):
14.1.1	Tenant shall not do any of the following (collectively referred to herein as a “Transfer”), whether voluntarily, involuntarily, or by operation of laws, without the prior written consent of Landlord, which consent may not be unreasonably withheld by Landlord: (i) sublet all or any part of the Premises or allow it to be sublet, occupied or used by any person or entity other than Tenant; (ii) assign its interest in this Lease; (iii) transfer any right appurtenant to this Lease or the Premises; (iv) mortgage or encumber the Lease (or otherwise use the Lease as a security device) in any manner; or (v) terminate or materially amend or modify an assignment, sublease, or other transfer that has been previously approved by Landlord. Notwithstanding the foregoing, Tenant may, without the prior written consent of Landlord, (a) assign this Lease to one or more direct or indirect subsidiaries of Tenant’s parent company or (b) assign this Lease to any person, entity or organization that acquires all or substantially all of the assets of Tenant, provided, that written notice of such transaction(s) is provided to Landlord no later than thirty (30) days prior to the consummation of such transaction(s) ((a) and (b) collectively referred to herein as a “Permitted Assignment”). For the avoidance of doubt, the merger of Tenant with any other entity or the transfer of any controlling or managing ownership or beneficial interest in Tenant (as a consequence of a single transaction or a number of multiple transactions), shall not constitute a Transfer hereunder; provided, that written notice of such transaction(s) is provided to Landlord no later than thirty (30) days prior to the consummation of such transaction(s). Tenant shall reimburse Landlord for all reasonable costs and attorneys’ fees incurred by Landlord in connection with the processing and/or documentation of any requested Transfer whether or not Landlord’s consent is granted. Any Transfer so approved by Landlord shall not be effective until Tenant has paid all such costs and attorneys’ fees to Landlord and delivered to Landlord an executed counterpart of the document evidencing the Transfer that (vi) is in form approved by Landlord, (vii) contains the

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	same terms and conditions as stated in Tenant’s notice given to Landlord pursuant to Section 14.1.2 below, and (viii) contains the agreement of the proposed Transferee to assume all obligations of Tenant related to the Transfer arising after the effective date of such Transfer and to remain jointly and severally liable therefor with Tenant. Any attempted Transfer without Landlord’s consent shall constitute a default by Tenant and shall be voidable at Landlord’s option. Landlord’s consent to any one Transfer shall not constitute a waiver of the provisions of Section 14.1 as to any subsequent Transfer nor a consent to any subsequent Transfer. No Transfer, even with the consent of Landlord, shall relieve Tenant of its personal and primary obligation to pay the rent and to perform all of the other obligations to be performed by Tenant hereunder. The acceptance of rent by Landlord from any person shall not be deemed to be a waiver by Landlord of any provision of this Lease nor to be a consent to any Transfer.
14.1.2	Tenant shall give Landlord at least thirty (30) days prior written notice of any desired Transfer and, upon the reasonable request of Landlord, of the proposed terms of such Transfer including but not limited to (i) the name and legal composition of the proposed Transferee; (ii) reasonably adequate financial information regarding the Transferee; (iii) the nature of the proposed Transferee’s business to be carried on in or on the Premises; (iv) current reasonably adequate financial information regarding Tenant; and (v) such other information as may reasonably be requested by Landlord. Tenant shall provide to Landlord such other information as may be reasonably requested by Landlord within 10 days after Landlord’s receipt of such notice from Tenant. Landlord shall respond in writing to Tenant’s request for Landlord’s consent to a Transfer within the later of (vii) thirty (30) days of receipt of such request together with the required accompanying documentation; or (viii) twenty (20) days after Landlord’s receipt of all information which Landlord reasonably requests within ten (10) days after it receives Tenant’s first notice regarding the Transfer in question. If Landlord fails to respond in writing within said period, Landlord will be deemed to have withheld consent to such Transfer. Tenant shall immediately notify Landlord of any modification to the proposed terms of such Transfer.
14.1.3	In the event that Tenant seeks to make any Transfer other than a Permitted Assignment, Landlord shall have the right to terminate this Lease, or in the case of a sublease of less than all of the Premises, terminate this Lease as to that part of the Premises proposed to be sublet, either (i) on the condition that the proposed transferee immediately enter into a direct lease of the Premises with Landlord (or, in the case of a partial sublease, a lease for the portion proposed to be so sublet) on the same terms and conditions contained in Tenant’s notice; or (ii) so that Landlord is thereafter free to Lease the Premises (or, in the case of a partial sublease, the portion proposed to be so sublet) to whomever it pleases on whatever terms are acceptable to Landlord. In the event Landlord elects to so terminate this Lease, then (iii) if such termination is conditioned upon the execution of a lease between Landlord and the proposed transferee, Tenant’s obligations under this Lease shall not be terminated until such transferee executes a new lease with Landlord, enters into possession and commences the payment of rent; and (iv) if Landlord elects simply to terminate this Lease (or, in the case of a partial sublease, terminate this Lease as to the portion to be so sublet), this Lease shall so terminate in its entirety (or as to the space to be so sublet) fifteen (15) days after Landlord has notified

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	Tenant in writing of such election. Upon such termination, Tenant shall be released from any further obligations under this Lease if it is terminated in its entirety, or shall be released from any further obligations under this Lease with respect to the space proposed to be sublet in the case of a proposed partial sublease. In the case of a partial termination of this Lease, the Monthly Base Rent and Tenant’s Share shall be reduced to an amount which bears the same relationship to the original amount thereof as the area of that part of the Premises which remains subject to the Lease bears to the original area of the Premises. Landlord and Tenant shall execute a written cancellation and release with respect to this Lease to effect such termination.
14.1.4	If Landlord consents to a Transfer proposed by Tenant, Tenant may enter into such Transfer, and if Tenant does so, the following shall apply:
14.1.4.1	Tenant shall not be released of its liability for the performance of all of its obligations under the Lease.
14.1.4.2	If Tenant assigns its interest in this Lease, then Tenant shall pay to Landlord ninety percent (90%) of all Subrent received or to be received by Tenant over and above (i) the assignee’s agreement to assume the obligations of Tenant under this Lease; and (ii) all Permitted Transfer Costs related to such assignment. In the case of assignment, the amount of Subrent owed to Landlord shall be paid to Landlord on the same basis, whether periodic or in lump sum, that such Subrent is paid to Tenant by the assignee.
14.1.4.3	If Tenant sublets any part of the Premises, then with respect to the space so subleased, Tenant shall pay to Landlord seventy percent (70%) of the positive difference, if any, between (i) all Subrent paid by the subtenant to Tenant, less (ii) the sum of all Base Monthly Rent and Additional Rent allocable to the space sublet and all Permitted Transfer Costs related to such sublease. Such amount shall be paid to Landlord on the same basis, whether periodic or in lump sum, that such Subrent is paid to Tenant by its subtenant.
14.1.4.4	Tenant’s obligations under this Section 14.1.4 shall survive any Transfer, and Tenant’s failure to perform its obligations hereunder shall be a default by Tenant. At the time Tenant makes any payment to Landlord required by this Section 14.1.4, Tenant shall deliver an itemized statement of the method by which the amount to which Landlord is entitled was calculated, certified by Tenant as true and correct. Landlord shall have the right at reasonable intervals to inspect Tenant’s books and records relating to the payments due hereunder. Upon request therefor, Tenant shall deliver to Landlord copies of all bills, invoices or other documents upon which its calculations are based. Landlord may condition its approval of any Transfer upon obtaining a certification from both Tenant and the proposed transferee of all Subrent and other amounts that are to be paid to Tenant in connection with such Transfer.
14.1.4.5	As used in this Section 14.1.4, the term “Subrent” shall mean any consideration of any kind received, or to be received, by Tenant as a result of the Transfer, if such sums are directly related to Tenant’s interest in this Lease or in the Premises, including, but not limited to, rent payments from or on behalf of the transferee. As used in this

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	Section 14.1.4, the term “Permitted Transfer Costs” shall mean (i) the cost of any tenant improvements constructed or installed in the portion of the Premises proposed to be transferred by Tenant, at its sole cost and expense without any allowance or compensation, whatsoever from Landlord, and which improvements are constructed or installed specifically for the transferee in question as an inducement for the transferee to lease the proposed space, the total amount of which shall be amortized in equal monthly installments over the term of the Transfer; (ii) all reasonable leasing commissions paid to third parties not affiliated with Tenant in order to obtain the Transfer in question; and (iii) all reasonable attorneys’ fees incurred by Tenant with respect to the Transfer in question.
14.2	By Landlord: Landlord and its successors in interest shall have the right to transfer their interest in the Premises or Project at any time and to any person or entity. In the event of any such transfer, the Landlord originally named herein (and in the case of any subsequent transfer, the transferor) from the date of such transfer, (i) shall be automatically relieved, without any further act by any person or entity, of all liability for the performance of the obligations of the Landlord hereunder which may accrue after the date of such transfer, and (ii) shall be relieved of all liability for the performance of the obligations of the Landlord hereunder which have accrued before the date of transfer if its transferee agrees to assume and perform all such obligations of the Landlord hereunder. After the date of any such transfer, the term “Landlord” as used herein shall mean the transferee of such interest in the Premises.
15.	WASTE DISPOSAL AND HAZARDOUS SUBSTANCES: The provisions of this Article 15 are in addition to, and in no way limit or restrict, Tenant’s obligations and Landlord’s rights as set forth elsewhere in this Lease.
15.1	Definitions: For purposes of this Lease, the following terms have the definitions set forth below:
15.1.1	Asbestos: “Asbestos” means fibrous forms of various hydrated minerals, including chrysotile (fibrous serpentine), crocidolite (fibrous riebecktite), amosite (fibrous cummingtonite-grunerite), fibrous tremolite, fibrous actinolite, and fibrous anthophyllite.
15.1.2	Asbestos-Containing Construction Materials: “Asbestos-Containing Construction Materials” means any manufactured construction material, including structural, mechanical, and building material, which contains more than one-tenth of one percent asbestos by weight.
15.1.3	Asbestos-Containing Materials: “Asbestos-Containing Materials” means any material which contains more than one-tenth of one percent asbestos by weight.
15.1.4	Environmental Condition: “Environmental Condition” means the Release on or after the Commencement Date of any Hazardous Substance caused or permitted by Tenant or Tenant’s Agents (other than Contractor under the SLA or its employees, contractors,

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	agents, invitees or assignees) in, over, on, under, through, from, or about the Premises or Property.
15.1.5	Environmental Damages: “Environmental Damages” means all claims, suits, judgments, damages, losses, penalties, fines, sanctions, liabilities, encumbrances, lost profits, consequential damages, interest, remediation costs, investigation costs, court coats liens, fees, costs and expenses of whatever kind or nature, contingent or otherwise, matured or unmatured, foreseeable or unforeseeable, including, without limitation: (i) damages for personal injury, or for injury to property or natural resources occurring on or off the Premises, including, without limitation, interest and penalties, and claims brought by or on behalf of employees of Tenant, with respect to which Tenant waives any immunity to which it may be entitled under any industrial or workers’ compensation laws; (ii) fees and costs incurred for the service of attorneys, consultants, contractors, experts, and laboratories; for the preparation of any feasibility studies or reports; for the performance of any investigation, remediation, removal, abatement, containment, closure, restoration or monitoring work required by any federal, state or local governmental agency or political subdivision; or for making full economic use of the Premises or other property; (iii) liabilities to any third person or governmental agency; and (iv) diminution of the value of the Premises or the Property.
15.1.6	Environmental Laws: “Environmental Laws” means all Laws pertaining to the protection of the environment (including flora, fauna and wildlife) or protection of human or occupational safety or health.
15.1.7	Handle: “Handle” or “Handling” means to generate, produce, use, process, package, treat, store, emit, transport, dispose of, manage, or otherwise handle.
15.1.8	Hazardous Substances: “Hazardous Substances” means any substance or material listed, defined, or regulated by any Environmental Law, including without limitation: (i) any chemical, substance, material, medical waste or other waste, living organism, or combination thereof which is or may be hazardous to the environment or human or animal health or safety due to its radioactivity, ignitability, corrosivity, reactivity, explosivity, toxicity, carcinogenicity, mutagenicity, phytotoxicity, infectiousness or other harmful or potentially harmful properties or effects; (ii) petroleum hydrocarbons, including crude oil or any fraction thereof, Asbestos, Asbestos-Containing Construction Materials, Asbestos-Containing Materials, radon, polychlorinated biphenyls (PCBs), methane; and (iii) anything which now or in the future may be defined, listed, or regulated as “hazardous substances,” “hazardous wastes,” “extremely hazardous wastes,” “hazardous materials,” “toxic substances,” or “pollutants” by any Environmental Law.
15.1.9	Permit: “Permit” means any permit, license, permission, approval, authorization, or entitlement from a governmental or quasi-governmental agency.
15.1.10	Preexisting Hazardous Substances: “Preexisting Hazardous Substances” means Hazardous Substances, if any, existing in, on, under or about the Property on or before the Commencement Date.

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15.1.11	Property: When used in Article 15, “Property” means all land, buildings, roads, parking lots, and improvements that are part of the Project, as now in existence or as developed at any time during the Lease Term, as well as all surface water, subsurface water, soil, or air thereon or thereunder.
15.1.12	Release: “Release” means any accidental or intentional spilling, leaking, pumping, pouring, emitting, discharging, injecting, escaping, leaching, migrating, dumping or disposing in, over, on, under, through, or about the air, land, surface water, ground water, or the environment (including without limitation the abandonment or discarding of receptacles containing any Hazardous Substances), unless and to the extent permitted or authorized by a governmental agency or the SLA. For the purposes of this Section 15, a Release shall not have been “caused” or “permitted’ by Tenant or Tenant’s agents solely because Tenant or Tenant’s Agents are aware that Preexisting Hazardous Substances exist or are migrating passively in, over, on, under, through, from or about the Premises or Property.
15.2	Prohibitions:
15.2.1	Prohibited Conditions and Substances: Tenant has completed and duly executed, and there is attached hereto as Exhibit C attached hereto and made a part hereof, a copy of a questionnaire pertaining to Tenant’s use of Hazardous Substances (the “Hazardous Substances Questionnaire”). Tenant represents and warrants to Landlord that, to the best of Tenant’s knowledge, all information stated in the Hazardous Substances Questionnaire is true and correct as of the Effective Date. Tenant and Tenant’s Agents shall not cause or permit the use, generation, storage, disposal, transportation or release of any Hazardous Substances on, under, in, above, to, or from the Premises except that which is (i) fully described in the Hazardous Substances Questionnaire, (ii) in compliance with Environmental Laws and all applicable Laws and (iii) required for and solely incidental to Tenant’s principal use and operation of the Premises. Tenant may not use at the Premises any Hazardous Substances other than those specified in the Hazardous Substances Questionnaire, or in quantities different from those specified in the Hazardous Substances Questionnaire, unless Tenant obtains Landlord’s prior written consent, which shall not be unreasonably withheld or delayed, to such new use and submits a new Hazardous Substances Questionnaire that accurately describes the new use.
15.2.2	Prohibited Changes in Tenant Operations: Except with the prior written consent of Landlord, which shall not be unreasonably withheld, Tenant shall not change or expand the Premises or its occupancy, use, or activities thereon in any manner that would subject Landlord or Tenant to new or heightened standards or obligations under any Environmental Law, including, without limitation, modifying, changing, or expanding equipment; methods of operation; the type or quantity of any input, throughput, or output (including emissions or effluent); or hours of operation. In the event that any such change proposed by Tenant is reasonably anticipated to result in increased costs of operation to Landlord or require Landlord to obtain new or modified Permit[s] for Landlord’s then current operations at the Property, then Landlord and Tenant will negotiate in good faith, and under no condition will Landlord be required to consent to

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	such change until the parties have reached such agreement concerning, an appropriate reimbursement or payment to Landlord for such increased costs and until Landlord obtains such new or modified Permit.
15.2.3	Prohibition against Releases: Other than in compliance with all applicable Environmental Laws or the SLA, Tenant shall not Release or permit the Release of any Hazardous Substance in, over, on, under, through, from, or about the Premises or Property.
15.3	Compliance With Environmental Law; Cooperations; Sharing of Costs:
15.3.1	Tenant, at its sole cost, shall comply with all Environmental Laws, Rules and Regulations, and Permits applicable to Tenant’s occupancy, use, or activities at the Premises. Tenant shall notify Landlord of, and allow Landlord an opportunity to participate in, all meetings with governmental agencies concerning the occupancy, use, or activities of Tenant or Tenant’s Agents at the Premises. Tenant, at its sole cost, shall be responsible for obtaining and maintaining all Permits necessary for Tenant’s occupancy, use, or activities on or about the Premises, except as set forth in the SLA. Nothing in this paragraph shall compromise or limit Agilent Technologies, Inc.’s obligations pursuant to any other agreement with Tenant, including without limitation the Asset Purchase Agreement between Agilent Technologies, Inc. and Argos Acquisitions Pte. Ltd. dated August 14, 2005.
15.3.2	Tenant shall cooperate with Landlord in Landlord’s efforts to comply with Environmental Laws, including, without limitation, (i) allowing Landlord full access (with reasonable notice from Landlord) to the Premises, (ii) complying with all notice requirements set forth in Section 15.5 of this Lease, and (iii) assisting Landlord in conducting investigations on the Premises. Tenant shall cooperate with Landlord in Landlord’s efforts to obtain, maintain, transfer, modify, or renew any Permits.
15.4	Waste:
15.4.1	Tenant shall store any waste it generates which is not a Hazardous Substance either inside the Premises or outside the Premises in trash enclosures that are designated by Landlord for such storage.
15.4.2	Other than as provided for in the SLA, Tenant shall dispose of all waste that is or may be a Hazardous Substance at appropriate off-site locations. Other than as provided in the SLA, Tenant shall not dispose of anything that is or may be a Hazardous Substance in, on, over, above, under, or about the Premises or the Property. If Landlord reasonably suspects that any waste generated or permitted to be generated by Tenant at the Premises is a Hazardous Substance, or that an Environmental Condition exists on or about the Premises then, upon Landlord’s request, Tenant shall conduct reasonable sampling and analysis, and provide Landlord with a copy of the results of such activities.

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15.5	Notifications:
15.5.1	Tenant shall keep Landlord informed of all environmental matters affecting Tenant’s occupancy, use, or activities at or about the Premises. This duty includes, without limitation, the following: (i) Tenant promptly shall give Landlord copies of any operating, emergency, contingency, closure or other plans, procedures, monitoring data, information, hazardous waste manifests, and documents which Tenant is required to prepare pursuant to any applicable Environmental Laws; (ii) Tenant shall promptly provide Landlord with a copy of any document that it submits to any government agency pertaining to environmental matters at the Premises or the Project; (iii) Tenant shall promptly provide Landlord with a copy of any letters, reports, notices, documents or information it receives concerning environmental matters at the Premises or the Project; and (iv) Tenant shall promptly provide Landlord with information reasonably requested by Landlord concerning environmental matters at the Premises or the Project.
15.5.2	Tenant shall give the Landlord written notice of: (i) any investigation, inspection, enforcement, remediation, or other regulatory action or order taken, issued or threatened in connection with its occupancy, use or activities on or about the Premises or the Project; (ii) any claims made or threatened by any third party against either of them, or any report, notice or complaint filed or threatened to be filed with any government agency, in connection with their occupancy, use or activities on or about the Premises or the Project; (iii) any Release of Hazardous Substances in, over, on, under, through, from, or about the Premises or the Project, or the discovery by either of them of any Environmental Condition; and (iv) all incidents or matters with respect to the Premises or the Project as to which they are required to give notice to any governmental or quasi-governmental entity pursuant to any Environmental Law.
15.6	Remediation:
15.6.1	Environmental Condition: Subject to Section 15.6.4 hereof, in the event an Environmental Condition exists or occurs on or about the Premises, Tenant (or Tenant’s contractor) shall promptly undertake and diligently complete, at Tenant’s sole cost, and in compliance with this Lease and Environmental Laws, all investigative, corrective, and remedial measures required under Environmental Laws. Such measures shall include, without limitation, removal and proper disposal of the Hazardous Substance and restoration of all land, improvements and other affected areas whether on or off the Premises or the Property.
15.6.2	Landlord’s Approval: Unless an emergency situation exists that requires immediate action (including, without limit, a deadline established by a government agency which would prevent Tenant’s compliance with this Section 15.6), Tenant shall obtain Landlord’s prior written approval, which shall not be unreasonably withheld, of all investigation, corrective, or remedial measures contemplated by Tenant. Tenant shall provide Landlord with at least three business days’ advance notice of any proposed sampling and, if Landlord requests, Tenant shall split samples with Landlord. Tenant also shall promptly provide Landlord with the results of any test, investigation or inquiry conducted by or on behalf of Tenant in connection with an Environmental Condition. Tenant shall provide Landlord with reasonable advance notice, and Landlord shall have the right (but not the obligation) to participate in all oral or written

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	communications with government entities concerning Environmental Conditions on or about the Premises or the Project.
15.6.3	Landlord’s Right to Act: If Tenant fails to comply with this Section 15.6, and such failure continues for more than 24 hours after delivery of written notice from Landlord or a government agency of the actual or potential Environmental Condition (or fails to comply immediately after written or oral request from Tenant in the event such failure poses an imminent danger to safety of persons or damage to property), Landlord shall have the right (but not the obligation), in its sole discretion and without limiting any other remedy which may be available to Landlord under this Lease, at law or in equity, to respond to the Environmental Condition in any manner it may deem appropriate, pursuant to Section 15.8.
15.6.4	Preexisting Hazardous Substances: Notwithstanding the foregoing or anything to the contrary in this Lease, Tenant shall not be liable for, and Landlord expressly releases Tenant and Tenant’s parents, subsidiaries, corporate affiliates, successors and assigns, contractors, subcontractors, agents and representatives and their representative officers, directors, shareholders and employees from any and all Environmental Damages to the extent arising, directly or indirectly, out of or in connection with any Preexisting Hazardous Substances, except to the extent that any Preexisting Hazardous Substances are exacerbated by the activities of Tenant or any of Tenant’s Agents. Preexisting Hazardous Substances shall not be deemed exacerbated by the activities of Tenant or any of Tenant’s Agents solely because Tenant or Tenant’s Agents are aware that Preexisting Hazardous Substances exist or are migrating passively in, over, on, under, through, from or about the Premises or Property. The provisions of this paragraph are in addition, and do not modify in any way, Agilent Technologies, Inc.’s obligations pursuant to any other agreement with Tenant, including without limitation the Asset Purchase Agreement between Agilent Technologies, Inc. and Argos Acquisitions Pte. Ltd. dated August 14, 2005. Landlord specifically waives the benefit and protection of law that restricts the release of any unknown claims that the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with debtor.
15.7	Condition on Expiration or Termination: Prior to the expiration or termination of the Lease in accordance with this subsection, Tenant shall remove and properly dispose of any Hazardous Substances that have come to be located on or about the Premises as a result of Tenant’s occupancy, use and activities on or about the Premises or the Project, and Tenant shall restore the Premises and other affected areas to the same or better condition, character and quality as before Tenant’s occupancy, ordinary wear and tear excepted.
15.8	Landlord’s Rights: If Tenant fails to comply with any provision of this Article 15 or elsewhere in this Lease, Landlord shall have the right (but not the obligation) to effect such compliance, in its sole discretion and without limiting any other remedy which may be available to Landlord under this Lease, at law or in equity. In such event, Landlord shall have sole discretion in connection with the manner and timing of such performance, and shall have no responsibility to minimize the cost or legal exposure of

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	Tenant or the inconvenience or other impacts to Tenant resulting therefrom, and the cost thereof shall be paid by Tenant to Landlord, within ten (10) days after delivery of Landlord’s invoice, for any amount incurred or expended by Landlord in connection with such performance (including fees and costs incurred for the services of attorneys, consultants, and experts), together with interest at the Agreed Interest Rate from the date of expenditure until such amount is paid in full to Landlord.
15.9	Tenant’s Release and Indemnification of Landlord:
15.9.1	Subject to Section 15.6.4 hereof, Tenant expressly releases Landlord and Landlord’s parents, subsidiaries, corporate affiliates, successors and assigns, contractors, subcontractors, agents, and representatives, and their representative officers, directors, shareholders, and employees from, and who shall not be liable for, any and all Environmental Damages to the extent arising directly or indirectly out of or in connection with any Environmental Conditions at the Premises or Property. Tenant specifically waives the benefit and protection of law that limits that restricts the release of any unknown claims that the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with debtor.
15.9.2	Tenant shall not suffer any lien to be recorded against the Premises or the Project as a consequence of the Release of any Hazardous Substances in, over, on, under, through, from, or about the Premises caused or permitted by Tenant or of the existence of any Environmental Condition caused by Tenant or Tenant’s Agent, including, without limitation, any state, federal, or local “superfund” lien related to the removal or remediation of any Hazardous Substances by or on behalf of Tenant on or about the Premises or the Property.
15.9.3	In addition to, and without limiting the scope of, any other indemnities provided by Tenant to Landlord under this Lease or any Laws, Tenant shall indemnify, protect, defend upon demand with counsel reasonably acceptable to Landlord, and hold harmless Landlord and Landlord’s parents, subsidiaries, corporate affiliates, successors and assigns, contractors, subcontractors, agents, representatives, and their respective officers, directors, shareholders, and employees against and from all Environmental Damages to the extent arising directly or indirectly out of or in connection with any of the following as it relates to the Premises or the Project: any Environmental Condition, or the breach of the SLA, or any requirement of Article 15 of this Lease by Tenant or Tenant’s Agents.
15.10	No Shift of Liability: Landlord’s exercise or failure to exercise the rights granted in this Article 15 shall not in any way shift responsibility for Hazardous Substances or compliance with Environmental Laws from Tenant to Landlord, nor impose any liability on Landlord.
15.11	Survival: The obligations of Tenant under this Article 15 shall survive expiration or earlier termination of this Lease, and any conveyance by Landlord of its interest in the Premises, and shall continue in full force and effect.

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15.12	Underground Storage Tanks: Except with the prior written consent of Landlord, which consent may be withheld by Landlord in its sole and absolute discretion, Tenant shall not: (1) install, use, operate or otherwise manage any underground storage tanks, whether for Hazardous Substances or for any other substance or material, on or about the Premises or on the Property , or (2) use, operate, modify or otherwise manage any existing underground storage tanks, whether for Hazardous Substances or for any other substance or material that may be located at the Premises or the Property; provided, however, that to the extent required by Environmental Law, the Tenant may, with the written consent of the Landlord, which shall not be unreasonably withheld, close any such underground storage tank. Landlord hereby consents as part of this Lease for Tenant to continue using any underground storage tanks in substantially the same manner as such tanks were being used immediately prior to the Commencement Date hereof and as consistent with the SLA.
15.13	Aboveground Storage Tanks: Except with the prior written consent of Landlord, which consent shall not be unreasonably withheld, Tenant shall not (1) install, use, operate, close or otherwise manage any aboveground storage tanks on the Premises, whether for Hazardous Substances or for any other substance or material; or (2) use, operate, modify, close or otherwise manage any existing aboveground storage tanks, whether for Hazardous Substances or for any other substance or material, that may be located on or about the Premises or the Property. Landlord hereby consents as part of this Lease for Tenant to continue using any aboveground storage tanks in substantially the same manner as such tanks were being used immediately prior to the Commencement Date hereof and as consistent with the SLA, and to use such tanks as are currently being constructed and as consistent with the SLA.
15.14	Hazardous Substances Storage Permit: Other than permits to be obtained or provided by Contractor under the SLA, Tenant, at its sole cost, Tenant shall obtain and maintain any Permits required by Environmental Laws for Tenant’s Handling of Hazardous Substances in connection with its occupancy, use or activities at the Premises. Tenant shall cooperate with Landlord in complying with any Permits that Landlord may obtain for the Handling of Hazardous Substances in connection with Landlord’s occupancy, use, or activities at the Premises. Nothing in this paragraph shall compromise or limit Agilent Technologies, Inc.’s obligations pursuant to any other agreement with Tenant, including without limitation, the Asset Purchase Agreement between Agilent Technologies, Inc. and Argos Acquisition Pte. Ltd. dated August 15, 2005.
15.15	Intentionally Omitted
15.16	Emergency Response: At its sole cost and expense (other than to the extent such services are to be obtained or provided by Contractor under the SLA), Tenant shall comply with all applicable Environmental Laws pertaining to emergency preparedness and emergency responses in connection with its occupancy, use or activities at the Premises, including, without limitation, the preparation of contingency plans and emergency response plans applicable to the actual or potential Release of Hazardous Substances. Tenant shall comply with Environmental Laws pertaining to emergency

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	preparedness and emergency responses in connection with their occupancy, use, and activities at the Premises.
16.	GENERAL PROVISIONS:
16.1	Landlord’s Right to Enter: Landlord and its Agents may enter the Premises at any reasonable time and upon prior notice (except in the case of (vii) below), for the purpose of (i) inspecting the same, including, without limitation, auditing the Premises for compliance with Environmental Laws and any other applicable Laws, (ii) posting notices of non-responsibility, (iii) showing the Premises to prospective purchasers, mortgagees or tenants, (iv) making necessary alterations, additions, or repairs, (v) performing Tenant’s obligation when Tenant has failed to do so after written notice from Landlord, (vi) placing upon the Premises ordinary “for lease” or “for sale” signs, and/or (vii) in case of an emergency. For each of the aforesaid purposes, Landlord may enter the Premises by means of a master key, and Landlord may use any and all means it may deem necessary and proper to open the doors of the Premises in an emergency. Any entry into the Premises or portions thereof obtained by Landlord by any of said means, or otherwise, shall not under any circumstances be construed or deemed to be a forcible or unlawful entry into, or a detainer of, the Premises, or an eviction, actual or constructive, of Tenant from the Premises or any portion thereof. Tenant shall have the right to accompany Landlord during any such entry and Landlord shall use all reasonable efforts to schedule such entry to minimize disruption to Tenant, and to avoid interfering with Tenant’s use of the Premises during such entry.
16.2	Surrender of the Premises: Upon the expiration or sooner termination of this Lease, Tenant shall vacate and surrender the Premises to Landlord in the same condition as existed at the Commencement Date, except Tenant shall remove any or all of (i) its personal property, (ii) Trade Fixtures, and (iii) Leasehold Improvements, and repair all damage to the Premises caused by such removal. If such removal and other surrender obligations are not completed before the expiration or termination of the Lease Term, Landlord shall have the right (but no obligation) to perform such obligations, and Tenant shall pay Landlord on demand for all costs (including removal and storage) incurred by Landlord in connection therewith, plus interest on all such costs incurred at the Agreed Interest Rate. Landlord shall also have the right to retain or dispose of all or any portion of Tenant’s personal property or Trade Fixtures if Tenant does not pay all such costs and retrieve the property within ten (10) days after notice from Landlord (in which event title to all such property described in Landlord’s notice shall be transferred to and vest in Landlord). Tenant waives all claims, demands and causes of action against Landlord for any damage or loss to Tenant resulting from Landlord’s removal, storage, retention, or disposition of any such property. Upon expiration or termination of this Lease or of Tenant’s possession, whichever is earliest, Tenant shall surrender all keys to the Premises or any other part of the Premises and shall deliver to Landlord all keys for or make known to Landlord the combination of locks on all safes, cabinets and vaults that may be located in the Premises. Tenant’s obligations under this Section shall survive the expiration or termination of this Lease.

35

16.3	Holding Over: If Tenant holds over the Premises or any part thereof after expiration of the Lease Term, such holding over shall be considered to be at sufferance only, at a Monthly Base Rent equal to one hundred fifty percent (150%) of the Monthly Base Rent in effect immediately prior to such holding over and shall otherwise be on all the other terms and conditions of this Lease. This paragraph shall not be construed as Landlord’s permission for Tenant to hold over. Acceptance of Rent by Landlord following expiration or termination shall not constitute a renewal of this Lease or extension of the Lease Term except as specifically set forth above.
16.4	Subordination: The following provisions shall govern the relationship of this Lease to any underlying lease, mortgage or deed of trust which now or hereafter affects the Premises, and any renewal, modification, consolidation, replacement or extension thereof (collectively “Security Instruments”), which have bear or may hereafter be executed affecting the Premises or Project, provided, that with respect to any Security Instrument entered into after the date hereof, the party secured by such Security Instrument shall have executed and delivered to Tenant a subordination, non-disturbance and attornment agreement on such party’s standard form with such modifications thereto as are reasonably requested by Tenant.
16.4.1	This Lease is subject and subordinate to all Security Instruments existing as of the Effective Date. However, if any Lender so requires, this Lease shall become prior and superior to any such Security Instruments.
16.4.2	At Landlord’s election, this Lease shall become subject and subordinate to any Security Instruments created after the Effective Date.
16.4.3	Tenant shall execute any document or instrument required by Landlord or any Lender to make this Lease either prior or subordinate to any of the Security Instruments, which may include such other matters as the Lender customarily requires in connection with such agreements, including provisions that the Lender not be liable for any defaults on the part of Landlord occurring prior to the time the Lender takes possession of the Premises in connection with the enforcement of its Security Instrument. Tenant’s failure to execute any such document or instrument within ten (10) days after written demand therefor shall constitute a default by Tenant.
16.5	Lender Protection and Attornment: In the event of any default on the part of the Landlord, Tenant will give notice by registered mail to any Lender whose name, if any, has been provided to Tenant and shall offer Lender a reasonable opportunity to cure the default, including time to obtain possession of the Premises by power of sale or judicial foreclosure or other appropriate legal proceedings, if such should prove necessary to effect a cure. Tenant shall attorn to any purchaser of the Premises or Project at any foreclosure sale or private sale conducted pursuant to any Security Instrument encumbering the Premises or Project, or to any grantee or transferee designated in any deed given in lieu of foreclosure.
16.6	Estoppel Certificates and Financial Statements: At all times during the Lease Term, Tenant agrees, within ten (10) business days after any request by Landlord, promptly to

36

	execute and deliver to Landlord an estoppel certificate, (i) certifying that this Lease is unmodified and in full force and effect, or if modified, stating the nature of such modification and certifying that this Lease, as so modified, is in full force and effect, (ii) stating the date to which the rent and other charges are paid in advance, if any, (iii) acknowledging that there are not, to Tenant’s knowledge, any uncured defaults on the part of Landlord hereunder, or if there are uncured defaults, stating the nature of such uncured defaults, and (iv) certifying such other information about the Lease as may be reasonably required by Landlord. Tenant’s failure to deliver an estoppel certificate within ten (10) days after delivery of Landlord’s request therefore shall be a conclusive admission by Tenant that, as of the date of the request for such statement, (v) this Lease is unmodified except as may be represented by Landlord in said request and is in full force and effect, (vi) to Tenant’s knowledge, there are no uncured defaults in Landlord’s performance, and (vii) no rent has been paid more than thirty (30) days in advance. At any time during the Lease Term but solely in connection with any sale or financing of the Project, Tenant shall, upon ten (10) business days’ prior written notice from Landlord, provide Tenant’s or Tenant’s parent company’s most recent financial information that is publicly available of otherwise generally provided by Tenant to its creditors to any Lender or to any buyer of Landlord’s interest in the Premises.
16.7	Force Majeure: Any prevention, delay, or stoppage due to strikes, lockouts, inclement weather, labor disputes, inability to obtain labor, materials, fuels or reasonable substitutes therefor, governmental restrictions, regulations, controls, action or inaction, civil commotion, fire or other acts of God, and other causes beyond the reasonable control of either party to perform shall excuse the performance by either party, for a period equal to the period of any said prevention, delay, or stoppage, of any obligation hereunder, provided that Tenant shall not be so excused from any of its monetary obligations hereunder except as otherwise set forth herein.
16.8	Notices: Any notice required or desired to be given regarding this Lease shall be in writing and shall be personally served, or in lieu of personal service may be given by mail or by nationally recognized overnight courier at the addresses for the parties set forth in the “Lease Summary” to this Lease (or such other addresses as may be specified by a party hereto giving notice of same to the other party in accordance with this Section). Personally served notices shall be deemed to have been given when received by the party, if served by mail, such notice shall be deemed to have been given (i) on the third business day after mailing to the party if such notice was deposited in the United States mail, certified and postage prepaid, addressed to the party to be served at the address set forth in the preceding sentence, and (ii) in all other cases when actually received.
16.9	Corporate Authority: (a) Each individual executing this Lease on behalf of Tenant is duly authorized to execute and deliver this Lease on behalf of said corporation in accordance with the bylaws of said corporation. This Lease is binding upon Tenant in accordance with its terms. Tenant is a duly authorized and existing corporation qualified to do business in the State in which the Property is located and that the corporation has full right and authority to enter into this Lease. (b) Each individual executing this Lease on behalf of Landlord is duly authorized to execute and deliver this

37

	Lease on behalf of said corporation in accordance with the bylaws of said corporation. This Lease is binding upon Landlord in accordance with its terms. Landlord is a duly authorized and existing corporation qualified to do business in the State in which the Property is located and that the corporation has full right and authority to enter into this Lease.
16.10	Miscellaneous: Should any provisions of this Lease prove to be invalid or illegal, such invalidity or illegality shall in no way affect, impair or invalidate any other provision hereof, and such remaining provisions shall remain in full force and effect, to the extent permitted by law. Time is of the essence with respect to the performance of every provision of this Lease in which time of performance is a factor. The captions used in this Lease are for convenience only and shall not be considered in the construction or interpretation of any provision hereof. Any executed copy of this Lease shall be deemed an original for all purposes. This Lease shall, subject to the provisions regarding assignment, apply to and bind the respective heirs, successors, executors, administrators and assigns of Landlord and Tenant. “Party” shall mean Landlord or Tenant, as the context implies. If Tenant consists of more than one person or entity, then all members of Tenant shall be jointly and severally liable hereunder. Nothing in this Section or this Lease is intended to confer personal liability upon the officers or shareholders of Tenant. This Lease shall be construed and enforced in accordance with the laws of the State of California. The language in all parts of this Lease shall in all cases be construed as a whole according to its fair meaning, and not strictly for or against either Landlord or Tenant. When the context of this Lease requires, the neuter gender includes the masculine, the feminine, a partnership or corporation or joint venture, and the singular includes the plural. When a party is required to do something by this Lease, it shall do so at its sole cost and expense without right of reimbursement from the other party unless specific provision is made therefor. All measurements of gross leasable area shall be made from the outside faces of exterior walls and the centerline of joint partitions. Landlord makes no covenant or warranty as to the exact square footage of any area. Where Tenant is obligated not to perform any act, Tenant is also obligated to restrain any others within its control from performing said act, including agents, invitees, contractors, subcontractors and employees. Landlord shall not become or be deemed a partner nor a joint venturer with Tenant by reason of the provisions of this Lease.
16.11	Brokerage Commissions: Tenant warrants that is has not had any dealings with any real estate brokers, leasing agents, salesmen, or incurred any obligations for the payment of real estate brokerage commissions or finder’s fees which would be earned or due and payable by reason of the execution of this Lease.
16.12	Consents and Approvals: Wherever the consent, approval, judgment or determination of Landlord is required or permitted under this Lease, Landlord may exercise its good faith business judgment in granting or withholding such consent or approval or in making such judgment or determination without reference to any extrinsic standard of reasonableness, unless the provision providing for such consent, approval, judgment or determination specifies that Landlord’s consent or approval is not to be unreasonably withheld, or that such judgment or determination is to be reasonable, or otherwise

38

	specifies the standards under which Landlord may withhold its consent. Notwithstanding anything to the contrary contained in this Lease, if it is determined that Landlord failed to give its consent where it was required to do so under this Lease, Tenant shall be entitled to specific performance but not to monetary damages for such failure. The review and/or approval by Landlord of any item to be reviewed or approved by Landlord under the terms of this Lease or any Exhibits hereto shall not impose upon Landlord any liability for accuracy or sufficiency of any such item or the quality or suitability of such item for its intended use. Any such review or approval is for the sole purpose of protecting Landlord’s interest in the Premises under this Lease, and no third parties, including Tenant, its agents, employees, contractors, invitees or any person or entity claiming by, through or under Tenant, shall have any rights hereunder.
16.13	Termination by Exercise of Right: If this Lease is terminated pursuant to its terms by the proper exercise of a right to terminate specifically granted to Landlord or Tenant by this Lease, then this Lease shall terminate thirty (30) days after the date the right to terminate is properly exercised (unless another date is specified in that part of the Lease creating the right, in which event the date so specified for termination shall prevail), the rent and all other charges due hereunder shall be prorated as of the date of termination, and neither Landlord nor Tenant shall have any further rights or obligations under this Lease except for those that have accrued prior to the date of termination or those obligations which this Lease specifically provides are to survive termination. This Section does not apply to a termination of this Lease by Landlord as a result of a default by Tenant.
16.14	Entire Agreement: This Lease, the Building 91 Lease and the SLA constitute the entire agreement between the parties with respect to the subject matter of this Lease, and there are no binding agreements or representations between the parties except as expressed herein, in the Building 91 Lease or in the SLA. Tenant acknowledges that neither Landlord nor Landlord’s agent(s) has made any representation or warranty as to (i) whether the Premises may be used for Tenant’s intended use under existing Law or (ii) the suitability of the Premises for the conduct of Tenant’s business or the condition of any improvements located thereon. Tenant expressly waives all claims for damage by reason of any statement, representation, warranty, promise or other agreement of Landlord or Landlord’s agent(s), if any, with respect to this Lease that are not contained in this Lease or in any addendum or amendment hereto or the SLA. No subsequent change or addition to this Lease shall be binding unless in writing and signed by the parties hereto. To the extent there is any inconsistency between the terms and provisions of this Lease and the terms and provisions of that certain Asset Purchase Agreement dated as of August 14, 2005 by and between Agilent Technologies, Inc. and Argos Acquisition Pte. Ltd , the terms and provisions of this Lease shall control, but only with respect to the use and operation of the Premises. To the extent there is any inconsistency between the terms and provisions of this Lease and the terms and provisions of the SLA, as between Landlord and Tenant, the terms and previsions of this Lease shall control.

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16.15 Service Level Agreement: In the event that the SLA is terminated in accordance with its terms prior to the end of the Term hereof for any reason (including without limitation pursuant to Section 4 of the SLA or the repudiation or rejection of the SLA whether in bankruptcy or similar proceeding or otherwise), Landlord shall have the option to either (i) immediately and continuously provide (or arrange for the provision of) through the Term of this Lease all services provided to Tenant pursuant to the SLA, on the terms of the SLA as though Landlord were “Contractor” thereunder, and as though the SLA had not been terminated during the Term hereof, or (ii) terminate this Lease by giving at least ten (10) days prior written notice to Tenant.

[Signature page follows]

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     IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease with the intent to be legally bound thereby, to be effective as of the Effective Date of this Lease.

LANDLORD:		TENANT:
AGILENT TECHNOLOGIES, INC.,		AVAGO TECHNOLOGIES U.S. INC.,
a Delaware corporation		a Delaware corporation
By:	/s/ Marie Oh Huber	By:	/s/ Kenneth Y. Hao
Printed Name: Marie Oh Huber		Printed Name: Kenneth Y. Hao
Title: Vice President, Assistant Secretary and Assistant General Counsel		Title: Vice President and Secretary
Date: December 1, 2005		Date: December 1, 2005

EX-10.11 51 f23597orexv10w11.htm EXHIBIT 10.11

Exhibit-10.11

$975,000,000

CREDIT AGREEMENT

Dated as of December 1, 2005

among

AVAGO TECHNOLOGIES FINANCE PTE. LTD.,
AVAGO TECHNOLOGIES FINANCE S.À.R.L.,
AVAGO TECHNOLOGIES (MALAYSIA) SDN. BHD. (f/k/a Jumbo Portfolio Sdn. Bhd.),
AVAGO TECHNOLOGIES WIRELESS (U.S.A.) MANUFACTURING INC.,
AVAGO TECHNOLOGIES U.S. INC.

as Borrowers

AVAGO TECHNOLOGIES HOLDING PTE. LTD.

as Holdings

and

The Several Lenders
from Time to Time Parties Hereto

CITICORP INTERNATIONAL LIMITED (HONG KONG),
as Asian Administrative Agent

CITICORP NORTH AMERICA, INC.,
as Tranche B-1 Term Loan Administrative Agent and as Collateral Agent

CITIGROUP GLOBAL MARKETS INC.,
as Joint Lead Arranger and Joint Lead Bookrunner

LEHMAN BROTHERS INC.,
as Joint Lead Arranger, Joint Lead Bookrunner and Syndication Agent

CREDIT SUISSE,
as Documentation Agent

Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, New York 10153-0119

TABLE OF CONTENTS

		Page
SECTION 1.	Definitions		3
1.1	Defined Terms		3
1.2	Exchange Rates		59
1.3	Business		60
SECTION 2.	Amount and Terms of Credit		60
2.1	Commitments		60
2.2	Minimum Amount of Each Borrowing; Maximum Number of Borrowings		66
2.3	Notice of Borrowing		66
2.4	Disbursement of Funds		70
2.5	Repayment of Loans; Evidence of Debt		71
2.6	Conversions and Continuations		73
2.7	Pro Rata Borrowings		75
2.8	Interest		76
2.9	Interest Periods		77
2.10	Increased Costs, Illegality, etc		78
2.11	Compensation		80
2.12	Change of Lending Office		81
2.13	Notice of Certain Costs		81
2.14	Incremental Facilities		81
2.15	Conversion of Malaysian Revolving Credit Facility		83
SECTION 3.	Letters of Credit		84
3.1	Letters of Credit		84
3.2	Letter of Credit Requests		85
3.3	Letter of Credit Participations		86
3.4	Agreement to Relay Letter of Credit Drawings		88
3.5	Increased Costs		89
3.6	Successor Letter of Credit Issuer		90
SECTION 4.	Fees; Commitments		90
4.1	Fees		90

i

TABLE OF CONTENTS
(continued)

		Page
4.2	Voluntary Reduction of Revolving Credit Commitments		92
4.3	Mandatory Termination of Commitments		93
SECTION 5.	Payments		93
5.1	Voluntary Prepayments		93
5.2	Mandatory Prepayments		94
5.3	Method and Place of Payment		99
5.4	Net Payments		99
5.5	Computations of Interest and Fees		102
5.6	Limit on Rate of Interest		102
SECTION 6.	Conditions Precedent to Initial Borrowing		103
6.1	Credit Documents		103
6.2	Collateral		103
6.3	Legal Opinions		104
6.4	No Default		104
6.5	Senior Notes		104
6.6	Equity Investments		104
6.7	Closing Certificates		104
6.8	Corporate Proceedings of Each Credit Party		104
6.9	Corporate Documents		105
6.10	Fees		105
6.11	Representations and Warranties		105
6.12	Related Agreements		105
6.13	Solvency Certificate		105
6.14	Financial Statements		105
6.15	Acquisition		105
6.16	Insurance		105
6.17	Consolidated Total Debt to Adjusted EBITDA		106
6.18	Pro Forma Financial Statements; Projections		106

ii

TABLE OF CONTENTS
(continued)

		Page
SECTION 7.	Conditions Precedent to All Credit Events and Tranche B-2 Term Loan Borrowing		106
7.1	No Default; Representations and Warranties		106
7.2	Notice of Borrowing; Letter of Credit Request		106
7.3	Tranche B-2 Term Loan Borrowing		107
7.4	Malaysian U.S. Dollar Loans		107
SECTION 8.	Representations, Warranties and Agreements		108
8.1	Corporate Status		108
8.2	Corporate Power and Authority		108
8.3	No Violation		108
8.4	Litigation		108
8.5	Margin Regulations		109
8.6	Governmental Approvals		109
8.7	Investment Company Act		109
8.8	True and Complete Disclosure		109
8.9	Financial Condition; Financial Statements		109
8.10	Tax Returns and Payments		110
8.11	Compliance with ERISA		110
8.12	Subsidiaries		111
8.13	Intellectual Property, etc		111
8.14	Environmental Laws		111
8.15	Properties		111
8.16	Solvency		112
8.17	Public Utility Holding Company Act		112
SECTION 9.	Affirmative Covenants		112
9.1	Information Covenants		112
9.2	Books, Records and Inspections		115
9.3	Maintenance of Insurance		116
9.4	Payment of Taxes		116
9.5	Consolidated Corporate Franchises		116

iii

TABLE OF CONTENTS
(continued)

		Page
9.6	Compliance with Statutes, Regulations, etc		116
9.7	ERISA		116
9.8	Maintenance of Properties		117
9.9	Transactions with Affiliates		117
9.10	End of Fiscal Years; Fiscal Quarters		118
9.11	Additional Guarantors and Grantors		118
9.12	Pledges of Additional Stock and Evidence of Indebtedness		118
9.13	Use of Proceeds		119
9.14	Further Assurances		119
9.15	Maintenance of Rating of Facilities		120
SECTION 10.	Negative Covenants		120
10.1	Limitation on Indebtedness		120
10.2	Limitation on Liens		123
10.3	Limitation on Fundamental Changes		124
10.4	Limitation on Sale of Assets		126
10.5	Limitation on Investments		128
10.6	Limitation on Dividends		130
10.7	Limitations on Debt Payments and Amendments		132
10.8	Limitations on Sale Leasebacks		133
10.9	Consolidated Total Senior Secured Debt to Adjusted EBITDA Ratio		133
10.10	Capital Expenditures		134
10.11	Changes in Business		134
10.12	Limitation on Activities of Holdings		135
10.13	Limitation on Activities of the Lux Borrower		135
SECTION 11.	Events of Default		135
11.1	Payments		135
11.2	Representations, etc		136
11.3	Covenants		136
11.4	Default Under Other Agreements		136

iv

TABLE OF CONTENTS
(continued)

		Page
11.5	Bankruptcy		136
11.6	ERISA		137
11.7	Guarantee		137
11.8	Pledge Agreements		138
11.9	Security Agreement		138
11.10	Mortgages		138
11.11	Judgments		138
11.12	Change of Control		139
11.13	Investors’ Right to Cure		139
SECTION 12.	The Agents		140
12.1	Appointment		140
12.2	Delegation of Duties		141
12.3	Exculpatory Provisions		141
12.4	Reliance by Agents		142
12.5	Notice of Default		142
12.6	Non-Reliance on Administrative Agents, Collateral Agent and Other Lenders		143
12.7	Indemnification		143
12.8	Administrative Agent in its Individual Capacity		144
12.9	Successor Agents		144
12.10	Withholding Tax		145
12.11	Security Documents		145
SECTION 13.	Miscellaneous		146
13.1	Amendments and Waivers		146
13.2	Notices		147
13.3	No Waiver; Cumulative Remedies		148
13.4	Survival of Representations and Warranties		148
13.5	Payment of Expenses and Taxes		148
13.6	Successors and Assign; Participations and Assignments		149
13.7	Replacements of Lenders under Certain Circumstances		155

v

TABLE OF CONTENTS
(continued)

		Page
13.8	Adjustments; Set-off		156
13.9	Counterparts		156
13.10	Severability		156
13.11	Integration		157
13.12	Waiver of Judicial Bond		157
13.13	Waiver of Immunity		157
13.14	Currency of Payment		157
13.15	GOVERNING LAW		158
13.16	Submission to Jurisdiction; Waivers; Service of Process		158
13.17	Acknowledgments		159
13.18	WAIVERS OF JURY TRIAL		159
13.19	Confidentiality		160
13.20	Citigroup Direct Website Communications		160
13.21	USA PATRIOT Act		161
13.22	Stamp Act, 1949 of Malaysia		161

vi

SCHEDULES
Schedule 1.1(a)	Applicable Lending Office and Addresses for Notice
Schedule 1.1(b)	Mortgaged Properties
Schedule 1.1(c)	Commitments of Lenders
Schedule 1.1(d)	Excluded Subsidiaries
Schedule 6.1	Closing Date Security Documents
Schedule 8.12	Subsidiaries
Schedule 9.14(c)	Post-Closing Security Documents and Other Actions
Schedule 10.1	Closing Date Indebtedness
Schedule 10.2	Closing Date Liens
Schedule 10.5	Closing Date Investments
EXHIBITS
Exhibit C	Form of Guarantee
Exhibit D	Form of Mortgage (Real Property)
Exhibit E	Form of Perfection Certificate
Exhibit F	Form of Pledge Agreement
Exhibit G	Form of Security Agreement
Exhibit H	Form of Letter of Credit Request
Exhibit I-1	Form of Legal Opinion of Simpson Thacher & Bartlett LLP
Exhibit I-2	Form of Legal Opinions of Singaporean and other Local Counsel
Exhibit J	Form of Closing Certificate
Exhibit K-1	Form of Assignment and Acceptance (Tranche B Term Loans)
Exhibit K-2	Form of Assignment and Acceptance (Revolving Credit Loans)
Exhibit L-1	Form of Promissory Note (Tranche B Term Loans and New Tranche B Term Loans)
Exhibit L-2	Form of Promissory Note (Revolving Credit Loans and Swingline Loans)
Exhibit M	Form of Joinder Agreement

vii

          CREDIT AGREEMENT dated as of December 1, 2005, among AVAGO TECHNOLOGIES FINANCE PTE. LTD., a company incorporated under the Singapore Companies Act (the “Company” or the “Singaporean Borrower”), a wholly-owned Subsidiary of AVAGO TECHNOLOGIES HOLDING PTE. LTD., a company incorporated under the Singapore Companies Act (“Holdings”), a wholly-owned Subsidiary of AVAGO TECHNOLOGIES LIMITED., a company incorporated under the Singapore Companies Act (“Parent”), AVAGO TECHNOLOGIES FINANCE S.À.R.L., a Grand Duchy of Luxembourg limited liability company (the “Lux Borrower”), AVAGO TECHNOLOGIES (MALAYSIA) SDN. BHD. (f/k/a Jumbo Portfolio Sdn. Bhd.) (Company No. 704181-P), a company incorporated in Malaysia under the Companies Act 1965 (the “Malaysian Borrower”), AVAGO TECHNOLOGIES WIRELESS (U.S.A.) MANUFACTURING INC., a Delaware corporation (“U.S. Wireless”), and AVAGO TECHNOLOGIES U.S. INC., a Delaware corporation (“U.S. Opco” and together with U.S. Wireless, collectively, the “U.S. Borrowers” and each a “U.S. Borrower”, and together with the Singaporean Borrower, the Lux Borrower and the Malaysian Borrower, collectively, the “Borrowers”), the lending institutions listed on the signature pages hereto as a “Lender” or that from time to time become parties hereto by execution of an Assignment and Acceptance (each a “Lender” and, collectively, the “Lenders”), CITICORP INTERNATIONAL LIMITED (HONG KONG), as Asian Administrative Agent, CITICORP NORTH AMERICA, INC., as Tranche B-1 Term Loan Administrative Agent and as Collateral Agent, CITIGROUP GLOBAL MARKETS INC., as Joint Lead Arranger and Joint Lead Bookrunner, LEHMAN BROTHERS INC., as Joint Lead Arranger, Joint Lead Bookrunner and Syndication Agent, and CREDIT SUISSE, as Documentation Agent (such term and each other capitalized term used but not defined in this introductory statement having the meaning provided in Section 1).

          WHEREAS, pursuant to the Asset Purchase Agreement (as amended from time to time in accordance therewith, the “Acquisition Agreement”), dated as of August 14, 2005, between Agilent Technologies, Inc. (the “Seller”) and the Parent, pursuant to which the Parent and its Subsidiaries will acquire (the “Acquisition”) certain assets (the “Acquired Assets”) of the Seller;

          WHEREAS, to fund, in part, the Acquisition, the Investors will contribute and loan an amount in cash to Holdings and/or a direct or indirect parent thereof in exchange for Stock and Stock Equivalents (which cash will be contributed to the Company in exchange for common and preferred Stock), which together with any rollover equity issued to the Management Investors (such contribution and loan from the Investors and the Management Investors, collectively, the “Equity Investments”), shall equal not less than 30% of the aggregate consideration paid to the Seller under the Acquisition Agreement;

          WHEREAS, (a) to consummate the transactions contemplated by the Acquisition, the Company, U.S. Opco and U.S. Wireless will issue $500,000,000 aggregate principal amount of 10.125% senior fixed rate notes due 2013, $250,000,000 aggregate principal amount of senior floating rate notes due 2013 and $ 250,000,000 aggregate principal amount of 11.875% senior subordinated notes due 2015 (collectively,

the “Senior Notes”), in a Rule 144A or other private placement (the “Senior Notes Offering”) generating , collectively, aggregate gross proceeds of up to $1,000,000,000 (or such lesser amount sufficient, together with the Equity Investments and the proceeds generated from the Tranche B-1 Term Loans hereunder, to consummate the transactions contemplated by the Acquisition);

          WHEREAS, in connection with the foregoing, Holdings and the Company requested the Lenders to extend credit in the form of (i) Term Loans made available to the Singapore Borrower and the Lux Borrower, in an aggregate principal amount of $725,000,000, (ii) U.S. Dollar Revolving Credit Loans made available to the Singaporean Borrower and the U.S. Borrowers at any time and from time to time prior to the Revolving Credit Maturity Date, in an aggregate principal amount at any time outstanding not in excess of $140,000,000, (iii) Multi-Currency Revolving Credit Loans made available to the Singaporean Borrower and the U.S. Borrowers at any time and from time to time prior to the Revolving Credit Maturity Date, in an aggregate principal amount at any time outstanding not in excess of U.S. Dollar Equivalent of $90,000,000 less the sum of (A) the aggregate Letters of Credit Outstanding at such time and (B) the aggregate principal amount of all Multi-Currency Swingline Loans outstanding at such time, and (iv) Malaysian Revolving Credit Loans made available to (A) the Malaysian Borrower at any time and from time to time prior to the earlier of the Malaysian Commitment Conversion Date and the Revolving Credit Maturity Date, in an aggregate principal amount at any time outstanding not in excess of U.S. Dollar Equivalent of $20,000,000 less the aggregate principal amount of all Malaysian Swingline Loans outstanding at such time, or (B) the Singaporean Borrower and the U.S. Borrowers at any time after the Malaysian Commitment Conversion Date and prior to the Revolving Credit Maturity Date, in an aggregate principal amount at any time outstanding not in excess of $20,000,000. The Company has requested the Letter of Credit Issuer to issue Letters of Credit under the U.S. Dollar Revolving Credit Facility at any time and from time to time prior to the L/C Maturity Date, in an aggregate face amount at any time outstanding not in excess of $40,000,000. The Company has requested (a) the Multi-Currency Swingline Lender to extend credit to the Singaporean Borrower and the U.S. Borrowers in the form of Multi-Currency Swingline Loans at any time and from time to time prior to the Swingline Maturity Date, in an aggregate principal amount at any time outstanding not in excess of U.S. Dollar Equivalent of $50,000,000 and (b) the Malaysian Swingline Lender to extend credit to the Malaysian Borrower in the form of Malaysian Swingline Loans at any time and from time to time prior to the earlier of the Malaysian Commitment Conversion Date and the Swingline Maturity Date, in an aggregate principal amount at any time outstanding not in excess of U.S. Dollar Equivalent of $20,000,000;

          WHEREAS, the proceeds of the Tranche B-1 Term Loans will be used by the Company, together with (a) the net proceeds of the Senior Notes Offering and (b) the Equity Investments, on the Closing Date solely to effect the Acquisition and to pay Transaction Expenses. Proceeds of the Tranche B-2 Term Loans, subject to the terms hereof, may be used by the Company to pay dividends as provided in Section 10.6(c) and for other general corporate purposes. Proceeds of the Revolving Credit Loans and the

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Swingline Loans will be used by the Borrowers on or after the Closing Date for general corporate purposes (including Permitted Acquisitions). The Letters of Credit will be used by the Borrowers for general corporate purposes; and

          WHEREAS, the Lenders and Letter of Credit Issuer are willing to make available to the Borrowers such term loans, revolving credit and letter of credit facilities upon the terms and subject to the conditions set forth herein.

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

          SECTION 1. Definitions.

          1.1 Defined Terms. (a) As used herein, the following terms shall have the meanings specified in this Section 1.1 unless the context otherwise requires (it being understood that defined terms in this Agreement shall include in the singular number the plural and in the plural the singular):

          “ABR” shall mean, for any day, a rate per annum (rounded upwards, if necessary, to the next 1/16 of 1%) equal to (a) with respect to any Tranche B Term Loans, U.S. Dollar Revolving Credit Loans, Multi-Currency U.S. Dollar Loans, Multi-Currency U.S. Dollar Swingline Loans or Malaysian U.S. Dollar Swingline Loans, the greater of (i) the U.S. Prime Rate in effect on such day or (ii) the Federal Funds Effective Rate in effect on such day plus ¹/2 of 1%, (b) with respect to any Multi-Currency Singapore Dollar Loans or Multi-Currency Singapore Dollar Swingline Loans, the Singaporean Prime Rate, and (iii) with respect to any Malaysian Ringgit Swingline Loans, the Malaysian Base Lending Rate. Any change in the ABR due to a change in the Prime Rate (or the Federal Funds Effective Rate, if applicable), shall be effective as of the opening of business on the effective day of such change in the Prime Rate (or the Federal Funds Effective Rate, if applicable), respectively.

          “ABR Loan” shall mean each Loan that bears interest at a rate based on the ABR.

          “Acquired Assets” shall have the meaning provided in the preamble to this Agreement.

          “Acquired EBITDA” shall mean, with respect to any Acquired Entity or Business or any Converted Restricted Subsidiary (any of the foregoing, a “Pro Forma Entity”) for any period, the amount for such period of Consolidated EBITDA of such Pro Forma Entity (determined using such definitions as if references to the Company and its Subsidiaries therein were to such Pro Forma Entity and its Subsidiaries), all as determined on a consolidated basis for such Pro Forma Entity in accordance with GAAP.

          “Acquired Entity or Business” shall have the meaning provided in the definition of the term “Consolidated EBITDA”.

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          “Acquisition” shall have the meaning provided in the preamble to this Agreement.

          “Acquisition Agreement” shall have the meaning provided in the preamble to this Agreement.

          “Adjusted EBITDA” shall mean Consolidated EBITDA, plus the sum, without duplication, and to the extent not added back in arriving at such Consolidated EBITDA, of (a) for any period that includes a fiscal quarter occurring prior to the fifth fiscal quarter after the Closing Date, the excess of (i) any expenses allocated by Seller to the historical financial statements of its semiconductor products business segment for services and other times provided previously by Seller, and any expenses of the type previously allocated by Seller that are incurred by the Company and its Restricted Subsidiaries on or after the Closing Date and prior to the fifth fiscal quarter after the Closing Date, over (ii) the portion of the $157,000,000 of stand-alone expenses projected by the Company in good faith to be incurred in lieu of the expenses described in clause (i) above applicable to such period, (b) the elimination of all operating results relating to the Company’s and its Subsidiaries’ camera module business (provided that the aggregate amount of add-backs pursuant to this clause (b) shall not exceed $16,000,000 for the Test Period ended July 31, 2005 and $8,000,000 for the Test Period ended October 31, 2005) and (c) non-recurring charges related to the items described in clause (b).

          “Adjusted Total Malaysian Revolving Credit Commitment” shall mean at anytime the Total Malaysian Revolving Credit Commitment less the aggregate Revolving Credit Commitments of all Defaulting Malaysian Lenders.

          “Adjusted Total Multi-Currency Revolving Credit Commitment” shall mean at anytime the Total Multi-Currency Revolving Credit Commitment less the aggregate Revolving Credit Commitments of all Defaulting Multi-Currency Lenders.

          “Adjusted Total Revolving Credit Commitment” shall mean, at any time, with respect to (a) the U.S. Dollar Revolving Credit Commitments, the Adjusted Total U.S. Dollar Revolving Credit Commitment, (b) the Multi-Currency Revolving Credit Commitments, the Adjusted Total Multi-Currency Revolving Credit Commitment and (c) the Malaysian Revolving Credit Commitments, the Adjusted Malaysian Revolving Credit Commitment.

          “Adjusted Total Tranche B-1 Term Loan Commitment” shall mean at any time the Total Tranche B-1 Term Loan Commitment less the Tranche B-1 Term Loan Commitments of all Defaulting Lenders.

          “Adjusted Total Tranche B-2 Term Loan Commitment” shall mean at any time the Total Tranche B-2 Term Loan Commitment less the Tranche B-2 Term Loan Commitments of all Defaulting Lenders.

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          “Adjusted Total Term Loan Commitment” shall mean at any time the Total Term Loan Commitment less the Term Loan Commitments of all Defaulting Lenders.

          “Adjusted Total U.S. Dollar Revolving Credit Commitment” shall mean at anytime the Total U.S. Dollars Revolving Credit Commitment less the aggregate Revolving Credit Commitments of all U.S. Dollar Defaulting Lenders.

          “Administrative Agents” shall mean, collectively, the Asian Administrative Agent and the Tranche B-1 Term Loan Administrative Agent.

          “Administrative Agent’s Office” shall mean (a) in the case of the Asian Administrative Agent, its office located at 13/F, Two Harbourfront, 22 Tak Fung Street, Hunghom, Kowloon, Hong Kong, (b) in the case of the Tranche B-1 Term Loan Administrative Agent, its office located at 2 Penns Way, Suite 110, New Castle, Delaware 19720 and (c) in each case, such other office as the applicable Administrative Agent may hereafter designate in writing as such to the other parties hereto.

          “Administrative Questionnaire” shall have the meaning provided in Section 13.6(b).

          “Affiliate” shall mean, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under direct or indirect common control with such Person. A Person shall be deemed to control a corporation if such Person possesses, directly or indirectly, the power (a) to vote 10% or more of the securities having ordinary voting power for the election of directors of such corporation or (b) to direct or cause the direction of the management and policies of such corporation, whether through the ownership of voting securities, by contract or otherwise.

          “Agent Parties” shall have the meaning provided in Section 13.20(c).

          “Agents” shall mean each of the Joint Lead Arrangers, each of the Administrative Agents, the Collateral Agent, the Syndication Agent and the Documentation Agent.

          “Aggregate Malaysian Revolving Credit Outstanding” shall have the meaning provided in Section 5.2(b)(iii).

          “Aggregate Multi-Currency Revolving Credit Outstanding” shall have the meaning provided in Section 5.2(b)(ii).

          “Aggregate U.S. Dollar Revolving Credit Outstanding” shall have the meaning provided in Section 5.2(b)(i).

          “Agreement” shall mean this Credit Agreement, as the same may be amended, supplemented or otherwise modified from time to time.

          “Amortization Amount” shall have the meaning provided in Section 5.2(c).

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          “Applicable ABR Margin” shall mean at any date, with respect to (a) each ABR Loan that is a Tranche B Term Loan, the applicable percentage per annum set forth below based upon the Status in effect on such date:

	Applicable ABR Margin for
Status	Term Loans
Level A Status		1.500	%
Level B Status		1.250	%

and (b) each ABR Loan that is a Revolving Credit Loan or a Swingline Loan, the applicable percentage per annum set forth below based upon the Status in effect on such date:

	Applicable ABR Margin for
	Revolving Credit Loans and
Status	Swingline Loans
Level I Status		1.500	%
Level II Status		1.250	%
Level III Status		1.000	%
Level IV Status		0.750	%

          Notwithstanding the foregoing, the term “Applicable ABR Margin” shall mean 1.50% per annum, during the period from and including the Closing Date to but excluding the Trigger Date.

          “Applicable Amount” shall mean on any date (the “Reference Date”) (A) the sum of, without duplication, (i) (x) for purposes of Section 10.5(g) and Section 10.5(i), $150,000,000 and (y) for purposes of Section 10.6(e) and Section 10.7(a)(i), $75,000,000 and (ii) an amount equal to (x) the cumulative amount of Excess Cash Flow for all fiscal years completed after the Closing Date (commencing with and including the fiscal year ending October 31, 2006) and prior to the Reference Date minus (y) the portion of such Excess Cash Flow that has been (or will be) applied after the Closing Date and on or prior to the Reference Date to the prepayment of Loans in accordance with Section 5.2(a)(ii), provided that, in the case of Sections 10.6(e) and 10.7(a)(i) only, the amount in clause (ii) shall only be available if the Consolidated Total Debt to Adjusted EBITDA Ratio of the Company for the Test Period last ended is less than 5.00:1.00, determined on a pro forma basis after giving effect to any dividend or prepayment, repurchase or redemption actually made pursuant to Sections 10.6(e) or 10.7(a)(i), plus (B) the amount of any capital contributions (other than the Equity Investments and any Cure Amount) made in cash to the Company from and including the Business Day immediately following the Closing Date through and including the Reference Date, including contributions with proceeds from the issuance of equity securities of Holdings or the Company, minus (C) in each case, the portion of such amount used since the Closing Date and prior to the Reference Date to make Investments pursuant to Section

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10.5(g) or 10.5(i), to pay dividends pursuant to Section 10.6(e) and/or to make prepayments, repurchases and redemptions pursuant to Section 10.7(a)(i), as applicable.

          “Applicable Lending Office” shall mean, with respect to each Lender, (a) its U.S. Lending Office in the case of any ABR Loan, (b) its European Lending Office in the case of any LIBOR Loan, (c) its Singaporean Lending Office in the case of any SOR Loan and (d) its Malaysian Lending Office in the case of any RM Loan.

          “Applicable LIBOR Margin” shall mean at any date, with respect to (a) each LIBOR Loan that is a Tranche B Term Loan, the applicable percentage per annum set forth below based upon the Status in effect on such date:

	Applicable LIBOR Margin for
Status	Tranche B Term Loans
Level A Status		2.500	%
Level B Status		2.250	%

and (b) each LIBOR Loan that is a Revolving Credit Loan or a Swingline Loan, the applicable percentage per annum set forth below based upon the Status in effect on such date:

	Applicable LIBOR Margin for
Status	Revolving Credit and Swingline Loans
Level I Status		2.500	%
Level II Status		2.250	%
Level III Status		2.000	%
Level IV Status		1.750	%

          Notwithstanding the foregoing, the term “Applicable LIBOR Margin” shall mean, with respect to each LIBOR Loan that is a Tranche B Term Loan, Revolving Credit Loan or a Swingline Loan, 2.50% per annum, during the period from and including the Closing Date to but excluding the Trigger Date.

          “Applicable RM Margin” shall mean at any date, with respect to each RM Loan that is a Revolving Credit Loan or a Swingline Loan, the applicable percentage per annum set forth below based upon the Status in effect on such date:

	Applicable RM Margin for
Status	Revolving Credit and Swingline Loans
Level I Status		2.500	%
Level II Status		2.250	%
Level III Status		2.000	%
Level IV Status		1.750	%

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          Notwithstanding the foregoing, the term “Applicable RM Margin” shall mean, with respect to each RM Loan that is a Revolving Credit Loan or a Swingline Loan, 2.50% per annum, during the period from and including the Closing Date to but excluding the Trigger Date.

          “Applicable SOR Margin” shall mean at any date, with respect to each SOR Loan that is a Revolving Credit Loan or a Swingline Loan, the applicable percentage per annum set forth below based upon the Status in effect on such date:

	Applicable SOR Margin for
Status	Revolving Credit and Swingline Loans
Level I Status		2.500	%
Level II Status		2.250	%
Level III Status		2.000	%
Level IV Status		1.750	%

          Notwithstanding the foregoing, the term “Applicable SOR Margin” shall mean, with respect to each SOR Loan that is a Revolving Credit Loan or a Swingline Loan, 2.50% per annum, during the period from and including the Closing Date to but excluding the Trigger Date.

          “Approved Fund” shall have the meaning provided in Section 13.6.

          “Asian Administrative Agent” shall mean Citicorp International Limited (Hong Kong) as agent for the Revolving Lenders and the Tranche B-2 Term Loan Lenders.

          “Asset Sale Prepayment Event” shall mean any Disposition of any business units, assets or other property of Holdings, the Company or any of the Restricted Subsidiaries not in the ordinary course of business, other than the Storage Sale (including any Disposition of any Stock or Stock Equivalents of any Subsidiary of Holdings or the Company owned by Holdings, the Company or a Restricted Subsidiary, including any sale of any Stock or Stock Equivalents of any Restricted Subsidiary). Notwithstanding the foregoing, the term “Asset Sale Prepayment Event” shall not include any transaction permitted by Section 10.4, other than transactions permitted by Sections 10.4(b) and (e).

          “Assignment and Acceptance” shall mean an assignment and acceptance substantially in the form of Exhibit K.

          “Authorized Officer” shall mean the President, the Chief Financial Officer, the Treasurer or any other senior officer of the applicable Borrower designated as such in writing to the Administrative Agents by such Borrower.

          “Bankruptcy Code” shall have the meaning provided in Section 11.5.

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          “Board” shall mean the Board of Governors of the Federal Reserve System of the United States (or any successor).

          “Borrowers” shall have the meaning provided in the preamble to this Agreement.

          “Borrowing” shall mean and include (a) the incurrence of Multi-Currency Swingline Loans from the Multi-Currency Swingline Lender on a given date, (b) the incurrence of Malaysian Swingline Loans from the Malaysian Swingline Lender on a given date, (c) the incurrence of one Type of a Tranche B-1 Term Loan on the Closing Date (or resulting from conversions on a given date after the Closing Date) or a Tranche B-2 Term Loan on a given date having, in the case of LIBOR Term Loans, the same Interest Period (provided that ABR Loans incurred pursuant to Section 2.10(b) shall be considered part of any related Borrowing of LIBOR Term Loans), (d) the incurrence of U.S. Dollar Revolving Credit Loan on a given date having the same Interest Period, (e) the incurrence of Multi-Currency Revolving Credit Loan on a given date having the same Interest Period, and (f) the incurrence of Malaysian Revolving Credit Loan on a given date having the same Interest Period.

          “Business Day” shall mean any day excluding Saturday, Sunday and any day that shall be in The City of New York a legal holiday or a day on which banking institutions are authorized by law or other governmental actions to close and if the applicable Business Day relates to notices, determinations, fundings and payments in connection with (a) the LIBOR Rate or any LIBOR Loan, a day on which deposits of U.S. Dollars are also carried on in the London interbank market, (b) in the case of any Tranche B-2 Term Loan or any Revolving Credit Loans, a day of the year on which banking institutions in Singapore or Hong Kong are not required or authorized by law or other governmental actions to close, (c) in the case of SOR Loan, a day on which deposits of Singapore Dollars are also carried on in the Singapore interbank market and (d) in the case of RM Loans, a day on which deposits of Ringgit are also carried on in the Kuala Lumpur Interbank Money Market.

          “Capital Expenditures” shall mean, for any period, the aggregate of all expenditures (whether paid in cash or accrued as liabilities and including in all events all amounts expended or capitalized under Capital Leases, but excluding any amount representing capitalized interest) by the Company and the Restricted Subsidiaries during such period that, in conformity with GAAP, are or are required to be included as additions during such period to property, plant or equipment reflected in the consolidated balance sheet of the Company and its Subsidiaries, provided that the term “Capital Expenditures” shall not include (a) expenditures made in connection with the replacement, substitution, restoration or repair of assets (i) to the extent financed from insurance proceeds paid on account of the loss of or damage to the assets being replaced, restored or repaired or (ii) with awards of compensation arising from the taking by eminent domain or condemnation of the assets being replaced, (b) the purchase price of equipment that is purchased simultaneously with the trade-in of existing equipment to the extent that the gross amount of such purchase price is reduced by the credit granted by the seller of

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such equipment for the equipment being traded in at such time, (c) the purchase of plant, property or equipment made within two years of the sale of any asset to the extent purchased with the proceeds of such sale, (d) expenditures that constitute any part of Consolidated Lease Expense, (e) expenditures that are accounted for as capital expenditures by the Company or any Restricted Subsidiary and that actually are paid for by a Person other than the Company or any Restricted Subsidiary and for which neither the Company nor any Restricted Subsidiary has provided or is required to provide or incur, directly or indirectly, any consideration or obligation to such Person or any other Person (whether before, during or after such period), (f) the book value of any asset owned by the Company or any Restricted Subsidiary prior to or during such period to the extent that such book value is included as a capital expenditure during such period as a result of such Person reusing or beginning to reuse such asset during such period without a corresponding expenditure actually having been made in such period, provided that (x) any expenditure necessary in order to permit such asset to be reused shall be included as a Capital Expenditure during the period in which such expenditure actually is made and (y) such book value shall have been included in Capital Expenditures when such asset was originally acquired, (g) expenditures that constitute Permitted Acquisitions, (h) Transaction Expenses, or (i) Transition Expenses.

          “Capital Lease” shall mean, as applied to any Person, any lease of any property (whether real, personal or mixed) by that Person as lessee that, in conformity with GAAP, is, or is required to be, accounted for as a capital lease on the balance sheet of that Person.

          “Capitalized Lease Obligations” shall mean, as applied to any Person, all obligations under Capital Leases of such Person or any of its Subsidiaries, in each case taken at the amount thereof accounted for as liabilities in accordance with GAAP.

          “Casualty Event” shall mean, with respect to any property of any Person, any loss of or damage to, or any condemnation or other taking by a Governmental Authority of, such property for which such Person or any of its Restricted Subsidiaries receives insurance proceeds, or proceeds of a condemnation award or other compensation.

          “Change in Law” shall mean (a) the adoption of any law, treaty, order, policy, rule or regulation after the date of this Agreement, (b) any change in any law, treaty, order, policy, rule or regulation or in the interpretation or application thereof by any Governmental Authority after the date of this Agreement or (c) compliance by the Lender with any guideline, request or directive issued or made after the date hereof by any central bank or other governmental or quasi-governmental authority (whether or not having the force of law).

          “Change of Control” shall mean and be deemed to have occurred if (a) the Sponsors and the Management Investors shall at any time not own, in the aggregate, directly or indirectly, beneficially and of record, at least 35% of the voting power of the outstanding Voting Stock of Holdings (other than as the result of one or more widely

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distributed offerings of the common stock of Holdings or any direct or indirect parent thereof, in each case whether by Holdings, such parent, the Sponsors or the Management Investors); or (b) any person, entity or “group” (within the meaning of Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended) shall at any time have acquired direct or indirect beneficial ownership of a percentage of the voting power of the outstanding Voting Stock of Holdings that exceeds the percentage of the voting power of such Voting Stock then beneficially owned, in the aggregate, by the Sponsors and the Management Investors, unless, in the case of either clause (a) or (b) above, the Sponsors and the Management Investors have, at such time, the right or the ability by voting power, contract or otherwise to elect or designate for election at least a majority of the board of directors of Holdings; or (c) Holdings shall cease to own and control all of the economic and voting rights associated with all of the outstanding Stock of the Company; or (d) Continuing Directors shall not constitute at least a majority of the board of directors of Holdings; or (e) at any time, a Change of Control (as defined in the Senior Notes Indenture) shall have occurred.

          “Class”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are Revolving Credit Loans, New Revolving Loans, Tranche B Term Loans, New Tranche B Term Loans (of each Series) or Swingline Loans and, when used in reference to any Commitment, refers to whether such Commitment is a Revolving Credit Commitment, a New Revolving Credit Commitment, Tranche B Term Loan Commitment or a New Tranche B Term Loan Commitment.

          “Closing Date” shall mean the date of the initial Borrowing hereunder.

          “Code” shall mean the Internal Revenue Code of 1986, as amended from time to time, and the regulations promulgated and rulings issued thereunder. Section references to the Code are to the Code, as in effect at the date of this Agreement, and any subsequent provisions of the Code, amendatory thereof, supplemental thereto or substituted therefor.

          “Collateral” shall have the meaning provided in any Pledge Agreement, any Security Agreement, any Mortgage or any other Security Document, as applicable.

          “Collateral Agent” shall mean Citicorp North America, Inc., as collateral agent for the Lenders and the other Secured Parties.

          “Commitment Fee Rate” shall mean, with respect to any commitment fee payable pursuant to Section 4 on any day, the rate per annum set forth below opposite the Status in effect on such day:

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Status	Commitment Fee Rate
Level A Status		0.500	%
Level B Status		0.375	%

          Notwithstanding the foregoing, the term “Commitment Fee Rate” shall mean 0.50%, during the period from and including the Closing Date to but excluding the Trigger Date.

          “Commitments” shall mean, with respect to each Lender, such Lender’s Term Loan Commitment, if any, Malaysian Revolving Credit Commitment, if any, Multi-Currency Revolving Credit Commitment, if any, U.S. Dollar Revolving Credit Commitment, if any, New Revolving Credit Commitment or New Tranche B Term Loan Commitment, if any.

          “Communications” shall have the meaning provided in Section 13.20(a).

          “Company” shall have the meaning provided in the preamble to this Agreement.

          “Confidential Information” shall have the meaning provided in Section 13.19.

          “Confidential Information Memorandum” shall mean the Confidential Information Memorandum of the Company dated November 2005, delivered to the Lenders in connection with this Agreement.

          “Consolidated EBITDA” shall mean, for any period, Consolidated Net Income for such period, plus:

          (a) without duplication and to the extent already deducted (and not added back) in arriving at such Consolidated Net Income, the sum of the following amounts for such period:

          (i) total interest expense and to the extent not reflected in such total interest expense, any losses on hedging obligations or other derivative instruments entered into for the purpose of hedging interest rate risk, net of interest income and gains on such hedging obligations, and costs of surety bonds in connection with financing activities,

          (ii) provision for taxes based on income, profits or capital of the Company and the Restricted Subsidiaries, including state, franchise and similar taxes and foreign withholding taxes paid or accrued during such period,

          (iii) depreciation and amortization (including any amortization of prepaid software licenses),

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          (iv) Non-Cash Charges,

          (v) extraordinary losses and unusual or non-recurring charges, severance, relocation costs and curtailments or modifications to pension and post-retirement employee benefit plans,

          (vi) restructuring charges or reserves (including any one-time costs incurred in connection with acquisitions after the date hereof and to closure and/or consolidation of facilities),

          (vii) any deductions attributable to minority interests,

          (viii) the amount of management, monitoring, consulting and advisory fees and related expenses paid to the Sponsors,

          (ix) any costs or expenses incurred by the Company or a Restricted Subsidiary pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or any stock subscription or shareholder agreement, to the extent that such costs or expenses are funded with cash proceeds contributed to the capital of the Company or net cash proceeds of an issuance of Stock or Stock Equivalents of the Company (other than preferred Stock or preferred Stock Equivalents that are not Qualified PIK Securities); and

          (x) commencing with the fifth fiscal quarter following the Closing Date, the amount of net cost savings projected by the Company in good faith to be realized as a result of specified actions taken by the Company and its Restricted Subsidiaries (calculated on a pro forma basis as though such cost savings had been realized on the first day of such period), net of the amount of actual benefits realized during such period from such actions, provided that (A) such cost savings are reasonably identifiable and factually supportable, (B) such actions are taken on or prior to the third anniversary of the Closing Date, (C) no cost savings shall be added pursuant to this clause (x) to the extent duplicative of any expenses or charges relating to such cost savings that are included in clause (vi) above with respect to such period and (D) the aggregate amount of cost savings added pursuant to this clause (x) shall not exceed $30,000,000 for any period consisting of four consecutive quarters, less

          (b) without duplication and to the extent included in arriving at such Consolidated Net Income, the sum of the following amounts for such period:

          (i) extraordinary gains and unusual or non-recurring gains,

          (ii) non-cash gains (excluding any non-cash gain to the extent it represents the reversal of an accrual or reserve for a potential cash item that reduced Consolidated EBITDA in any prior period),

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          (iii) gains on asset sales (other than asset sales in the ordinary course of business),

          (iv) any net after-tax income from the early extinguishment of Indebtedness or hedging obligations or other derivative instruments, and

          (v) all gains from investments recorded using the equity method,

in each case, as determined on a consolidated basis for the Company and the Restricted Subsidiaries in accordance with GAAP; provided that, to the extent included in Consolidated Net Income,

          (i) there shall be excluded in determining Consolidated EBITDA currency translation gains and losses related to currency remeasurements of Indebtedness (including the net loss or gain resulting from Hedge Agreements for currency exchange risk),

          (ii) there shall be excluded in determining Consolidated EBITDA for any period any adjustments resulting from the application of Statement of Financial Accounting Standards No. 133, and

          (iii) there shall be included in determining Consolidated EBITDA for any period, without duplication, (A) the Acquired EBITDA of any Person, property, business or asset acquired by the Company or any Restricted Subsidiary during such period (but not the Acquired EBITDA of any related Person, property, business or assets to the extent not so acquired) to the extent not subsequently sold, transferred, abandoned or otherwise disposed by the Company or such Restricted Subsidiary (each such Person, property, business or asset acquired and not subsequently so disposed of, an “Acquired Entity or Business”) and the Acquired EBITDA of any Unrestricted Subsidiary that is converted into a Restricted Subsidiary during such period (each, a “Converted Restricted Subsidiary”), based on the actual Acquired EBITDA of such Acquired Entity or Business or Converted Restricted Subsidiary for such period (including the portion thereof occurring prior to such acquisition or conversion) and (B) an adjustment in respect of each Acquired Entity or Business equal to the amount of the Pro Forma Adjustment with respect to such Acquired Entity or Business for such period (including the portion thereof occurring prior to such acquisition) as specified in a Pro Forma Adjustment Certificate and delivered to the Lenders and the Administrative Agents and (C) there shall be excluded in determining Consolidated EBITDA for any period the Disposed EBITDA of any Person, property, business or asset (other than an Unrestricted Subsidiary) sold, transferred, abandoned or otherwise disposed of, closed or classified as discontinued operations by the Company or any Restricted Subsidiary during such period (each such Person, property, business or asset so sold or disposed of, a “Sold Entity or Business”), and the Acquired EBITDA of any Restricted Subsidiary that is converted into an Unrestricted Subsidiary during such period (each, a “Converted Unrestricted Subsidiary”) based on the actual Disposed EBITDA of

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such Sold Entity or Business or Converted Restricted Subsidiary for such period (including the portion thereof occurring prior to such sale, transfer or disposition or conversion).

For the purpose of the definition of Consolidated EBITDA, “Non-Cash Charges” means (a) losses on asset sales, disposals or abandonments, (b) any impairment charge or asset write-off related to intangible assets, long-lived assets, and investments in debt and equity securities pursuant to GAAP, (c) all losses from investments recorded using the equity method, (d) stock-based awards compensation expense, and (e) other non-cash charges (provided that if any non-cash charges referred to in this clause (e) represent an accrual or reserve for potential cash items in any future period, the cash payment in respect thereof in such future period shall be subtracted from Consolidated EBITDA to such extent, and excluding amortization of a prepaid cash item that was paid in a prior period).

          “Consolidated Lease Expense” shall mean, for any period, all rental expenses of Holdings, the Company and the Restricted Subsidiaries during such period under operating leases for real or personal property (including in connection with Permitted Sale Leasebacks), excluding real estate taxes, insurance costs and common area maintenance charges and net of sublease income, other than (a) obligations under vehicle leases entered into in the ordinary course of business, (b) all such rental expenses associated with assets acquired pursuant to a Permitted Acquisition to the extent that such rental expenses relate to operating leases in effect at the time of (and immediately prior to) such acquisition and (c) Capitalized Lease Obligations, all as determined on a consolidated basis in accordance with GAAP, provided that there shall be excluded from Consolidated Lease Expense for any period the rental expenses of all Unrestricted Subsidiaries for such period to the extent otherwise included in Consolidated Lease Expense.

          “Consolidated Net Income” shall mean, for any period, the net income (loss) of the Company and the Restricted Subsidiaries for such period determined on a consolidated basis in accordance with GAAP, excluding, without duplication, (a) extraordinary items for such period, (b) the cumulative effect of a change in accounting principles during such period to the extent included in Consolidated Net Income, (c) in the case of any period that includes a period ending prior to or during the fiscal year ending April 30, 2007, Transaction Expenses, (d) Transition Expenses incurred and expensed during such period to the extent deducted in calculating such Consolidated Net Income, (e) any fees and expenses incurred during such period, or any amortization thereof for such period, in connection with any acquisition, investment, recapitalization, asset disposition, issuance or repayment of debt, issuance of equity securities, refinancing transaction or amendment or other modification of any debt instrument (in each case, including any such transaction consummated prior to the Closing Date and any such transaction undertaken but not completed) and any charges or non-recurring merger costs incurred during such period as a result of any such transaction, (f) any income (loss) for such period attributable to the early extinguishment of Indebtedness and (g) accruals and reserves that are established that are so required to be established or adjusted as a result of the Transactions in accordance with GAAP or

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changes as a result of adoption of or modification of accounting policies, in each case, within twelve months after the Closing Date. There shall be excluded from Consolidated Net Income for any period the purchase accounting effects of adjustments to inventory, property and equipment, software and other intangible assets and deferred revenue in component amounts required or permitted by GAAP and related authoritative pronouncements (including the effects of such adjustments pushed down to the Company and the Restricted Subsidiaries), as a result of the Transactions, any consummated acquisition, or the amortization or write-off of any amounts thereof (including any write-off of in process research and development).

          “Consolidated Total Debt” shall mean, as of any date of determination, (a) the sum of (i) all Indebtedness of the types described in clause (a) and, other than for the purposes of Section 6.17 and Section 7.3(d), clause (e) of the definition thereof actually owing by Holdings, the Company and the Restricted Subsidiaries on such date determined on a consolidated basis (provided that the amount of any Capitalized Lease Obligations or any such Indebtedness issued at a discount to its face value shall be determined in accordance with GAAP) minus (b) the aggregate cash included in the cash accounts listed on the consolidated balance sheet of Holdings and the Restricted Subsidiaries as at such date in excess of $15,000,000 to the extent the use thereof for application to payment of Indebtedness is not prohibited by law or any contract to which Holdings or any the Restricted Subsidiaries is a party.

          “Consolidated Total Debt to Adjusted EBITDA Ratio” shall mean, as of any date of determination, the ratio of (a) Consolidated Total Debt as of the last day of the relevant Test Period to (b) Adjusted EBITDA for such Test Period.

          “Consolidated Total Senior Secured Debt” shall mean, as of any date of determination, (a) the sum of all Indebtedness outstanding under the Credit Facilities (other than any second lien tranche of Credit Facilities extended subsequent to the Closing Date) on such date, but excluding an amount equal to (i) the aggregate Stated Amount of all outstanding Letters of Credit, minus (ii) the aggregate amount of all Unpaid Drawings, plus (b) the aggregate outstanding principal amount of all Indebtedness incurred pursuant to Section 10.1(A)(j) or 10.1(A)(k) to the extent secured by a Lien permitted by Section 10.2, (unless the Secured Parties shall have a first-priority perfected security interest, prior to any other secured party, in the assets subject to such Lien), minus (c) the aggregate cash included in the cash accounts listed on the consolidated balance sheet of the Company and the Restricted Subsidiaries as at such date in excess of $15,000,000 to the extent the use thereof for application to payment of Indebtedness is not prohibited by law or any contract to which the Company or any the Restricted Subsidiaries is a party.

          “Consolidated Total Senior Secured Debt to Adjusted EBITDA Ratio” shall mean, as of any date of determination, the ratio of (a) Consolidated Total Senior Secured Debt as of the last day of the relevant Test Period to (b) Adjusted EBITDA for such Test Period.

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          “Consolidated Working Capital” shall mean, at any date, the excess of (a) the sum of all amounts (other than cash, cash equivalents and bank overdrafts) that would, in conformity with GAAP, be set forth opposite the caption “total current assets” (or any like caption) on a consolidated balance sheet of the Company and the Restricted Subsidiaries at such date over (b) the sum of all amounts that would, in conformity with GAAP, be set forth opposite the caption “total current liabilities” (or any like caption) on a consolidated balance sheet of the Company and the Restricted Subsidiaries on such date, but excluding (i) the current portion of any Funded Debt (including the current portion of Capital Lease Obligations), (ii) without duplication of clause (i) above, all Indebtedness consisting of Loans and Letter of Credit Exposure to the extent otherwise included therein and (iii) the current portion of current and deferred income taxes.

          “Continuing Director” shall mean, at any date, an individual (a) who is a member of the board of directors of Holdings on the date hereof, (b) who, as at such date, has been a member of such board of directors for at least the 12 preceding months, (c) who has been nominated to be a member of such board of directors, directly or indirectly, by the Sponsors or Persons nominated by the Sponsors or (d) who has been nominated to be a member of such board of directors by a majority of the other Continuing Directors then in office.

          “Contract Consideration” shall have the meaning provided in the definition of Excess Cash Flow.

          “Converted Restricted Subsidiary” shall have the meaning provided in the definition of the term “Consolidated EBITDA.”

          “Converted Unrestricted Subsidiary” shall have the meaning provided in the definition of the term “Consolidated EBITDA.”

          “Credit Documents” shall mean this Agreement, the Security Documents, each Letter of Credit and any promissory notes issued by a Borrower hereunder.

          “Credit Event” shall mean and include the making (but not the conversion or continuation) of a Loan and the issuance of a Letter of Credit.

          “Credit Facility” shall mean a category of Commitments and extensions of credit thereunder.

          “Credit Facilities” shall mean, collectively, each category of Commitments and each extension of credit hereunder.

          “Credit Party” shall mean each of Holdings, the Company, the Guarantors and each other Subsidiary of Holdings or the Company that is a party to a Credit Document.

          “Cure Amount” shall have the meaning provided in Section 11.13(a).

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          “Cure Right” shall have the meaning provided in Section 11.13(a).

          “Currency of Payment” shall have the meaning provided in Section 13.14.

          “Debt Incurrence Prepayment Event” shall mean any issuance or incurrence by Holdings, the Company or any of the Restricted Subsidiaries of any Indebtedness (including any issuance by the Company of Permitted Additional Notes to the extent the Net Cash Proceeds are not used for a Permitted Acquisition but excluding any other Indebtedness permitted to be issued or incurred under Section 10.1 other than Section 10.1(A)(o)).

          “Default” shall mean any event, act or condition that with notice or lapse of time, or both, would constitute an Event of Default.

          “Defaulting Lender” shall mean each Defaulting Term Lender, each Defaulting U.S. Dollar Lender, each Defaulting Multi-Currency Lender and each Defaulting Malaysian Lender.

          “Defaulting Malaysian Lender” shall mean any Malaysian Lender with respect to which a Lender Default under the Malaysian Revolving Credit Facility is in effect.

          “Defaulting Multi-Currency Lender” shall mean any Multi-Currency Lender with respect to which a Lender Default under the Multi-Currency Revolving Credit Facility is in effect.

          “Defaulting Term Lender” shall mean any Term Loan Lender with respect to which a Lender Default under the Term Loan Credit Facility is in effect.

          “Defaulting U.S. Dollar Lender” shall mean any U.S. Dollar Lender with respect to which a Lender Default under the U.S. Dollar Revolving Credit Facility is in effect.

          “Designated Asset Sale” shall mean any sale, transfer or other disposition of any business units, product lines, assets or other property of the Company or any of the Restricted Subsidiaries related thereto, other than the Electronic Components Business Unit.

          “Designated Non-Cash Consideration” shall mean the fair market value of non-cash consideration received by the Company or a Restricted Subsidiary in connection with a Disposition pursuant to Section 10.4(b) and Section 10.4(c) that is designated as Designated Non-Cash Consideration pursuant to a certificate of an Authorized Officer of the Company, setting forth the basis of such valuation (which amount will be reduced by the fair market value of the portion of the non-cash consideration converted to cash within 180 days following the consummation of the applicable Disposition).

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          “Disposed EBITDA” shall mean, with respect to any Sold Entity or Business or any Converted Unrestricted Subsidiary for any period, the amount for such period of Consolidated EBITDA of such Sold Entity or Business or Converted Unrestricted Subsidiary (determined as if references to the Company and the Restricted Subsidiaries in the definition of Consolidated EBITDA were references to such Sold Entity or Business or Converted Unrestricted Subsidiary and its Subsidiaries), all as determined on a consolidated basis for such Sold Entity or Business.

          “Disposition” shall have the meaning provided in Section 10.4(b).

          “Dividends” or “dividends” shall have the meaning provided in Section 10.6.

          “Documentation Agent” shall mean Credit Suisse, together with its affiliates, as the documentation agent for the Lenders under this Agreement and the other Credit Documents.

          “Drawing” shall have the meaning provided in Section 3.4(b).

          “Electronic Components Business Unit” shall mean the Company’s optocoupler, optoelectgronic/LED, optical mouse sensor, infrared transceiver and motion controller products lines.

          “Environmental Claims” shall mean any and all actions, suits, orders, decrees, demands, demand letters, claims, liens, notices of noncompliance, violation or potential responsibility or investigation (other than internal reports prepared by the Company or any of the Subsidiaries (a) in the ordinary course of such Person’s business or (b) as required in connection with a financing transaction or an acquisition or disposition of real estate) or proceedings relating in any way to any Environmental Law or any permit issued, or any approval given, under any such Environmental Law (hereinafter, “Claims”), including, without limitation, (i) any and all Claims by governmental or regulatory authorities for enforcement, cleanup, removal, response, remedial or other actions or damages pursuant to any applicable Environmental Law and (ii) any and all Claims by any third party seeking damages, contribution, indemnification, cost recovery, compensation or injunctive relief relating to the presence, release or threatened release of Hazardous Materials or arising from alleged injury or threat of injury to health or safety (to the extent relating to human exposure to Hazardous Materials), or the environment including, without limitation, ambient air, surface water, groundwater, land surface and subsurface strata and natural resources such as wetlands.

          “Environmental Law” shall mean any applicable Federal, state, foreign or local statute, law, rule, regulation, ordinance, code and rule of common law now or hereafter in effect and in each case as amended, and any binding judicial or administrative interpretation thereof, including any binding judicial or administrative order, consent decree or judgment, relating to the protection of environment, including, without limitation, ambient air, surface water, groundwater, land surface and subsurface

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strata and natural resources such as wetlands, or human health or safety (to the extent relating to human exposure to Hazardous Materials), or Hazardous Materials.

          “Equity Investments” shall have the meaning provided in the preamble to this Agreement.

          “Equity Investments Minimum Amount” shall mean an amount equal to 30% of the aggregate consideration paid to the Seller under the Acquisition Agreement, including the proceeds of debt, equity (including rollover equity) and cash used to consummate the Acquisition.

          “ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time. Section references to ERISA are to ERISA as in effect at the date of this Agreement and any subsequent provisions of ERISA amendatory thereof, supplemental thereto or substituted therefor.

          “ERISA Affiliate” shall mean each person (as defined in Section 3(9) of ERISA) that together with any Borrower or a Subsidiary would be deemed to be a “single employer” within the meaning of Section 414(b) or (c) of the Code or, solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single employer under Section 414 of the Code.

          “European Lending Office” shall mean, with respect to any Lender, the office of such Lender specified as its “European Lending Office” opposite its name on Schedule 1.1(a) or on the Assignment and Acceptance by which it became a Lender or such other office of such Lender as such Lender may from time to time specify to the Company and the applicable Administrative Agent.

          “Event of Default” shall have the meaning provided in Section 11.

          “Excess Cash Flow” shall mean, for any period, an amount equal to the excess of

(a) the sum, without duplication, of

(i)	Consolidated Net Income for such period,
(ii)	an amount equal to the amount of all non-cash charges to the extent deducted in arriving at such Consolidated Net Income,
(iii)	an amount equal to the provision for taxes based on income, profits or capital of the Company and the Restricted Subsidiaries, including state, franchise and similar taxes and foreign withholding taxes paid or accrued during such period to the extent deducted in arriving at such Consolidated Net Income,

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(iv)	decreases in Consolidated Working Capital for such period, and
(v)	an amount equal to the aggregate net non-cash loss on the sale, lease, transfer or other disposition of assets by the Company and the Restricted Subsidiaries during such period (other than sales in the ordinary course of business) to the extent deducted in arriving at such Consolidated Net Income, over

(b) the sum, without duplication, of

(i)	an amount equal to the amount of all non-cash credits included in arriving at such Consolidated Net Income and cash charges included in clauses (a) through (e) of the definition of Consolidated Net Income (other than cash charges in respect of Transaction Expenses paid on or about the Closing Date to the extent financed with the proceeds of Indebtedness incurred on the Closing Date or the Equity Investments),
(ii)	the amount of all Transition Expenses paid in cash during such period, other than any Transition Expenses expensed during such period or financed with proceeds of Indebtedness of the Company or any Restricted Subsidiary or the Equity Investment.
(iii)	the amount of Capital Expenditures made in cash during such period, except to the extent that such Capital Expenditures were financed with the proceeds of Indebtedness of the Company or the Restricted Subsidiaries,
(iv)	the aggregate amount of all prepayments of Revolving Credit Loans and Swingline Loans made during such period to the extent accompanying reductions of the Total Revolving Credit Commitments, except to the extent financed with the proceeds of other Indebtedness of the Company or the Restricted Subsidiaries,
(v)	the aggregate amount of all principal payments of Indebtedness of the Company or the Restricted Subsidiaries (including any Term Loans and the principal component of payments in respect of Capitalized Lease Obligations but excluding Revolving Credit Loans, Swingline Loans and voluntary prepayments of Term Loans pursuant to Section

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	5.1) made during such period (other than in respect of any revolving credit facility to the extent there is not an equivalent permanent reduction in commitments thereunder), except to the extent financed with the proceeds of other Indebtedness of the Company or the Restricted Subsidiaries,
(vi)	an amount equal to the aggregate net non-cash gain on the sale, lease, transfer or other disposition of assets by the Company and the Restricted Subsidiaries during such period (other than sales in the ordinary course of business) to the extent included in arriving at such Consolidated Net Income,
(vii)	increases in Consolidated Working Capital for such period,
(viii)	payments by the Company and the Restricted Subsidiaries during such period in respect of long-term liabilities of the Company and the Restricted Subsidiaries other than Indebtedness,
(ix)	without duplication of amounts deducted pursuant to clause (xi) below in prior fiscal years, the aggregate amount of cash consideration paid by the Company and the Restricted Subsidiaries in connection with Investments (including acquisitions) made during such period pursuant to Section 10.5 to the extent that such Investments were financed with internally generated cash flow of the Company and the Restricted Subsidiaries,
(x)	the amount of dividends paid during such period pursuant to clause (b) or (e) of the proviso to Section 10.6 to the extent such dividends were paid with the proceeds of any amount referred to in clause (a) of this definition,
(xi)	the aggregate amount of expenditures actually made by the Company and the Restricted Subsidiaries in cash during such period (including expenditures for the payment of financing fees) to the extent that such expenditures are not expensed during such period,
(xii)	the aggregate amount of any premium, make-whole or penalty payments actually paid in cash by the Company and the Restricted Subsidiaries during such period that are required to be made in connection with any prepayment of

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	Indebtedness and that are accounted for as extraordinary items,
(xiii)	without duplication of amounts deducted from Excess Cash Flow in prior periods, the aggregate consideration required to be paid in cash by the Company or any of the Restricted Subsidiaries pursuant to binding contracts (the “Contract Consideration”) entered into prior to or during such period relating to Permitted Acquisitions to be consummated or made during the period of four consecutive fiscal quarters of the Company following the end of such period, provided that to the extent the aggregate amount of internally generated cash actually utilized to finance such Permitted Acquisitions during such period of four consecutive fiscal quarters is less than the Contract Consideration, the amount of such shortfall shall be added to the calculation of Excess Cash Flow at the end of such period of four consecutive fiscal quarters, and
(xiv)	the amount of taxes paid in cash in such period.

          “Exchange Rate” shall mean on any day with respect to any Foreign Currency, the rate at which such Foreign Currency may be exchanged into U.S. Dollars, as set forth at approximately 11:00 a.m. (London time) on such day on the Reuters World Currency Page for such Foreign Currency, provided that for the purpose of determining the Malaysian Available Commitments, the Multi-Currency Available Commitments or the U.S. Dollar Available Commitments, Exchange Rate shall mean such rate as of three Business Days prior to the date such determination is made; in the event that such rate does not appear on any Reuters World Currency Page, the Exchange Rate shall be determined by reference to such other publicly available service for displaying exchange rates as may be agreed upon by the applicable Administrative Agent and the Company, or, in the absence of such agreement, such Exchange Rate shall instead be the arithmetic average of the spot rates of exchange of the applicable Administrative Agent in the market where its foreign currency exchange operations in respect of such Foreign Currency are then being conducted, at or about 10:00 a.m. (New York City time) on such date for the purchase of U.S. Dollars for delivery two Business Days later.

          “Excluded Subsidiary” means (a) each Subsidiary listed on Schedule 1.1(d) hereto, (b) any Subsidiary that is prohibited by any applicable Requirement of Law from guaranteeing the Obligations, (c) any Restricted Subsidiary acquired pursuant to a Permitted Acquisition financed with secured Indebtedness incurred pursuant to Section 10.1(A)(j) or Section 10.1(A)(k) and each Restricted Subsidiary thereof that guarantees such Indebtedness to the extent that and so long as the financing documentation relating to such Permitted Acquisition to which such Restricted Subsidiary is party prohibits the ability of such Restricted Subsidiary to guarantee or grant a Lien on any of its assets to secure the Obligations, and provided that each such Restricted Subsidiary shall cease to

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be an Excluded Subsidiary under this clause (c) if such secured Indebtedness is repaid or becomes unsecured or if such Restricted Subsidiary ceases to guarantee such secured Indebtedness, as applicable or to the extent such prohibition no longer applies, (d) any other Subsidiary with respect to which, in the reasonable judgment of the Administrative Agents (confirmed in writing by notice to the Company), the cost or other consequences (including any adverse tax consequences) of providing a Guarantee shall be excessive in view of the benefits to be obtained by the Lenders therefrom, and (e) each Unrestricted Subsidiary.

          “Excluded Taxes” shall mean, with respect to any Agent or any Lender, (a) (i) net income taxes and franchise taxes (imposed in lieu of net income taxes) and capital taxes imposed on any Agent or any Lender and (ii) any taxes imposed on any Agent or any Lender as a result of any current of former connection between such Agent or such Lender and the jurisdiction of the Governmental Authority imposing such tax or any political subdivision or taxing authority thereof or therein (other than any such connection arising solely from such Agent or such Lender having executed, delivered or performed its obligations or received a payment under, or having been a party to or having enforced this Agreement or any other Credit Document) and (b) in the case of a Non-U.S. Lender, (i) any U.S. federal withholding tax that is imposed on amounts payable to such Non-U.S. Lender under the law in effect at the time such Non-U.S. Lender becomes a party to this Agreement (or, in the case of a Non-U.S. Participant, on the date such Non-U.S. Participant became a Participant hereunder); provided that this clause (b)(i) shall not apply to the extent that (x) the indemnity payments or additional amounts any Lender (or Participant) would be entitled to receive (without regard to this clause (b)(i)) do not exceed the indemnity payment or additional amounts that the person making the assignment, participation or transfer to such Lender (or Participant) would have been entitled to receive in the absence of such assignment, participation or transfer or (y) any Tax is imposed on a Lender in connection with an interest or participation in any Loan or other obligation that such Lender was required to acquire pursuant to Section 13.8(a) of this Agreement or that such Lender acquired pursuant to Section 13.7 of this Agreement (it being understood and agreed, for the avoidance of doubt, that any withholding tax imposed on a Non-U.S. Lender as a result of a Change in Law occurring after the time such Non-U.S. Lender became a party to this Agreement (or designates a new lending office) shall not be an Excluded Tax) or (ii) any Tax to the extent attributable to such Non-U.S. Lender’s failure to comply with Section 5.4(d).

          “Federal Funds Effective Rate” shall mean, for any day, the weighted average of the per annum rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average of the quotations for the day of such transactions received by the applicable Administrative Agent from three federal funds brokers of recognized standing selected by it.

          “Fees” shall mean all amounts payable pursuant to, or referred to in, Section 4.1.

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          “Final Date” shall mean the date on which the Revolving Credit Commitments shall have terminated, no Revolving Credit Loans shall be outstanding and the Letters of Credit Outstanding shall have been reduced to zero.

          “Foreign Asset Sale” shall have the meaning provided in Section 5.2(h).

          “Foreign Currencies” shall mean any currency other than U.S. Dollars.

          “Foreign Plan” shall mean any employee benefit plan, program, policy, arrangement or agreement maintained or contributed to by the Company or any of its Subsidiaries with respect to employees employed outside the United States.

          “Fronting Fee” shall have the meaning provided in Section 4.1(c).

          “Funded Debt” shall mean all indebtedness of the Company and the Restricted Subsidiaries for borrowed money that matures more than one year from the date of its creation or matures within one year from such date that is renewable or extendable, at the option of the Company or any Restricted Subsidiary, to a date more than one year from such date or arises under a revolving credit or similar agreement that obligates the lender or lenders to extend credit during a period of more than one year from such date, including all amounts of Funded Debt required to be paid or prepaid within one year from the date of its creation and, in the case of a Borrower, Indebtedness in respect of the Loans.

          “GAAP” shall mean generally accepted accounting principles in the United States of America, as in effect from time to time; provided that if there occurs after the date hereof any change in GAAP that affects in any respect the calculation of any covenant contained in Section 10, the Lenders and the Company shall negotiate in good faith amendments to the provisions of this Agreement that relate to the calculation of such covenant with the intent of having the respective positions of the Lenders and the Company after such change in GAAP conform as nearly as possible to their respective positions as of the date of this Agreement and, until any such amendments have been agreed upon, the covenants in Section 10 shall be calculated as if no such change in GAAP has occurred.

          “Governmental Authority” shall mean any nation, sovereign or government, any state, province, territory or other political subdivision thereof, and any entity or authority exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, including a central bank or stock exchange.

          “Guarantee” shall mean (a) the Guarantee, made by each Guarantor in favor of the Administrative Agents for the benefit of the Secured Parties, substantially in the form of Exhibit C, and (b) any other guarantee of the Obligations made by a Restricted Subsidiary in form and substance reasonably acceptable to the Administrative Agents, in each case as the same may be amended, supplemented or otherwise modified from time to time.

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          “Guarantee and Collateral Exception Amount” shall mean, at any time: (a) $250,000,000, minus (b) the sum of (i) the aggregate amount of Indebtedness incurred or assumed prior to such time pursuant to Sections 10.1(A)(j) or 10.1(A)(k) that is outstanding at such time and that was used to acquire, or was assumed in connection with the acquisition of, Stock, Stock Equivalents and/or assets in respect of which guarantees, pledges and security have not been given pursuant to Sections 9.11 and 9.12, (ii) the aggregate New Loan Commitments at such time and (iii) any Indebtedness incurred by any Restricted Subsidiary that is not a Guarantor, provided that if such amount is a negative number, the Guarantee and Collateral Exception Amount shall be zero.

          “Guarantee Obligations” shall mean, as to any Person, any obligation of such Person guaranteeing or intended to guarantee any Indebtedness of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, including any obligation of such Person, whether or not contingent, (a) to purchase any such Indebtedness or any property constituting direct or indirect security therefor, (b) to advance or supply funds (i) for the purchase or payment of any such Indebtedness or (ii) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, (c) to purchase property, securities or services primarily for the purpose of assuring the owner of any such Indebtedness of the ability of the primary obligor to make payment of such Indebtedness or (d) otherwise to assure or hold harmless the owner of such Indebtedness against loss in respect thereof; provided that the term “Guarantee Obligations” shall not include endorsements of instruments for deposit or collection in the ordinary course of business. The amount of any Guarantee Obligation shall be deemed to be an amount equal to the stated or determinable amount of the Indebtedness in respect of which such Guarantee Obligation is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof (assuming such Person is required to perform thereunder) as determined by such Person in good faith.

          “Guarantors” shall mean Holdings and the Subsidiary Guarantors.

          “Hazardous Materials” shall mean (a) any petroleum or petroleum products, radioactive materials, friable asbestos, urea formaldehyde foam insulation, transformers or other equipment that contain dielectric fluid containing regulated levels of polychlorinated biphenyls, and radon gas; (b) any chemicals, materials or substances defined as or included in the definition of “hazardous substances”, “hazardous waste”, “hazardous materials”, “extremely hazardous waste”, “restricted hazardous waste”, “toxic substances”, “toxic pollutants”, “contaminants”, or “pollutants”, or words of similar import, under any applicable Environmental Law; and (c) any other chemical, material or substance, which is prohibited, limited or regulated by any Environmental Law.

          “Hedge Agreements” shall mean interest rate swap, cap or collar agreements, interest rate future or option contracts, currency swap agreements, currency future or option contracts, commodity price protection agreements or other commodity price hedging agreements, and other similar agreements entered into by the Company or any Guarantor in the ordinary course of business (and not for speculative purposes) in

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order to protect the Company or any of the Restricted Subsidiaries against fluctuations in interest rates, currency exchange rates or commodity prices.

          “Historical Financial Statements” shall mean as of the Closing Date, the audited financial statements of the Company and its Subsidiaries for the Company’s 2003 and 2004 fiscal years, consisting of balance sheets and the related consolidated statements of income, shareholders’ equity and cash flows for such fiscal years.

          “Holdings” shall have the meaning provided in the preamble to this Agreement.

          “Increased Amount Date” shall have the meaning provided in Section 2.14.

          “Indebtedness” of any Person shall mean (a) all indebtedness of such Person for borrowed money, (b) the deferred purchase price of assets or services that in accordance with GAAP would be included as liabilities in the balance sheet of such Person, (c) the face amount of all letters of credit issued for the account of such Person and, without duplication, all drafts drawn thereunder, (d) all Indebtedness of a second Person secured by any Lien on any property owned by such first Person, whether or not such Indebtedness has been assumed, (e) all Capitalized Lease Obligations of such Person, (f) all obligations of such Person under interest rate swap, cap or collar agreements, interest rate future or option contracts, currency swap agreements, currency future or option contracts, commodity price protection agreements or other commodity price hedging agreements and other similar agreements and (g) without duplication, all Guarantee Obligations of such Person, provided that Indebtedness shall not include (i) trade payables and accrued expenses, in each case payable directly or through a bank clearing arrangement and arising in the ordinary course of business, (ii) deferred or prepaid revenue, (iii) purchase price holdbacks in respect of a portion of the purchase price of an asset to satisfy warranty or other unperformed obligations of the respective seller and (iv) liabilities in respect of netting services, overdraft protection, employee credit card programs and similar treasury, depository or cash management arrangements, in each case, (A) arising in the ordinary course of business and (B) to the extent such liability is not included as debt on such Person’s balance sheet.

          “Indemnified Taxes” shall mean all Taxes (other than Excluded Taxes) and Other Taxes.

          “Intellectual Property License Agreement” shall mean the Intellectual Property License Agreement, dated as of the date hereof, between the Seller and the Parent as the same may be amended or otherwise modified from time to time.

          “Interest Period” shall mean, with respect to any Term Loan or Revolving Credit Loan, the interest period applicable thereto, as determined pursuant to Section 2.9.

          “Investment” shall mean, for any Person: (a) the acquisition (whether for cash, property, services or securities or otherwise) of Stock, Stock Equivalents, bonds,

27

notes, debentures, partnership or other ownership interests or other securities of any other Person (including any “short sale” or any sale of any securities at a time when such securities are not owned by the Person entering into such sale); (b) the making of any deposit with, or advance, loan or other extension of credit to, any other Person (including the purchase of property from another Person subject to an understanding or agreement, contingent or otherwise, to resell such property to such Person), but excluding any such advance, loan or extension of credit having a term not exceeding 364 days arising in the ordinary course of business and excluding also any Investment in leases entered into in the ordinary course of business; or (c) the entering into of any guarantee of, or other contingent obligation with respect to, Indebtedness or other monetary liability of any other Person.

          “Investors” shall mean the Sponsors, the Management Investors and each other investor providing a portion of the Equity Investments on the Closing Date.

          “Japanese Security Documents” shall mean any Security Documents governed by the laws of Japan.

          “Joinder Agreement” shall mean an agreement substantially in the form of Exhibit M.

          “Joint Lead Arrangers” shall mean Citigroup Global Markets Inc. and Lehman Brothers Inc.

          “Joint Ventures” shall mean any Person in which the Company or a Restricted Subsidiary maintains an equity investment, but which is not a Subsidiary of the Company or a Restricted Subsidiary.

          “KKR” shall mean each of Kohlberg Kravis Roberts & Co., L.P. and KKR Associates, L.P.

          “L/C Maturity Date” shall mean the date that is five Business Days prior to the Revolving Credit Maturity Date.

          “L/C Participant” shall have the meaning provided in Section 3.3(a).

          “L/C Participation” shall have the meaning provided in Section 3.3(a).

          “Lender” shall have the meaning provided in the preamble to this Agreement.

          “Lender Default” shall mean (a) the failure (which has not been cured) of a Lender to make available its portion of any Borrowing or to fund its portion of any unreimbursed payment under Section 3.3 or (b) a Lender having notified the applicable Administrative Agent and/or the Company that it does not intend to comply with the obligations under Section 2.1(a), 2.1(b), 2.1(d) or 3.3, in the case of either clause (a) or

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clause (b) above, as a result of the appointment of a receiver or conservator with respect to such Lender at the direction or request of any regulatory agency or authority.

          “Letter of Credit” shall have the meaning provided in Section 3.1(a).

          “Letter of Credit Exposure” shall mean, with respect to any U.S. Dollar Lender, at any time, the sum of (a) the amount of any Unpaid Drawings in respect of which such U.S. Dollar Lender has made (or is required to have made) payments to the Letter of Credit Issuer pursuant to Section 3.4(a) at such time and (b) such U.S. Dollar Lender’s U.S. Dollar Revolving Credit Commitment Percentage of the Letters of Credit Outstanding at such time (excluding the portion thereof consisting of Unpaid Drawings in respect of which the U.S. Dollar Lenders have made (or are required to have made) payments to the Letter of Credit Issuer pursuant to Section 3.4(a)).

          “Letter of Credit Fee” shall have the meaning provided in Section 4.1(b).

          “Letter of Credit Issuer” shall mean Citibank N.A., Singapore Branch, any of its Affiliates or any successor pursuant to Section 3.6. The Letter of Credit Issuer may, in its discretion, arrange for one or more Letters of Credit to be issued by Affiliates of the Letter of Credit Issuer, and in each such case the term “Letter of Credit Issuer” shall include any such Affiliate with respect to Letters of Credit issued by such Affiliate. In the event that there is more than one Letter of Credit Issuer at any time, references herein and in the other Credit Documents to the Letter of Credit Issuer shall be deemed to refer to the Letter of Credit Issuer in respect of the applicable Letter of Credit or to all Letter of Credit Issuers, as the context requires.

          “Letters of Credit Outstanding” shall mean at any time, the sum of, without duplication, (a) the aggregate Stated Amount of all outstanding Letters of Credit and (b) the aggregate amount of all Unpaid Drawings in respect of all Letters of Credit.

          “Letter of Credit Request” shall have the meaning provided in Section 3.2(d).

          “Level A Status” shall mean, on any date, the Consolidated Total Debt to Adjusted EBITDA Ratio is greater than or equal to 3.50 to 1.00 as of such date.

          “Level B Status” shall mean, on any date, the circumstance that Level A Status does not exist and the Consolidated Total Debt to Adjusted EBITDA Ratio is less than 3.50 to 1.00 as of such date.

          “Level I Status” shall mean, on any date, the Consolidated Total Debt to Adjusted EBITDA Ratio is greater than or equal to 3.75 to 1.00 as of such date.

          “Level II Status” shall mean, on any date, the circumstance that Level I Status does not exist and the Consolidated Total Debt to Adjusted EBITDA Ratio is greater than or equal to 3.25 to 1.00 as of such date.

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          “Level III Status” shall mean, on any date, the circumstance that neither Level I Status nor Level II Status exists and the Consolidated Total Debt to Adjusted EBITDA Ratio with respect to the Applicable ABR Margin and Applicable LIBOR Margin, is greater than or equal to 2.75 to 1.00 as of such date.

          “Level IV Status” shall mean, on any date, the circumstance that the Consolidated Total Debt to Adjusted EBITDA Ratio is less than 2.75 to 1.00.

          “LIBOR Loan” shall mean any LIBOR Term Loan, LIBOR Revolving Credit Loan or LIBOR Swingline Loan.

          “LIBOR Rate” shall mean, in the case of any LIBOR Term Loan or LIBOR Revolving Credit Loan, with respect to each day during each Interest Period pertaining to such LIBOR Loan, (a) the rate of interest determined on the basis of the rate for deposits in U.S. Dollars for a period equal to such Interest Period commencing on the first day of such Interest Period appearing on Page 3750 of the Telerate screen as of 11:00 a.m. (London time) two Business Days prior to the beginning of such Interest Period multiplied by (b) the Statutory Reserve Rate. In the event that any such rate does not appear on the applicable Page of the Telerate Service (or otherwise on such service), the “LIBOR Rate” for the purposes of this paragraph shall be determined by reference to such other publicly available service for displaying LIBOR rates as may be agreed upon by the Administrative Agents and the Borrowers or, in the absence of such agreement, the “LIBOR Rate” for the purposes of this paragraph shall instead be the rate per annum notified to the applicable Administrative Agent by the Reference Lender as the rate at which the Reference Lender is offered U.S. Dollar deposits at or about 11:00 a.m. (London time) two Business Days prior to the beginning of such Interest Period in the interbank LIBOR market where the LIBOR and foreign currency and exchange operations in respect of its LIBOR Loans are then being conducted for delivery on the first day of such Interest Period for the number of days comprised therein and in an amount comparable to the amount of its LIBOR Term Loan or LIBOR Revolving Credit Loan, as the case may be, to be outstanding during such Interest Period.

          “LIBOR Revolving Credit Loan” shall mean any Revolving Credit Loan bearing interest at a rate determined by reference to the LIBOR Rate.

          “LIBOR Swingline Loan” shall mean any Swingline Loan bearing interest at a rate determined by reference to the LIBOR Rate.

          “LIBOR Term Loan” shall mean any Term Loan bearing interest at a rate determined by reference to the LIBOR Rate.

          “Lien” shall mean any mortgage, pledge, security interest, hypothecation, assignment, lien (statutory or other) or similar encumbrance (including any agreement to give any of the foregoing, any conditional sale or other title retention agreement or any lease in the nature thereof).

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          “Loan” shall mean any Revolving Credit Loan, Swingline Loan, Term Loan, New Revolving Loan or New Tranche B Term Loan made by any Lender hereunder.

          “Local Time” shall mean, with respect to (a) any Borrowing by or of the Lux Borrower, New York City time and (b) any Borrowing by or of any other Borrower, Hong Kong time.

          “Lux Borrower” shall have the meaning provided in the preamble to this Agreement.

          “Lux Intercompany Loans” shall mean any intercompany loans made by the Lux Borrower with the proceeds of the Tranche B-1 Term Loans to certain Restricted Subsidiaries on the Closing Date for the purpose of financing a portion of the Acquisition.

          “Management Investors” shall mean the directors, management officers and employees of the Company and its Subsidiaries who are investors in Holdings and/or the Parent on the Closing Date.

          “Malaysia” shall mean the Federation of Malaysia.

          “Malaysian Available Commitments” shall mean, at any time, an amount equal to the excess, if any, of (a) the then effective Total Malaysian Revolving Credit Commitments over (b) the sum of the aggregate principal amount of all Malaysian Revolving Credit Loans (but not Malaysian Swingline Loans) or New Malaysian U.S. Dollar Revolving Credit Loans, as applicable, then outstanding.

          “Malaysian Base Lending Rate” shall mean the rate of interest per annum publicly announced from time to time by the Citibank Berhad as its base lending rate in effect at its principal office in Kuala Lumpur for extensions of credit (the Malaysian Base Lending Rate not being intended to be the lowest rate of interest charged by Citibank Berhad in connection with extensions of credit to debtors).

          “Malaysian Borrower” shall have the meaning provided in the preamble to this Agreement.

          “Malaysian Borrowing” shall mean Malaysian Revolving Credit Loans, or New Malaysian U.S. Dollar Revolving Credit Loans, as the case may be, made on the same day by the Malaysian Lenders ratably according to their respective Malaysian Revolving Credit Commitments.

          “Malaysian Commitment Conversion Date” shall have the meaning provided in Section 2.15(a).

          “Malaysian Commitment Conversion Notice” shall have the meaning provided in Section 2.15(a).

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          “Malaysian Lender” shall mean each Lender having a Malaysian Revolving Credit Commitment.

          “Malaysian Lending Office” shall mean, with respect to any Lender, the office of such Lender specified as its “Malaysian Lending Office” opposite its name on Schedule 1.1(a) or on the Assignment and Acceptance by which it became a Lender or such other office of such Lender as such Lender may from time to time specify to the Company and the Asian Administrative Agent.

          “Malaysian Mandatory Borrowing” shall have the meaning provided in Section 2.1(d)(ii).

          “Malaysian Revolving Credit Commitment” shall mean, (a) with respect to each Malaysian Lender that is a Malaysian Lender on the date hereof, the amount set forth opposite such Lender’s name on Schedule 1.1(c) as such Lender’s “Malaysian Revolving Credit Commitment,” and (b) in the case of any Lender that becomes a Lender after the date hereof, the amount specified as such Lender’s “Malaysian Revolving Credit Commitment” in the Assignment and Acceptance pursuant to which such Lender assumed a portion of the Total Malaysian Revolving Credit Commitment, in each case as the same may be changed from time to time pursuant to the terms hereof. The aggregate amount of the Malaysian Revolving Credit Commitments as of the Closing Date is U.S. Dollar Equivalent of $20,000,000.

          “Malaysian Revolving Credit Commitment Percentage” shall mean, at any time, for each Malaysian Lender, the percentage obtained by dividing (a) such Lender’s Malaysian Revolving Credit Commitment by (b) the aggregate amount of the Malaysian Revolving Credit Commitments, provided that at any time when the Total Malaysian Revolving Credit Commitment shall have been terminated, each Malaysian Lender’s Revolving Credit Commitment Percentage shall be its Malaysian Revolving Credit Commitment Percentage as in effect immediately prior to such termination.

          “Malaysian Revolving Credit Exposure” shall mean, with respect to any Lender at any time, the sum of the U.S. Dollar Equivalent of (a) the aggregate principal amount of the Malaysian Revolving Credit Loans or New Malaysian U.S. Dollar Revolving Credit Loans, as applicable, of such Lender then outstanding and (b) such Lender’s Malaysian Revolving Credit Commitment Percentage of the aggregate principal amount of all outstanding Malaysian Swingline Loans.

          “Malaysian Revolving Credit Facility” shall mean the Malaysian Revolving Credit Commitments and the provisions herein related to the Malaysian Revolving Credit Loans and New Malaysian U.S. Dollar Revolving Credit Loans, as applicable.

          “Malaysian Revolving Credit Loan” shall mean each Malaysian U.S. Dollar Loan and each Malaysian Ringgit Loan, and, collectively, the “Malaysian Revolving Credit Loans”.

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          “Malaysian Ringgit Loan” shall have the meaning provided in Section 2.1(b)(iii)(B).

          “Malaysian Ringgit Swingline Loan” shall have the meaning provided in Section 2.1(c)(ii)(A).

          “Malaysian Security Agency Agreement” shall bean the Security Agency Agreement executed or to be executed by the Borrowers, Holdings, Avago Technologies Wireless Holding (Labuan) Corporation (f/k/a Argos Wireless Holding (Labuan) Corporation), Avago Technologies Imaging Holding (Labuan) Corporation (f/k/a Argos Imaging Holding (Labuan) Corporation), Avago Technologies Enterprise Holding (Labuan) Corporation (f/k/a Argos Enterprise Holding (Labuan) Corporation), Avago Technologies Storage Holding (Labuan) Corporation (f/k/a Argos Storage Holding (Labuan) Corporation), Avago Technologies Fiber Holding (Labuan) Corporation (f/k/a Argos Fiber Holding (Labuan) Corporation), Avago Technologies General IP (Singapore) Pte. Ltd., the Administrative Agents and the Collateral Agent.

          “Malaysian Swingline Commitment” shall mean U.S. Dollar Equivalent of $20,000,000.

          “Malaysian Swingline Lender” shall mean Citibank Berhad in its capacity as lender of Malaysian U.S. Dollar Swingline Loans and Malaysian Ringgit Swingline Loans hereunder.

          “Malaysian Swingline Loan” shall mean each Malaysian U.S. Dollar Swingline Loan and each Malaysian Ringgit Swingline Loan.

          “Malaysian U.S. Dollar Loan” shall have the meaning provided in Section 2.1(b)(iii)(A).

          “Malaysian U.S. Dollar Swingline Loan” shall have the meaning provided in Section 2.1(c)(ii)(B).

          “Mandatory Borrowing” shall mean each Multi-Currency Mandatory Borrowing and each Malaysian Mandatory Borrowing.

          “Master Separation Agreement” shall mean the Master Separation Agreement, dated as of August 14, 2005, between the Seller and the Parent as the same may be amended or otherwise modified from time to time.

          “Material Adverse Change” shall mean any event or circumstance which has resulted or is reasonably likely to result in a material adverse change in the business, assets, operations, properties or financial condition of Holdings and its Subsidiaries, taken as a whole, or that would materially adversely affect the ability of Holdings and the other Credit Parties, taken as a whole, to perform their respective payment obligations under this Agreement or any of the other Credit Documents.

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          “Material Adverse Effect” shall mean a circumstance or condition affecting the business, assets, operations, properties or financial condition of Holdings and the Subsidiaries, taken as a whole, that would materially adversely affect (a) the ability of Holdings and the other Credit Parties, taken as a whole, to perform their respective payment obligations under this Agreement or any of the other Credit Documents or (b) the rights and remedies of the Agents and the Lenders under this Agreement or any of the other Credit Documents.

          “Material Subsidiary” shall mean, at any date of determination, each Restricted Subsidiary of the Company (a) whose total assets at the last day of the Test Period ending on the last day of the most recent fiscal period for which Section 9.1 Financials have been delivered were equal to or greater than 5% of the consolidated total assets of the Company and the Restricted Subsidiaries at such date or (b) whose gross revenues for such Test Period were equal to or greater than 5% of the consolidated gross revenues of the Company and the Restricted Subsidiaries for such period, in each case determined in accordance with GAAP.

          “Maturity Date” shall mean the Tranche B Term Loan Maturity Date or the Revolving Credit Maturity Date.

          “Minimum Borrowing Amount” shall mean with respect to a Borrowing of (a) Term Loans or Revolving Credit Loans denominated in U.S. Dollars, $1,000,000, (b) Swingline Loans denominated in U.S. Dollars, $100,000, (c) Revolving Credit Loans denominated in Singapore Dollars, S$1,000,000, (d) Swingline Loans denominated in Singapore Dollars, S$100,000, (e) Revolving Credit Loans denominated in Ringgit, RM4,000,000 and (f) Swingline Loans denominated in Ringgit, RM400,000.

          “Minority Investment” shall mean any Person (other than a Subsidiary) in which the Company or any Restricted Subsidiary owns Stock or Stock Equivalents.

          “Moneylenders Act” shall mean the Money Lenders Act, Chapter 188 of Singapore.

          “Moody’s” shall mean Moody’s Investors Service, Inc. or any successor by merger or consolidation to its business.

          “Mortgage” shall mean a Mortgage, Assignment of Leases and Rents, Security Agreement and Financing Statement or other security document entered into by the owner of a Mortgaged Property and the Collateral Agent for the benefit of the Secured Parties in respect of that Mortgaged Property, (a) substantially in the form of Exhibit D, (b) otherwise listed on Schedule 6.1 or (c) entered into after the Closing Date pursuant to Section 9.14(b), in each case, as the same may be amended, supplemented or otherwise modified from time to time.

          “Mortgaged Property” shall mean, initially, each parcel of real estate and the improvements thereto owned by a Credit Party and identified on Schedule 1.1(b), and

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includes each other parcel of real property and improvements thereto with respect to which a Mortgage is granted pursuant to Section 9.14.

          “Multi-Currency Available Commitments” shall mean, at any time, an amount equal to the excess, if any, of (a) the then effective Total Multi-Currency Revolving Credit Commitments over (b) the aggregate principal amount of all Multi-Currency Revolving Credit Loans (but not Multi-Currency Swingline Loans) then outstanding at such time.

          “Multi-Currency Borrowers” shall mean the U.S. Borrowers and the Singaporean Borrower.

          “Multi-Currency Borrowing” shall mean Multi-Currency Revolving Credit Loans made on the same day by the Multi-Currency Lenders ratably according to their respective Multi-Currency Revolving Credit Commitments.

          “Multi-Currency Lender” shall mean each Lender having a Multi-Currency Revolving Credit Commitment.

          “Multi-Currency Mandatory Borrowing” shall have the meaning provided in Section 2.1(d)(i).

          “Multi-Currency Revolving Credit Commitment” shall mean, (a) with respect to each Multi-Currency Lender that is a Multi-Currency Lender on the date hereof, the amount set forth opposite such Lender’s name on Schedule 1.1(c) as such Lender’s “Multi-Currency Revolving Credit Commitment,” and (b) in the case of any Lender that becomes a Lender after the date hereof, the amount specified as such Lender’s “Multi-Currency Revolving Credit Commitment” in the Assignment and Acceptance pursuant to which such Lender assumed a portion of the Total Multi-Currency Revolving Credit Commitment, in each case as the same may be changed from time to time pursuant to the terms hereof. The aggregate amount of the Multi-Currency Revolving Credit Commitments as of the Closing Date is U.S. Dollar Equivalent of $90,000,000.

          “Multi-Currency Revolving Credit Commitment Percentage” shall mean, at any time, for each Multi-Currency Lender, the percentage obtained by dividing (a) such Lender’s Multi-Currency Revolving Credit Commitment by (b) the aggregate amount of the Multi-Currency Revolving Credit Commitments, provided that at any time when the Total Multi-Currency Revolving Credit Commitment shall have been terminated, each Multi-Currency Lender’s Revolving Credit Commitment Percentage shall be its Multi-Currency Revolving Credit Commitment Percentage as in effect immediately prior to such termination.

          “Multi-Currency Revolving Credit Exposure” shall mean, with respect to any Lender at any time, the sum of the U.S. Dollar Equivalent of (a) the aggregate principal amount of the Multi-Currency Revolving Credit Loans of such Lender then outstanding, and (b) such Lender’s Multi-Currency Revolving Credit Commitment

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Percentage of the aggregate principal amount of all outstanding Multi-Currency Swingline Loans.

          “Multi-Currency Revolving Credit Facility” shall mean the Multi-Currency Revolving Credit Commitments and the provisions herein related to the Multi-Currency Revolving Credit Loans.

          “Multi-Currency Revolving Credit Loan” shall mean each Multi-Currency U.S. Dollar Loan and each Multi-Currency Singapore Dollar Loan and, collectively, the “Multi-Currency Revolving Credit Loans”.

          “Multi-Currency Singapore Dollar Loan” shall have the meaning provided in Section 2.1(b)(ii)(B).

          “Multi-Currency Singapore Dollar Swingline Loan” shall have the meaning provided in Section 2.1(c)(ii)(B).

          “Multi-Currency Swingline Commitment” shall mean the U.S. Dollar Equivalent of $50,000,000.

          “Multi-Currency Swingline Lender” shall mean Citibank N.A., Singapore Branch, in its capacity as lender of Multi-Currency Swingline Loans hereunder.

          “Multi-Currency Swingline Loan” shall mean each Multi-Currency U.S. Dollar Swing Loan and each Multi-Currency Singapore Dollar Swing Loan.

          “Multi-Currency U.S. Dollar Loan” shall have the meaning provided in Section 2.1(b)(ii)(A).

          “Multi-Currency U.S. Dollar Swingline Loan” shall have the meaning provided in Section 2.1(c)(ii)(A).

          “Net Cash Proceeds” shall mean, with respect to any Prepayment Event or the issuance after the Closing Date by any Borrower of any Stock, Stock Equivalents (a) the gross cash proceeds (including payments from time to time in respect of installment obligations, if applicable) received by or on behalf of the Company or any of the Restricted Subsidiaries in respect of such Prepayment Event or issuance, as the case may be, less (b) the sum of:

(i)	in the case of any Prepayment Event, the amount, if any, of all taxes paid or estimated to be payable by the Company or any of the Restricted Subsidiaries in connection with such Prepayment Event,
(ii)	in the case of any Prepayment Event, the amount of any reasonable reserve established in accordance with GAAP against any liabilities (other than any taxes deducted

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	pursuant to clause (i) above) (x) associated with the assets that are the subject of such Prepayment Event and (y) retained by the Company or any of the Restricted Subsidiaries, provided that the amount of any subsequent reduction of such reserve (other than in connection with a payment in respect of any such liability) shall be deemed to be Net Cash Proceeds of such a Prepayment Event occurring on the date of such reduction,
(iii)	in the case of any Prepayment Event, the amount of any Indebtedness secured by a Lien on the assets that are the subject of such Prepayment Event to the extent that the instrument creating or evidencing such Indebtedness requires that such Indebtedness be repaid upon consummation of such Prepayment Event,
(iv)	in the case of any Asset Sale Prepayment Event (other than a transaction permitted by Section 10.4(e)(ii)), Casualty Event or Permitted Sale Leaseback, the amount of any proceeds of such Prepayment Event that (A) the Company has paid as dividends pursuant to Section 10.6(d) or has used to repay, repurchase or redeem or otherwise defease any Subordinated Indebtedness pursuant to Section 10.7(a)(ii) (or any other Senior Notes or any Permitted Additional Notes that do not constitute Subordinated Indebtedness to the extent the conditions set forth in Section 10.7(a)(ii) would be satisfied with respect to such Asset Sale Prepayment Event) and (B) the Company or any Subsidiary has reinvested (or intends to reinvest within the Reinvestment Period or has entered into a binding commitment prior to the last day of the Reinvestment Period to reinvest) in the business of the Company or any of the Restricted Subsidiaries (subject to Section 10.11), provided that any portion of such proceeds that has not been so used within such Reinvestment Period shall, unless such Borrower or a Subsidiary has entered into a binding commitment prior to the last day of such Reinvestment Period to reinvest such proceeds, (x) be deemed to be Net Cash Proceeds of an Asset Sale Prepayment Event, Casualty Event or Permitted Sale Leaseback occurring on the last day of such Reinvestment Period or 180 days after the date such Borrower or such Subsidiary has entered into such binding commitment, as applicable, and (y) be applied to the repayment of Term Loans in accordance with Section 5.2(a)(i); and

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(v) in the case of any Prepayment Event or the issuance by any Borrower of any Stock or Stock Equivalents, reasonable and customary fees, commissions, expenses, issuance costs, discounts and other costs paid by the Company or any of the Restricted Subsidiaries, as applicable, in connection with such Prepayment Event or issuance, as the case may be (other than those payable to any Borrower or any Subsidiary of any Borrower), in each case only to the extent not already deducted in arriving at the amount referred to in clause (a) above.

          “New Loan Commitments” shall have the meaning provided in Section 2.14.

          “New Malaysian U.S. Dollar Revolving Credit Commitment” shall have the meaning provided in Section 2.15(a).

          “New Malaysian U.S. Dollar Revolving Credit Loan” and “New Malaysian U.S. Dollar Revolving Credit Loans” shall have the meaning provided in Section 2.15(b).

          “New Revolving Credit Commitments” shall have the meaning provided in Section 2.14.

          “New Revolving Loan Lender” shall have the meaning provided in Section 2.14.

          “New Revolving Loans” shall have the meaning provided in Section 2.14.

          “New Tranche B Repayment Amount” shall have the meaning provided in Section 2.5(b)(iii).

          “New Tranche B Term Loan Commitments” shall have the meaning provided in Section 2.14.

          “New Tranche B Term Loan Lender” shall have the meaning provided in Section 2.14.

          “New Tranche B Term Loan Maturity Date” shall mean the date on which a New Tranche B Term Loan matures.

          “New Tranche B Term Loans” shall have the meaning provided in Section 2.14.

          “Non-Cash Charges” shall have the meaning provided in the definition of Consolidated EBITDA.

          “Non-Consenting Lender” shall have the meaning provided in Section 13.7.

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          “Non-Defaulting Lender” shall mean and include each Lender other than a Defaulting Lender.

          “Non-U.S. Lender” shall mean any Lender that is not, for United States federal income tax purposes, (i) a citizen or resident of the United States, (ii) a corporation or partnership or entity treated as a corporation or partnership created or organized in or under the laws of the United States, or any political subdivision thereof, (iii) an estate whose income is subject to U.S. federal income taxation regardless of its source or (iv) a trust if a court within the United States is able to exercise primary supervision over the administration of such trust and one or more United States persons have the authority to control all substantial decisions of such trust or a trust that has a valid election in effect under applicable U.S. Treasury regulations to be treated as a United States person.

          “Non-U.S. Participant” shall mean any Participant that would qualify as a Non-U.S. Lender if it were a Lender.

          “Non-U.S. Subsidiary” shall mean each Subsidiary of Holdings or the Company that is organized under the laws of any jurisdiction outside of the United States of America, any state or territory thereof, or the District of Columbia.

          “Note” shall have the meaning provided in Section 13.6(d).

          “Notice of Borrowing” shall have the meaning provided in Section 2.3.

          “Notice of Conversion or Continuation” shall have the meaning provided in Section 2.6.

          “Obligations” shall have the meaning assigned to such term in the Security Documents.

          “Other Taxes” shall mean any and all present or future stamp, documentary or any other excise, property or similar taxes (including interest, fines, penalties, additions to tax and related expenses with regard thereto) arising directly from any payment made or required to be made under this Agreement or from the execution or delivery of, registration or enforcement of, consummation or administration of, or otherwise with respect to, this Agreement or any other Credit Document.

          “Parent” shall have the meaning provided in the preamble to this Agreement.

          “Participant” shall have the meaning provided in Section 13.6(c)(i).

          “Patriot Act” shall have the meaning provided in Section 13.21.

          “PBGC” shall mean the Pension Benefit Guaranty Corporation established pursuant to Section 4002 of ERISA, or any successor thereto.

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          “Perfection Certificate” shall mean a certificate of each Borrower in the form of Exhibit E or any other form approved by the Collateral Agent.

          “Permitted Acquisition” shall mean the acquisition, by merger or otherwise, by the Company or any of the Restricted Subsidiaries of assets or Stock or Stock Equivalents, so long as (a) such acquisition and all transactions related thereto shall be consummated in accordance with applicable law; (b) such acquisition shall result in the issuer of such Stock or Stock Equivalents becoming a Restricted Subsidiary and a Subsidiary Guarantor, to the extent required by Section 9.11; (c) such acquisition shall result in the Collateral Agent, for the benefit of the applicable Lenders, being granted a security interest in any Stock, Stock Equivalents or any assets so acquired, to the extent required by Sections 9.11, 9.12 and/or 9.14; (d) after giving effect to such acquisition, no Default or Event of Default shall have occurred and be continuing; and (e) the Company shall be in compliance, on a pro forma basis after giving effect to such acquisition (including any Indebtedness assumed or permitted to exist or incurred pursuant to Sections 10.1(A)(j) and 10.1(A)(k), respectively, and any related Pro Forma Adjustment), with the covenant set forth in Section 10.9 as such covenant is recomputed as at the last day of the most recently ended Test Period under such Section as if such acquisition had occurred on the first day of such Test Period.

          “Permitted Additional Notes” shall mean senior or senior subordinated notes, issued by Holdings or any Borrower, (a) the terms of which (i) do not provide for any scheduled repayment, mandatory redemption or sinking fund obligation prior to the date on which the final maturity of the Senior Notes occurs (as in effect on the Closing Date) (other than customary offers to purchase upon a change of control, asset sale or event of loss and customary acceleration rights after an event of default) and (ii) to the extent senior subordinated notes, provide for customary subordination to the Obligations under the Credit Documents, (b) the covenants, events of default, guarantees and other terms of which (other than interest rate and redemption premiums), taken as a whole, are not more restrictive to the Borrowers and the Subsidiaries than those in the Senior Notes; provided that a certificate of an Authorized Officer of the Company is delivered to the Administrative Agents at least ten Business Days (or such shorter period as the Administrative Agents may reasonably agree) prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that the Company has determined in good faith that such terms and conditions satisfy the foregoing requirement shall be conclusive evidence that such terms and conditions satisfy the foregoing requirement unless the Administrative Agents notify the Company within such period that it disagrees with such determination (including a reasonable description of the basis upon which it disagrees), and (c) of which no Subsidiary of the Company (other than a Guarantor) is an obligor under such notes that is not an obligor under the Senior Notes.

          “Permitted Capital Expenditure Amount” shall have the meaning provided in Section 10.10.

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          “Permitted Investments” shall mean:

(a)	securities issued or unconditionally guaranteed by the United States government or any agency or instrumentality thereof, in each case having maturities of not more than 24 months from the date of acquisition thereof;
(b)	securities issued by any state of the United States of America or any political subdivision of any such state or any public instrumentality thereof or any political subdivision of any such state or any public instrumentality thereof having maturities of not more than 24 months from the date of acquisition thereof and, at the time of acquisition, having an investment grade rating generally obtainable from either S&P or Moody’s (or, if at any time neither S&P nor Moody’s shall be rating such obligations, then from another nationally recognized rating service);
(c)	commercial paper issued by any Lender or any bank holding company owning any Lender;
(d)	commercial paper maturing no more than 12 months after the date of creation thereof and, at the time of acquisition, having a rating of at least A-2 or P-2 from either S&P or Moody’s (or, if at any time neither S&P nor Moody’s shall be rating such obligations, an equivalent rating from another nationally recognized rating service);
(e)	certificates of deposit or bankers’ acceptances issued by, or time deposits with, any Lender or any other bank having combined capital and surplus of not less than $250,000,000 in the case of domestic banks and $100,000,000 (or the U.S. Dollar Equivalent thereof) in the case of foreign banks, in each case, having maturities of no more than two years;
(f)	repurchase agreements with a term of not more than 30 days for underlying securities of the type described in clauses (a), (b) and (e) above entered into with any bank meeting the qualifications specified in clause (e) above or securities dealers of recognized national standing;
(g)	marketable short-term money market and similar funds (x) either having assets in excess of $250,000,000 or (y) having a rating of at least A-2 or P-2 from either S&P or Moody’s (or, if at any time neither S&P nor Moody’s shall be rating such obligations, an equivalent rating from another nationally recognized rating service);

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(h)	shares of investment companies that are registered under the Investment Company Act of 1940 and substantially all the investments of which are one or more of the types of securities described in clauses (a) through (g) above; and
(i)	in the case of Investments by any Restricted Subsidiary organized under the law of a jurisdiction outside of the United States of America or Investments made in a country outside the United States of America, other customarily utilized high-quality Investments in the country where such Restricted Subsidiary is located or in which such Investment is made.

          “Permitted Liens” shall mean:

(a)	Liens for taxes, assessments or governmental charges or claims not yet due or which are being contested in good faith and by appropriate proceedings for which appropriate reserves have been established in accordance with GAAP;
(b)	Liens in respect of property or assets of any of the Borrowers or any of the Subsidiaries imposed by law, such as carriers’, warehousemen’s and mechanics’ Liens and other similar Liens arising in the ordinary course of business, in each case so long as such Liens arise in the ordinary course of business and do not individually or in the aggregate have a Material Adverse Effect;
(c)	Liens arising from judgments or decrees in circumstances not constituting an Event of Default under Section 11.11;
(d)	Liens incurred or deposits made in connection with workers’ compensation, unemployment insurance and other types of social security, or to secure the performance of tenders, statutory obligations, surety and appeal bonds, bids, leases, government contracts, performance and return-of-money bonds and other similar obligations incurred in the ordinary course of business;
(e)	ground leases in respect of real property on which facilities owned or leased by any Borrower or any of its Subsidiaries are located;
(f)	easements, rights-of-way, restrictions, minor defects or irregularities in title and other similar charges or encumbrances not interfering in any material respect with the business of any Borrower and its Subsidiaries, taken as a whole;
(g)	any interest or title of a lessor or secured by a lessor’s interest under any lease permitted by this Agreement;

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(h)	Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods;
(i)	Liens on goods the purchase price of which is financed by a documentary letter of credit issued for the account of any Borrower or any of its Subsidiaries, provided that such Lien secures only the obligations of such Borrower or such Subsidiaries in respect of such letter of credit to the extent permitted under Section 10.1;
(j)	leases or subleases granted to others not interfering in any material respect with the business of any Borrower and its Subsidiaries, taken as a whole; and
(k)	Liens created in the ordinary course of business in favor of banks and other financial institutions over credit balances of any bank accounts of the Company and the Restricted Subsidiaries held at such banks or financial institutions, as the case may be, to facilitate the operation of cash pooling and/or interest set-off arrangements in respect of such bank accounts in the ordinary course of business.

          “Permitted Sale Leaseback” shall mean any Sale Leaseback consummated by the Company or any of the Restricted Subsidiaries after the Closing Date, provided that any such Sale Leaseback not between a Borrower and any Guarantor or any Guarantor and another Guarantor is consummated for fair value as determined at the time of consummation in good faith by the Company or such Restricted Subsidiary and, in the case of any Sale Leaseback (or series of related Sale Leasebacks) the aggregate proceeds of which exceed $20,000,000, the board of directors of the Company or such Restricted Subsidiary (which such determination may take into account any retained interest or other Investment of the Company or such Restricted Subsidiary in connection with, and any other material economic terms of, such Sale Leaseback).

          “Person” shall mean any individual, partnership, joint venture, firm, corporation, limited liability company, association, trust or other enterprise or any Governmental Authority.

          “Plan” shall mean any multiemployer or single-employer plan, as defined in Section 4001 of ERISA and subject to Title IV of ERISA, that is or was within any of the preceding six plan years maintained or contributed to by (or to which there is or was an obligation to contribute or to make payments to) Holdings, the Company, a Subsidiary or an ERISA Affiliate.

          “Platform” shall have the meaning provided in Section 13.20(b).

          “Pledge Agreements” shall mean (a) the Pledge Agreement, entered into by the relevant pledgors party thereto and the Collateral Agent for the benefit of the Lenders

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and other Secured Parties, substantially in the form of Exhibit F, on the Closing Date, (b) each other pledge agreement listed on Schedule 6.1 delivered on Closing Date and (c) any other pledge agreement delivered pursuant to Section 9.12, in each case, as the same may be amended, supplemented or otherwise modified from time to time.

          “Post-Acquisition Period” means, with respect to any Permitted Acquisition, the period beginning on the date such Permitted Acquisition is consummated and ending on the last day of the sixth full consecutive fiscal quarter immediately following the date on which such Permitted Acquisition is consummated.

          “Prepayment Event” shall mean any Asset Sale Prepayment Event, Debt Incurrence Prepayment Event, Casualty Event or any Permitted Sale Leaseback.

          “Prime Rate” shall mean the U.S. Prime Rate, the Singaporean Prime Rate or the Malaysian Base Lending Rate, as applicable.

          “Process Agent” shall have the meaning provided in Section 13.16.

          “Pro Forma Adjustment” shall mean, for any Test Period that includes all or any part of a fiscal quarter included in any Post-Acquisition Period, with respect to the Acquired EBITDA of the applicable Acquired Entity or Business or the Consolidated EBITDA of the Company, the pro forma increase or decrease in such Acquired EBITDA or such Consolidated EBITDA, as the case may be, projected by the Company in good faith as a result of (a) actions taken during such Post-Acquisition Period for the purposes of realizing reasonably identifiable and factually supportable cost savings or (b) any additional costs incurred during such Post-Acquisition Period, in each case in connection with the combination of the operations of such Acquired Entity or Business with the operations of the Company and the Restricted Subsidiaries; provided that, so long as such actions are taken during such Post-Acquisition Period or such costs are incurred during such Post-Acquisition Period, as applicable, the cost savings related to such actions or such additional costs, as applicable, it may be assumed, for purposes of projecting such pro forma increase or decrease to such Acquired EBITDA or such Consolidated EBITDA, as the case may be, that such cost savings will be realizable during the entirety of such Test Period, or such additional costs, as applicable, will be incurred during the entirety of such Test Period; provided further that any such pro forma increase or decrease to such Acquired EBITDA or such Consolidated EBITDA, as the case may be, shall be without duplication for cost savings or additional costs already included in such Acquired EBITDA or such Consolidated EBITDA, as the case may be, for such Test Period.

          “Pro Forma Adjustment Certificate” shall mean any certificate of an Authorized Officer of the Company delivered pursuant to Section 9.1(h) or setting forth the information described in clause (iv) to Section 9.1(d).

          “Qualified PIK Securities” shall mean (1) any preferred Stock or preferred Stock Equivalents of any Person (a) that does not provide for any cash dividend payments

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or other cash distributions in respect thereof on or prior to the Tranche B Term Loan Maturity Date and (b) that by its terms (and by the terms of any security into which it is convertible or for which it is exchangeable or exercisable) or upon the happening of any event does not (i)(x) mature or become mandatorily redeemable pursuant to a sinking fund obligation or otherwise, (y) become convertible or exchangeable at the option of the holder thereof for Indebtedness or preferred stock that is not Qualified PIK Securities or (z) become redeemable at the option of the holder thereof (other than as a result of a change of control or asset sale event), in whole or in part, in each case on or prior to the first anniversary of the Tranche B Term Loan Maturity Date and (ii) provide holders thereunder with any rights upon the occurrence of a “change of control” event or asset sale event prior to the repayment of the Obligations under any Credit Document and (2) any Indebtedness of such Person which has payments terms at least as favorable to the Company and the Lenders as described in clauses (1)(a) and (b) above and is subordinated on customary terms and conditions (including remedy standstills at all times prior to the Tranche B Term Loan Maturity Date) and has other terms, other than with respect to interest rates, at least as favorable to the Company and Lenders as the Senior Notes.

          “Real Estate” shall have the meaning provided in Section 9.1(f).

          “Reference Lender” shall mean Citibank, N.A.

          “Register” shall have the meaning provided in Section 13.6(b)(iv).

          “Regulation D” shall mean Regulation D of the Board as from time to time in effect and any successor to all or a portion thereof establishing reserve requirements.

          “Regulation T” shall mean Regulation T of the Board as from time to time in effect and any successor to all or a portion thereof establishing margin requirements.

          “Regulation U” shall mean Regulation U of the Board as from time to time in effect and any successor to all or a portion thereof establishing margin requirements.

          “Regulation X” shall mean Regulation X of the Board as from time to time in effect and any successor to all or a portion thereof establishing margin requirements.

          “Reinvestment Period” shall mean 15 months following the date of an Asset Sale Prepayment Event (including a Designated Asset Sale) or Casualty Event.

          “Related Parties” shall mean, with respect to any specified Person, such Person’s Affiliates and the directors, officers, employees, agents, trustees, advisors of such Person and any Person that possesses, directly or indirectly, the power to direct or cause the direction of the management or policies of such Person, whether through the ability to exercise voting power, by contract or otherwise.

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          “Repayment Amount” shall mean the Tranche B-1 Repayment Amount, the Tranche B-2 Repayment Amount or a New Tranche B Repayment Amount, as applicable.

          “Repayment Date” shall mean the Tranche B Repayment Date or a New Tranche B Repayment Date, as applicable.

          “Reportable Event” shall mean an event described in Section 4043 of ERISA and the regulations thereunder.

          “Required Lenders” shall mean, at any date, (a) Non-Defaulting Lenders having or holding a majority of the sum of (i) the Adjusted Total Revolving Credit Commitment at such date, (ii) the Adjusted Total Term Loan Commitment at such date and (iii) the outstanding principal amount of the Term Loans (excluding Term Loans held by Defaulting Lenders) at such date or (b) if the Total Revolving Credit Commitment and the Total Term Loan Commitment have been terminated or for the purposes of acceleration pursuant to Section 11, the holders (excluding Defaulting Lenders) of a majority of the outstanding principal amount of the Loans and Letter of Credit Exposures (excluding the Loans and Letter of Credit Exposure of Defaulting Lenders) in the aggregate at such date.

          “Required Malaysian Lenders” shall mean, at any date, Non-Defaulting Malaysian Lenders having or holding a majority of the sum of (a) the portion of the Adjusted Total Malaysian Revolving Credit Commitment that relates to the Malaysian Revolving Credit Commitments at such date and (b) the outstanding principal amount of the Malaysian Revolving Credit Loans or New Malaysian U.S. Dollar Revolving Credit Loans, as applicable, (excluding Malaysian Revolving Credit Loans or New Malaysian U.S. Dollar Revolving Credit Loans, as applicable, held by Defaulting Lenders) in the aggregate at such date.

          “Required Multi-Currency Lenders” shall mean, at any date, Non-Defaulting Multi-Currency Lenders having or holding a majority of the sum of (a) the portion of the Adjusted Total Multi-Currency Revolving Credit Commitment that relates to the Multi-Currency Revolving Credit Commitments at such date and (b) the outstanding principal amount of the Multi-Currency Revolving Credit Loans (excluding Multi-Currency Revolving Credit Loans held by Defaulting Lenders) in the aggregate at such date.

          “Required Tranche B Term Loan Lenders” shall mean, at any date, Non-Defaulting Lenders having or holding a majority of the sum of (a) the portion of the

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Adjusted Total Term Loan Commitment that relates to Tranche B Term Loan Commitments at such date and (b) the outstanding principal amount of the Tranche B Term Loans (excluding Tranche B Term Loans held by Defaulting Lenders) in the aggregate at such date.

          “Required Tranche B-1 Term Loan Lenders” shall mean, at any date, Non-Defaulting Lenders having or holding a majority of the sum of (a) the portion of the Adjusted Total Tranche B-1 Term Loan Commitment that relates to Tranche B-1 Term Loan Commitments at such date and (b) the outstanding principal amount of the Tranche B-1 Term Loans (excluding Tranche B-1 Term Loans held by Defaulting Lenders) in the aggregate at such date.

          “Required Tranche B-2 Term Loan Lenders” shall mean, at any date, Non-Defaulting Lenders having or holding a majority of the sum of (a) the portion of the Adjusted Total Term Loan Commitment that relates to Tranche B-2 Term Loan Commitments at such date and (b) the outstanding principal amount of the Tranche B-2 Term Loans (excluding Tranche B-2 Term Loans held by Defaulting Lenders) in the aggregate at such date.

          “Required U.S. Dollar Lenders” shall mean, at any date, Non-Defaulting U.S. Dollar Lenders having or holding a majority of the sum of (a) the portion of the Adjusted Total U.S. Dollar Revolving Credit Commitment that relates to the U.S. Dollar Revolving Credit Commitments at such date and (b) the outstanding principal amount of the U.S. Dollar Revolving Credit Loans (excluding U.S. Dollar Revolving Credit Loans held by Defaulting Lenders) in the aggregate at such date.

          “Requirement of Law” shall mean, as to any Person, the Certificate of Incorporation and by-laws or other organizational or governing documents of such Person, and any law, treaty, rule or regulation or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its property or assets or to which such Person or any of its property or assets is subject.

          “Restricted Subsidiary” shall mean any Subsidiary of Holdings other than an Unrestricted Subsidiary.

          “Revolving Credit Commitment Percentage” shall mean at any time, for each Lender, the percentage obtained by dividing (a) such Lender’s Revolving Credit Commitments by (b) the aggregate amount of the Revolving Credit Commitments, provided that at any time when the Total Revolving Credit Commitment shall have been terminated, each Lender’s Revolving Credit Commitment Percentage shall be its Revolving Credit Commitment Percentage as in effect immediately prior to such termination.

          “Revolving Credit Commitments” shall mean the U.S. Dollar Revolving Credit Commitments, the Multi-Currency Revolving Credit Commitments and the Malaysian Revolving Credit Commitments.

          “Revolving Credit Exposure” shall mean the U.S. Dollar Revolving Credit Exposure, the Multi-Currency Revolving Credit Exposure and the Malaysian Revolving Credit Exposure.

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          “Revolving Credit Facilities” shall mean the U.S. Dollar Revolving Credit Facility, the Multi-Currency Revolving Credit Facility and the Malaysian Revolving Credit Facility.

          “Revolving Credit Lenders” shall mean the U.S. Dollar Lenders, the Multi-Currency Lenders and the Malaysian Lenders.

          “Revolving Credit Loans” shall mean the U.S. Dollar Revolving Credit Loans, the Multi-Currency Revolving Credit Loans, the Malaysian Revolving Credit Loans and the New Malaysian U.S. Dollar Revolving Credit Loans).

          “Revolving Credit Maturity Date” shall mean the date that is six years after the Closing Date, or, if such date is not a Business Day, the next preceding Business Day.

          “Ringgit” or “RM” shall mean the lawful currency of Malaysia.

          “RM Loan” shall mean a Loan that bears interest at a rate based on the RM Rate.

          “RM Rate” shall mean the rate of interest at which Ringgit deposits in an amount equivalent or comparable to the amount of the Malaysian Revolving Credit Loan to be made in Ringgit under the Malaysian Revolving Credit Facility as are offered to the relevant Malaysian Lender in the Kuala Lumpur Interbank Money Market for the same period as the relevant Interest Period (or, in the case of an Interest Period of less than one month, for a one month period) on the first day of the relevant Interest Period plus any additional cost to that Malaysian Lender of maintaining statutory and liquidity reserves and/or complying with any other conditions now or hereafter imposed by the Bank Negara Malaysia, any Governmental Authority or other authorities having jurisdiction over such Malaysian Lender whether or not having the force of law.

          “S&P” shall mean Standard & Poor’s Ratings Services or any successor by merger or consolidation to its business.

          “Sale Leaseback” shall mean any transaction or series of related transactions pursuant to which the Company or any of the Restricted Subsidiaries (a) sells, transfers or otherwise disposes of any property, real or personal, whether now owned or hereafter acquired, and (b) as part of such transaction, thereafter rents or leases such property or other property that it intends to use for substantially the same purpose or purposes as the property being sold, transferred or disposed.

          “SEC” shall mean the Securities and Exchange Commission or any successor thereto.

          “Section 9.1 Financials” shall mean the financial statements delivered, or required to be delivered, pursuant to Section 9.1(a) or (b) together with the accompanying officer’s certificate delivered, or required to be delivered, pursuant to Section 9.1(d).

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          “Secured Parties” shall have the meaning assigned to such term in the applicable Security Documents.

          “Security Agreements” shall mean (a) the Security Agreement entered into by the relevant grantors party thereto and the Collateral Agent for the benefit of the Secured Parties, substantially in the form of Exhibit G, on the Closing Date, (b) each other security agreement or other instrument listed on Schedule 6.1 entered into on the Closing Date and (c) any other security agreement or other similar instrument entered into pursuant to Section 9.11, in each case, as the same may be amended, supplemented or otherwise modified from time to time.

          “Security Documents” shall mean, collectively, (a) the Guarantee, (b) the Pledge Agreements, (c) the Security Agreements, (d) the Mortgages, and (e) each other security agreement or other instrument or document executed and delivered pursuant to Section 9.11 or 9.12 or pursuant to any of the Security Documents to secure any of the Obligations.

          “Seller” shall have the meaning provided in the preamble to this Agreement.

          “Senior Notes” shall mean (a) the Senior Notes defined in the preamble to this Agreement and (b) any replacement or refinancing thereof that constitutes Permitted Additional Notes, provided that any such amendment, replacement or refinancing shall bear a rate of interest determined by the board of directors of the Company to be a market rate of interest at the date of such amendment, replacement or refinancing and have other terms customary for similar issuances under similar market conditions or otherwise be on terms reasonably acceptable to the Administrative Agents.

          “Senior Notes Indenture” shall mean the Indenture dated as of the Closing Date, among the Company, U.S. Opco, U.S. Wireless, the guarantors party thereto and The Bank of New York, as trustee, pursuant to which the Senior Notes are issued, as the same may be amended, supplemented or otherwise modified from time to time in accordance therewith.

          “Senior Notes Offering” shall have the meaning provided in the preamble to this Agreement.

          “Series” shall have the meaning as provided in Section 2.14.

          “Silver Lake” shall mean Silver Lake Partners and its Affiliates, collectively.

          “Singapore” shall mean the Republic of Singapore.

          “Singapore Business Day” shall mean any day excluding Saturday, Sunday and any day that shall be in Singapore a legal holiday or a day on which banking institutions are authorized by law or other governmental actions to close and if the applicable Singapore Business Day relates to notices, determinations, fundings and

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payments in connection with the SOR Rate or any SOR Loan, a day on which deposits of Singapore Dollars are also carried on in the Singapore interbank market

          “Singapore COF Loan” shall mean a Loan that bears interest at a rate based on the Singapore COF Rate.

          “Singapore COF Rate” shall mean the rate of interest at which Singapore Dollar deposits in an amount equivalent or comparable to the amount of the Multi-Currency Singapore Dollar Swingline Loan are offered to the Multi-Currency Swingline Lender in the Singapore interbank market for a daily interest period plus any additional cost to the Multi-Currency Swingline Lender of maintaining statutory and liquidity reserves and/or complying with any other conditions now or hereafter imposed by the any Governmental Authority or other authorities having jurisdiction over the Multi-Currency Swingline Lender whether or not having the force of law.

          “Singapore Companies Act” shall mean the Companies Act, Chapter 50 of Singapore.

          “Singapore Dollars” or “S$” shall mean dollars in lawful currency of Singapore.

          “Singapore Dollar Available Credit” shall mean, at any time, (a) the lesser of (i) the then effective Multi-Currency Revolving Credit Commitments and (ii) S$100,000,000 minus (b) the aggregate Singapore Dollar Outstandings at such time.

          “Singapore Dollar Outstandings” shall mean, at any particular time, the sum of (a) the principal amount of the Multi-Currency Singapore Dollar Loans outstanding at such time and (b) the principal amount of the Multi-Currency Singapore Dollar Swingline Loans outstanding at such time.

          “Singaporean Lending Office” shall mean, with respect to any Lender, the office of such Lender specified as its “Singaporean Lending Office” opposite its name on Schedule 1.1(a) or on the Assignment and Acceptance by which it became a Lender or such other office of such Lender as such Lender may from time to time specify to the Company and the Administrative Agents.

          “Singaporean Prime Rate” shall mean the rate of interest per annum publicly announced from time to time by Citibank, N.A. as its reference rate in effect at its principal office in Singapore (the Singaporean Prime Rate not being intended to be the lowest rate of interest charged by Citibank, N.A. in connection with extensions of credit to debtors).

          “Sold Entity or Business” shall have the meaning provided in the definition of the term “Consolidated EBITDA”.

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          “Solvent” shall mean, with respect to the Company , that as of the Closing Date, both (i) (a) the sum of the Company’s debt (including contingent liabilities) does not exceed the present fair saleable value of the Company’s present assets; (b) the Company’s capital is not unreasonably small in relation to its business as contemplated on the Closing Date; and (c) the Company has not incurred and does not intend to incur, or believe that it will incur, debts including current obligations beyond its ability to pay such debts as they become due (whether at maturity or otherwise); and (ii) the Company is “solvent” within the meaning given that term and similar terms under applicable laws relating to fraudulent transfers and conveyances. For purposes of this definition, the amount of any contingent liability at any time shall be computed as the amount that, in light of all of the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability (irrespective of whether such contingent liabilities meet the criteria for accrual under Statement of Financial Accounting Standard No. 5).

          “SOR Loan” shall mean a Loan that bears interest at a rate based on the SOR Rate.

          “SOR Rate” shall mean, in the case of any SOR Loan, with respect to each day during each Interest Period pertaining to such SOR Loan, the rate of interest determined on the basis of the rate for deposits in Singapore Dollars for a period equal to such Interest Period commencing on the first day of such Interest Period appearing on Page 50157 of the Telerate screen as of 11:00 a.m. (Singapore time) two Singapore Business Days prior to the beginning of such Interest Period. In the event that any such rate does not appear on the applicable Page of the Telerate Service (or otherwise on such service), the “SOR Rate” for the purposes of this paragraph shall be determined by reference to Page “ABSIRFIX01” of the Reuters screen. In the event that any such rate also does not appear on both such Pages, the “SOR Rate” for the purposes of this paragraph shall be the rate per annum notified to the Administrative Agents by the Reference Lender as the rate at which the Reference Lender is offered Singapore Dollar deposits at or about 11:00 a.m. (Singapore time) two Singapore Business Days prior to the beginning of such Interest Period in the Singapore interbank market for delivery on the first day of such Interest Period for the number of days comprised therein and in an amount comparable to the amount of its S$ Revolving Credit Loan outstanding or, as the case may be, to be outstanding during such Interest Period.

          “Specified Subsidiary” shall mean, at any date of determination (a) any Material Subsidiary or (b) any Unrestricted Subsidiary (i) whose total assets at the last day of the Test Period ending on the last day of the most recent fiscal period for which Section 9.1 Financials have been delivered were equal to or greater than 10% of the consolidated total assets of the Company and the Subsidiaries at such date, (ii) whose gross revenues for such Test Period were equal to or greater than 10% of the consolidated gross revenues of the Company and the Subsidiaries for such period, in each case determined in accordance with GAAP and (c) each other Subsidiary that, when such Subsidiary’s total assets and gross revenues are aggregated with each other Subsidiary that

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is the subject of an Event of Default described in Section 11.5 would constitute a Specified Subsidiary under clause (a) or (b) above.

          “Sponsors” shall mean KKR, Silver Lake, and their respective Affiliates, collectively.

          “Stated Amount” of any Letter of Credit shall mean the U.S. Dollar Equivalent of the maximum amount from time to time available to be drawn thereunder, determined without regard to whether any conditions to drawing could then be met.

          “Status” shall mean, as to the Company as of any date, the existence of Level A Status, Level B Status, Level I Status, Level II Status, Level III Status or Level IV Status, as the case may be on such date. Changes in Status resulting from changes in the Consolidated Total Debt to Adjusted EBITDA Ratio shall become effective (the date of such effectiveness, the “Effective Date”) as of the first day following the last day of the most recent fiscal year or period for which (a) Section 9.1 Financials are delivered to the Lenders under Section 9.1 and (b) an officer’s certificate is delivered by the Company to the Lenders setting forth, with respect to such Section 9.1 Financials, the then-applicable Status, and shall remain in effect until the next change to be effected pursuant to this definition, provided that (i) if the Borrowers shall have made any payments in respect of interest or commitment fees during the period (the “Interim Period”) from and including the Effective Date to but excluding the day any change in Status is determined as provided above, then the amount of the next such payment due on or after such day shall be increased or decreased by an amount equal to any underpayment or overpayment so made by the Borrowers during such Interim Period and (ii) each determination of the Consolidated Total Debt to Adjusted EBITDA Ratio pursuant to this definition shall be made with respect to the Test Period ending at the end of the fiscal period covered by the relevant financial statements.

          “Statutory Reserve Rate” shall mean for any day as applied to any LIBOR Loan, a fraction (expressed as a decimal), the numerator of which is the number one and the denominator of which is the number one minus the aggregate of the maximum reserve percentages that are in effect on that day (including any marginal, special, emergency or supplemental reserves), expressed as a decimal, as prescribed by the Board and to which the Administrative Agents are subject, for eurocurrency funding (currently referred to as “Eurocurrency Liabilities” in Regulation D of the Board). Such reserve percentages shall include those imposed pursuant to such Regulation D. LIBOR Loans shall be deemed to constitute eurocurrency funding and to be subject to such reserve requirements without benefit of or credit for proration, exemptions or offsets that may be available from time to time to any Lender under such Regulation D or any comparable regulation. The Statutory Reserve Rate shall be adjusted automatically on and as of the effective date of any change in any reserve percentage.

          “Stock” shall mean shares of capital stock or shares in the capital, as the case my be (whether denominated as common stock or preferred stock or ordinary shares or preferred shares, as the case may be), beneficial, partnership or membership interests,

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participations or other equivalents (regardless of how designated) of or in a corporation, partnership, limited liability company or equivalent entity, whether voting or non-voting.

          “Stock Equivalents” shall mean all securities convertible into or exchangeable for Stock and all warrants, options or other rights to purchase or subscribe for any Stock, whether or not presently convertible, exchangeable or exercisable.

          “Storage Sale” shall mean the sale by the Company of its storage products business pursuant to the Asset Purchase Agreement dated as of October 29, 2005, between the Company and PMC-Sierra, Inc. (as amended from time to time in accordance therewith).

          “Storage Sale Net Cash Proceeds” shall mean the Net Cash Proceeds of the Storage Sale (without giving effect to clause (b)(iv) of the definition of Net Cash Proceeds).

          “Subordinated Indebtedness” shall mean Indebtedness of any Borrower or any Guarantor that is by its terms subordinated in right of payment to the obligations of such Borrower and such Guarantor, as applicable, under this Agreement.

          “Subsidiary” of any Person shall mean and include (a) any corporation more than 50% of whose Stock of any class or classes having by the terms thereof ordinary voting power to elect a majority of the directors of such corporation (irrespective of whether or not at the time Stock of any class or classes of such corporation shall have or might have voting power by reason of the happening of any contingency) is at the time owned by such Person directly or indirectly through Subsidiaries and (b) any partnership, association, joint venture or other entity in which such Person directly or indirectly through Subsidiaries has more than a 50% equity interest at the time. Unless otherwise expressly provided, all references herein to a “Subsidiary” or “Subsidiaries” shall mean a Subsidiary or Subsidiaries of Holdings.

          “Subsidiary Guarantors” shall mean each Subsidiary (other than an Excluded Subsidiary) (a) existing on the Closing Date that is a party to the Guarantee and a Security Agreement or (b) that becomes a party to the Guarantee and a Security Agreement after the Closing Date pursuant to Section 9.11.

          “Successor Borrower” shall have the meaning provided in Section 10.3(a).

          “Swingline Commitment” shall mean the Multi-Currency Swingline Commitment and the Malaysian Swingline Commitment.

          “Swingline Lender” shall mean the Multi-Currency Swingline Lender or the Malaysian Swingline Lender.

          “Swingline Loans” shall mean the Multi-Currency Swingline Loans and the Malaysian Swingline Loans.

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          “Swingline Maturity Date” shall mean, with respect to any Swingline Loan, the date that is five Business Days prior to the Revolving Credit Maturity Date.

          “Syndication Agent” shall mean Lehman Brothers Inc., together with its affiliates, as the syndication agent for the Lenders under this Agreement and the other Credit Documents.

          “Taxes” shall mean any and all present or future taxes, duties, levies, imposts, assessments, deductions, withholdings or other similar charges imposed by any Governmental Authority whether computed on a separate, consolidated, unitary, combined or other basis and any and all liabilities (including interest, fines, penalties or additions to tax) with respect to the foregoing.

          “Term Loans” shall mean the Tranche B Term Loans, collectively.

          “Term Loan Commitment” shall mean, with respect to each Lender, such Lender’s Tranche B Term Loan Commitment.

          “Term Loan Facility” shall mean the Term Loan Commitments and the provisions herein related to the Term Loans.

          “Term Loan Lender” shall mean each Tranche B-1 Lender and each Tranche B-2 Lender.

          “Test Period” shall mean, for any determination under this Agreement, the four consecutive fiscal quarters of the Company then last ended.

          “Total Commitment” shall mean the sum of the Total Term Loan Commitment and the Total Revolving Credit Commitment.

          “Total Credit Exposure” shall mean, at any date, the sum of (a) the Total Revolving Credit Commitment at such date, (b) the Total Term Loan Commitment at such date and (c) the outstanding principal amount of all Term Loans at such date.

          “Total Malaysian Revolving Credit Commitments” shall mean the sum of the Malaysian Revolving Credit Commitments of all Malaysian Lenders.

          “Total Multi-Currency Revolving Credit Commitments” shall mean the sum of the Multi-Currency Revolving Credit Commitments of all Multi-Currency Lenders.

          “Total Revolving Credit Commitment” shall mean the sum of the Total U.S. Dollar Revolving Credit Commitments, the Total Malaysian Revolving Credit Commitments and the Total Multi-Currency Revolving Credit Commitments.

          “Total Term Loan Commitment” shall mean the sum of the Tranche B Term Loan Commitments and the New Tranche B Term Loan Commitments, if applicable, of all the Lenders.

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          “Total U.S. Dollar Revolving Credit Commitments” shall mean the sum of the U.S. Dollar Revolving Credit Commitments of all U.S. Dollar Lenders.

          “Tranche B-1 Term Loan Administrative Agent” shall mean Citicorp North America, Inc., as the administrative agent for the Tranche B-1 Term Loan Lenders.

          “Tranche B-2 Funding Notice Date” shall have the meaning provided in Section 13.6(vi).

          “Tranche B-2 Funding Obligations” shall have the meaning provided in Section 13.6(vi).

          “Tranche B-1 Repayment Amount” shall have the meaning provided in Section 2.5(b)(i).

          “Tranche B-2 Repayment Amount” shall have the meaning provided in Section 2.5(b)(ii).

          “Tranche B Term Loans” shall mean the Tranche B-1 Term Loans and the Tranche B-2 Term Loans.

          “Tranche B Term Loan Commitments” shall mean the Tranche B-1 Term Loan Commitments and the Tranche B-2 Term Loan Commitments.

          “Tranche B Term Loan Lender” shall mean a Lender with a Tranche B Term Loan Commitment or an outstanding Tranche B Term Loan.

          “Tranche B-1 Term Loan” shall have the meaning provided in Section 2.1.

          “Tranche B-1 Term Loan Commitment” shall mean, with respect to each Lender, the amount set forth opposite such Lender’s name on Schedule 1.1(c) as such Lender’s “Tranche B-1 Term Loan Commitment”, as the same may be changed from time to time pursuant to the terms hereof. The aggregate amount of the Tranche B-1 Term Loan Commitments as of the Closing Date is $475,000,000.

          “Tranche B-2 Term Loan” shall have the meaning provided in Section 2.1.

          “Tranche B-2 Term Loan Commitment” shall mean, with respect to each Lender, the amount set forth opposite such Lender’s name on Schedule 1.1(c) as such Lender’s “Tranche B-2 Term Loan Commitment”, as the same may be changed from time to time pursuant to the terms hereof. The aggregate amount of the Tranche B-2 Term Loan Commitments as of the Closing Date is $250,000,000.

          “Tranche B-2 Term Loan Commitment Termination Date” shall mean the earlier of (a) April 30, 2006, if the Tranche B-2 Term Loan(s) have not been made on or prior to such date, or if such date is not a Business Day, the immediately preceding Business Day and (b) the date the Tranche B-2 Term Loan Commitment is reduced to $0.

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          “Tranche B-1 Term Loan Lender” shall mean any Lender having a Tranche B-1 Term Loan Commitment.

          “Tranche B-2 Term Loan Lender” shall mean any Lender having a Tranche B-2 Term Loan Commitment.

          “Tranche B Term Loan Maturity Date” shall mean the date which is seven years after the Closing Date or, if such date is not a Business Day, the first Business Day thereafter.

          “Transactions” shall mean, collectively, the transactions contemplated by this Agreement, the Senior Notes Indenture, the Acquisition Agreement and the Equity Investments.

          “Transaction Expenses” shall mean any fees or expenses incurred or paid by the Company or any of its Subsidiaries in connection with the Transactions, this Agreement and the other Credit Documents and the transactions contemplated hereby and thereby.

          “Transition Expenses” shall mean up to an aggregate amount of $100,000,000 of start-up and transition costs incurred or paid, whether expensed or capitalized, by the Company or any of its Restricted Subsidiaries on or prior to April 30, 2007.

          “Transferee” shall have the meaning provided in Section 13.6(e).

          “Trigger Date” shall mean the date on which Section 9.1 Financials are delivered to the Lenders under Section 9.1 for the fiscal quarter ending on January 31, 2007.

          “Type” shall mean (a) as to any Term Loan, its nature as an ABR Loan or a LIBOR Term Loan and (b) as to any Revolving Credit Loan, its nature as an ABR Loan, LIBOR Revolving Credit Loan, SOR Loan, Singapore COF Loan or RM Loan.

          “Unfunded Current Liability” of any Plan shall mean the amount, if any, by which the present value of the accrued benefits under the Plan as of the close of its most recent plan year, determined in accordance with Statement of Financial Accounting Standards No. 87 as in effect on the date hereof, based upon the actuarial assumptions that would be used by the Plan’s actuary in a termination of the Plan, exceeds the fair market value of the assets allocable thereto.

          “Unpaid Drawing” shall have the meaning provided in Section 3.4(a).

          “Unrestricted Subsidiary” shall mean (a) any Subsidiary of the Company that is formed or acquired after the Closing Date, provided that at such time (or promptly thereafter) the Company designates such Subsidiary an Unrestricted Subsidiary in a written notice to the Administrative Agents, (b) any Restricted Subsidiary subsequently

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re-designated as an Unrestricted Subsidiary by the Company in a written notice to the Administrative Agents, provided that in the case of (a) and (b), (x) such designation or re-designation shall be deemed to be an Investment on the date of such re-designation in an Unrestricted Subsidiary in an amount equal to the sum of (i) the Company’s direct or indirect equity ownership percentage of the net worth of such designated or re-designated Restricted Subsidiary immediately prior to such designation or re-designation (such net worth to be calculated without regard to any guarantee provided by such designated or re-designated Restricted Subsidiary) and (ii) the aggregate principal amount of any Indebtedness owed by such designated or re-designated Restricted Subsidiary to the Company or any other Restricted Subsidiary immediately prior to such designation or re-designation, all calculated, except as set forth in the parenthetical to clause (i), on a consolidated basis in accordance with GAAP and (y) no Default or Event of Default would result from such designation or re-designation and (c) each Subsidiary of an Unrestricted Subsidiary; provided that at the time of any written designation or re-designation by the Company to the Administrative Agents that any Unrestricted Subsidiary shall no longer constitute an Unrestricted Subsidiary, such Unrestricted Subsidiary shall cease to be an Unrestricted Subsidiary to the extent no Default or Event of Default would result from such designation or re-designation. On or promptly after the date of its formation, acquisition, designation or re-designation, as applicable, each Unrestricted Subsidiary shall have entered into a tax sharing agreement containing terms that, in the reasonable judgment of the Administrative Agents, provide for an appropriate allocation of tax liabilities and benefits.

          “U.S. Borrower” shall have the meaning provided in the preamble to this Agreement.

          “U.S. Dollar Available Commitments” shall mean, at any time, an amount equal to the excess, if any, of (a) the then effective Total U.S. Dollar Revolving Credit Commitments over (b) the sum of (i) the aggregate principal amount of all U.S. Dollar Revolving Credit Loans then outstanding and (ii) the aggregate Letters of Credit Outstanding at such time.

          “U.S. Dollar Borrowers” shall mean the Singaporean Borrower and each of the U.S. Borrowers.

          “U.S. Dollar Borrowing” shall mean U.S. Dollar Revolving Credit Loans made on the same day by the U.S. Dollar Lenders ratably according to their respective U.S. Dollar Revolving Credit Commitments.

          “U.S. Dollar Equivalent” shall mean on any date of determination, (a) with respect to any amount denominated in U.S. Dollars, such amount, and (b) with respect to any amount denominated in any Foreign Currency, the equivalent in U.S. Dollars of such amount, determined by the applicable Administrative Agent pursuant using the applicable Exchange Rate.

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          “U.S. Dollar Lender” shall mean each Lender having a U.S. Dollar Revolving Credit Commitment.

          “U.S. Dollar Letter of Credit Commitment” shall mean $40,000,000, as the same may be reduced from time to time pursuant to Section 3.1(c).

          “U.S. Dollar Revolving Credit Commitment” shall mean, (a) with respect to each U.S. Dollar Lender that is a U.S. Dollar Lender on the date hereof, the amount set forth opposite such Lender’s name on Schedule 1.1(c) as such Lender’s “U.S. Dollar Revolving Credit Commitment”, and (b) in the case of any Lender that becomes a Lender after the date hereof, the amount specified as such Lender’s “U.S. Dollar Revolving Credit Commitment” in the Assignment and Acceptance pursuant to which such Lender assumed a portion of the Total U.S. Dollar Revolving Credit Commitment, in each case as the same may be changed from time to time pursuant to the terms hereof. The aggregate amount of the U.S. Dollar Revolving Credit Commitments as of the Closing Date is $140,000,000.

          “U.S. Dollar Revolving Credit Commitment Percentage” shall mean, at any time, for each U.S. Dollar Lender, the percentage obtained by dividing (a) such Lender’s U.S. Dollar Revolving Credit Commitment by (b) the aggregate amount of the Total U.S. Dollar Revolving Credit Commitments, provided that at any time when the Total U.S. Dollar Revolving Credit Commitment shall have been terminated, each U.S. Dollar Lender’s Revolving Credit Commitment Percentage shall be its U.S. Dollar Revolving Credit Commitment Percentage as in effect immediately prior to such termination.

          “U.S. Dollar Revolving Credit Exposure” shall mean, with respect to any Lender at any time, the sum of (a) the aggregate principal amount of the U.S. Dollar Revolving Credit Loans of such Lender then outstanding and (b) such U.S. Dollar Lender’s Letter of Credit Exposure at such time.

          “U.S. Dollar Revolving Credit Facility” shall mean (a) the U.S. Dollar Revolving Credit Commitments and the provisions herein related to the U.S. Dollar Revolving Credit Loans and (b) the U.S. Dollar Letter of Credit Commitment.

          “U.S. Dollar Revolving Credit Loan” has the meaning specified in Section 2.1(b)(i).

          “U.S. Dollars” and “$” shall mean dollars in lawful currency of the United States of America.

          “U.S. Lending Office” shall mean, with respect to any Lender, the office of such Lender specified as its “U.S. Lending Office” opposite its name on Schedule 1.1(a) or on the Assignment and Acceptance by which it became a Lender or such other office of such Lender as such Lender may from time to time specify to the Company and the Administrative Agents.

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          “U.S. Prime Rate” shall mean the rate of interest per annum publicly announced from time to time by the Tranche B-1 Term Loan Administrative Agent as its reference rate in effect at its principal office in New York City (the U.S. Prime Rate not being intended to be the lowest rate of interest charged by Citibank, N.A. in connection with extensions of credit to debtors).

          “Voting Stock” shall mean, with respect to any Person, such Person’s Stock or Stock Equivalents having the right to vote for the election of directors of such Person under ordinary circumstances.

          The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and Section references are to Sections of this Agreement unless otherwise specified. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”.

          1.2 Exchange Rates. For purposes of determining compliance under Sections 10.4, 10.5, 10.6, 10.9 and 10.10 with respect to any amount in a Foreign Currency, such amount shall be deemed to equal the U.S. Dollar Equivalent thereof based on the average Exchange Rate for a Foreign Currency for the most recent twelve-month period immediately prior to the date of determination determined in a manner consistent with that used in calculating Consolidated EBITDA for the related period. For purposes of determining compliance with Sections 10.1 and 10.2, with respect to any amount of Indebtedness in a Foreign Currency, compliance will be determined at the time of incurrence thereof using the U.S. Dollar Equivalent thereof at the Exchange Rate in effect at the time of such incurrence.

          1.3 Business. For purposes of this Agreement, all references to the Company and its Subsidiaries relating to any period prior to the consummation of the Acquisition shall be to the Acquired Assets.

          SECTION 2. Amount and Terms of Credit.

          2.1 Commitments.

          (a) Tranche B Term Loan Commitments. Subject to and upon the terms and conditions herein set forth,

               (i) each Lender having a Tranche B-1 Term Loan Commitment severally agrees to make a loan or loans in U.S. Dollars to the Lux Borrower (each a “Tranche B-1 Term Loan”) on the Closing Date, which U.S. Dollar Equivalent of such Tranche B-1 Term Loans in the aggregate shall not exceed for any such Lender the Tranche B-1 Term Loan Commitment of such Lender and the U.S. Dollar Equivalent of all such Tranche B-1 Term Loans in the aggregate shall not exceed $475,000,000. Such Tranche B-1 Term Loans (A) shall be made on the

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Closing Date and (B) may at the option of the Lux Borrower be incurred and maintained as, and/or converted into, ABR Loans or LIBOR Term Loans, provided that all such Tranche B-1 Term Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Tranche B-1 Term Loans of the same Type.

               (ii) each Lender having a Tranche B-2 Term Loan Commitment severally agrees to make a loan or loans to the Singaporean Borrower in U.S. Dollars (each a “Tranche B-2 Term Loan”) on a single day on or after the Closing Date and on or prior to the Tranche B-2 Term Loan Commitment Termination Date, in an amount equal to the portion of such Lender’s Tranche B-2 Term Loan Commitment as requested by the Singaporean Borrower to be made on such date, which Tranche B-2 Term Loans shall not exceed for any such Lender the Tranche B-2 Term Loan Commitment of such Lender and in the aggregate shall not exceed $250,000,000. Such Tranche B-2 Term Loans may at the option of the Singaporean Borrower be incurred and maintained as, and/or converted into, ABR Loans or LIBOR Term Loans, provided that all such Tranche B-2 Term Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Tranche B-2 Term Loans of the same Type.

               All such Term Loans (i) may be repaid or prepaid in accordance with the provisions hereof, but once repaid or prepaid, may not be reborrowed, (ii) shall not exceed for any such Lender the Tranche B-1 Term Loan Commitment or the Tranche B-2 Term Loan Commitment, as applicable, of such Lender and (iii) shall not exceed in the aggregate the total of all Tranche B Term Loan Commitments. On the Tranche B Term Loan Maturity Date, all then unpaid Tranche B Term Loans shall be repaid in full.

          (b) Revolving Credit Commitments.

               (i) U.S. Dollar Revolving Credit Commitment. Subject to and upon the terms and conditions herein set forth, each U.S. Dollar Lender severally agrees to make a loan or loans to the Singaporean Borrower or each U.S. Borrower in U.S. Dollars (each a “U.S. Dollar Revolving Credit Loan” and, collectively, the “U.S. Dollar Revolving Credit Loans”), which U.S. Dollar Revolving Credit Loans (A) shall be made at any time and from time to time on and after the Closing Date and prior to the Revolving Credit Maturity Date, (B) may, at the option of the Borrower thereof be incurred and maintained as, and/or converted into, ABR Loans or LIBOR Revolving Credit Loans, provided that all U.S. Dollar Revolving Credit Loans made by each of the U.S. Dollar Lenders pursuant to the same U.S. Dollar Borrowing shall, unless otherwise specifically provided herein,

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consist entirely of U.S. Dollar Revolving Credit Loans of the same Type, (C) may be repaid and reborrowed in accordance with the provisions hereof, (D) shall not, for any such U.S. Dollar Lender at any time, after giving effect thereto and to the application of the proceeds thereof, result in such Lender’s U.S. Dollar Revolving Credit Exposure at such time exceeding such Lender’s U.S. Dollar Revolving Credit Commitment at such time and (E) shall not, after giving effect thereto and to the application of the proceeds thereof, result at any time in the aggregate amount of the U.S. Dollar Lenders’ U.S. Dollar Revolving Credit Exposures at such time exceeding the Total U.S. Dollar Revolving Credit Commitment then in effect.

               (ii) Multi-Currency Revolving Credit Commitment. Subject to and upon the terms and conditions herein set forth, each Multi-Currency Lender severally agrees to make a loan or loans in (A) U.S. Dollars to the Singaporean Borrower or each U.S. Borrower (each a “Multi-Currency U.S. Dollar Loan”) or (B) in Singapore Dollars to the Singaporean Borrower (each a “Multi-Currency Singapore Dollar Loan”), provided that at no time shall any Multi-Currency Lender be obligated to make a Multi-Currency Singapore Dollar Loan in excess of such Multi-Currency Lender’s Multi-Currency Revolving Credit Percentage of the Singapore Dollar Available Credit, which Multi-Currency Revolving Credit Loans (1) shall be made at any time and from time to time on and after the Closing Date and prior to the Revolving Credit Maturity Date, (2) if such Multi-Currency Revolving Credit Loans are Multi-Currency U.S. Dollar Loans, may, at the option of the Borrower thereof be incurred and maintained as, and/or converted into, ABR Loans or LIBOR Revolving Credit Loans, provided that all Multi-Currency U.S. Dollar Loans made by each of the Multi-Currency Lenders pursuant to the same Multi-Currency Borrowing shall, unless otherwise specifically provided herein, consist entirely of Multi-Currency U.S. Dollar Loans of the same Type, (3) if such Multi-Currency Revolving Credit Loans are Multi-Currency Singapore Dollar Loans, may, at the option of the Borrower thereof be incurred and maintained as, and/or converted into, ABR Loans or SOR Loans, provided that all Multi-Currency Singapore Dollar Loans made by each of the Multi-Currency Lenders pursuant to the same Multi-Currency Borrowing shall, unless otherwise specifically provided herein, consist entirely of Multi-Currency Singapore Dollar Loans of the same Type, (4) may be repaid and reborrowed in accordance with the provisions hereof, (5) shall not, for any such Multi-Currency Lender at any time, after giving effect thereto and to the application of the proceeds thereof, result in such Lender’s Multi-Currency Revolving Credit Exposure at such time exceeding such Lender’s Multi-Currency Revolving Credit Commitment at such time, and (6) shall not, after giving effect thereto and to the application of the proceeds thereof, result at any time in the aggregate

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amount of the Multi-Currency Lenders’ Multi-Currency Revolving Credit Exposures at such time exceeding the Total Multi-Currency Revolving Credit Commitment then in effect.

               (iii) Malaysian Revolving Credit Commitment. Subject to and upon the terms and conditions herein set forth, each Malaysian Lender severally agrees to make a loan or loans in (A) U.S. Dollars to the Malaysian Borrower (each a “Malaysian U.S. Dollar Loan”) or (B) in Ringgit to the Malaysian Borrower (each a “Malaysian Ringgit Loan”), which Malaysian Revolving Credit Loans (1) shall be made at any time and from time to time on and after the Closing Date and prior to the Revolving Credit Maturity Date, (2) shall, (a) if such Malaysian Revolving Credit Loans are Malaysian U.S. Dollar Loans, be incurred and maintained as LIBOR Loans, or (b) if such Malaysian Revolving Credit Loans are Malaysian Ringgit Loans, be incurred and maintained as RM Loans, (3) may be repaid and reborrowed in accordance with the provisions hereof, (4) shall not, for any such Malaysian Lender at any time, after giving effect thereto and to the application of the proceeds thereof, result in such Lender’s Malaysian Revolving Credit Exposure at such time exceeding such Lender’s Malaysian Revolving Credit Commitment at such time, and (5) shall not, after giving effect thereto and to the application of the proceeds thereof, result at any time in the aggregate amount of the Malaysian Lenders’ Malaysian Revolving Credit Exposures at such time exceeding the Total Malaysian Revolving Credit Commitment then in effect.

               (iv) Each Lender may at its option make any LIBOR Loan, SOR Loan or RM Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan, provided that (A) any exercise of such option shall not affect the obligation of the Borrowers to repay such Loan and (B) in exercising such option, such Lender shall use its reasonable efforts to minimize any increased costs to the Borrowers resulting therefrom (which obligation of the Lender shall not require it to take, or refrain from taking, actions that it determines would result in increased costs for which it will not be compensated hereunder or that it determines would be otherwise disadvantageous to it and in the event of such request for costs for which compensation is provided under this Agreement, the provisions of Section 3.5 shall apply). On the Revolving Credit Maturity Date, all Revolving Credit Loans shall be repaid in full.

          (c) Swingline Commitments.

               (i) Multi-Currency Swingline Commitment. Subject to and upon the terms and conditions herein set forth, the Multi-Currency Swingline Lender in its individual capacity agrees, at any time and from time to time on and after the Closing Date and prior to the Swingline

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Maturity Date, to make a loan or loans (A) in Dollars to the Singaporean Borrower and each U.S. Borrower (each a “Multi-Currency U.S. Dollar Swingline Loan” and, collectively, the “Multi-Currency U.S. Dollar Swingline Loans”) or (B) in Singapore Dollars to the Singaporean Borrower (each a “Multi-Currency Singapore Dollar Swingline Loan” and, collectively, the “Multi-Currency Singapore Dollar Swingline Loans”), which Multi-Currency Swingline Loans (1) (a) if Multi-Currency U.S. Dollar Loans, shall be ABR Loans, or (b) if Multi-Currency Singapore Dollar Loans, shall be Singapore COF Loans, provided that at no time shall the Multi-Currency Swingline Lender be obligated to make Multi-Currency Singapore Dollar Swingline Loans in excess of S$50,000,000 on the same Business Day, (2) shall have the benefit of the provisions of Section 2.1(d), (3) shall not exceed at any time outstanding the Multi-Currency Swingline Commitment, (4) shall not, after giving effect thereto and to the application of the proceeds thereof, result at any time in the aggregate amount of the Multi-Currency Lenders’ Multi-Currency Revolving Credit Exposures at such time exceeding the Total Multi-Currency Revolving Credit Commitment then in effect, (5) in the case of a Multi-Currency Singapore Dollar Swingline Loan shall not, after giving effect thereto and to the application of the proceeds thereof, result at any time in the aggregate amount of all Multi Currency Singapore Dollar Loans and all Multi Currency Singapore Dollar Swingline Loans at such time exceeding the Singapore Dollar Available Credit, and (6) may be repaid and, within the limits set forth in Section 2.1(b)(i), reborrowed in accordance with the provisions hereof.

               (ii) Malaysian Swingline Commitment. Subject to and upon the terms and conditions herein set forth, the Malaysian Swingline Lender in its individual capacity agrees, at any time and from time to time on and after the Closing Date and prior to the Swingline Maturity Date, to make a loan or loans to the Malaysian Borrower (A) in Ringgit (each a “Malaysian Ringgit Swingline Loan” and, collectively, the “Malaysian Ringgit Swingline Loans”) or (B) in U.S. Dollars (each a “Malaysian U.S. Dollar Swingline Loan” and, collectively, the “Malaysian U.S. Dollar Swingline Loans”), which Malaysian Swingline Loans shall (1) be ABR Loans, (2) shall have the benefit of the provisions of Section 2.1(d), (3) shall not exceed at any time outstanding the Malaysian Swingline Commitment, (4) shall not, after giving effect thereto and to the application of the proceeds thereof, result at any time in the aggregate amount of the Malaysian Lenders’ Malaysian Revolving Credit Exposures at such time exceeding the Total Malaysian Revolving Credit Commitment then in effect and (5) may be repaid and, within the limits set forth in Section 2.1(b)(iii), reborrowed in accordance with the provisions hereof.

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               (iii) On the Swingline Maturity Date, each outstanding Swingline Loan shall be repaid in full. No Swingline Lender shall make any Swingline Loan after receiving a written notice from any Credit Party or any Lender stating that a Default or Event of Default exists and is continuing until such time as such Swingline Lender shall have received written notice of (A) rescission of all such notices from the party or parties originally delivering such notice or (B) the waiver of such Default or Event of Default in accordance with the provisions of Section 13.1.

          (d) Mandatory Borrowing.

               (i) On any Business Day, the Multi-Currency Swingline Lender may, in its sole discretion, give notice to the Multi-Currency Lenders that all then-outstanding Multi-Currency Swingline Loans shall be funded with a Borrowing of Multi-Currency Revolving Credit Loans constituting ABR Loans, in which case Multi-Currency Revolving Credit Loans (each such Borrowing, a “Multi-Currency Mandatory Borrowing”) shall be made on the immediately succeeding Business Day by all Multi-Currency Lenders pro rata based on each Multi-Currency Lender’s Multi-Currency Revolving Credit Commitment Percentage, and the proceeds thereof shall be applied directly to the Multi-Currency Swingline Lender to repay the Multi-Currency Swingline Lender for such outstanding Multi-Currency Swingline Loans. Each Multi-Currency Lender hereby irrevocably agrees to make such Multi-Currency Revolving Credit Loans upon one Business Day’s notice pursuant to each Multi-Currency Mandatory Borrowing in the amount, in either U.S. Dollars or Singapore Dollars, as applicable, and in the manner specified in the preceding sentence and on the date specified to it in writing by the Multi-Currency Swingline Lender notwithstanding (A) that the amount of the Multi-Currency Mandatory Borrowing may not comply with the minimum amount for each Borrowing specified in Section 2.2, (B) whether any conditions specified in Section 7 are then satisfied, (C) whether a Default or an Event of Default has occurred and is continuing, (D) the date of such Multi-Currency Mandatory Borrowing or (E) any reduction in the Total Commitment after any such Multi-Currency Swingline Loans were made. In the event that, in the sole judgment of the Multi-Currency Swingline Lender, any Multi-Currency Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including as a result of the commencement of a proceeding under the Bankruptcy Code in respect of any Borrower), each Multi-Currency Lender hereby agrees that it shall forthwith purchase from the Multi-Currency Swingline Lender (without recourse or warranty) such participation of the outstanding Multi-Currency Swingline Loans as shall be necessary to cause the Multi-Currency Lenders to share in such Multi-Currency Swingline Loans ratably based upon their respective Multi-Currency Revolving Credit Commitment

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Percentages, provided that all principal and interest payable on such Multi-Currency Swingline Loans shall be for the account of the Multi-Currency Swingline Lender until the date the respective participation is purchased and, to the extent attributable to the purchased participation, shall be payable to the Multi-Currency Lender purchasing same from and after such date of purchase.

               (ii) On any Business Day, the Malaysian Swingline Lender may, in its sole discretion, give notice to the Malaysian Lenders that all then-outstanding Malaysian Swingline Loans shall be funded with a Borrowing of Malaysian Revolving Credit Loans consisting of (A), if requested to be made in U.S. Dollars, LIBOR Loans, and (B) if requested to be made in Ringgit, RM Loans, in each case having an initial Interest Period of one week, in which case Malaysian Revolving Credit Loans (each such Borrowing, a “Malaysian Mandatory Borrowing”) shall be made on the immediately succeeding Business Day by all Malaysian Lenders pro rata based on each Malaysian Lender’s Malaysian Revolving Credit Commitment Percentage, and the proceeds thereof shall be applied directly to the Malaysian Swingline Lender to repay the Malaysian Swingline Lender for such outstanding Malaysian Swingline Loans. Each Malaysian Lender hereby irrevocably agrees to make such Malaysian Revolving Credit Loans upon one Business Day’s notice pursuant to each Malaysian Mandatory Borrowing in the amount, in either U.S. Dollars or Ringgit, as applicable, and in the manner specified in the preceding sentence and on the date specified to it in writing by the Malaysian Swingline Lender notwithstanding (1) that the amount of the Malaysian Mandatory Borrowing may not comply with the minimum amount for each Borrowing specified in Section 2.2, (2) whether any conditions specified in Section 7 are then satisfied, (3) whether a Default or an Event of Default has occurred and is continuing, (4) the date of such Malaysian Mandatory Borrowing or (5) any reduction in the Total Commitment after any such Malaysian Swingline Loans were made. In the event that, in the sole judgment of the Malaysian Swingline Lender, any Malaysian Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including as a result of the commencement of a proceeding under the Bankruptcy Code in respect of any Borrower), each Malaysian Lender hereby agrees that it shall forthwith purchase from the Malaysian Swingline Lender (without recourse or warranty) such participation of the outstanding Malaysian Swingline Loans as shall be necessary to cause the Malaysian Lenders to share in such Malaysian Swingline Loans ratably based upon their respective Malaysian Revolving Credit Commitment Percentages, provided that all principal and interest payable on such Malaysian Swingline Loans shall be for the account of the Malaysian Swingline Lender until the date the respective participation is purchased and, to the extent attributable to the purchased participation,

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shall be payable to the Malaysian Lender purchasing same from and after such date of purchase.

          2.2 Minimum Amount of Each Borrowing; Maximum Number of Borrowings. The aggregate principal amount of each Borrowing of (a) Term Loans or Revolving Credit Loans denominated in U.S. Dollars, shall be in a multiples of $1,000,000, (b) Swingline Loans denominated in U.S. Dollars shall be in a multiples of $10,000, (c) Revolving Credit Loans denominated in Singapore Dollars, shall be in multiples of S$1,000,000, (d) Swingline Loans denominated in Singapore Dollars shall be in multiples of S$10,000, Revolving Credit Loans Denominated in Ringgit, RM4,000,000 and (e) Swingline Loans denominated in Ringgit shall be in multiples of RM40,000 and, in each case, shall not be less than the Minimum Borrowing Amount with respect thereto (except that Mandatory Borrowings shall be made in the amounts required by Section 2.1(d)). More than one Borrowing may be incurred on any date, provided that at no time shall there be outstanding more than (A) 20 Borrowings of LIBOR Loans, (B) 5 Borrowings of SOR Loans and (C) 5 Borrowings of RM Loans under this Agreement.

          2.3 Notice of Borrowing.

          (a) Term Loan Borrowings.

               (i) Tranche B-1 Term Loan Borrowings. The Lux Borrower shall give the Tranche B-1 Term Loan Administrative Agent at such Administrative Agent’s Office (A) prior to 12:00 Noon (New York City time) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of the Borrowing of Tranche B-1 Term Loans if all or any of such Tranche B-1 Term Loans are to be initially LIBOR Loans, and (B) prior to 10:00 a.m. (New York City time) at least one Business Day’s prior written notice (or telephonic notice promptly confirmed in writing) of the Borrowing of Tranche B-1 Term Loans if all such Tranche B-1 Term Loans are to be ABR Loans.

               (ii) Tranche B-2 Term Loan Borrowings. The Company shall give the Asian Administrative Agent at such Administrative Agent’s Office prior to 12:00 Noon (Hong Kong time) at least five Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of the Borrowing of Tranche B-2 Term Loans.

               (iii) Notice of Borrowing. Each notice under clauses (i) or (ii) above (together with each notice of a Borrowing of Revolving Credit Loans pursuant to Section 2.3(b) and each notice of a Borrowing of Swingline Loans pursuant to Section 2.3(c), a “Notice of Borrowing”) shall be irrevocable and shall specify (A) the aggregate principal amount of the Term Loans to be made, (B) the date of the Borrowing (which (x) in the case of the Tranche B-1 Term Loan shall be the Closing Date and (y) in

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the case of Tranche B-2 Term Loan shall not be less than five Business Days after the date on which the Asian Administrative Agent has been provided with a certificate of an Authorized Officer of the Company as provided in Section 7.3(d)(ii)), (C) whether the Term Loans shall consist of ABR Loans and/or LIBOR Term Loans, and (D) if the Term Loans are to include LIBOR Term Loans, the Interest Period to be initially applicable thereto. The applicable Administrative Agent shall promptly give each Tranche B-1 Term Loan Lender or each Tranche B-2 Term Loan Lender, as applicable, written notice (or telephonic notice promptly confirmed in writing) of the proposed Borrowing of Term Loans, of such Term Loan Lender’s proportionate share thereof and of the other matters covered by the related Notice of Borrowing.

          (b) Revolving Credit Borrowings.

               (i) U.S. Dollar Borrowings. Whenever the Singaporean Borrower or any U.S. Borrower desires to incur U.S. Dollar Revolving Credit Loans it shall give the Asian Administrative Agent at such Administrative Agent’s Office, (A) prior to 12:00 Noon (Hong Kong time) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of the proposed Borrowing of LIBOR Loans, and (B) prior to 12:00 Noon (Hong Kong time) at least two Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of the proposed Borrowing of ABR Loans. Each such Notice of Borrowing, except as otherwise expressly provided in Section 2.10, shall be irrevocable and shall specify (1) the aggregate principal amount of the U.S. Dollar Revolving Credit Loans to be made pursuant to such Borrowing, (2) the date of the proposed Borrowing (which shall be a Business Day), (3) whether the respective Borrowing shall consist of ABR Loans or LIBOR Revolving Credit Loans and, if LIBOR Revolving Credit Loans, the Interest Period to be initially applicable thereto. Such Administrative Agent shall promptly give each U.S. Dollar Lender written notice (or telephonic notice promptly confirmed in writing) of each proposed U.S. Dollar Borrowing, of such U.S. Dollar Lender’s proportionate share thereof and of the other matters covered by the related Notice of Borrowing.

               (ii) Multi-Currency Borrowing. Whenever the Singaporean Borrower or any U.S. Borrower desires to incur Multi-Currency Revolving Credit Loan (other than Multi-Currency Mandatory Borrowings or borrowings to repay Unpaid Drawings), it shall give the Asian Administrative Agent at such Administrative Agent’s Office, (A) if such Borrowing is with respect to a Multi-Currency U.S. Dollar Loan (1) prior to 12:00 Noon (Hong Kong time) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of the proposed Borrowing of LIBOR Loans, and (2) prior to 12:00 Noon (Hong

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Kong time) at least two Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of the proposed Borrowing of ABR Loans, and (B) if such Borrowing is with respect to a Multi-Currency Singapore Dollar Loan (1) prior to 12:00 Noon (Hong Kong time) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of the proposed Borrowing of SOR Loans, and (2) prior to 12:00 Noon (Hong Kong time) at least one Business Day’s prior written notice (or telephonic notice promptly confirmed in writing) of the proposed Borrowing of ABR Loans. Each such Notice of Borrowing, except as otherwise expressly provided in Section 2.10, shall be irrevocable and shall specify (A) whether such Multi-Currency Revolving Credit Borrowing consists of Multi-Currency U.S. Dollar Loans or Multi-Currency Singapore Dollar Loans, (B) the aggregate principal amount of the Multi-Currency Revolving Credit Loans to be made pursuant to such Borrowing, (C) the date of the proposed Borrowing (which shall be a Business Day) and (D) the Interest Period to be initially applicable thereto. Such Administrative Agent shall promptly give each Multi-Currency Lender written notice (or telephonic notice promptly confirmed in writing) of each proposed Multi-Currency Borrowing, of such Multi-Currency Lender’s proportionate share thereof and of the other matters covered by the related Notice of Borrowing.

               (iii) Malaysian Borrowing. Whenever the Malaysian Borrower desires to incur Malaysian Revolving Credit Loan (other than Malaysian Mandatory Borrowing), it shall give the Asian Administrative Agent at such Administrative Agent’s Office, (A) if such Borrowing is with respect to Malaysian U.S. Dollar Loans, prior to 12:00 Noon (Hong Kong time) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of the proposed Borrowing of Malaysian U.S. Dollar Loans or (B) if such Borrowing is with respect to Malaysian Ringgit Loans, (1) prior to 12:00 Noon (Hong Kong time) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of the proposed Borrowing of RM Loans having an Interest Period of one month or greater, and (2) prior to 12:00 Noon (Hong Kong time) at least one Business Day’s prior written notice (or telephonic notice promptly confirmed in writing) of the proposed Borrowing of any RM Loans having an Interest Period of less than one month. Each such Notice of Borrowing, except as otherwise expressly provided in Section 2.10, shall be irrevocable and shall specify (a) whether such Malaysian Revolving Credit Borrowing consists of a Malaysian U.S. Dollar Loans or Malaysian Ringgit Loans, (b) the aggregate principal amount of the Malaysian Revolving Credit Loans to be made pursuant to such Borrowing, (c) the date of the proposed Borrowing (which shall be a Business Day) and (d) if such Borrowing is with respect of a LIBOR Revolving Credit Loans or RM Loans, the Interest Period to be initially

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applicable thereto. Such Administrative Agent shall promptly give each Malaysian Lender written notice (or telephonic notice promptly confirmed in writing) of each proposed Malaysian Borrowing, of such Malaysian Lender’s proportionate share thereof and of the other matters covered by the related Notice of Borrowing.

               (iv) Swingline Borrowings. Whenever any U.S. Borrower or the Singaporean Borrower desires to incur Multi-Currency Swingline Loans hereunder and whenever the Malaysian Borrower desires to incur Malaysian Swingline Loans hereunder, such Borrower shall give the Asian Administrative Agent in the case of (A) Malaysian U.S. Dollar Swingline Loans, prior to 2:30 p.m. Hong Kong time at least one Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of such proposed Borrowing or (B) Multi-Currency Swingline Loans or Malaysian Ringgit Swingline Loans, as applicable, prior to 2:30 p.m. Hong Kong time on the date of such proposed Borrowing prior written notice (or telephonic notice promptly confirmed in writing) of such proposed Borrowing, provided, that the aggregate principal amount of all Multi-Currency U.S. Dollar Swingline Loans requested to be made on any single date pursuant to this clause (B) shall not exceed $20,000,000. Each such notice shall be irrevocable and shall specify (1) the aggregate principal amount of the proposed Swingline Loans to be made pursuant to such Borrowing which, in the case of (a) Multi-Currency Swingline Loans, are to be denominated in either U.S. Dollars or Singapore Dollars and (b) Malaysian Swingline Loans, are to be denominated in either U.S. Dollars or Ringgit and (2) the date of the proposed Borrowing (which shall be a Business Day). The Asian Administrative Agent shall promptly give the Multi-Currency Swingline Lender or the Malaysian Swingline Lender, as applicable, written notice (or telephonic notice promptly confirmed in writing) of each proposed Borrowing of Multi-Currency Swingline Loans or Malaysian Swingline Loans, as applicable, and of the other matters covered by the related Notice of Borrowing.

          (c) Mandatory Borrowings shall be made upon the notice specified in Section 2.1(d), with the applicable Borrower irrevocably agreeing, by its incurrence of any Swingline Loan, to the making of Mandatory Borrowings as set forth in such Section.

          (d) Borrowings to reimburse Unpaid Drawings shall be made upon the notice specified in Section 3.4(a).

          (e) Without in any way limiting the obligation of any Borrower to confirm in writing any notice it may give hereunder by telephone, the applicable Administrative Agent may act prior to receipt of written confirmation without liability upon the basis of such telephonic notice believed by such Administrative Agent in good faith to be from an Authorized Officer of the Company or such Borrower. In each such

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case, each Borrower hereby waives the right to dispute such Administrative Agent’s record of the terms of any such telephonic notice.

          2.4 Disbursement of Funds. (a) No later than 12:00 Noon Local Time on the date specified in each Notice of Borrowing (including Mandatory Borrowings), each Lender will make available its pro rata portion, if any, of each Borrowing requested to be made on such date in the manner provided below, provided that all Multi-Currency Singapore Dollar Swingline Loans and Malaysian Ringgit Swingline Loans shall be made available in the full amount thereof by the applicable Swingline Lender no later than 3:00 p.m. (Hong Kong time) on the date requested.

          (b) Each Lender shall make available all amounts it is to fund to the applicable Borrower under any Borrowing for its applicable Commitments, and in immediately available funds to the applicable Administrative Agent at such Administrative Agent’s Office and such Administrative Agent will (except in the case of Mandatory Borrowings and Borrowings to repay Unpaid Drawings) make available to the applicable Borrower, by depositing to such Borrower’s account at such Administrative Agent’s Office the aggregate of the amounts so made available in U.S. Dollars. Unless the applicable Administrative Agent shall have been notified by any Lender prior to the date of any such Borrowing that such Lender does not intend to make available to such Administrative Agent its portion of the Borrowing or Borrowings to be made on such date, such Administrative Agent may assume that such Lender has made such amount available to such Administrative Agent on such date of Borrowing, and such Administrative Agent, in reliance upon such assumption, may (in its sole discretion and without any obligation to do so) make available to the applicable Borrower a corresponding amount. If such corresponding amount is not in fact made available to such Administrative Agent by such Lender and such Administrative Agent has made available same to the applicable Borrower, such Administrative Agent shall be entitled to recover such corresponding amount from such Lender. If such Lender does not pay such corresponding amount forthwith upon such Administrative Agent’s demand therefor such Administrative Agent shall promptly notify the applicable Borrower and such Borrower shall immediately pay such corresponding amount to such Administrative Agent. Such Administrative Agent shall also be entitled to recover from such Lender or such Borrower interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by such Administrative Agent to such Borrower to the date such corresponding amount is recovered by such Administrative Agent, at a rate per annum equal to (i) if paid by such Lender, the Federal Funds Effective Rate or (ii) if paid by such Borrower, the then-applicable rate of interest or fees, calculated in accordance with Section 2.8, for the respective Loans.

          (c) Nothing in this Section 2.4 shall be deemed to relieve any Lender from its obligation to fulfill its commitments hereunder or to prejudice any rights that the Borrowers may have against any Lender as a result of any default by such Lender hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to fulfill its commitments hereunder).

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          2.5 Repayment of Loans; Evidence of Debt. (a) The Lux Borrower shall repay to the Tranche B-1 Term Loan Administrative Agent, for the benefit of the Tranche B-1 Term Loan Lenders, on the Tranche B Term Loan Maturity Date, the then-unpaid Tranche B-1 Term Loans, in U.S. Dollars. The Company shall repay to the Asian Administrative Agent, for the benefit of the Tranche B-2 Term Loan Lenders, on the Tranche B Term Loan Maturity Date, the then-unpaid Tranche B-2 Term Loans, in U.S. Dollars. Each Borrower shall repay to the Asian Administrative Agent (i) for the benefit of the applicable Lenders, on the Revolving Credit Maturity Date, the then-unpaid Revolving Credit Loans made to such Borrower in the currency such Revolving Credit Loans have been made and (ii) for the account of the applicable Swingline Lender, on the Swingline Maturity Date, the then-unpaid Swingline Loans made to such Borrower in the Currency such Swingline Loans have been made.

          (b) (i) The Lux Borrower shall repay to the Tranche B-1 Term Loan Administrative Agent, in U.S. Dollars, for the benefit of the Tranche B-1 Term Loan Lenders, on each date set forth below (each, a “Tranche B Repayment Date”), the principal amount of the Tranche B-1 Term Loans equal to (x) the outstanding principal amount of Tranche B-1 Term Loans immediately after closing on the Closing Date, multiplied by (y) the percentage set forth below opposite such Tranche B Repayment Date (each, a “Tranche B-1 Repayment Amount”):

	Tranche B-1
Date	Repayment Amount
January 31, 2006		0.25	%
April 30, 2006		0.25	%
July 31, 2006		0.25	%
October 31, 2006		0.25	%
January 31, 2007		0.25	%
April 30, 2007		0.25	%
July 31, 2007		0.25	%
October 31, 2007		0.25	%
January 31, 2008		0.25	%
April 30, 2008		0.25	%
July 31, 2008		0.25	%
October 31, 2008		0.25	%
January 31, 2009		0.25	%
April 30, 2009		0.25	%
July 31, 2009		0.25	%

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	Tranche B-1
Date	Repayment Amount
October 31, 2009		0.25	%
January 31, 2010		0.25	%
April 30, 2010		0.25	%
July 31, 2010		0.25	%
October 31, 2010		0.25	%
January 31, 2011		0.25	%
April 30, 2011		0.25	%
July 31, 2011		0.25	%
October 31, 2011		0.25	%
January 31, 2012		0.25	%
April 30, 2012		0.25	%
July 31, 2012		0.25	%
Tranche B Term Loan Maturity Date		93.25	%

               (ii) In the event that Tranche B-2 Term Loans are made, the Company shall repay to the Asian Administrative Agent, for the benefit of the Tranche B-2 Term Loan Lenders, the Tranche B-2 Term Loans on each Tranche B Repayment Date occurring on or after the date the Tranche B-2 Term Loans are made in an amount equal to (i) the aggregate principal amount of Tranche B-2 Term Loans, times (ii) the ratio (expressed as a percentage) of (y) the amount of all Tranche B-1 Term Loans required to be repaid on such Tranche B Repayment Date and (z) the total aggregate principal amount of all Tranche B-1 Term Loans outstanding on the date the Tranche B-2 Term Loans were made (each, a “Tranche B-2 Repayment Amount”).

               (iii) In the event that any New Tranche B Term Loans are made, such New Tranche B Term Loans shall, subject to Section 2.14(d), be repaid by the Borrowers thereof in the amounts (each, a “New Tranche B Repayment Amount”) and on the dates (each a “New Tranche B Repayment Date”) set forth in the applicable Joinder Agreement.

          (c) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of each Borrower to the appropriate lending office of such Lender resulting from each Loan made by such lending office of

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such Lender from time to time, including the amounts of principal and interest payable and paid to such lending office of such Lender from time to time under this Agreement.

          (d) Each Administrative Agent shall maintain the Register pursuant to Section 13.6(b), and a subaccount for each Lender, in which Register and subaccounts (taken together) shall be recorded (i) the amount of each Loan made hereunder, whether such Loan is a Term Loan, a Revolving Credit Loan or a Swingline Loan, as applicable, the Type of each Loan made and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from each Borrower to each Lender or the Swingline Lenders hereunder and (iii) the amount of any sum received by the applicable Administrative Agent hereunder from each Borrower and each Lender’s share thereof.

          (e) The entries made in the Register and accounts and subaccounts maintained pursuant to paragraphs (c) and (d) of this Section 2.5 shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of each Borrower therein recorded; provided that the failure of any Lender or any Administrative Agent to maintain such account, such Register or such subaccount, as applicable, or any error therein, shall not in any manner affect the obligation of the Borrowers to repay (with applicable interest) the Loans made to any Borrower by such Lender in accordance with the terms of this Agreement.

          2.6 Conversions and Continuations. (a) The applicable Borrower shall have the option on any Business Day to convert all or a portion equal to at least the Minimum Borrowing Amount of the outstanding principal amount of Term Loans or Revolving Credit Loans (other than Malaysian U.S. Dollar Loans) made to such Borrower, as applicable, of one Type into a Borrowing or Borrowings of another Type and each Borrower shall have the option on any Business Day to continue the outstanding principal amount of any LIBOR Term Loans as LIBOR Term Loans, any LIBOR Revolving Credit Loans as LIBOR Revolving Credit Loans, any SOR Loans as SOR Loans and any RM Loans as RM Loans, as the case may be, for an additional Interest Period, provided that (i) no partial conversion of such Loans shall reduce the outstanding principal amount of such LIBOR Term Loans, LIBOR Revolving Credit Loans, SOR Loans or RM Loan, as applicable, made pursuant to a single Borrowing to less than the Minimum Borrowing Amount, (ii) (A) ABR Loans may not be converted into LIBOR Loans or SOR Loans, as applicable, and (B) LIBOR Term Loans which are Tranche B-1 Term Loans may not be continued as LIBOR Loans, LIBOR Term Loans which are Tranche B-2 Term Loans may not be continued as LIBOR Loans, LIBOR Revolving Credit Loans that are U.S. Dollar Revolving Credit Loans may not be continued as LIBOR Loans, LIBOR Revolving Credit Loans that are Multi-Currency U.S. Dollar Revolving Credit Loans may not be continued as LIBOR Loans, SOR Loans may not be continued as SOR Loans and RM Loans may not continue as RM Loans, as applicable, for an additional Interest Period, in the case of (ii)(A) and (B) above if a Default or Event of Default is in existence on the date of the proposed continuation or conversion, as the case may be, and the applicable Administrative Agent has or (1) in the case of Tranche B-1 Term Loans, the Required Tranche B-1 Term Loan Lenders, (2) in the case of

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Tranche B-2 Term Loans, the Required Tranche B-2 Term Loan Lenders, (3) in the case of U.S. Dollar Revolving Credit Loans, the Required U.S. Dollar Lenders, (4) in the case of Multi-Currency Revolving Credit Loans, the Required Multi-Currency Lenders or (5) in the case of Malaysian Revolving Credit Loans or New Malaysian U.S. Dollar Revolving Credit Loans, the Required Malaysian Lenders, as applicable, have determined in its or their sole discretion not to permit such conversion or continuation, as the case may be, and (iii) Borrowings resulting from conversions of Loans pursuant to this Section 2.6 shall be limited in number as provided in Section 2.2. Each such conversion or continuation shall be effected by the applicable Borrower by giving the applicable Administrative Agent at such Administrative Agent’s Office prior to 12:00 Noon (Local Time) at least three Business Days’ (or one Business Day’s notice in the case of a conversion into ABR Loans, other than U.S. Dollars Revolving Credit Loans or Multi-Currency U.S. Dollar Loans, which require two Business Days’ notice) prior written notice (or telephonic notice promptly confirmed in writing) (each, a “Notice of Conversion or Continuation”) specifying (A) in the case of a conversion or continuation, the Loans to be so converted or continued, the Type of Loans to be converted or continued into and, if such Loans are to be converted into or continued as LIBOR Loans, SOR Loans or continued as RM Loans, as the case may be, the Interest Period to be initially applicable thereto. The applicable Administrative Agent shall give each Tranche B-1 Term Loan Lender, each Tranche B-2 Term Loan Lender, each U.S. Dollar Lender, each Multi-Currency Lender or each Malaysian Lender, as applicable, notice as promptly as practicable of any such proposed conversion or continuation affecting any of its Loans.

          (b) If any Default or Event of Default is in existence at the time of any proposed continuation of any LIBOR Term Loans which are Tranche B-1 Term Loans, LIBOR Term Loans which are Tranche B-2 Term Loans, LIBOR Revolving Credit Loans that are U.S. Dollar Revolving Credit Loans, LIBOR Revolving Credit Loans that are Multi-Currency Revolving Credit Loans, SOR Loans, or RM Loans, as the case may be, and the applicable Administrative Agent has or (i) in the case of Tranche B-1 Term Loans, the Required Tranche B-1 Term Loan Lenders, (ii) in the case of Tranche B-2 Term Loans, the Required Tranche B-2 Term Loan Lenders, (iii) in the case of U.S. Dollar Revolving Credit Loans, the Required U.S. Dollar Lenders, (iv) in the case of Multi-Currency Revolving Credit Loans, the Required Multi-Currency Lenders or (v) in the case of Malaysian Revolving Credit Loans or New Malaysian U.S. Dollar Revolving Credit Loans, the Required Malaysian Lenders, as applicable, have determined in his or their sole discretion not to permit such continuation, such LIBOR Loans, SOR Loans or RM Loans, as the case may be, shall be automatically converted on the last day of the current Interest Period into ABR Loans. If upon the expiration of any Interest Period in respect of any LIBOR Loans, SOR Loans or RM Loans, as the case may be, the applicable Borrower has failed to elect a new Interest Period to be applicable thereto as provided in clause (a) above, such Borrower shall be deemed to have elected to (A) convert such Borrowing of LIBOR Loans or SOR Loans into a Borrowing of ABR Loans or (B) continue such RM Loans as RM Loans and such Malaysian U.S. Dollar Loans as LIBOR Loans, in each case with an Interest Period of one month, effective as of the expiration date of such current Interest Period.

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          2.7 Pro Rata Borrowings. Each Borrowing of (i) Tranche B-1 Term Loans under this Agreement shall be granted by the Tranche B-1 Term Loan Lenders pro rata on the basis of their then-applicable Tranche B-1 Term Loan Commitments and (ii) Tranche B-2 Term Loans under this Agreement shall be granted by the Tranche B-2 Term Loan Lenders pro rata on the basis of their then-applicable Tranche B-2 Term Loan Commitments. Each Borrowing of U.S. Dollar Revolving Credit Loans under this Agreement shall be granted by the U.S. Dollar Lenders pro rata on the basis of their then-applicable U.S. Dollar Revolving Credit Commitments. Each Borrowing of Multi-Currency Revolving Credit Loans under this Agreement shall be granted by the Multi-Currency Lenders pro rata on the basis of their then-applicable Multi-Currency Revolving Credit Commitments. Each Borrowing of Malaysian Revolving Credit Loans or New Malaysian U.S. Dollar Revolving Credit Loans, as applicable, under this Agreement shall be granted by the Malaysian Lenders pro rata on the basis of their then-applicable Malaysian Revolving Credit Commitments. Each Borrowing of New Tranche B Term Loans under this Agreement shall be granted by the Lenders pro rata on the basis of their then-applicable New Tranche B Term Loan Commitments. It is understood that (a) no Lender shall be responsible for any default by any other Lender in its obligation to make Loans hereunder and that each Lender shall be severally obligated to make the Loans provided to be made by it hereunder, regardless of the failure of any other Lender to fulfill its commitments hereunder, (b) other than as expressly provided herein with respect to a Defaulting Lender, failure by a Lender to perform any of its obligations under any of the Credit Documents shall not release any Person from performance of its obligation under any Credit Document and (c) the rights of each Lender under each Credit Document are separate and independent rights and any Indebtedness owed to such Lender under any Credit Document shall be a separate and independent Indebtedness.

          2.8 Interest. (a) The unpaid principal amount of each ABR Loan shall bear interest from the date of the Borrowing thereof until maturity (whether by acceleration or otherwise) at a rate per annum that shall at all times be the Applicable ABR Margin plus the applicable ABR in effect from time to time.

          (b) The unpaid principal amount of each LIBOR Loan shall bear interest from the date of the Borrowing thereof until maturity thereof (whether by acceleration or otherwise) at a rate per annum that shall at all times be the Applicable LIBOR Margin in effect from time to time plus the relevant LIBOR Rate.

          (c) The unpaid principal amount of each SOR Loan shall bear interest from the date of the Borrowing thereof until maturity thereof (whether by acceleration or otherwise) at a rate per annum that shall at all times be the Applicable SOR Margin in effect from time to time plus the relevant SOR Rate.

          (d) The unpaid principal amount of each Singapore COF Loan shall bear interest from the date of the Borrowing thereof until maturity thereof (whether by acceleration or otherwise) at a rate per annum that shall at all times be the Applicable SOR Margin in effect from time to time plus the relevant Singapore COF Rate.

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          (e) The unpaid principal amount of each RM Loan shall bear interest from the date of the Borrowing thereof until maturity thereof (whether by acceleration or otherwise) at a rate per annum that shall at all times be the Applicable RM Margin in effect from time to time plus the relevant RM Rate.

          (f) If all or a portion of (i) the principal amount of any Loan or (ii) any interest payable thereon shall not be paid when due (whether at the stated maturity, by acceleration or otherwise), such overdue amount shall bear interest at a rate per annum that is (x) in the case of overdue principal, the rate that would otherwise be applicable thereto plus 2% or (y) in the case of any overdue interest, to the extent permitted by applicable law, the rate described in Section 2.8(a) plus 2% from and including the date of such non-payment to but excluding the date on which such amount is paid in full (after as well as before judgment).

          (g) Interest on each Loan shall accrue from and including the date of any Borrowing to but excluding the date of any repayment thereof and shall be payable (i) in respect of each ABR Loan and each Singapore COF Loan, quarterly in arrears on the last day of each March, June, September and December, (ii) in respect of each LIBOR Loan, SOR Loan and RM Loan on the last day of each Interest Period applicable thereto and, in the case of an Interest Period in excess of three months, on each date occurring at three-month intervals after the first day of such Interest Period, (iii) in respect of each Loan (except, other than in the case of prepayments, any ABR Loan), on any prepayment (on the amount prepaid), at maturity (whether by acceleration or otherwise) and, after such maturity, on demand.

          (h) All computations of interest hereunder shall be made in accordance with Section 5.5.

          (i) The applicable Administrative Agent, upon determining the interest rate for any Borrowing of LIBOR Loans, SOR Loan, Singapore COF Loan or RM Loan shall promptly notify the relevant Borrower and the relevant Lenders thereof. Each such determination shall, absent clearly demonstrable error, be final and conclusive and binding on all parties hereto.

          2.9 Interest Periods. At the time any Borrower gives a Notice of Borrowing or Notice of Conversion or Continuation in respect of the making of, or conversion into or continuation as, a Borrowing of LIBOR Loans, SOR Loans or RM Loans (in the case of the initial Interest Period applicable thereto) or prior to 10:00 a.m. (Local Time) on the third Business Day prior to the expiration of an Interest Period applicable to a Borrowing of LIBOR Loans, SOR Loans or RM Loans, such Borrower shall have the right to elect by giving the applicable Administrative Agent written notice (or telephonic notice promptly confirmed in writing) the Interest Period applicable to such Borrowing, which Interest Period shall, at the option of such Borrower be in the case of (a) any LIBOR Loans, one, two, three, six or (in the case of Revolving Credit Loans, if available to all the Lenders making such loans as determined by such Lenders in good faith based on prevailing market conditions) a nine or twelve month period or a

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shorter period, provided that the initial Interest Period may be for a period less than one month if agreed upon by such Borrower and the applicable Administrative Agent, (b) any SOR Loans, one week, one month, three month period or (in the case of Revolving Credit Loans, if available to all the Lenders making such loans as determined by such Lenders in good faith based on prevailing market conditions) a six month period, provided that the initial Interest Period may be for a period less than one week if agreed upon by such Borrower and the Asian Administrative Agent, or (c) any RM Loans, one week, one month, three month or six-month period or (in the case of Revolving Credit Loans, if available to all the Lenders making such loans as determined by such Lenders in good faith based on prevailing market conditions) a nine month period, provided that the initial Interest Period may be for a period less than one week if agreed upon by such Borrower and the Asian Administrative Agent.

          Notwithstanding anything to the contrary contained above:

          (a) the initial Interest Period for any Borrowing of LIBOR Loans, SOR Loans and RM Loans shall commence on the date of such Borrowing (including in the case of LIBOR Loans and SOR Loans the date of any conversion from a Borrowing of ABR Loans) and each Interest Period occurring thereafter in respect of such Borrowing shall commence on the day on which the next preceding Interest Period expires;

          (b) if any Interest Period relating to a Borrowing of LIBOR Revolving Credit Loans, SOR Loans or RM Loans begins on the last Business Day of a calendar month or begins on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period, such Interest Period shall end on the last Business Day of the calendar month at the end of such Interest Period;

          (c) if any Interest Period would otherwise expire on a day that is not a Business Day, such Interest Period shall expire on the next succeeding Business Day, provided that if any Interest Period in respect of a LIBOR Loan, a SOR Loan or a RM Loan would otherwise expire on a day that is not a Business Day but is a day of the month after which no further Business Day occurs in such month, such Interest Period shall expire on the next preceding Business Day; and

          (d) no Borrower shall be entitled to elect any Interest Period in respect of any LIBOR Loan, SOR Loan or RM Loan if such Interest Period would extend beyond the applicable Maturity Date of such Loan.

          2.10 Increased Costs, Illegality, etc. (a) In the event that (x) in the case of clause (i) below, the applicable Administrative Agent or (y) in the case of clauses (ii) and (iii) below, any Lender shall have reasonably determined (which determination shall, absent clearly demonstrable error, be final and conclusive and binding upon all parties hereto):

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               (i) on any date for determining the LIBOR Rate, SOR Rate, Singapore COF Rate or RM Rate for any Interest Period that (x) deposits in the principal amounts of the Loans comprising such Borrowing are not generally available in the relevant market or (y) by reason of any changes arising on or after the Closing Date affecting the interbank LIBOR market, the interbank SOR market or the Kuala Lumpur Interbank Money Market, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in the definition of LIBOR Rate, SOR Rate, Singapore COF Rate or RM Rate, respectively; or

               (ii) at any time, that such Lender shall incur increased costs or reductions in the amounts received or receivable hereunder with respect to any LIBOR Loans, SOR Loans, Singapore COF Loans or RM Loans (other than any such increase or reduction attributable to Taxes) because of (x) any change since the date hereof in any applicable law, governmental rule, regulation, guideline or order (or in the interpretation or administration thereof and including the introduction of any new law or governmental rule, regulation, guideline or order), such as, for example, without limitation, a change in official reserve requirements, and/or (y) other circumstances affecting the interbank LIBOR market, the interbank SOR market or the Kuala Lumpur Interbank Money Market, as applicable, or the position of such Lender in such market; or

               (iii) at any time, that the making or continuance of any LIBOR Loan, SOR Loan, Singapore COF Loan or RM Loan has become unlawful by compliance by such Lender (or its Applicable Lending Office) in good faith with any law, governmental rule, regulation, guideline or order (or would conflict with any such governmental rule, regulation, guideline or order not having the force of law even though the failure to comply therewith would not be unlawful), or has become impracticable as a result of a contingency occurring after the date hereof that materially and adversely affects the interbank LIBOR market, the interbank SOR market or the Kuala Lumpur Interbank Money Market, as applicable;

then, and in any such event, such Lender (or the applicable Administrative Agent, in the case of clause (i) above) shall within a reasonable time thereafter give notice (if by telephone, confirmed in writing) to the applicable Borrowers and to the applicable Administrative Agent of such determination (which notice such Administrative Agent shall promptly transmit to each of the other Lenders). Thereafter (x) in the case of clause (i) above, LIBOR Term Loans, LIBOR Revolving Credit Loans, SOR Loans, Singapore COF Loans or RM Loans, as applicable, shall no longer be available until such time as the applicable Administrative Agent notifies the applicable Borrower and the Lenders that the circumstances giving rise to such notice by such Administrative Agent no longer exist (which notice such Administrative Agent agrees to give at such time when such circumstances no longer exist), and any Notice of Borrowing or Notice of Conversion given by a Borrower with respect to LIBOR Term Loans, LIBOR Revolving Credit

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Loans, SOR Loans, Singapore COF Loans or RM Loans, as applicable, that have not yet been incurred shall be deemed rescinded by such Borrower (y) in the case of clause (ii) above, the applicable Borrower shall pay to such Lender, promptly after receipt of written demand therefor such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender in its reasonable discretion shall determine) as shall be required to compensate such Lender for such increased costs or reductions in amounts receivable hereunder (it being agreed that a written notice as to the additional amounts owed to such Lender, showing in reasonable detail the basis for the calculation thereof, submitted to such Borrower by such Lender shall, absent clearly demonstrable error, be final and conclusive and binding upon all parties hereto) and (z) in the case of clause (iii) above, the applicable Borrower shall take one of the actions specified in Section 2.10(b) as promptly as possible and, in any event, within the time period required bylaw.

          (b) At any time that any LIBOR Loan, SOR Loan, Singapore COF Loan or RM Loan is affected by the circumstances described in Section 2.10(a)(ii) or (iii), the applicable Borrower may (and in the case of a LIBOR Loan, SOR Loan, Singapore COF Loan or RM Loan affected pursuant to Section 2.10(a)(iii) shall) either (x) if the affected LIBOR Loan, SOR Loan, Singapore COF Loan or RM Loan is then being made pursuant to a Borrowing, cancel said Borrowing by giving the applicable Administrative Agent telephonic notice (confirmed promptly in writing) thereof on the same date that such Borrower was notified by a Lender pursuant to Section 2.10(a)(ii) or (iii) or (y) if the affected Loan is a LIBOR Loan, SOR Loan or RM Loan then outstanding, upon at least three Business Days’ notice to the applicable Administrative Agent, require the affected Lender to convert each such Loan into an ABR Loan, provided that if more than one Lender is affected at any time, then all affected Lenders must be treated in the same manner pursuant to this Section 2.10(b).

          (c) If, after the date hereof, the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any governmental authority, the National Association of Insurance Commissioners, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by a Lender or its parent with any request or directive made or adopted after the date hereof regarding capital adequacy (whether or not having the force of law) of any such authority, association, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s or its parent’s or its Affiliate’s capital or assets as a consequence of such Lender’s commitments or obligations hereunder to a level below that which such Lender or its parent or its Affiliate could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Lender’s or its parent’s policies with respect to capital adequacy), then from time to time, promptly after demand by such Lender (with a copy to the applicable Administrative Agent), each applicable Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or its parent for such reduction, it being understood and agreed, however, that a Lender shall not be entitled to such compensation as a result of such

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Lender’s compliance with, or pursuant to any request or directive to comply with, any such law, rule or regulation as in effect on the date hereof. Each Lender, upon determining in good faith that any additional amounts will be payable pursuant to this Section 2.10(c), will give prompt written notice thereof to the applicable Borrower which notice shall set forth in reasonable detail the basis of the calculation of such additional amounts, although the failure to give any such notice shall not, subject to Section 2.13, release or diminish such Borrower’s obligations to pay additional amounts pursuant to this Section 2.10(c) upon receipt of such notice.

          (d) It is understood that to the extent duplicative of Section 5.4, this Section 2.10 shall not apply to Taxes.

          2.11 Compensation. If (a) any payment of principal of any LIBOR Loan, SOR Loan or RM Loan is made by any Borrower to or for the account of a Lender other than on the last day of the Interest Period for such LIBOR Loan, SOR Loan or RM Loan as a result of a payment or conversion pursuant to Section 2.5, 2.6, 2.10, 5.1, 5.2 or 13.7, as a result of acceleration of the maturity of the Loans pursuant to Section 11 or for any other reason, (b) any Borrowing of LIBOR Loans, SOR Loans or RM Loans is not made as a result of a withdrawn Notice of Borrowing, (c) any ABR Loan is not converted into a LIBOR Loan as a result of a withdrawn Notice of Conversion or Continuation, (d) any LIBOR Loan, SOR Loan or RM Loan is not continued as an LIBOR Loan, SOR Loan or RM Loan, as the case may be, as a result of a withdrawn Notice of Conversion or Continuation or (e) any prepayment of principal of any LIBOR Loan, SOR Loan or RM Loan is not made as a result of a withdrawn notice of prepayment pursuant to Section 5.1 or 5.2, such Borrower shall, after receipt of a written request by such Lender (which request shall set forth in reasonable detail the basis for requesting such amount), pay to the applicable Administrative Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses that such Lender may reasonably incur as a result of such payment, failure to convert, failure to continue or failure to prepay, including any loss, cost or expense (excluding loss of anticipated profits) actually incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such LIBOR Loan, SOR Loan or RM Loan.

          2.12 Change of Lending Office. Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Section 2.10(a)(ii), 2.10(a)(iii), 2.10(b), 3.5 or 5.4 with respect to such Lender, it will, if requested by the Company use reasonable efforts (subject to overall policy considerations of such Lender) to change its Applicable Lending Office for any Loans affected by such event, provided that such change is made on such terms that such Lender and its lending office suffer no economic, legal or regulatory disadvantage, with the object of avoiding the consequence of the event giving rise to the operation of any such Section. Nothing in this Section 2.12 shall affect or postpone any of the obligations of any Borrower or the right of any Lender provided in Section 2.10, 3.5 or 5.4.

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          2.13 Notice of Certain Costs. Notwithstanding anything in this Agreement to the contrary, to the extent any notice required by Section 2.10, 2.11, 3.5 or 5.4 is given by any Lender more than 180 days after such Lender has knowledge (or should have had knowledge) of the occurrence of the event giving rise to the additional cost, reduction in amounts, loss, tax or other additional amounts described in such Sections, such Lender shall not be entitled to compensation under Section 2.10, 2.11, 3.5 or 5.4, as the case may be, for any such amounts incurred or accruing prior to the 181st day prior to the giving of such notice to the Company.

          2.14 Incremental Facilities. (a) The Company may by written notice to the applicable Administrative Agent elect to request the establishment of one or more (x) New Tranche B Term Loan commitments (the “New Tranche B Term Loan Commitments”) and/or (y) Additional Revolving Credit commitments (the “New Revolving Credit Commitment” and, together with the New Tranche B Term Loan Commitments, the “New Loan Commitments”), by an aggregate amount not in excess of $200,000,000 in the aggregate and not less than $50,000,000 individually (or such lesser amount which shall be approved by the applicable Administrative Agent or such lesser amount that shall constitute the difference between $200,000,000 and all such New Loan Commitments obtained prior to such date), and integral multiples of $5,000,000 in excess of that amount. Each such notice shall specify the date (each, an “Increased Amount Date”) on which the Company proposes that the New Loan Commitments shall be effective, which shall be a date not less than 10 Business Days after the date on which such notice is delivered to the applicable Administrative Agent; provided that any Lender offered or approached to provide all or a portion of the New Loan Commitments may elect or decline, in its sole discretion, to provide a New Loan Commitment. Such New Loan Commitments shall become effective, as of such Increased Amount Date; provided that (i) no Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such New Loan Commitments, as applicable; (ii) both before and after giving effect to the making of any Series of New Tranche B Term Loans or New Revolving Loans, each of the conditions set forth in Section 7 shall be satisfied; (iii) the Company and its Subsidiaries shall be in pro forma compliance with the covenant set forth in Section 10.9 as of the last day of the most recently ended fiscal quarter after giving effect to such New Loan Commitments and any Investment to be consummated in connection therewith; (iv) the New Loan Commitments shall be effected pursuant to one or more Joinder Agreements executed and delivered by the Company and the applicable Administrative Agent, and each of which shall be recorded in the Register and shall be subject to the requirements set forth in Section 5.4(d); (v) the Company shall make any payments required pursuant to Section 2.11 in connection with the New Loan Commitments, as applicable; and (vi) the Company shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by the applicable Administrative Agent in connection with any such transaction. Any New Tranche B Term Loans made on an Increased Amount Date shall be designated, a separate series (a “Series”) of New Tranche B Term Loans for all purposes of this Agreement.

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          (b) On any Increased Amount Date on which New Revolving Loan Commitments are effected, subject to the satisfaction of the foregoing terms and conditions and obtaining any required approval from any Governmental Authority, including the consent of Bank Negara Malaysia, (a) each of the Lenders with Revolving Credit Commitments shall assign to each Lender with a New Revolving Credit Commitment (each, a “New Revolving Loan Lender”) and each of the New Revolving Loan Lenders shall purchase from each of the Lenders with Revolving Credit Commitments, at the principal amount thereof (together with accrued interest), such interests in the Revolving Credit Loans outstanding on such Increased Amount Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Credit Loans will be held by existing Lenders with Revolving Credit Loans and New Revolving Loan Lenders ratably in accordance with their Revolving Credit Commitments after giving effect to the addition of such New Revolving Credit Commitments to the Revolving Credit Commitments, (b) each New Revolving Credit Commitment shall be deemed for all purposes a Revolving Credit Commitment and each Loan made thereunder (a “New Revolving Loan”) shall be deemed, for all purposes, a Revolving Credit Loan and (c) each New Revolving Loan Lender shall become a Lender with respect to the New Revolving Loan Commitment and all matters relating thereto.

          (c) On any Increased Amount Date on which any New Tranche B Term Loan Commitments of any Series are effective, subject to the satisfaction of the foregoing terms and conditions, (i) each Lender with a New Tranche B Term Loan Commitment (each, a “New Tranche B Loan Lender”) of any Series shall make a Loan to the Company (a “New Tranche B Term Loan”) in an amount equal to its New Tranche B Term Loan Commitment of such Series, and (ii) each New Tranche B Term Loan Lender of any Series shall become a Lender hereunder with respect to the New Tranche B Term Loan Commitment of such Series and the New Tranche B Term Loans of such Series made pursuant thereto.

          (d) The terms and provisions of the New Tranche B Term Loans and New Tranche B Term Loan Commitments of any Series shall be, except as otherwise set forth herein or in the Joinder Agreement, identical to the Tranche B Term Loans; provided that (i) the applicable New Tranche B Term Loan Maturity Date of each Series shall be no earlier than the final maturity of the Tranche B Term Loans and the mandatory prepayment and other payment rights (other than scheduled amortization) of the New Tranche B Term Loans and the Tranche B Term Loans shall be identical and (ii) the Borrower, the rate of interest and the amortization schedule applicable to the New Tranche B Term Loans of each Series shall be determined by the Company and the applicable new Lenders and shall be set forth in each applicable Joinder Agreement; provided that such Borrower shall be the Company or a Subsidiary Guarantor. The terms and provisions of the New Revolving Loans and New Revolving Credit Commitments shall be identical to the Revolving Credit Loans and the Revolving Credit Commitments.

          (e) Each Joinder Agreement may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Credit Documents as

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may be necessary or appropriate, in the opinion of the Administrative Agents, to effect the provision of this Section 2.14.

          2.15 Conversion of Malaysian Revolving Credit Facility. (a) Prior to any reduction or termination of any Malaysian Revolving Credit Commitments pursuant to Section 4.2, the Company may, upon at least ten Business Days’ (or such lesser number of Business Days as each Malaysian Lender shall agree) written notice (the “Malaysian Commitment Conversion Notice”) to the Asian Administrative Agent (which notice the Asian Administrative Agent shall promptly transmit to each Malaysian Lender and the Malaysian Swingline Lender) elect to convert each Malaysian Lender’s Malaysian Revolving Credit Commitment in whole into a new Malaysian U.S. Dollar Revolving Credit Commitment (the “New Malaysian U.S. Dollar Revolving Credit Commitment”) of each Malaysian Lender equal to such Malaysian Lender’s Malaysian Revolving Credit Commitment as of the Malaysian Commitment Conversion Date (as defined below). The Malaysian Commitment Conversion Notice shall specify the date on which the Company proposes that the Malaysian Revolving Credit Commitments shall be converted and the New Malaysian U.S. Dollar Revolving Credit Commitments shall be effective (the “Malaysian Commitment Conversion Date”); provided that (i) any Malaysian Revolving Credit Loans and any Malaysian Swingline Loans, any interest thereon and any other Obligation with respect thereto shall have been paid in full prior to the Malaysian Commitment Conversion Date and no Obligations with respect thereto shall be outstanding on the Malaysian Commitment Conversion Date, (ii) both before and after giving effect to such New Malaysian U.S. Dollar Revolving Credit Commitments, each of the conditions set forth in Section 7 shall be satisfied; and (iii) the Company and its Subsidiaries shall be in pro forma compliance with the covenant set forth in Section 10.9 as of the last day of the most recently ended fiscal quarter after giving effect to such New Malaysian U.S. Dollar Revolving Credit Commitments. From and after the Malaysian Commitment Conversion Date, (A) the rights of the Malaysian Lender to request Borrowings of Malaysian Revolving Credit Loans and the obligations of the Malaysian Lenders to make Malaysian Revolving Credit Loans pursuant to Section 2.1(b)(iii), and (B) the rights of the Malaysian Lender to request Borrowings of Malaysian Swingline Loans and the obligations of the Malaysian Swingline Lender to make Malaysian Swingline Loans pursuant to Section 2.1(c)(ii), shall terminate and shall be of no further force and effect.

          (b) Commencing on the Malaysian Commitment Conversion Date, subject to and upon the terms and conditions herein and obtaining any required approval of any Governmental Authority, including the qualification of such Lender under the Moneylenders Act if applicable, each Malaysian Lender severally agrees to make a loan or loans to the Singaporean Borrower or each U.S. Borrower in U.S. Dollars (each a “New Malaysian U.S. Dollar Revolving Credit Loan” and, collectively, the “New Malaysian U.S. Dollar Revolving Credit Loans”), which New Malaysian U.S. Dollar Revolving Credit Loans, (i) shall be made at any time and from time to time on and after the Malaysian Commitment Conversion Date and prior to the Revolving Credit Maturity Date and (ii) shall be made and maintained on the same terms and subject to the same conditions,

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including with respect to Notice of Borrowing, Type, interest rate and prepayment of New Malaysian U.S. Dollar Revolving Credit Loans, as the U.S. Dollar Revolving Credit Loans, provided that any such New Malaysian U.S. Dollar Revolving Credit Loans (A) shall not, for any such Malaysian Lender at any time, after giving effect thereto and to the application of the proceeds thereof, result in such Lender’s Malaysian Revolving Credit Exposure at such time exceeding such Lender’s Malaysian Credit Commitment at such time and (B) shall not, after giving effect thereto and to the application of the proceeds thereof, result at any time in the aggregate amount of the Malaysian Lenders’ Malaysian Credit Exposures at such time exceeding the Total Malaysian Revolving Credit Commitment then in effect.

          (c) Each Malaysian Lender, upon receipt of a copy of the Malaysian Commitment Conversion Notice, will use its commercially reasonable efforts to obtain any approval of a Governmental Authority, including under the Moneylenders Act, as shall be required to permit such Malaysian Lender to make New Malaysian U.S. Dollar Revolving Credit Loans (such efforts to include the assignment of such Malaysian Lender’s Malaysian Revolving Credit Commitment to any of its Affiliates if such Affiliate may, under any applicable law make New Malaysian U.S. Dollar Revolving Credit Loans).

          SECTION 3. Letters of Credit.

          3.1 Letters of Credit.

          (a) Subject to and upon the terms and conditions herein set forth, at any time and from time to time after the Closing Date and prior to the L/C Maturity Date, each U.S. Dollar Borrower may request that the Letter of Credit Issuer issue for the account of such U.S. Dollar Borrower a standby letter of credit or letters of credit in U.S. Dollars (the “Letters of Credit” and each, a “Letter of Credit”) in such form as may be approved by the Letter of Credit Issuer in its reasonable discretion.

          (b) Notwithstanding the foregoing, (i) no Letter of Credit shall be issued the Stated Amount of which, when added to the Letters of Credit Outstanding at such time, would exceed the U.S. Dollar Letter of Credit Commitment then in effect; (ii) no Letter of Credit shall be issued the Stated Amount of which would cause the aggregate amount of the U.S. Dollar Lenders’ U.S. Dollar Revolving Credit Exposures at such time to exceed the U.S. Dollar Revolving Credit Commitment then in effect; (iii) each Letter of Credit shall have an expiration date occurring no later than one year after the date of issuance thereof, unless otherwise agreed upon by the Asian Administrative Agent and the Letter of Credit Issuer, provided that in no event shall such expiration date occur later than the L/C Maturity Date; (iv) no Letter of Credit shall be issued if it is requested to be denominated in any currency other than U.S. Dollars; (v) no Letter of Credit shall be issued if it would be illegal under any applicable law for the beneficiary of the Letter of Credit to have a Letter of Credit issued in its favor; and (vi) no Letter of Credit shall be issued by the Letter of Credit Issuer after it has received a written notice from any Credit Party or any Lender stating that a Default or Event of Default has occurred and is

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continuing until such time as the Letter of Credit Issuer shall have received a written notice of (vii) rescission of such notice from the party or parties originally delivering such notice or (y) the waiver of such Default or Event of Default in accordance with the provisions of Section 13.1. Notwithstanding anything herein to the contrary, the issuance of Letters of Credit for the account of any Borrower shall be deemed a utilization of the Revolving Credit Commitments allocated to such Borrower.

          (c) Upon at least one Business Day’s prior written notice (or telephonic notice promptly confirmed in writing) to the Asian Administrative Agent and the Letter of Credit Issuer (which notice such Administrative Agent shall promptly transmit to each of the applicable Lenders), the Company shall have the right, on any day, permanently to terminate or reduce the U.S. Dollar Letter of Credit Commitment in whole or in part, provided that, after giving effect to such termination or reduction, the Letters of Credit Outstanding shall not exceed the U.S. Dollar Letter of Credit Commitment.

          3.2 Letter of Credit Requests.

          (a) Whenever any U.S. Dollar Borrower desires that a Letter of Credit be issued for its account, it shall give the Asian Administrative Agent and the Letter of Credit Issuer at least five (or such lesser number as may be agreed upon by such Administrative Agent and the Letter of Credit Issuer) Business Days’ written notice thereof. Each notice shall be executed by such Borrower and shall be in the form of Exhibit H (each a “Letter of Credit Request”). The Asian Administrative Agent shall promptly transmit copies of each Letter of Credit Request to each U.S. Dollar Lender.

          (b) The making of each Letter of Credit Request shall be deemed to be a representation and warranty by the applicable Borrowers that the Letter of Credit may be issued in accordance with, and will not violate the requirements of, Section 3.1(b).

          3.3 Letter of Credit Participations.

          (a) Immediately upon the issuance by the Letter of Credit Issuer of any Letter of Credit, the Letter of Credit Issuer shall be deemed to have sold and transferred to each U.S. Dollar Lender (each such other U.S. Dollar Lender, in its capacity under this Section 3.3, an “L/C Participant”), and each such L/C Participant shall be deemed irrevocably and unconditionally to have purchased and received from the Letter of Credit Issuer, without recourse or warranty, an undivided interest and participation (each an “L/C Participation”), to the extent of such L/C Participant’s U.S. Dollar Revolving Credit Commitment Percentage in such Letter of Credit, each substitute letter of credit, each drawing made thereunder and the obligations of the Borrowers under this Agreement with respect thereto, and any security therefor or guaranty pertaining thereto; provided that the Letter of Credit Fees will be paid directly to the Asian Administrative Agent for the ratable account of the L/C Participants as provided in Section 4.1(b) and the L/C Participants shall have no right to receive any portion of any Fronting Fees).

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          (b) In determining whether to pay under any Letter of Credit, the Letter of Credit Issuer shall have no obligation relative to any L/C Participants other than to confirm that any documents required to be delivered under such Letter of Credit have been delivered and that they appear to comply on their face with the requirements of such Letter of Credit. Any action taken or omitted to be taken by the Letter of Credit Issuer under or in connection with any Letter of Credit issued by it, if taken or omitted in the absence of gross negligence or willful misconduct, shall not create for the Letter of Credit Issuer any resulting liability.

          (c) In the event that the Letter of Credit Issuer makes any payment under any Letter of Credit issued by it and the applicable Borrower shall not have repaid such amount in full to the Letter of Credit Issuer pursuant to Section 3.4(a), the Letter of Credit Issuer shall promptly notify the Asian Administrative Agent and each L/C Participant of such failure, and each such L/C Participant shall promptly and unconditionally pay to the Asian Administrative Agent for the account of the Letter of Credit Issuer, the amount of such L/C Participant’s U.S. Dollar Revolving Credit Commitment Percentage of such unreimbursed payment in U.S. Dollars and in immediately available funds; provided that no L/C Participant shall be obligated to pay to the Asian Administrative Agent for the account of the Letter of Credit Issuer its U.S. Dollar Revolving Credit Commitment Percentage of such unreimbursed amount arising from any wrongful payment made by the Letter of Credit Issuer under a Letter of Credit as a result of acts or omissions constituting willful misconduct or gross negligence on the part of the Letter of Credit Issuer. If the Letter of Credit Issuer so notifies, prior to 11:00 a.m. (Hong Kong time) on any Business Day, any L/C Participant required to fund a payment under a Letter of Credit, such L/C Participant shall make available to the Asian Administrative Agent for the account of the Letter of Credit Issuer such L/C Participant’s U.S. Dollar Revolving Credit Commitment Percentage, as applicable, of the amount of such payment on such Business Day in immediately available funds. If and to the extent such L/C Participant shall not have so made its U.S. Dollar Revolving Credit Commitment Percentage of the amount of such payment available to the Asian Administrative Agent for the account of the Letter of Credit Issuer, such L/C Participant agrees to pay to the Asian Administrative Agent for the account of the Letter of Credit Issuer, forthwith on demand, such amount, together with interest thereon for each day from such date until the date such amount is paid to the Asian Administrative Agent for the account of the Letter of Credit Issuer at the Singapore COF Rate. The failure of any L/C Participant to make available to the Asian Administrative Agent for the account of the Letter of Credit Issuer its U.S. Dollar Revolving Credit Commitment Percentage of any payment under any Letter of Credit shall not relieve any other L/C Participant of its obligation hereunder to make available to the Asian Administrative Agent for the account of the Letter of Credit Issuer its U.S. Dollar Revolving Credit Commitment Percentage, of any payment under such Letter of Credit on the date required, as specified above, but no L/C Participant shall be responsible for the failure of any other L/C Participant to make available to the Asian Administrative Agent such other L/C Participant’s U.S. Dollar Revolving Credit Commitment Percentage of any such payment.

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          (d) Whenever the Letter of Credit Issuer receives a payment in respect of an unpaid reimbursement obligation as to which the Asian Administrative Agent has received for the account of the Letter of Credit Issuer any payments from the L/C Participants pursuant to clause (c) above, the Letter of Credit Issuer shall pay to the Asian Administrative Agent and such Administrative Agent shall promptly pay to each L/C Participant that has paid its U.S. Dollar Revolving Credit Commitment Percentage of such reimbursement obligation, in U.S. Dollars and in immediately available funds, an amount equal to such L/C Participant’s share (based upon the proportionate aggregate amount originally funded by such L/C Participant to the aggregate amount funded by all L/C Participants) of the principal amount of such reimbursement obligation and interest thereon accruing after the purchase of the respective L/C Participations.

          (e) The obligations of the L/C Participants to make payments to the Asian Administrative Agent for the account of the Letter of Credit Issuer with respect to Letters of Credit shall be irrevocable and not subject to counterclaim, set-off or other defense or any other qualification or exception whatsoever and shall be made in accordance with the terms and conditions of this Agreement under all circumstances, including under any of the following circumstances:

               (i) any lack of validity or enforceability of this Agreement or any of the other Credit Documents;

               (ii) the existence of any claim, set-off, defense or other right that the Borrowers may have at any time against a beneficiary named in a Letter of Credit, any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), any Administrative Agent, the Letter of Credit Issuer, any Lender or other Person, whether in connection with this Agreement, any Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transaction between any Borrower and the beneficiary named in any such Letter of Credit);

               (iii) any draft, certificate or any other document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect;

               (iv) the surrender or impairment of any security for the performance or observance of any of the terms of any of the Credit Documents; or

               (v) the occurrence of any Default or Event of Default;

provided that no L/C Participant shall be obligated to pay to the Asian Administrative Agent for the account of the Letter of Credit Issuer its U.S. Dollar Revolving Credit Commitment Percentage of any unreimbursed amount arising from any wrongful

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payment made by the Letter of Credit Issuer under a Letter of Credit as a result of acts or omissions constituting willful misconduct or gross negligence on the part of the Letter of Credit Issuer.

          3.4 Agreement to Repay Letter of Credit Drawings.

          3.5 Each U.S. Dollar Borrower hereby agrees to reimburse the Letter of Credit Issuer by making payment in U.S. Dollars to the Asian Administrative Agent (in the case of reimbursement made by such Borrower) in immediately available funds for any payment or disbursement made by the Letter of Credit Issuer under any Letter of Credit (each such amount so paid until reimbursed, an “Unpaid Drawing”) immediately after, and in any event on the date of, such payment, with interest on the amount so paid or disbursed by the Letter of Credit Issuer, to the extent not reimbursed prior to 5:00 p.m. (Hong Kong time) on the date of such payment or disbursement, from and including the date paid or disbursed to but excluding the date the Letter of Credit Issuer is reimbursed therefor at a rate per annum that shall at all times be the Applicable LIBOR Margin plus the LIBOR Rate as in effect from time to time, provided that, notwithstanding anything contained in this Agreement to the contrary, (i) unless the applicable Borrower shall have notified the Asian Administrative Agent and the Letter of Credit Issuer prior to 10:00 a.m. (Hong Kong time) on the date of such drawing that such Borrower intends to reimburse the Letter of Credit Issuer for the amount of such drawing with funds other than the proceeds of Loans, such Borrower shall be deemed to have given a Notice of Borrowing requesting that, with respect to Letters of Credit, that the Lenders with U.S. Dollar Revolving Credit Commitments or make U.S. Dollar Revolving Credit Loans (which shall be LIBOR Loans), and (ii) the Asian Administrative Agent shall promptly notify each L/C Participant of such drawing and the amount of its Revolving Credit Loan to be made in respect thereof, and each such L/C Participant shall be irrevocably obligated to make a U.S. Dollar Revolving Credit Loan to the applicable Borrower in the manner deemed to have been requested in the amount of its U.S. Dollar Revolving Credit Commitment Percentage of the applicable Unpaid Drawing by 12:00 noon (Hong Kong) on such Business Day by making the amount of such U.S. Dollar Revolving Credit Loan available to the Asian Administrative Agent. Such U.S. Dollar Revolving Credit Loans shall be made without regard to the Minimum Borrowing Amount. The Asian Administrative Agent shall use the proceeds of such Revolving Credit Loans solely for purpose of reimbursing the Letter of Credit Issuer for the related Unpaid Drawing.

          (a) The obligations of the Borrowers under this Section 3.4 to reimburse the Letter of Credit Issuer with respect to Unpaid Drawings (including, in each case, interest thereon) shall be absolute and unconditional under any and all circumstances and irrespective of any set-off, counterclaim or defense to payment that any Borrower or any other Person may have or have had against the Letter of Credit Issuer, any Administrative Agent or any Lender (including in its capacity as an L/C Participant), including any defense based upon the failure of any drawing under a Letter of Credit (each a “Drawing”) to conform to the terms of the Letter of Credit or any non-application or misapplication by the beneficiary of the proceeds of such Drawing, provided that no Borrower shall be obligated to reimburse the Letter of Credit Issuer for

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any wrongful payment made by the Letter of Credit Issuer under the Letter of Credit issued by it as a result of acts or omissions constituting willful misconduct or gross negligence on the part of such Letter of Credit Issuer.

          3.6 Increased Costs. If after the date hereof, the adoption of any applicable law, rule or regulation, or any change therein, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or actual compliance by the Letter of Credit Issuer or any L/C Participant with any request or directive made or adopted after the date hereof (whether or not having the force of law), by any such authority, central bank or comparable agency shall either (a) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters of credit issued by the Letter of Credit Issuer, or any L/C Participant’s L/C Participation therein, or (b) impose on the Letter of Credit Issuer or any L/C Participant any other conditions affecting its obligations under this Agreement in respect of Letters of Credit or L/C Participations therein or the Letter of Credit or such L/C Participant’s L/C Participation therein, and the result of any of the foregoing is to increase the cost to any Letter of Credit Issuer or such L/C Participant of issuing, maintaining or participating in any Letter of Credit, or to reduce the amount of any sum received or receivable by the Letter of Credit Issuer or such L/C Participant hereunder (other than any such increase or reduction attributable to taxes) in respect of Letters of Credit or L/C Participations therein, then, promptly after receipt of written demand to the Company by the Letter of Credit Issuer or such L/C Participant, as the case may be, (a copy of which notice shall be sent by such Letter of Credit Issuer or such L/C Participant to the Asian Administrative Agent (with respect to Letter of Credit issued on account of any Borrower)) the applicable Borrowers shall pay to the Letter of Credit Issuer or such L/C Participant such additional amount or amounts as will compensate the Letter of Credit Issuer or such L/C Participant for such increased cost or reduction, it being understood and agreed, however, that the Letter of Credit Issuer or a L/C Participant shall not be entitled to such compensation as a result of such Person’s compliance with, or pursuant to any request or directive to comply with, any such law, rule or regulation as in effect on the date hereof. A certificate submitted to the Company by the Letter of Credit Issuer or a L/C Participant, as the case may be (a copy of which certificate shall be sent by the Letter of Credit Issuer or such L/C Participant to the Asian Administrative Agent (with respect to Letters of Credit issued on account of any Borrower)), setting forth in reasonable detail the basis for the determination of such additional amount or amounts necessary to compensate the Letter of Credit Issuer or such L/C Participant as aforesaid shall be conclusive and binding on the Borrowers absent clearly demonstrable error.

     3.7 Successor Letter of Credit Issuer. The Letter of Credit Issuer may resign as Letter of Credit Issuer upon 60 days’ prior written notice to the Asian Administrative Agent or the U.S. Dollar Lenders and the Company. If the Letter of Credit Issuer shall resign as Letter of Credit Issuer under this Agreement, then the Company shall appoint from among the U.S. Dollar Lenders, a successor issuer of Letters of Credit whereupon such successor issuer shall succeed to the rights, powers and duties

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of such resigning Letter of Credit Issuer, and the term “Letter of Credit Issuer” as used in relation to such resigning Letter of Credit Issuer shall mean such successor issuer effective upon such appointment. At the time such resignation shall become effective, the applicable Borrowers shall pay to the resigning Letter of Credit Issuer all accrued and unpaid fees pursuant to Sections 4.1(d) and (e). The acceptance of any appointment as the Letter of Credit Issuer hereunder by a successor Lender shall be evidenced by an agreement entered into by such successor, in a form satisfactory to the Company and the Asian Administrative Agent and, from and after the effective date of such agreement, such successor Lender shall have all the rights and obligations of the resigning Letter of Credit Issuer under this Agreement and the other Credit Documents. At the time such resignation shall become effective, the Borrower shall pay to the resigning Letter of Credit Issuer all accrued and unpaid fees pursuant to Sections 4.1(c) and (d). After the resignation of the Letter of Credit Issuer hereunder, such resigning Letter of Credit Issuer shall remain a party hereto and shall continue to have all the rights and obligations of the Letter of Credit Issuer under this Agreement and the other Credit Documents with respect to Letters of Credit issued by it prior to such resignation, but shall not be required to issue additional Letters of Credit. After any resigning Letter of Credit Issuer’s resignation as Letter of Credit Issuer, the provisions of this Agreement relating to the Letter of Credit Issuer shall inure to its benefit as to any actions taken or omitted to be taken by it (a) while it was the Letter of Credit Issuer under this Agreement or (b) at any time with respect to Letters of Credit issued by such Letter of Credit Issuer.

          SECTION 4. Fees; Commitments.

          4.1 Fees. (a) (i) The Singaporean Borrower and the U.S. Borrowers jointly and severally agree to pay to the Asian Administrative Agent in U.S. Dollars, for the account of each Multi-Currency Lender (in each case pro rata according to the respective Multi-Currency Revolving Credit Commitments of all such Multi-Currency Lenders), a commitment fee for each day from and including the Closing Date to but excluding the Final Date. Such commitment fee shall be payable in arrears (x) on the last day of each March, June, September and December (for the three-month period (or portion thereof) ended on such day for which no payment has been received) and (y) on the Final Date (for the period ended on such date for which no payment has been received pursuant to clause (x) above), and shall be computed for each day during such period at a rate per annum equal to the Commitment Fee Rate in effect on such day on the Multi-Currency Available Commitments in effect on such day.

               (ii) The Singaporean Borrower and the U.S. Borrowers jointly and severally agree to pay to the Asian Administrative Agent in U.S. Dollars, for the account of each U.S. Dollar Lender (in each case pro rata according to the respective U.S. Dollar Revolving Credit Commitments of all such U.S. Dollar Lenders), a commitment fee for each day from and including the Closing Date to but excluding the Final Date. Such commitment fee shall be payable in arrears (x) on the last day of each March, June, September and December (for the three-month period (or portion thereof) ended on such day for which no payment has been

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received) and (y) on the Final Date (for the period ended on such date for which no payment has been received pursuant to clause (x) above), and shall be computed for each day during such period at a rate per annum equal to the Commitment Fee Rate in effect on such day on the U.S. Dollar Available Commitments in effect on such day.

               (iii) The Malaysian Borrower agrees to pay to the Asian Administrative Agent in U.S. Dollars, for the account of each Malaysian Lender (in each case pro rata according to the respective Malaysian Revolving Credit Commitments of all such Malaysian Lenders), a commitment fee for each day from and including the Closing Date to but excluding the Final Date. Such commitment fee shall be payable in arrears (x) on the last day of each March, June, September and December (for the three-month period (or portion thereof) ended on such day for which no payment has been received) and (y) on the Final Date (for the period ended on such date for which no payment has been received pursuant to clause (x) above), and shall be computed for each day during such period at a rate per annum equal to the Commitment Fee Rate in effect on such day on the Malaysian Available Commitments in effect on such day; provided that, at any time, when the Malaysian Borrower is prohibited by applicable law or regulations from making such payments in U.S. Dollars, the other Borrowers jointly and severally agree to pay amounts owing under this clause (iii).

               (iv) The Company agrees to pay to the Asian Administrative Agent in U.S. Dollars, for the account of each Lender having a Tranche B-2 Term Loan Commitment (in each case pro rata according to the respective Tranche B-2 Term Loan Commitments of all such Lenders), a commitment fee for each day from and including the Closing Date to but excluding the Tranche B-2 Term Loan Commitment Termination Date) at a rate of 1% per annum on the aggregate amount of the Tranche B-2 Term Loan Commitment. Such commitment fee shall be payable in arrears (x) on the last day of each March, June, September and December (for the three-month period (or portion thereof) ended on such day for which no payment has been received) and (y) on the Tranche B-2 Term Loan Commitment Termination Date (for the period ended on such date for which no payment has been received pursuant to clause (x) above).

               (v) Notwithstanding the foregoing, the Borrowers shall not be obligated to pay any amounts to any Defaulting Lender pursuant to this Section 4.1.

          (b) The Company agrees to pay to the Asian Administrative Agent in U.S. Dollars for the account of the U.S. Dollar Lenders pro rata on the basis of their respective Letter of Credit Exposure, a fee in respect of each Letter of Credit (the “Letter of Credit Fee”), for the period from and including the date of issuance of such Letter of

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Credit to but excluding the termination date of such Letter of Credit computed at the per annum rate for each day equal to the Applicable LIBOR Margin for Revolving Credit Loans on the average daily Stated Amount of such Letter of Credit. Such Letter of Credit Fees shall be due and payable quarterly in arrears on the last day of each March, June, September and December and on the date upon which the Total Revolving Credit Commitment terminates and the Letters of Credit Outstanding shall have been reduced to zero.

          (c) The Borrowers agree to pay to the Asian Administrative Agent in U.S. Dollars for the account of the Letter of Credit Issuer a fee in respect of each Letter of Credit issued by it (the “Fronting Fee”), for the period from and including the date of issuance of such Letter of Credit to but excluding the termination date of such Letter of Credit, computed at the rate for each day equal to 0.250% per annum on the average daily Stated Amount of such Letter of Credit. Such Fronting Fees shall be due and payable quarterly in arrears on the last day of each March, June, September and December and on the date upon which the Total Revolving Credit Commitment terminates and the Letters of Credit Outstanding shall have been reduced to zero.

          (d) The Borrowers agree to pay directly to the Letter of Credit Issuer in U.S. Dollars upon each issuance of, drawing under, and/or amendment of, a Letter of Credit issued by it such amount as the Letter of Credit Issuer and the Borrowers shall have agreed upon for issuances of, drawings under or amendments of, letters of credit issued by it.

          4.2 Voluntary Reduction of Revolving Credit Commitments. Upon at least one Business Day’s prior written notice (or telephonic notice promptly confirmed in writing) to the Asian Administrative Agent at its Administrative Agent’s Office (which notice the Asian Administrative Agent shall promptly transmit to each of the applicable Lenders), the Company shall have the right, without premium or penalty, on any day, permanently to terminate or reduce any of the U.S. Dollar Revolving Credit Commitments, the Multi-Currency Revolving Credit Commitments or the Malaysian Revolving Credit Commitments in whole or in part, provided that (i) any such reduction shall apply proportionately and permanently to reduce such Revolving Credit Commitment of each of the Lenders under such Commitment, (ii) any partial reduction pursuant to this Section 4.2 shall be in the amount of at least $5,000,000 and (iii) after giving effect to such termination or reduction and to any prepayments of the Loans made on the date thereof in accordance with this Agreement, the aggregate amount of the U.S. Dollar Lenders’ U.S. Dollar Revolving Credit Exposures at such time shall not exceed the Total U.S. Dollar Revolving Credit Commitment then in effect, the Multi-Currency Lenders’ Multi-Currency Revolving Credit Exposures at such time shall not exceed the Multi-Currency Revolving Credit Commitment then in effect and the Malaysian Lenders’ Malaysian Revolving Credit Exposures at such time shall not exceed the Total Malaysian Revolving Credit Commitment then in effect.

          4.3 Mandatory Termination of Commitments. (a) (x) The Tranche B-1 Term Loan Commitments shall terminate at 5:00 p.m. (New York City time) on the

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Closing Date and (y) the Tranche B-2 Term Loan Commitments shall terminate at 5:00 p.m. (Hong Kong time) on the Tranche B-2 Term Loan Commitment Termination Date.

          (b) The Total Revolving Credit Commitment shall terminate at 5:00 p.m. (Hong Kong time) on the Revolving Credit Maturity Date.

          (c) The Swingline Commitments shall terminate at 5:00 p.m. (Hong Kong time) on the Swingline Maturity Date.

          (d) The New Tranche B Term Loan Commitment for any Series shall terminate at 5:00 p.m. (Hong Kong time) on the Increased Amount Date for such Series.

          (e) If any prepayment of Term Loans would otherwise be required pursuant to Section 5.2(a) but cannot be made because there are no Term Loans outstanding, or because the amount of the required prepayment exceeds the outstanding amount of Term Loans, then, on the date that such prepayment is required, the Revolving Credit Commitments shall be permanently reduced pro rata by an aggregate amount equal to the amount of the required prepayment, or the excess of such amount over the outstanding amount of Tranche B Term Loans, as the case may be, and the Borrowers shall comply with Section 5.2(b) after giving effect to such reduction.

          SECTION 5. Payments.

          5.1 Voluntary Prepayments. The Borrowers shall have the right to prepay Term Loans, Revolving Credit Loans and Swingline Loans, in each case, without premium or penalty, in whole or in part from time to time on the following terms and conditions: (a) the applicable Borrower shall give the applicable Administrative Agent and at such Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and the specific Borrowing(s) pursuant to which made, which notice shall be given by such Borrower no later than (i) in the case of Term Loans or Revolving Credit Loans, 10:00 a.m. (Local Time) one Business Day prior to, or (ii) in the case of Swingline Loans, 10:00 a.m. (Hong Kong time) on, the date of such prepayment and shall promptly be transmitted by such applicable Administrative Agent to each of the applicable Lenders or the applicable Swingline Lender, as the case may be; (b) each partial prepayment of any Borrowing of Term Loans or Revolving Credit Loans shall be in a multiple of the U.S. Dollar Equivalent of $100,000 and in an aggregate principal amount of at least the U.S. Dollar Equivalent of $1,000,000 and each partial prepayment of Swingline Loans shall be in a multiple of the U.S. Dollar Equivalent of $10,000 and in an aggregate principal amount of at least the U.S. Dollar Equivalent of $100,000, provided that no partial prepayment of LIBOR Term Loans, LIBOR Revolving Credit Loans, SOR Loans or RM Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Term Loans, LIBOR Revolving Credit Loans, SOR Loans or RM Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Term Loans or LIBOR Revolving Credit Loans and (c) any prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans pursuant to this

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Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by the applicable Borrower with the applicable provisions of Section 2.11. Each prepayment in respect of any tranche of Term Loans pursuant to this Section 5.1 shall be (a) applied to Term Loans in such manner as the Company may determine and (b) applied to reduce Tranche B-1 Repayment Amount, the Tranche B-2 Repayment Amount and/or any New Tranche B Repayment Amount, as the case may be, in such order as the Company may determine. At the applicable Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan of a Defaulting Lender.

          5.2 Mandatory Prepayments.

          (a) Term Loan Prepayments.

               (i) On each occasion that a Prepayment Event occurs, the Company shall, within one Business Day after the occurrence of a Debt Incurrence Prepayment Event and within five Business Days after the occurrence of any other Prepayment Event, prepay, in accordance with paragraph (c) below, the principal amount of Term Loans in an amount equal to 100% of the Net Cash Proceeds from such Prepayment Event, provided that, at the option of the Company, the Net Cash Proceeds from any transaction permitted by Section 10.4(e) may be applied to repay Revolving Credit Loans, which repayment shall automatically result in the reduction of the Revolving Credit Commitment of each Lender by an amount equal to the amount of the Revolving Credit Loans prepaid to such Lender.

               (ii) Not later than the date that is ninety days after the last day of any fiscal year (commencing with and including the fiscal year ending October 31, 2006), the Company shall prepay, in accordance with clause (c) below, the principal of Term Loans in an amount equal to (x) 50% of Excess Cash Flow for such fiscal year (provided such percentage shall be reduced to 25% if the Consolidated Total Senior Secured Debt to Adjusted EBITDA Ratio as of the end of such fiscal year is less than 1.50 to 1.00, and, provided further, that such percentage shall be reduced to 0% if the Consolidated Total Senior Secured Debt to Adjusted EBITDA Ratio as of the end of such fiscal year is less than 1.00 to 1.00), minus (y) the principal amount of Term Loans voluntarily prepaid pursuant to Section 5.1 during such fiscal year.

               (iii) Within five Business Day after the consummation of the Storage Sale, prepay pro rata the principal amount of the Tranche B-1 Term Loans in an amount equal to 100% of the Storage Sale Net Cash Proceeds.

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          (b) Repayment of Revolving Credit Loans.

               (i) If on any date the aggregate amount of the U.S. Dollar Lenders’ U.S. Dollar Revolving Credit Exposures (all the foregoing, collectively, the “Aggregate U.S. Dollar Revolving Credit Outstanding”) exceeds 100% of the Total U.S. Dollar Revolving Credit Commitment as then in effect, the U.S. Dollar Borrowers shall forthwith repay on such date the principal amount of U.S. Dollar Revolving Credit Loans in an amount equal to such excess. If, after giving effect to the prepayment of all outstanding U.S. Dollar Revolving Credit Loans, the Aggregate U.S. Dollar Revolving Credit Outstanding exceeds the Total U.S. Dollar Revolving Credit Commitment then in effect, the U.S. Dollar Borrowers shall pay to the Asian Administrative Agent an amount in cash equal to such excess and such Administrative Agent shall instruct the Collateral Agent to hold such payment for the benefit of the U.S. Dollar Lenders as security for the obligations of the U.S. Dollar Borrowers hereunder (including obligations in respect of Letters of Credit Outstanding) pursuant to a cash collateral agreement to be entered into in form and substance satisfactory to the Administrative Agents (which shall permit certain Investments in Permitted Investments satisfactory to the Administrative Agents, until the proceeds are applied to the secured obligations);

               (ii) If on any date the aggregate amount of the Multi-Currency Lenders’ Multi-Currency Revolving Credit Exposures (all the foregoing, collectively, the “Aggregate Multi-Currency Revolving Credit Outstanding”) exceeds 100% of the Total Multi-Currency Revolving Credit Commitment as then in effect, the Multi-Currency Borrowers shall forthwith repay on such date the principal amount of Multi-Currency Swingline Loans and, after all Multi-Currency Swingline Loans have been paid in full, Multi-Currency Revolving Credit Loans in an amount equal to such excess. If, after giving effect to the prepayment of all outstanding Multi-Currency Swingline Loans and Multi-Currency Revolving Credit Loans, the Aggregate Multi-Currency Revolving Credit Outstanding exceeds the Total Multi-Currency Revolving Credit Commitment then in effect, the Multi-Currency Borrowers shall pay to the Asian Administrative Agent an amount in cash equal to such excess and such Administrative Agent shall instruct the Collateral Agent to hold such payment for the benefit of the Multi-Currency Lenders as security for the obligations of the Multi-Currency Borrowers hereunder pursuant to a cash collateral agreement to be entered into in form and substance satisfactory to the Administrative Agents (which shall permit certain Investments in Permitted Investments satisfactory to the Administrative Agents, until the proceeds are applied to the secured obligations); and

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               (iii) If on any date the aggregate amount of the Malaysian Lenders’ Malaysian Revolving Credit Exposures (all the foregoing, collectively, the “Aggregate Malaysian Revolving Credit Outstanding”) exceeds 100% of the Total Malaysian Revolving Credit Commitment as then in effect, the Malaysian Borrower shall forthwith repay on such date the principal amount of Malaysian Swingline Loans and, after all Malaysian Swingline Loans have been paid in full, Malaysian Revolving Credit Loans or New Malaysian U.S. Dollar Revolving Credit Loans, as applicable, in an amount equal to such excess. If, after giving effect to the prepayment of all outstanding Malaysian Swingline Loans and Malaysian Revolving Credit Loans or New Malaysian U.S. Dollar Revolving Credit Loans, as applicable, the Aggregate Malaysian Revolving Credit Outstanding exceeds the Total Malaysian Revolving Credit Commitment then in effect, the Malaysian Borrower shall pay to the Asian Administrative Agent an amount in cash equal to such excess and the such Administrative Agent shall instruct the Collateral Agent to hold such payment for the benefit of the Malaysian Lenders as security for the obligations of the Malaysian Borrower hereunder pursuant to a cash collateral agreement to be entered into in form and substance satisfactory to the Administrative Agents (which shall permit certain Investments in Permitted Investments satisfactory to the Administrative Agents, until the proceeds are applied to the secured obligations);

provided that, (A) in each of clauses (i), (ii) and (iii) above to the extent such excess results solely by reason of a change in exchange rates, the applicable Borrowers shall only be required to make such prepayment on the last day of the then current fiscal quarter, unless the amount of such excess causes the Aggregate U.S. Dollar Revolving Credit Outstanding, Aggregate Multi-Currency Revolving Credit Outstanding or Aggregate Malaysian Revolving Credit Outstanding to exceed the U.S. Dollar Revolving Credit Exposures, Multi-Currency Revolving Credit Exposures or Malaysian Revolving Credit Exposures, as applicable, by more than 110% and (B) no prepayment of Revolving Credit Loans pursuant to this Section 5.2(b) shall be applied to the Revolving Credit Loans of any Defaulting Lender.

          (c) Application to Repayment Amounts. Each prepayment of Term Loans required by Section 5.2(a)(i) or (ii) shall be initially allocated pro rata among the Tranche B Term Loans and shall be applied to reduce the applicable Repayment Amounts in such order as the Company may determine up to an amount equal to the aggregate amount of the applicable Repayment Amounts required to be made by the Company pursuant to Section 2.5(b) during the two year period immediately following the date of the prepayment (such amount being, the “Amortization Amount”), provided that to the extent that the amount of the prepayment exceeds the Amortization Amount, such excess shall be applied ratably to reduce the then remaining Repayment Amounts under such Credit Facility. With respect to each such prepayment, the Company will, not later than the date specified in Section 5.2(a) for making such prepayment, give the applicable

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Administrative Agent telephonic notice (promptly confirmed in writing) requesting such Administrative Agent to provide notice of such prepayment to each Tranche B-1 Term Loan Lender or Tranche B-2 Term Loan Lender, as applicable.

          (d) Application to Term Loans. With respect to each prepayment of Tranche B-1 Term Loans required by Section 5.2(a), the Company may designate the Types of Loans that are to be prepaid and the specific Borrowing(s) pursuant to which made, provided that if LIBOR Term Loans made pursuant to a single Borrowing shall be reduced to an amount less than the Minimum Borrowing Amount for LIBOR Loans, the outstanding Tranche B-1 Term Loans made pursuant to such Borrowing shall immediately be converted into ABR Loans. In the absence of a designation by the Company as described in the preceding sentence, the Tranche B-1 Term Loan Administrative Agent shall, subject to the above, make such designation in its reasonable discretion with a view, but no obligation, to minimize breakage costs owing under Section 2.11.

          (e) Application to Revolving Credit Loans. Each prepayment of Revolving Credit Loans elected by the Company pursuant to Section 5.2(a) or if required pursuant to Section 5.2(b) shall be applied as follows: first, at the option of the Asian Administrative Agent in its reasonable discretion, to repay the outstanding principal balance of the Swingline Loans, on a pro rata basis between the Multi-Currency Swingline Loans and the Malaysian Swingline Loans, until all Swingline Loan shall have been repaid in full; second, to repay the outstanding principal balance of the Revolving Credit Loans, on a pro rata basis between the U.S. Dollar Revolving Credit Loans, the Multi-Currency Revolving Credit Loans and the Malaysian Revolving Credit Loans or New Malaysian U.S. Dollar Revolving Credit Loans, as applicable, until all Revolving Credit Loans shall have been paid in full; and third, to provide cash collateral for the Letter of Credit Exposure, in an amount equal to 105% of the Letter of Credit Exposure at such time, pursuant to a cash collateral agreement to be entered into in form and substance reasonably satisfactory to the Administrative Agents (which shall permit certain Investments in Permitted Investments satisfactory to the Administrative Agents, until the proceeds are applied to the Obligations), until all such Letter of Credit Obligations have been fully cash collateralized in the manner set forth therein; provided that no prepayment of Revolving Credit Loans pursuant to Section 5.2(a) shall be applied to the Revolving Credit Loans of any Defaulting Lender.

          (f) Interest Periods. In lieu of making any payment pursuant to this Section 5.2 in respect of any LIBOR Loan, any SOR Loan or any RM Loan other than on the last day of the Interest Period therefor so long as no Default or Event of Default shall have occurred and be continuing, any Borrower at its option may deposit with the Asian Administrative Agent an amount equal to the amount of the LIBOR Loan SOR Loan or RM Loan to be prepaid and such LIBOR Loan, SOR Loan or RM Loan shall be repaid on the last day of the Interest Period therefor in the required amount. Such deposit shall be held by the Asian Administrative Agent in a corporate time deposit account established on terms reasonably satisfactory to such Administrative Agent, earning interest at the then-customary rate for accounts of such type. Such deposit shall constitute cash

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collateral for the Obligations, provided that such Borrower may at any time direct that such deposit be applied to make the applicable payment required pursuant to this Section 5.2.

          (g) Minimum Amount. No prepayment shall be required pursuant to Section 5.2(a)(i) unless and until the amount at any time of Net Cash Proceeds from Prepayment Events required to be applied at or prior to such time pursuant to such Section and not yet applied at or prior to such time to prepay Term Loans pursuant to such Section exceeds (i) $10,000,000 for a single Prepayment Event or (ii) $25,000,000 in the aggregate for all such Prepayment Events.

          (h) Foreign Asset Sales. Notwithstanding any other provisions of this Section 5.2, (i) to the extent that any of or all the Net Cash Proceeds of any asset sale by Holdings, the Company or a Restricted Subsidiary giving rise to an Asset Sale Prepayment Event (a “Foreign Asset Sale”) or Excess Cash Flow are prohibited or delayed by applicable local law from being repatriated to the United States, Singapore, Malaysia or Luxembourg, the portion of such Net Cash Proceeds or Excess Cash Flow so affected will not be required to be applied to repay Term Loans at the times provided in this Section 5.2 but may be retained by Holdings, the Company or the applicable Restricted Subsidiary so long, but only so long, as the applicable local law will not permit repatriation to the United States or Singapore (the Company hereby agreeing to cause the applicable Restricted Subsidiary to promptly take all actions required by the applicable local law to permit such repatriation), and once such repatriation of any of such affected Net Cash Proceeds or Excess Cash Flow is permitted under the applicable local law, such repatriation will be immediately effected and such repatriated Net Cash Proceeds or Excess Cash Flow will be promptly (and in any event not later than two Business Days after such repatriation) applied (net of additional taxes payable or reserved against as a result thereof) to the repayment of the Term Loans pursuant to this Section 5.2 and (ii) to the extent that the Company has determined in good faith that repatriation of any of or all the Net Cash Proceeds of any Foreign Asset Sale or Excess Cash Flow would have a material adverse tax cost consequence with respect to such Net Cash Proceeds or Excess Cash Flow, the Net Cash Proceeds or Excess Cash Flow so affected may be retained by Holdings, the Company or the applicable Restricted Subsidiary, provided that, in the case of this clause (ii), on or before the date on which any Net Cash Proceeds so retained would otherwise have been required to be applied to reinvestments or prepayments pursuant to Section 5.2(a) (or such Excess Cash Flow would have been so required if it were Net Cash Proceeds), (x) the Borrowers apply an amount equal to such Net Cash Proceeds or Excess Cash Flow to such reinvestments or prepayments as if such Net Cash Proceeds or Excess Cash Flow had been received by the Borrowers rather than Holdings, the Company or such Restricted Subsidiary, less the amount of additional taxes that would have been payable or reserved against if such Net Cash Proceeds or Excess Cash Flow had been repatriated (or, if less, the Net Cash Proceeds or Excess Cash Flow that would be calculated if received by such Restricted Subsidiary) or (y) such Net Cash Proceeds or Excess Cash Flow are applied to the repayment of Indebtedness of a Restricted Subsidiary.

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          5.3 Method and Place of Payment. (a) Except as otherwise specifically provided herein, all payments under this Agreement shall be made by the Borrowers, without set-off, counterclaim or deduction of any kind, to the applicable Administrative Agent for the ratable account of the Lenders entitled thereto, the Letter of Credit Issuer or the Swingline Lender entitled thereto, as the case may be, not later than 12:00 Noon (Local Time) on the date when due and shall be made in immediately available funds at the applicable Administrative Agent’s Office or at such other office as the applicable Administrative Agent shall specify for such purpose by notice to the Company, it being understood that written or facsimile notice by the Borrowers to the such Administrative Agent to make a payment from the funds in any Borrower’s account at such Administrative Agent’s Office shall constitute the making of such payment to the extent of such funds held in such account. All repayments or prepayments of Loans (whether of principal, interest or otherwise) hereunder shall be made in the currency such Loans are denominated and all other payments under each Credit Document shall be made in U.S. Dollars. The applicable Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually received by such Administrative Agent prior to 2:00 p.m. (Local Time) on such day) like funds relating to the payment of principal or interest or Fees ratably to the Lenders entitled thereto.

          (b) Any payments under this Agreement that are made later than 2:00 p.m. (Local Time) shall be deemed to have been made on the next succeeding Business Day. Whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest shall be payable during such extension at the applicable rate in effect immediately prior to such extension.

          5.4 Net Payments. (a) Any and all payments made by or on behalf of any Borrower or any Guarantor under this Agreement or any other Credit Document shall be made free and clear of, and without deduction or withholding for or on account of, any Indemnified Taxes; provided that if any Borrower or any Guarantor shall be required by law to deduct or withhold any Indemnified Taxes from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions and withholdings (including deductions or withholdings applicable to additional sums payable under this Section 5.4) any Administrative Agent, the Collateral Agent or any Lender, as the case may be, receives an amount equal to the sum it would have received had no such deductions or withholdings been made, (ii) the Borrowers or any Guarantor shall make such deductions or withholdings and (iii) any Borrower or any Guarantor shall pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law. Whenever any Indemnified Taxes are payable by any Borrower, as promptly as possible thereafter, such Borrower shall send to the applicable Administrative Agent for its own account or for the account of such Lender, as the case may be, a certified copy of an original official receipt (or other evidence acceptable to such Lender, acting reasonably) received by such Borrower showing payment thereof.

          (b) The Borrowers shall pay and shall indemnify and hold harmless each Administrative Agent, the Collateral Agent and each Lender (whether or not such

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Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority) with regard to any Other Taxes.

          (c) The Borrowers shall indemnify and hold harmless each Administrative Agent, the Collateral Agent and each Lender within 15 Business Days after written demand therefor, for the full amount of any Indemnified Taxes imposed on such Administrative Agent, the Collateral Agent or such Lender as the case may be, on or with respect to any payment by or on account of any obligation of any Borrower or any Guarantor hereunder or under any other Credit Document (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 5.4) and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Company by a Lender or by an Administrative Agent or the Collateral Agent on its own behalf or on behalf of a Lender shall be conclusive absent manifest error.

          (d) Each Non-U.S. Lender shall to the extent it is legally entitled to do so:

               (i) deliver to the Company and the applicable Administrative Agent two copies of either (x) in the case of a Non-U.S. Lender claiming exemption from U.S. federal withholding tax under Section 871(h) or 881(c) of the Code with respect to payments of “portfolio interest”, United States Internal Revenue Service Form W-8BEN (together with a certificate representing that such Non-U.S. Lender is not a bank for purposes of Section 881(c) of the Code, is not a 10-percent shareholder (within the meaning of Section 871(h)(3)(B) of the Code) of any Borrower and is not a controlled foreign corporation related to any Borrower (within the meaning of Section 864(d)(4) of the Code)), or (y) Internal Revenue Service Form W-8BEN or Form W-8ECI, in each case properly completed and duly executed by such Non-U.S. Lender claiming complete exemption from, or reduced rate of, U.S. Federal withholding tax on payments by any Borrower under this Agreement; and

               (ii) deliver to the Company and the applicable Administrative Agent two further copies of any such form or certification (or any applicable successor form) on or before the date that any such form or certification expires or becomes obsolete and after the occurrence of any event requiring a change in the most recent form previously delivered by it to the Company;

unless in any such case any Change in Law has occurred prior to the date on which any such delivery would otherwise be required that renders any such form inapplicable or would prevent such Lender from duly completing and delivering any such form with respect to it and such Lender so advises the Company and the applicable Administrative

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Agent. Each Person that shall become a Participant pursuant to Section 13.6 or a Lender pursuant to Section 13.6 shall, upon the effectiveness of the related transfer, be required to provide all the forms and statements required pursuant to this Section 5.4(d), provided that in the case of a Participant such Participant shall furnish all such required forms and statements to the Lender from which the related participation shall have been purchased.

          (e) If any Borrower determines in good faith that a reasonable basis exists for contesting any taxes for which indemnification has been demanded hereunder, the relevant Lender, the applicable Administrative Agent or the Collateral Agent, as applicable, shall cooperate with such Borrower in challenging such taxes at such Borrower’s expense if so requested by such Borrower. If any Lender, any Administrative Agent or the Collateral Agent, as applicable, receives a refund of a tax for which a payment has been made by any Borrower pursuant to this Agreement, which refund in the good faith judgment of such Lender, such Administrative Agent or the Collateral Agent, as the case may be, is attributable to such payment made by such Borrower, then the Lender, the Administrative Agent or the Collateral Agent, as the case may be, shall reimburse such Borrower for such amount (together with any interest received thereon) as the Lender or the Administrative Agent, as the case may be, determines to be the proportion of the refund as will leave it, after such reimbursement, in no better or worse position (taking into account expenses or any taxes imposed on the refund) than it would have been in if the payment had not been required. A Lender, an Administrative Agent or the Collateral Agent shall claim any refund that it determines is available to it, unless it concludes in its reasonable discretion that it would be adversely affected by making such a claim. Neither such Lender nor such Administrative Agent nor the Collateral Agent shall be obliged to disclose any information regarding its tax affairs or computations to any Credit Party in connection with this clause (e) or any other provision of this Section 5.4.

          (f) The agreements in this Section 5.4 shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

          5.5 Computations of Interest and Fees. (a) Interest on LIBOR Loans, SOR Loans, RM Loans and, except as provided in the next succeeding sentence, ABR Loans shall be calculated on the basis of a 360-day year for the actual days elapsed. Interest on ABR Loans in respect of which the rate of interest is calculated on the basis of the Prime Rate and interest on overdue interest shall be calculated on the basis of a 365- (or 366-, as the case may be) day year for the actual days elapsed.

          (b) Fees and Letters of Credit Outstanding shall be calculated on the basis of a 365- (or 366-, as the case may be) day year for the actual days elapsed.

          5.6 Limit on Rate of Interest.

          (a) No Payment shall exceed Lawful Rate. Notwithstanding any other term of this Agreement, no Borrower shall be obliged to pay any interest or other

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amounts under or in connection with this Agreement in excess of the amount or rate permitted under or consistent with any applicable law, rule or regulation.

          (b) Payment at Highest Lawful Rate. If any Borrower is not obliged to make a payment which it would otherwise be required to make, as a result of Section 5.6(a), such Borrower shall make such payment to the maximum extent permitted by or consistent with applicable laws, rules and regulations.

          (c) Adjustment if any Payment exceeds Lawful Rate. If any provision of this Agreement or any of the other Credit Documents would obligate any Borrower to make any payment of interest or other amount payable to any Lender in an amount or calculated at a rate which would be prohibited by any applicable law, rule or regulation, then notwithstanding such provision, such amount or rate shall be deemed to have been adjusted with retroactive effect to the maximum amount or rate of interest, as the case may be, as would not be so prohibited by law, such adjustment to be effected, to the extent necessary, by reducing the amount or rate of interest required to be paid by such Borrower to the affected Lender under Section 2.8.

          Notwithstanding the foregoing, and after giving effect to all adjustments contemplated thereby, if any Lender shall have received from any Borrower an amount in excess of the maximum permitted by any applicable law, rule or regulation, then such Borrower shall be entitled, by notice in writing to the applicable Administrative Agent to obtain reimbursement from that Lender in an amount equal to such excess, and pending such reimbursement, such amount shall be deemed to be an amount payable by that Lender to such Borrower.

          SECTION 6. Conditions Precedent to Initial Borrowing.

          The initial Borrowing under this Agreement is subject to the satisfaction of the following conditions precedent, except as otherwise agreed between the Company and the Agents.

          6.1 Credit Documents. The Administrative Agents shall have received:

          (a) this Agreement, executed and delivered by a duly authorized officer of Holdings, each Borrower and each Lender;

          (b) the Guarantee, executed and delivered by a duly authorized officer of each Guarantor;

          (c) the Pledge Agreements listed on Schedule 6.1, executed and delivered by a duly authorized officer of each pledgor party thereto;

          (d) the Security Agreements listed on Schedule 6.1, executed and delivered by a duly authorized officer of each grantor party thereto; and

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          (e) a Mortgage in respect of each Mortgaged Property to be Mortgaged on the Closing Date, executed and delivered by a duly authorized officer of each mortgagor party thereto.

          6.2 Collateral. (a) All outstanding equity interests in whatever form of the Company and each Restricted Subsidiary (except those to be pledged pursuant to Section 9.14(c)) directly owned by or on behalf of any Credit Party shall have been pledged pursuant to a Pledge Agreement and the Collateral Agent shall have received all certificates representing securities pledged under a Pledge Agreement to the extent certificated, accompanied by instruments of transfer and undated stock powers endorsed in blank (except those to be delivered pursuant to Section 9.14(c)).

          (b) All Indebtedness for borrowed money in excess of $5,000,000 of Holdings, the Company and each Subsidiary that is owing to any Credit Party shall be evidenced by one or more global promissory notes and shall have been pledged pursuant to a Pledge Agreement, and the Collateral Agent shall have received all such promissory notes, together with instruments of transfer with respect thereto endorsed in blank.

          (c) All documents and instruments, including Uniform Commercial Code or other applicable personal property and fixture security financing statements, required by law or reasonably requested by the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by the Security Agreement and perfect such Liens to the extent required by, and with the priority required by, the Security Agreement and each Mortgage, as applicable, shall have been filed, registered or recorded or delivered to the Collateral Agent for filing, registration or recording.

          (d) The Collateral Agent shall have received, in respect of each Mortgaged Property owned by Holdings, the Company or a Subsidiary Guarantor: a policy or policies of title insurance issued by a nationally recognized title insurance company insuring the Lien of each Mortgage as a valid first Lien on the Mortgaged Property described therein, free of any Liens except as expressly permitted by Section 10.2, together with such endorsements, coinsurance and reinsurance as the Collateral Agent may reasonably request.

          (e) The Company shall deliver to the Collateral Agent a completed Perfection Certificate, executed and delivered by an Authorized Officer of the Company, together with all attachments contemplated thereby.

          6.3 Legal Opinions. The Administrative Agents shall have received the executed legal opinions of (a) Simpson Thacher & Bartlett LLP, special New York counsel to the Borrowers, substantially in the form of Exhibit I-1, and (b) Singaporean and other local counsel to the Borrowers in certain jurisdictions as may be reasonably requested by the Administrative Agents, substantially in the form of Exhibit I-2. The Borrowers, the other Credit Parties and the Administrative Agents hereby instruct such counsel to deliver such legal opinions.

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          6.4 No Default. After giving effect to the Borrowings on the Closing Date and the other transactions contemplated hereby, no Default or Event of Default has occurred and is continuing.

          6.5 Senior Notes. The Borrowers shall have received gross proceeds of up to $1,000,000,000 (or such lesser amount sufficient, together with the Equity Investments and the proceeds generated hereunder, to consummate the Transactions) from the issuance of Senior Notes under the Senior Notes Indenture in a Rule 144A or other private placement (the terms and conditions of the Senior Notes (including, but not limited to, subordination, maturity, covenants, events of default, remedies, redemption and prepayment events) shall be reasonably satisfactory to the Agents).

          6.6 Equity Investments. Equity Investments in an amount equal to not less than the Equity Investments Minimum Amount shall have been made.

          6.7 Closing Certificates. The Administrative Agents shall have received a certificate of each Credit Party, dated the Closing Date, substantially in the form of Exhibit J, with appropriate insertions, executed by the President or any Vice President and the Secretary or any Assistant Secretary of such Credit Party, and attaching the documents referred to in Sections 6.8 and 6.9.

          6.8 Corporate Proceedings of Each Credit Party. The Administrative Agents shall have received a copy of the resolutions, in form and substance satisfactory to the Administrative Agents, of the board of directors of each Credit Party (or a duly authorized committee thereof) authorizing (a) the execution, delivery and performance of the Credit Documents (and any agreements relating thereto) to which it is a party and (b) in the case of each Borrower, the extensions of credit contemplated hereunder.

          6.9 Corporate Documents. The Administrative Agents shall have received true and complete copies of the certificate of incorporation and by-laws (or equivalent organizational documents) of each Credit Party.

          6.10 Fees. The Lenders shall have received the fees in the amounts previously agreed in writing by the Agents and such Lenders to be received on the Closing Date and all expenses (including the reasonable fees, disbursements and other charges of counsel) for which invoices have been presented on or prior to the Closing Date shall have been paid.

          6.11 Representations and Warranties. On the Closing Date, the representations and warranties made by the Credit Parties in Section 8.1, Section 8.2, Section 8.3, Section 8.5 and Section 8.7, as they relate to the Credit Parties at such time, shall be true and correct in all material respects.

          6.12 Related Agreements. The Administrative Agents shall have received a fully executed or conformed copy of the Acquisition Agreement which shall be in full force and effect.

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          6.13 Solvency Certificate. On the Closing Date, the Administrative Agents shall have received a certificate from Authorized Officer of the Company in form, scope and substance satisfactory to the Administrative Agents, with appropriate attachments and demonstrating that after giving effect to the consummation of the Transactions, the Company on a consolidated basis with its Subsidiaries is Solvent.

          6.14 Financial Statements. Lenders shall have received not later than 20 days prior to the Closing Date from the Company the Historical Financial Statements.

          6.15 Acquisition. Concurrently with the initial Credit Event made hereunder, the Acquisition shall have been consummated in accordance with the Acquisition Agreement and all other material documentation related thereto, including the Master Separation Agreement and the Intellectual Property License Agreement.

          6.16 Insurance. Certificates of insurance evidencing the existence of all insurance required to be maintained by Holdings and the Borrowers pursuant to Section 9.3 and, if applicable, the designation of the Collateral Agent as an additional insured and loss payee as its interest may appear thereunder, or solely as the additional insured, as the case may be, thereunder, such certificates to be in such form and contain such information as is specified in Section 9.3 (provided that if such endorsement as additional insured cannot be delivered by the Closing Date, the Collateral Agent may consent to such endorsement being delivered at such later date as it deems appropriate in the circumstances).

          6.17 Consolidated Total Debt to Adjusted EBITDA. (a) The Consolidated Total Debt to Adjusted EBITDA Ratio for the Test Period ending on July 31, 2005, determined on a pro forma basis after giving effect to the Transactions, is not greater than 5.50:1.00 and (b) the Lead Arrangers shall have received a certificate of an Authorized Officer of the Company, which certificate shall set forth the calculations required to establish such Consolidated Total Debt to Adjusted EBITDA Ratio and supporting schedules and other data used in such calculations, each in form and substance reasonably satisfactory to the Agents.

          6.18 Pro Forma Financial Statements; Projections. The Agents shall have received (a) a pro forma consolidated balance sheet of the Company as of the Closing Date, after giving effect to the Transactions, together with a certificate of an Authorized Officer of the Company to the effect that such statements accurately present the pro forma financial position of the Company and its subsidiaries in accordance with GAAP and (b) detailed projections for the Company and its Subsidiaries for (i) the period ending on October 31, 2006, prepared on a quarterly basis and (ii) the period ending on October 31, 2012, prepared on an annual basis.

          SECTION 7. Conditions Precedent to All Credit Events and Tranche B-2 Term Loan Borrowing.

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          The agreement of each Lender to make any Loan requested to be made by it on any date (excluding Mandatory Borrowings) and the obligation of the Letter of Credit Issuer to issue Letters of Credit on any date is subject to the satisfaction of the following conditions precedent:

          7.1 No Default; Representations and Warranties. At the time of each Credit Event and also after giving effect thereto (other than any Credit Event on the Closing Date) (a) no Default or Event of Default shall have occurred and be continuing and (b) all representations and warranties made by any Credit Party contained herein or in the other Credit Documents shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date of such Credit Event (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date).

          7.2 Notice of Borrowing; Letter of Credit Request.

          (a) Prior to the making of each Term Loan, the applicable Administrative Agent shall have received a Notice of Borrowing (whether in writing or by telephone) meeting the requirements of Section 2.3.

          (b) Prior to the making of each Revolving Credit Loan (other than any Revolving Credit Loan made pursuant to Section 3.4(a)) and each Swingline Loan, the Asian Administrative Agent shall have received a Notice of Borrowing (whether in writing or by telephone) meeting the requirements of Section 2.3.

          (c) Prior to the issuance of each Letter of Credit, the Asian Administrative Agent and the Letter of Credit Issuer shall have received a Letter of Credit Request meeting the requirements of Section 3.2(a).

          (d) The acceptance of the benefits of each Credit Event shall constitute a representation and warranty by each Credit Party to each of the Lenders that all the applicable conditions specified above exist as of that time.

          7.3 Tranche B-2 Term Loan Borrowing. In additions to the conditions precedent set forth in Sections 7.1 and 7.2, the agreement of each Lender to make the Tranche B-2 Term Loan requested to be made by it is subject to the satisfaction of the following conditions precedent:

          (a) the Notice of Borrowing delivered to the Asian Administrative Agent with respect to the Borrowing of the Tranche B-2 Term Loans shall specify that the date of the Borrowing shall be a date after the Closing Date and not later than Tranche B-2 Term Loan Commitment Termination Date.

          (b) the Equity Investments minus the sum of (i) the aggregate principal amount of the Tranche B-2 Term Loans specified in the Notice of Borrowing delivered to the Asian Administrative Agent with respect to the Borrowing of the Tranche B-2 Term Loans, plus (ii) the aggregate amount of dividends or prepayments, repurchase or redemption actually made pursuant to Sections 10.6(e) and 10.7(a)(i) shall not be less than the Equity Investments Minimum Amount.

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          (c) the Borrowers shall have delivered the audited Section 9.1 Financials for the fiscal year ended October 31, 2005 pursuant to Section 9.1(a).

          (d) (i) the Consolidated Total Debt to Adjusted EBITDA Ratio for the Test Period ending on October 31, 2005, determined after giving pro forma effect to the Transactions and the Borrowing of the Tranche B-2 Term Loans, is less than or equal to 5.50:1.00 and (ii) the Asian Administrative Agent shall have received a certificate of an Authorized Officer of the Company, which certificate shall set forth the calculations supporting schedules and other data used in calculations required to establish such Total Debt to Adjusted EBITDA Ratio, each in form and substance reasonably satisfactory to the Asian Administrative Agent.

          7.4 Malaysian U.S. Dollar Loans. In addition to the conditions precedent set forth in Sections 7.1 and 7.2, the agreement of each Malaysian Lender to make any Malaysian U.S. Dollar Loans requested to be made by it is subject to the receipt by the Asian Administrative Agent of a copy, and the continuing effectiveness, of the consent of Bank Negara Malaysia to the making of Malaysian U.S. Dollar Loans pursuant to the Malaysian Revolving Credit Facility.

          SECTION 8. Representations, Warranties and Agreements.

          In order to induce the Lenders to enter into this Agreement, to make the Loans and issue or participate in Letters of Credit as provided for herein, each of Holdings and each Borrower makes the following representations and warranties to, and agreements with, the Lenders, all of which shall survive the execution and delivery of this Agreement and the making of the Loans and the issuance of the Letters of Credit:

          8.1 Corporate Status. Each of Holdings, each Borrower and each Material Subsidiary (a) is a duly organized and validly existing corporation or other entity in good standing under the laws of the jurisdiction of its organization and has the corporate or other organizational power and authority to own its property and assets and to transact the business in which it is engaged and (b) has duly qualified and is authorized to do business and is in good standing in all jurisdictions where it is required to be so qualified, except where the failure to be so qualified could not reasonably be expected to result in a Material Adverse Effect.

          8.2 Corporate Power and Authority. Each Credit Party has the corporate or other organizational power and authority to execute, deliver and carry out the terms and provisions of the Credit Documents to which it is a party and has taken all necessary corporate or other organizational action to authorize the execution, delivery and performance of the Credit Documents to which it is a party. Each Credit Party has

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duly executed and delivered each Credit Document to which it is a party and each such Credit Document constitutes the legal, valid and binding obligation of such Credit Party enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditors’ rights generally and subject to general principles of equity.

          8.3 No Violation. Neither the execution, delivery or performance by any Credit Party of the Credit Documents to which it is a party nor compliance with the terms and provisions thereof nor the consummation of the Acquisition and the other transactions contemplated hereby or thereby will (a) contravene any applicable provision of any material law, statute, rule, regulation, order, writ, injunction or decree of any court or governmental instrumentality, (b) result in any breach of any of the terms, covenants, conditions or provisions of, or constitute a default under, or result in the creation or imposition of (or the obligation to create or impose) any Lien upon any of the property or assets of such Credit Party or any of the Restricted Subsidiaries (other than Liens created under the Credit Documents) pursuant to, the terms of any material indenture (including the Senior Notes Indenture), loan agreement, lease agreement, mortgage, deed of trust, agreement or other material instrument to which such Credit Party or any of the Restricted Subsidiaries is a party or by which it or any of its property or assets is bound or (c) violate any provision of the certificate of incorporation, bylaws or other constitutional documents of such Credit Party or any of the Restricted Subsidiaries.

          8.4 Litigation. There are no actions, suits or proceedings (including Environmental Claims) pending or, to the knowledge of Holdings, or any Borrower, threatened with respect to Holdings or any of its Subsidiaries that could reasonably be expected to result in a Material Adverse Effect or a Material Adverse Change.

          8.5 Margin Regulations. Neither the making of any Loan hereunder nor the use of the proceeds thereof will violate the provisions of Regulation T, U or X of the Board.

          8.6 Governmental Approvals. The execution, delivery and performance of the Acquisition Agreement or any Credit Document does not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except for (i) such as have been obtained or made and are in full force and effect, (ii) filings and recordings in respect of the Liens created pursuant to the Security Documents, (iii) such licenses, approvals, authorizations or consents the failure to obtain or make could not reasonably be expected to have a Material Adverse Effect and (iv) the consent described in Section 7.4.

          8.7 Investment Company Act. None of Holdings or any Borrower is an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

          8.8 True and Complete Disclosure. (a) None of the factual information and data (taken as a whole) heretofore or contemporaneously furnished by or

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on behalf of Holdings or any Borrower, any of the Subsidiaries or any of their respective authorized representatives in writing to any Administrative Agent and/or any Lender on or before the Closing Date (including (i) the Confidential Information Memorandum and (ii) all information contained in the Credit Documents) for purposes of or in connection with this Agreement or any transaction contemplated herein contained any untrue statement or omitted to state any material fact necessary to make such information and data (taken as a whole) not misleading at such time in light of the circumstances under which such information or data was furnished, it being understood and agreed that for purposes of this Section 8.8(a), such factual information and data shall not include projections and pro forma financial information.

          (b) The projections and pro forma financial information contained in the information and data referred to in clause (a) above were based on good faith estimates and assumptions believed by such Persons to be reasonable at the time made, it being recognized by the Lenders that such projections as to future events are not to be viewed as facts and that actual results during the period or periods covered by any such projections may differ from the projected results.

          8.9 Financial Condition; Financial Statements. The (a) unaudited historical consolidated financial information of the Company as set forth in the Confidential Information Memorandum, and (b) Historical Financial Statements, in each case present or will, when provided, present fairly in all material respects the combined financial position of the Company and its Subsidiaries at the respective dates of said information, statements and results of operations for the respective periods covered thereby. The financial statements referred to in clause (b) of this Section 8.9 have been prepared in accordance with GAAP consistently applied except to the extent provided in the notes to said financial statements. After the Closing Date, there has been no Material Adverse Change since October 31, 2004.

          8.10 Tax Returns and Payments. Each Borrower and each of the Subsidiaries has filed all federal income tax returns and all other material tax returns, domestic and foreign, required to be filed by it and has paid all material Taxes payable by it that have become due, other than those (a) not yet delinquent or (b) contested in good faith as to which adequate reserves have been provided in accordance with GAAP and which could not reasonably be expected to result in a Material Adverse Effect. Each Borrower and each of the Subsidiaries have paid, or have provided adequate reserves (in the good faith judgment of the management of such Borrower) in accordance with GAAP for the payment of, all material federal, state, provincial and foreign income taxes applicable for all prior fiscal years and for the current fiscal year to the Closing Date.

          8.11 Compliance with ERISA. (a) Each Plan is in compliance with ERISA, the Code and any applicable Requirement of Law; no Reportable Event has occurred (or is reasonably likely to occur) with respect to any Plan; no Plan is insolvent or in reorganization (or is reasonably likely to be insolvent or in reorganization), and no written notice of any such insolvency or reorganization has been given to Holdings, any Borrower, any Subsidiary or any ERISA Affiliate; no Plan (other than a multiemployer

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plan) has an accumulated or waived funding deficiency (or is reasonably likely to have such a deficiency); none of Holdings, any Borrower, any Subsidiary or any ERISA Affiliate has incurred (or is reasonably likely expected to incur) any liability to or on account of a Plan pursuant to Section 409, 502(i), 502(1), 515, 4062, 4063, 4064, 4069, 4201 or 4204 of ERISA or Section 4971 or 4975 of the Code or has been notified in writing that it will incur any liability under any of the foregoing Sections with respect to any Plan; no proceedings have been instituted (or are reasonably likely to be instituted) to terminate or to reorganize any Plan or to appoint a trustee to administer any Plan, and no written notice of any such proceedings has been given to Holdings, any Borrower, any Subsidiary or any ERISA Affiliate; and no lien imposed under the Code or ERISA on the assets of Holdings, any Borrower or any Subsidiary or any ERISA Affiliate exists (or is reasonably likely to exist) nor has Holdings, any Borrower, any Subsidiary or any ERISA Affiliate been notified in writing that such a lien will be imposed on the assets of Holdings, any Borrower, any Subsidiary or any ERISA Affiliate on account of any Plan, except to the extent that a breach of any of the representations, warranties or agreements in this Section 8.11 would not result, individually or in the aggregate, in an amount of liability that would be reasonably likely to have a Material Adverse Effect or relates to any matter disclosed in the financial statements of the Borrowers contained in the Confidential Information Memorandum. No Plan (other than a multiemployer plan) has an Unfunded Current Liability that would, individually or when taken together with any other liabilities referenced in this Section 8.11, be reasonably likely to have a Material Adverse Effect. With respect to Plans that are multiemployer plans (as defined in Section 3(37) of ERISA), the representations and warranties in this Section 8.11(a), other than any made with respect to (i) liability under Section 4201 or 4204 of ERISA or (ii) liability for termination or reorganization of such Plans under ERISA, are made to the best knowledge of the Borrowers.

          (b) All Foreign Plans are in compliance with, and have been established, administered and operated in accordance with, the terms of such Foreign Plans and applicable law, except for any failure to so comply, establish, administer or operate the Foreign Plans as would not reasonably be expected to have a Material Adverse Effect. All contributions or other payments which are due with respect to each Foreign Plan have been made in full and there are no funding deficiencies thereunder, except to the extent any such events would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

          8.12 Subsidiaries. Schedule 8.12 lists each Subsidiary of Holdings (and the direct and indirect ownership interest of Holdings therein), in each case existing on the Closing Date. To the knowledge of the Company, after due inquiry, each Material Subsidiary as of the Closing Date has been so designated on Schedule 8.12.

          8.13 Intellectual Property, etc. The Company and each of the Restricted Subsidiaries have obtained all intellectual property free from burdensome restrictions, that are necessary for the operation of their respective businesses as currently conducted and as proposed to be conducted, except where the failure to obtain any such rights could not reasonably be expected to have a Material Adverse Effect.

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          8.14 Environmental Laws. (a) Except as could not reasonably be expected to have a Material Adverse Effect: (i) the Borrowers and each of the Subsidiaries and all Real Estate are in compliance with all Environmental Laws; (ii) neither the Borrowers, nor any of the Subsidiaries are subject to any Environmental Claim or any other liability under any Environmental Law; (iii) each Borrower and its Subsidiaries is not conducting any investigation, removal, remedial or other corrective action pursuant to any Environmental Law at any location; and (iv) no underground storage tank or related piping, or any impoundment or other disposal area containing Hazardous Materials is located at, on or under any Real Estate currently owned or leased by any Borrower or any of its Subsidiaries.

          (b) Neither the Borrowers, nor any of the Subsidiaries has treated, stored, transported, released or disposed or arranged for disposal or transport for disposal of Hazardous Materials at, on, under or from any currently or formerly owned or leased Real Estate or facility in a manner that could reasonably be expected to have a Material Adverse Effect.

          8.15 Properties. (a) The Borrowers and each of the Subsidiaries have good and marketable title to or leasehold interest in all properties that are necessary for the operation of their respective businesses as currently conducted and as proposed to be conducted, free and clear of all Liens (other than any Liens permitted by this Agreement) and except where the failure to have such good title could not reasonably be expected to have a Material Adverse Effect and (b) no Mortgage encumbers improved Real Estate that is located in an area that has been identified by the Secretary of Housing and Urban Development as an area having special flood hazards within the meaning of the National Flood Insurance Act of 1968 unless flood insurance available under such Act has been obtained in accordance with Section 9.3.

          8.16 Solvency. On the Closing Date (after giving effect to the Transactions), immediately following the making of each Loan and after giving effect to the application of the proceeds of such Loans, the Company on a consolidated basis with its Subsidiaries will be Solvent.

          8.17 Public Utility Holding Company Act. None of Holdings, the Company or any Subsidiary is a “holding company”, or a “subsidiary company” of a “holding company”, or an “affiliate” of a “holding company” or of a “subsidiary company” of a “holding company”, within the meaning of the Public Utility Holding Company Act of 1935, as amended.

          SECTION 9. Affirmative Covenants.

          Each of Holdings and each Borrower hereby covenants and agrees that on the Closing Date and thereafter, until the Commitments, the Swingline Commitment and each Letter of Credit have terminated and the Loans and Unpaid Drawings, together with interest, Fees and all other Obligations incurred hereunder, are paid in full:

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          9.1 Information Covenants. The Company will furnish to each Lender and the Administrative Agents:

          (a) Annual Financial Statements. As soon as available and in any event on or before the date on which such financial statements are required to be filed with the SEC or delivered to the holders of the Senior Notes (or, if such financial statements are not required to be filed with the SEC or delivered to the holders of the Senior Notes, on or before the date that is 120 days after the end of each such fiscal year), the consolidated balance sheet of the Company and its Subsidiaries as at the end of such fiscal year, and the related consolidated statement of operations and cash flows for such fiscal year, setting forth comparative consolidated figures for the preceding fiscal year, and certified by independent certified public accountants of recognized national standing whose opinion shall not be qualified as to the scope of audit or as to the status of the Company or any of the Material Subsidiaries (or group of Subsidiaries that together would constitute a Material Subsidiary) as a going concern, together in any event with a certificate of such accounting firm stating that in the course of its regular audit of the business of the Company and the Material Subsidiaries, which audit was conducted in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge of any Default or Event of Default relating to Section 10.9 that has occurred and is continuing or, if in the opinion of such accounting firm such a Default or Event of Default has occurred and is continuing, a statement as to the nature thereof.

          (b) Quarterly Financial Statements. As soon as available and in any event on or before the date on which such financial statements are required to be filed with the SEC or delivered to the holders of the Senior Notes with respect to each of the first three quarterly accounting periods in each fiscal year of the Company (or, if such financial statements are not required to be filed with the SEC or delivered to the holders of the Senior Notes, on or before the date that is 60 days after the end of each such quarterly accounting period), the consolidated balance sheet of (i) the Company and the Restricted Subsidiaries and (ii) the Company and its Subsidiaries, in each case as at the end of such quarterly period and the related consolidated statement of operations for such quarterly accounting period and for the elapsed portion of the fiscal year ended with the last day of such quarterly period, and the related consolidated statement of cash flows for the elapsed portion of the fiscal year ended with the last day of such quarterly period, and setting forth comparative consolidated figures for the related periods in the prior fiscal year or, in the case of such consolidated balance sheet, for the last day of the prior fiscal year, all of which shall be certified by an Authorized Officer of the Company, subject to changes resulting from audit and normal year-end audit adjustments.

          (c) Budgets. Within 90 days after the commencement of each fiscal year of the Company, a budget of the Company in reasonable detail for such fiscal year as customarily prepared by management of the Company for their internal use consistent in scope with the financial statements provided pursuant to Section 9.l(a), setting forth the principal assumptions upon which such budgets are based.

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          (d) Officer’s Certificates. At the time of the delivery of the financial statements provided for in Sections 9.1(a) and (b), a certificate of an Authorized Officer of the Company to the effect that no Default or Event of Default exists or, if any Default or Event of Default does exist, specifying the nature and extent thereof, which certificate shall set forth (i) the calculations required to establish whether the Company and the Subsidiaries were in compliance with the provisions of Section 10.9 as at the end of such fiscal year or period, as the case may be, (ii) a specification of any change in the identity of the Restricted Subsidiaries and Unrestricted Subsidiaries as at the end of such fiscal year or period, as the case may be, from the Restricted Subsidiaries and Unrestricted Subsidiaries, respectively, provided to the Lenders on the Closing Date or the most recent fiscal year or period, as the case may be, (iii) the then applicable Status and (iv) the amount of any Pro Forma Adjustment not previously set forth in a Pro Forma Adjustment Certificate or any change in the amount of a Pro Forma Adjustment set forth in any Pro Forma Adjustment Certificate previously provided and, in either case, in reasonable detail, the calculations and basis therefor. At the time of the delivery of the financial statements provided for in Section 9.1(a), (i) a certificate of an Authorized Officer of the Company setting forth in reasonable detail the Applicable Amount as at the end of the fiscal year to which such financial statements relate and (ii) a certificate of an Authorized Officer and the chief legal officer of the Company (x) setting forth the information required pursuant to Section 1(a) of the Perfection Certificate or confirming that there has been no change in such information since the Closing Date or the date of the most recent certificate delivered pursuant to this subsection (d)(ii), as the case may be, and (y) certifying that all Uniform Commercial Code financing statements (including fixture filings, as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral have been filed of record in each governmental, municipal or other appropriate office in each jurisdiction identified pursuant to clause (x) above to the extent necessary to protect and perfect the security interests under the Security Documents.

          (e) Notice of Default or Litigation. Promptly after an Authorized Officer of any Credit Party or any of the Subsidiaries obtains knowledge thereof, notice of (i) the occurrence of any event that constitutes a Default or Event of Default, which notice shall specify the nature thereof, the period of existence thereof and what action the Company proposes to take with respect thereto and (ii) any litigation or governmental proceeding pending against any Credit Party or any of the Subsidiaries that could reasonably be expected to result in a Material Adverse Effect or a Material Adverse Change.

          (f) Environmental Matters. The Company will promptly advise the Lenders and the Administrative Agents in writing after Holdings, the Company or any Subsidiary obtaining knowledge of any one or more of the following environmental matters, unless such environmental matters would not, individually or when aggregated with all other such matters, be reasonably expected to result in a Material Adverse Effect:

     (i) Any pending or threatened Environmental Claim against any Credit Party or any Real Estate;

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     (ii) Any condition or occurrence on any Real Estate that (x) could reasonably be expected to result in noncompliance by any Credit Party with any applicable Environmental Law or (y) could reasonably be anticipated to form the basis of an Environmental Claim against any Credit Party or any Real Estate;

     (iii) Any condition or occurrence on any Real Estate that could reasonably be anticipated to cause such Real Estate to be subject to any restrictions on the ownership, occupancy, use or transferability of such Real Estate under any Environmental Law; and

     (iv) The conduct of any investigation, or any removal, remedial or other corrective action in response to the actual or alleged presence, release or threatened release of any Hazardous Material on, at, under or from any Real Estate.

All such notices shall describe in reasonable detail the nature of the claim, investigation, condition, occurrence or removal or remedial action and the response thereto. The term “Real Estate” shall mean land, buildings and improvements owned or leased by any Credit Party, but excluding all operating fixtures and equipment, whether or not incorporated into improvements.

          (g) Other Information. Promptly upon filing thereof, copies of any filings (including on Form 10-K, 10-Q or 8-K) or registration statements with, and reports to, the SEC or any analogous Government Authority in any relevant jurisdiction by Holdings, the Company or any of the Subsidiaries (other than amendments to any registration statement (to the extent such registration statement, in the form it becomes effective, is delivered to the Lenders and the Administrative Agents), exhibits to any registration statement and, if applicable, any registration statements on Form S-8) and copies of all financial statements, proxy statements, notices and reports that Holdings, the Company or any of the Subsidiaries shall send to the holders of any publicly issued debt of Holdings, the Company or any of the Subsidiaries (including any Senior Notes (whether publicly issued or not)) in their capacity as such holders (in each case to the extent not theretofore delivered to the Lenders and the Administrative Agents pursuant to this Agreement) and, with reasonable promptness, such other information (financial or otherwise) as an Administrative Agent on its own behalf or on behalf of any Lender may reasonably request in writing from time to time.

          (h) Pro Forma Adjustment Certificate. Not later than the consummation of the acquisition of any Acquired Entity or Business by the Company or any Restricted Subsidiary for which there shall be a Pro Forma Adjustment or not later than any date on which financial statements are delivered with respect to any four-quarter period in which a Pro Forma Adjustment is made as a result of the consummation of the acquisition of any Acquired Entity or Business by the Company or any Restricted Subsidiary for which there shall be a Pro Forma Adjustment, a certificate of an

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Authorized Officer of the Company setting forth the amount of such Pro Forma Adjustment and, in reasonable detail, the calculations and basis therefor.

Notwithstanding the foregoing, the obligations in paragraphs (a) and (b) of this Section 9.1 may be satisfied with respect to financial information of the Company and the Restricted Subsidiaries by furnishing (A) the applicable financial statements of Holdings (or any direct or indirect parent of Holdings) or (B) the Company’s or Holdings’ (or any direct or indirect parent thereof), as applicable, Form 10-K or 10-Q, as applicable, filed with the SEC; provided that, with respect to each of clauses (A) and (B) above, to the extent such information relates to Holdings (or a parent thereof), such information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to Holdings (or such parent), on the one hand, and the information relating to the Company and the Restricted Subsidiaries on a standalone basis, on the other hand.

          9.2 Books, Records and Inspections. Each of Holdings and the Company will, and will cause each of the Subsidiaries to, permit officers and designated representatives of the Administrative Agents or the Required Lenders to visit and inspect any of the properties or assets of Holdings, the Company and any such Subsidiary in whomsoever’s possession to the extent that it is within such party’s control to permit such inspection, and to examine the books and records of Holdings, the Company and any such Subsidiary and discuss the affairs, finances and accounts of Holdings, the Company and of any such Subsidiary with, and be advised as to the same by, its and their officers and independent accountants, all at such reasonable times and intervals and to such reasonable extent as the Administrative Agents or the Required Lenders may desire.

          9.3 Maintenance of Insurance. Each of Holdings and the Company will, and will cause each of the Material Subsidiaries to, at all times maintain in full force and effect, with insurance companies that the Company believes (in the good faith judgment of the management of the Company) are financially sound and responsible at the time the relevant coverage is placed or renewed, insurance in at least such amounts and against at least such risks (and with such risk retentions) as are usually insured against in the same general area by companies engaged in the same or a similar business; and will furnish to the Lenders, upon written request from an Administrative Agent, information presented in reasonable detail as to the insurance so carried.

          9.4 Payment of Taxes. Each of Holdings and the Company will pay and discharge, and will cause each of the Subsidiaries to pay and discharge, all material taxes, assessments and governmental charges or levies imposed upon it or upon its income or profits, or upon any properties belonging to it, prior to the date on which material penalties attach thereto, and all lawful material claims that, if unpaid, could reasonably be expected to become a material Lien upon any properties of Holdings, the Company or any of the Restricted Subsidiaries, provided that none of Holdings, the Company, or any of the Subsidiaries shall be required to pay any such tax, assessment, charge, levy or claim that is being contested in good faith and by proper proceedings if it has maintained adequate reserves (in the good faith judgment of the management of the

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Company) with respect thereto in accordance with GAAP and the failure to pay could not reasonably be expected to result in a Material Adverse Effect.

          9.5 Consolidated Corporate Franchises. Each of Holdings and the Company will do, and will cause each Material Subsidiary to do, or cause to be done, all things necessary to preserve and keep in full force and effect its existence, corporate rights and authority, except to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect; provided that Holdings, the Company and their Subsidiaries may consummate any transaction permitted under Section 10.3, 10.4 or 10.5.

          9.6 Compliance with Statutes, Regulations, etc. Each of Holdings and the Company will, and will cause each Subsidiary to, comply with all applicable laws, rules, regulations and orders applicable to it or its property, including all governmental approvals or authorizations required to conduct its business, and to maintain all such governmental approvals or authorizations in full force and effect, in each case except where the failure to do so could not reasonably be expected to have a Material Averse Effect.

          9.7 ERISA. Promptly after Holdings, the Company or any Subsidiary or any ERISA Affiliate knows or has reason to know of the occurrence of any of the following events that, individually or in the aggregate (including in the aggregate such events previously disclosed or exempt from disclosure hereunder, to the extent the liability therefor remains outstanding), would be reasonably likely to have a Material Adverse Effect, the Company will deliver to each of the Lenders a certificate of an Authorized Officer or any other senior officer of the Company setting forth details as to such occurrence and the action, if any, that Holdings, the Company, such Subsidiary or such ERISA Affiliate is required or proposes to take, together with any notices (required, proposed or otherwise) given to or filed with or by Holdings, the Company, such Subsidiary, such ERISA Affiliate, the PBGC, a Plan participant (other than notices relating to an individual participant’s benefits) or the Plan administrator with respect thereto: that a Reportable Event has occurred; that an accumulated funding deficiency has been incurred or an application is to be made to the Secretary of the Treasury for a waiver or modification of the minimum funding standard (including any required installment payments) or an extension of any amortization period under Section 412 of the Code with respect to a Plan; that a Plan having an Unfunded Current Liability has been or is to be terminated, reorganized, partitioned or declared insolvent under Title IV of ERISA (including the giving of written notice thereof); that a Plan has an Unfunded Current Liability that has or will result in a lien under ERISA or the Code; that proceedings will be or have been instituted to terminate a Plan having an Unfunded Current Liability (including the giving of written notice thereof); that a proceeding has been instituted against Holdings, the Company, a Subsidiary or an ERISA Affiliate pursuant to Section 515 of ERISA to collect a delinquent contribution to a Plan; that the PBGC has notified Holdings, the Company, any Subsidiary or any ERISA Affiliate of its intention to appoint a trustee to administer any Plan; that Holdings, the Company, any Subsidiary or any ERISA Affiliate has failed to make a required installment or other

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payment pursuant to Section 412 of the Code with respect to a Plan; or that Holdings, the Company, any Subsidiary or any ERISA Affiliate has incurred or will incur (or has been notified in writing that it will incur) any liability (including any contingent or secondary liability) to or on account of a Plan pursuant to Section 409, 502(i), 502(l), 515, 4062, 4063, 4064, 4069, 4201 or 4204 of ERISA or Section 4971 or 4975 of the Code.

          9.8 Maintenance of Properties. Each of Holdings and the Company will, and will cause each of the Restricted Subsidiaries to, keep and maintain all property material to the conduct of its business in good working order and condition, ordinary wear and tear excepted, except to the extent that the failure to do so could reasonably be expected to have a Material Adverse Effect.

          9.9 Transactions with Affiliates. Each of Holdings and the Company will conduct, and cause each of the Restricted Subsidiaries to conduct, all transactions with any of its Affiliates (other than the Company or the Restricted Subsidiaries) on terms that are substantially as favorable to the Company or such Restricted Subsidiary as it would obtain in a comparable arm’s-length transaction with a Person that is not an Affiliate, provided that the foregoing restrictions shall not apply to (a) the payment of customary fees to the Sponsors for management, consulting and financial services rendered to Holdings, the Company and the Subsidiaries and customary investment banking fees paid to the Sponsors for services rendered to Holdings, the Company and the Subsidiaries in connection with divestitures, acquisitions, financings and other transactions, (b) customary fees paid to members of the board of directors of the Company and the Subsidiaries and (c) transactions permitted by Section 10.6.

          9.10 End of Fiscal Years; Fiscal Quarters. Each of Holdings and the Company will, for financial reporting purposes, cause (a) each of its, and each of its Subsidiaries’, fiscal years to end on October 31 of each year and (b) each of its, and each of its Subsidiaries’, fiscal quarters to end on dates consistent with such fiscal year-end and Holdings or the Company’s past practice; provided that the Company may, upon written notice to the Administrative Agents, change the financial reporting convention specified above to any other financial reporting convention reasonably acceptable to the Administrative Agents, in which case the Company and the Administrative Agents will, and are hereby authorized by the Lenders to, make any adjustments to this Agreement that are necessary in order to reflect such change in financial reporting.

          9.11 Additional Guarantors and Grantors. Except as set forth in Sections 10.1(A)(j) or 10.1(A)(k), each of Holdings and the Company will cause each direct or indirect Subsidiary (other than any Excluded Subsidiary) formed or otherwise purchased or acquired after the date hereof (including pursuant to a Permitted Acquisition) to execute a supplement to each of the Guarantee and the relevant Security Agreement, substantially in the form of Annex B or Annex 1, as applicable, to the respective agreement in order to become a Guarantor under the Guarantee and a grantor under relevant Security Agreement or, to the extent reasonably requested by the Collateral Agent, enter into a new Security Agreement in form and substance reasonable satisfactory to the Collateral Agent.

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          9.12 Pledges of Additional Stock and Evidence of Indebtedness. (a) Except as set forth in Section 10.1(A)(j) or (A)(k) or with respect to which, in the reasonable judgment of the Administrative Agents and the Collateral Agent (confirmed in writing by notice to the Company), the cost or other consequences (including any adverse tax consequences) of doing so shall be excessive in view of the benefits to be obtained by the Lenders therefrom, each of Holdings and the Company will pledge, and, if applicable, will cause each Subsidiary to pledge, to the Collateral Agent for the benefit of the Secured Parties, (i) all the Stock and Stock Equivalents of each Subsidiary (other than any Unrestricted Subsidiary), Minority Investment held by Holdings, the Company or a Subsidiary, in each case, formed or otherwise purchased or acquired after the date hereof, in each case pursuant to a Pledge Agreement (or supplement thereto) in form and substance reasonably satisfactory to Administrative Agents and the Collateral Agent, (ii) all evidences of Indebtedness in excess of $5,000,000 received by Holdings, the Company or any of the Subsidiaries (other than any Unrestricted Subsidiary) in connection with any disposition of assets pursuant to Section 10.4(b), in each case pursuant to a Pledge Agreement (or supplement thereto) in form and substance reasonably satisfactory to Administrative Agents and the Collateral Agent and (iii) any global promissory notes executed after the date hereof evidencing Indebtedness of Holdings, the Company, each Subsidiary and each Minority Investment that is owing to Holdings, the Company or any Subsidiary (other than any Unrestricted Subsidiary), in each case pursuant a Pledge Agreement (or supplement thereto) in form and substance reasonably satisfactory to the Administrative Agents and the Collateral Agent.

          (b) Each of Holdings and the Company agrees that all Indebtedness in excess of $5,000,000 of Holdings, the Company and each Subsidiary that is owing to any Credit Party pledged pursuant to a Pledge Agreement shall be evidenced by one or more global promissory notes.

          9.13 Use of Proceeds. (a) The Borrowers will use the proceeds of all Tranche B-1 Term Loans solely to effect the Acquisition and to pay Transaction Expenses;

          (b) The Borrowers will use the proceeds of all Tranche B-2 Term Loans to pay dividends permitted under Section 10.6(c) or for other general corporate purposes; and

          (c) The Borrowers will use the Letters of Credit and the proceeds of all Revolving Credit Loans and Swingline Loans solely for general corporate purposes.

          9.14 Further Assurances. (a) Each of Holdings and each Borrower will, and will cause each other Credit Party to execute any and all further documents, financing statements, agreements and instruments, and take all such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents), which may be required under any applicable law, or which the Collateral Agent or the Required Lenders may reasonably request, in order to grant, preserve, protect and perfect the validity and priority of the security interests

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created or intended to be created by any Security Agreement, any Pledge Agreement or any Mortgage, all at the expense of Holdings, the Company and the Restricted Subsidiaries.

          (b) If any assets (including any real estate or improvements thereto or any interest therein) with a book value or fair market value in excess of $5,000,000 are acquired by the Company or any other Credit Party from the Company, any of its Subsidiaries or any other Person after the Closing Date (other than assets constituting Collateral under the Security Agreement that become subject to the Lien of the Security Agreement upon acquisition thereof) that are of the nature secured by the Security Agreement or any Mortgage, as the case may be, the Company will notify the Collateral Agent and the Lenders thereof, and, if requested by the Collateral Agent or the Required Lenders, the Company will cause such assets to be subjected to a Lien securing the applicable Obligations and will take, and cause the other Credit Parties to take, such actions as shall be necessary or reasonably requested by the Collateral Agent to grant and perfect such Liens consistent with the applicable requirements of the Security Documents, including actions described in clause (a) of this Section 9.14, all at the expense of the Company. Any Mortgage delivered to the Collateral Agent in accordance with the preceding sentence shall be accompanied by (x) a policy or policies of title insurance issued by a nationally recognized title insurance company insuring the Lien of each Mortgage as a valid first Lien on the Mortgaged Property described therein, free of any other Liens except as expressly permitted by Section 10.2, together with such endorsements, coinsurance and reinsurance as the Administrative Agents and the Collateral Agent may reasonably request and (y) an opinion of local counsel to the Company (or in the event a Subsidiary of the Company is the mortgagor, to such Subsidiary) substantially in the form of Exhibit I-2.

          (c) The Company agrees that it will, or will cause its relevant Subsidiaries to, complete each of the actions described on Schedule 9.14(c) by no later than the date that is 90 days after the Closing Date or such later date as the Administrative Agents may reasonable agree.

          9.15 Maintenance of Rating of Facilities. The Company will cause a senior secured credit rating with respect to the Credit Facilities from each of S&P and Moody’s to be available at all times thereafter until the last Maturity Date under this Agreement.

          SECTION 10. Negative Covenants.

          Each of Holdings and each Borrower hereby covenants and agrees that on the Closing Date and thereafter, until the Commitments, the Swingline Commitments and each Letter of Credit have terminated and the Loans and Unpaid Drawings, together with interest, Fees and all other Obligations incurred hereunder, are paid in full:

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          10.1 Limitation on Indebtedness. (A) Neither Holdings, nor the Company will, nor will they permit any of the Restricted Subsidiaries to, create, incur, assume or suffer to exist any Indebtedness, except:

          (a) Indebtedness arising under the Credit Documents;

          (b) Indebtedness of (i) Holdings or any Borrower to any Subsidiary of such Person, (ii) subject to compliance with Section 10.5(g), any Subsidiary to the Company or any other Restricted Subsidiary of the Company, and (iii) subject to Section 10.5(m), Holdings to the Company or any other Restricted Subsidiary;

          (c) Indebtedness in respect of any bankers’ acceptance, letter of credit, warehouse receipt or similar facilities entered into in the ordinary course of business;

          (d) except as provided in clauses (j) and (k) below, subject to compliance with Section 10.5(g), Guarantee Obligations incurred by (i) Restricted Subsidiaries in respect of Indebtedness of the Company or other Restricted Subsidiaries that is permitted to be incurred under this Agreement and (ii) Holdings and/or the Company in respect of Indebtedness of the Restricted Subsidiaries that is permitted to be incurred under this Agreement, provided that there shall be no Guarantee (a) by a Restricted Subsidiary that is not a Guarantor of any Indebtedness of any of the Borrowers and (b) in respect of the Senior Notes or Permitted Additional Notes, unless such Guarantee is made by a Guarantor and such Guarantee is unsecured (and subordinated in the case of Permitted Additional Notes or New Notes that are subordinated);

          (e) Guarantee Obligations incurred in the ordinary course of business in respect of obligations of suppliers, customers, franchisees, lessors and licensees;

          (f) (i) Indebtedness (including Indebtedness arising under Capital Leases) incurred within 270 days of the acquisition, construction or improvement of fixed or capital assets to finance the acquisition, construction or improvement of such fixed or capital assets or otherwise incurred in respect of Capital Expenditures permitted by Section 10.10, (ii) Indebtedness arising under Capital Leases entered into in connection with Permitted Sale Leasebacks and (iii) Indebtedness arising under Capital Leases, other than Capital Leases in effect on the date hereof and Capital Leases entered into pursuant to subclauses (i) and (ii) above, provided that the aggregate amount of Indebtedness incurred pursuant to this subclause (iii) shall not exceed $50,000,000 at any time outstanding, and (iv) any refinancing, refunding, renewal or extension of any Indebtedness specified in subclause (i), (ii) or (iii) above, provided that the principal amount thereof is not increased above the principal amount thereof outstanding immediately prior to such refinancing, refunding, renewal or extension;

          (g) Indebtedness outstanding on the date hereof and listed on Schedule 10.1 and any refinancing, refunding, renewal or extension thereof, provided that (i) the principal amount thereof is not increased above the principal amount thereof outstanding immediately prior to such refinancing, refunding, renewal or extension, except to the

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extent otherwise permitted hereunder and (ii) the direct and contingent obligors with respect to such Indebtedness are not changed;

          (h) Indebtedness in respect of Hedge Agreements;

          (i) Indebtedness in respect of the Senior Notes in an aggregate principal amount not to exceed $1,000,000,000 (or such lesser aggregate principal amount as may be incurred on the Closing Date);

          (j) (i) Indebtedness of a Person or Indebtedness attaching to assets of a Person that, in either case, becomes a Restricted Subsidiary (or is a Restricted Subsidiary that survives a merger with such person) or Indebtedness attaching to assets that are acquired by Holdings, the Company or any Restricted Subsidiary, in each case after the Closing Date as the result of a Permitted Acquisition, provided that (v) the Consolidated Total Debt to Adjusted EBITDA Ratio for the Test Period last ended, determined on a pro forma basis after giving effect to such Permitted Acquisition and the incurrence of such Indebtedness, shall be less than or equal to 4.75 to 1.00, (w) such Indebtedness existed at the time such Person became a Restricted Subsidiary or at the time such assets were acquired and, in each case, was not created in anticipation thereof, (x) such Indebtedness is not guaranteed in any respect by Holdings, the Company or any Restricted Subsidiary (other than by any such person that so becomes a Restricted Subsidiary or is the survivor of a merger with such person) and (y)(A) the Stock and Stock Equivalents of such Person is pledged to the Collateral Agent to the extent required under Section 9.12 and (B) such Person executes a supplement to each of the Guarantee, the relevant Security Agreement and the relevant Pledge Agreement (or alternative guarantee and security arrangements in relation to the Obligations reasonably acceptable to the Administrative Agents) to the extent required under Section 9.11 or 9.12, as applicable, provided that the requirements of this subclause (y) shall not apply to an aggregate amount at any time outstanding of up to (and including) the Guarantee and Collateral Exception Amount at such time of the aggregate of (1) such Indebtedness and (2) all Indebtedness as to which the proviso to clause (k)(i)(y) below then applies, and (ii) any refinancing, refunding, renewal or extension of any Indebtedness specified in subclause (i) above, provided that, except to the extent otherwise permitted hereunder, (x) the principal amount of any such Indebtedness is not increased above the principal amount thereof outstanding immediately prior to such refinancing, refunding, renewal or extension and (y) the direct and contingent obligors with respect to such Indebtedness are not changed;

          (k) (i) Indebtedness of Holdings, the Company or any Restricted Subsidiary (including any Permitted Additional Notes) incurred to finance a Permitted Acquisition, provided that (w) the Consolidated Total Debt to Adjusted EBITDA Ratio for the Test Period last ended, determined on a pro forma basis after giving effect to such Permitted Acquisition and the incurrence of such Indebtedness, shall be less than or equal to 4.75 to 1.00, (x) except in the case of Permitted Additional Notes, such Indebtedness is not guaranteed in any respect by any Restricted Subsidiary (other than any Person acquired (the “acquired Person”) as a result of such Permitted Acquisition or the Restricted

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Subsidiary so incurring such Indebtedness) or, in the case of Indebtedness of any Restricted Subsidiary, subject to compliance with Section 10.5(g), by a Borrower and (y)(A) such Borrower pledges the Stock and Stock Equivalents of such acquired Person to the Collateral Agent to the extent required under Section 9.12 and (B) such acquired Person executes a supplement to the Guarantee, the relevant Security Agreement and the relevant Pledge Agreement (or alternative guarantee and security arrangements in relation to the Obligations reasonably acceptable to the Administrative Agents) to the extent required under Section 9.11 or 9.12, as applicable, provided that the requirements of this subclause (y) shall not apply to an aggregate amount at any time outstanding of up to (and including) the amount of the Guarantee and Collateral Exception Amount at such time of the aggregate of (1) such Indebtedness and (2) all Indebtedness as to which the proviso to clause (j)(i)(y) above then applies, and (ii) any refinancing, refunding, renewal or extension of any such Indebtedness, provided that (x) the principal amount of any such Indebtedness is not increased above the principal amount thereof outstanding immediately prior to such refinancing, refunding, renewal or extension and (y) the direct and contingent obligors with respect to such Indebtedness are not changed, except to the extent otherwise permitted hereunder;

          (l) Indebtedness in respect of performance bonds, bid bonds, appeal bonds, surety bonds and completion guarantees and similar obligations not in connection with money borrowed, in each case provided in the ordinary course of business, including those incurred to secure health, safety and environmental obligations in the ordinary course of business;

          (m) (i) Indebtedness incurred in connection with any Permitted Sale Leaseback (provided that the Net Cash Proceeds thereof are promptly applied to the extent required by Section 5.2) and (ii) any refinancing, refunding, renewal or extension of any Indebtedness specified in subclause (i) above, provided that, except to the extent otherwise permitted hereunder, (x) the principal amount of any such Indebtedness is not increased above the principal amount thereof outstanding immediately prior to such refinancing, refunding, renewal or extension and (y) the direct and contingent obligors with respect to such Indebtedness are not changed;

          (n) (i) additional Indebtedness and (ii) any refinancing, refunding, renewal or extension of any Indebtedness specified in subclause (i) above; provided that the aggregate amount of Indebtedness incurred and remaining outstanding pursuant to this clause (n) shall not at any time exceed $200,000,000; provided that not more than $50,000,000 in aggregate principal amount of Indebtedness of Holdings, the Company or any Restricted Subsidiary (other than a Restricted Subsidiary that is not a Guarantor) incurred under this clause (n) shall be secured;

          (o) Indebtedness in respect of Permitted Additional Notes to the extent that the Net Cash Proceeds therefrom are, immediately after the receipt thereof, applied to the prepayment of Term Loans in accordance with Section 5.2; and

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          (p) Indebtedness in respect of overdraft facilities, employee credit card programs and other cash management arrangements in an aggregate amount not to exceed $25,000,000, at any time outstanding.

          (B) Holdings will not issue any preferred Stock or other preferred Stock Equivalents other than Qualified PIK Securities.

          10.2 Limitation on Liens. Neither Holdings, nor the Company will, nor will they permit any of the Restricted Subsidiaries to, create, incur, assume or suffer to exist any Lien upon any property or assets of any kind (real or personal, tangible or intangible) of Holdings, the Company or any Restricted Subsidiary, whether now owned or hereafter acquired, except:

          (a) Liens arising under the Credit Documents;

          (b) Permitted Liens;

          (c) (i) Liens securing Indebtedness permitted pursuant to Section 10.1(A)(f), provided that such Liens attach at all times only to the assets so financed, and (ii) Liens on the assets of Restricted Subsidiaries that are not Guarantors securing Indebtedness permitted pursuant to Section 10.1(A)(n);

          (d) Liens existing on the date hereof and listed on Schedule 10.2;

          (e) the replacement, extension or renewal of any Lien permitted by clauses (a) through (d) above and clause (f) of this Section 10.2 upon or in the same assets theretofore subject to such Lien or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor except to the extent otherwise permitted hereunder) of the Indebtedness secured thereby;

          (f) Liens existing on the assets of any Person that becomes a Restricted Subsidiary (or is a Restricted Subsidiary that survives a merger with such person), or existing on assets acquired, pursuant to a Permitted Acquisition to the extent the Liens on such assets secure Indebtedness permitted by Section 10.1(A)(j), provided that such Liens attach at all times only to the same assets that such Liens attached to, and secure only the same Indebtedness that such Liens secured, immediately prior to such Permitted Acquisition;

          (g) (i) Liens placed upon the Stock and Stock Equivalents of any Restricted Subsidiary acquired pursuant to a Permitted Acquisition to secure Indebtedness of Holdings, the Company or any other Restricted Subsidiary in an aggregate amount at any time outstanding not to exceed the Guarantee and Collateral Exception Amount incurred pursuant to Section 10.1(A)(k) in connection with such Permitted Acquisition and (ii) Liens placed upon the assets of such Restricted Subsidiary to secure a guarantee by such Restricted Subsidiary of any such Indebtedness of the

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Company or any other Restricted Subsidiary in an aggregate amount at any time outstanding not to exceed the Guarantee and Collateral Exception Amount; and

          (h) additional Liens so long as the aggregate principal amount of the obligations so secured does not exceed $50,000,000 at any time outstanding.

          10.3 Limitation on Fundamental Changes. Except as expressly permitted by Section 10.4 or 10.5, neither Holdings, nor the Company will, nor will they permit any of the Restricted Subsidiaries to, enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease, assign, transfer or otherwise dispose of, all or substantially all its business units, assets or other properties, except that:

          (a) any Subsidiary of a Borrower or any other Person may be merged or consolidated with or into such Borrower, provided that (i) such Borrower shall be the continuing or surviving corporation or the Person formed by or surviving any such merger or consolidation (if other than a Borrower) shall be an entity organized or existing under the laws of (x) the United States, any state thereof, the District of Columbia or any territory thereof or (y) the jurisdiction of organization of such Borrower prior to any such merger or consolidation (such Borrower or such Person, as the case may be, being herein referred to as the “Successor Borrower”), (ii) the Successor Borrower (if other than a Borrower) shall expressly assume all the obligations of a Borrower under this Agreement and the other Credit Documents pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agents, (iii) no Default or Event of Default would result from the consummation of such merger or consolidation, (iv) the Company shall be in compliance, on a pro forma basis after giving effect to such merger or consolidation, with the covenant set forth in Section 10.9, as such covenant is recomputed as at the last day of the most recently ended Test Period under such Section as if such merger or consolidation had occurred on the first day of such Test Period, (v) each Guarantor, unless it is the other party to such merger or consolidation, shall have by a supplement to the Guarantee confirmed that its Guarantee shall apply to the Successor Borrower’s obligations under this Agreement, (vi) each Subsidiary grantor and each Subsidiary pledgor, unless it is the other party to such merger or consolidation, shall have by a supplement to the relevant Security Agreement or the relevant Pledge Agreement, as applicable, confirmed that its obligations thereunder shall apply to the Successor Borrower’s obligations under this Agreement, (vii) each mortgagor of a Mortgaged Property, unless it is the other party to such merger or consolidation, shall have by an amendment to or restatement of the applicable Mortgage confirmed that its obligations thereunder shall apply to the Successor Borrower’s obligations under this Agreement, and (viii) the Borrowers shall have delivered to the Administrative Agents an officer’s certificate and an opinion of counsel, each stating that such merger or consolidation and such supplement to this Agreement or any Security Document comply with this Agreement; provided, further, that if the foregoing are satisfied, the Successor Borrower (if other than a Borrower) will succeed to, and be substituted for, the applicable Borrower under this Agreement;

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          (b) any Subsidiary of the Company or any other Person may be merged, amalgamated or consolidated with or into any one or more Subsidiaries of the Company, provided that (i) in the case of any merger, amalgamation or consolidation involving one or more Restricted Subsidiaries, (A) a Restricted Subsidiary shall be the continuing or surviving corporation or (B) the Company shall take all steps necessary to cause the Person formed by or surviving any such merger, amalgamation or consolidation (if other than a Restricted Subsidiary) to become a Restricted Subsidiary, (ii) in the case of any merger, amalgamation or consolidation involving one or more Guarantors, a Guarantor shall be the continuing or surviving corporation or the Person formed by or surviving any such merger, amalgamation or consolidation (if other than a Guarantor) shall execute a supplement to the Guarantee Agreement, the relevant Pledge Agreement and the relevant Security Agreement and any applicable Mortgage in form and substance reasonably satisfactory to the Administrative Agents in order to become a Guarantor and pledgor, mortgagor and grantor of Collateral for the benefit of the Secured Parties, (iii) no Default or Event of Default would result from the consummation of such merger, amalgamation or consolidation, (iv) the Company shall be in compliance, on a pro forma basis after giving effect to such merger, amalgamation or consolidation, with the covenant set forth in Section 10.9, as such covenant is recomputed as at the last day of the most recently ended Test Period under such Section as if such merger or consolidation had occurred on the first day of such Test Period, and (v) such Borrower shall have delivered to the Administrative Agents an officers’ certificate stating that such merger, amalgamation or consolidation and such supplements to any Security Document comply with this Agreement;

          (c) any Restricted Subsidiary that is not a Guarantor may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to a Borrower, a Guarantor or any other Restricted Subsidiary;

          (d) any Guarantor may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to a Borrower or any other Guarantor; and

          (e) any Restricted Subsidiary may liquidate or dissolve if (i) the Company determines in good faith that such liquidation or dissolution is in the best interests of the Company and is not materially disadvantageous to the Lenders and (ii) to the extent such Restricted Subsidiary is a Credit Party, any assets or business not otherwise disposed of or transferred in accordance with Section 10.4 or 10.5, or, in the case of any such business, discontinued, shall be transferred to, or otherwise owned or conducted by, another Credit Party after giving effect to such liquidation or dissolution.

          10.4 Limitation on Sale of Assets. Neither Holdings, nor the Company will, nor will they permit any of the Restricted Subsidiaries to: (i) convey, sell, lease, assign, transfer or otherwise dispose of any of its property, business or assets (including receivables and leasehold interests), whether now owned or hereafter acquired (other than any such sale, transfer, assignment or other disposition resulting from any casualty or condemnation, of any assets of the Company or the Restricted Subsidiaries) or (ii) sell to

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any Person (other than the Company or a Guarantor) any shares owned by it of any Restricted Subsidiary’s Stock and Stock Equivalents, except that:

          (a) the Company and the Restricted Subsidiaries may sell, transfer or otherwise dispose of used or surplus equipment, vehicles, inventory and other assets in the ordinary course of business;

          (b) the Company and the Restricted Subsidiaries may sell, transfer or otherwise dispose of other assets (other than accounts receivable) (each a “Disposition”) for fair value, provided that (i) with respect to any Disposition pursuant to this clause (b) for a purchase price in excess of $10,000,000, the Company or a Restricted Subsidiary shall receive not less than 75% of such consideration in the form of cash or Permitted Investments; provided that for the purposes of this clause (i), (A) any liabilities (as shown on the Company’s or such Restricted Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto) of the Company or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the payment in cash of the Obligations, that are assumed by the transferee with respect to the applicable Disposition and for which the Company and all of the Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by the Company or such Restricted Subsidiary from such transferee that are converted by the Company or such Restricted Subsidiary into cash (to the extent of the cash received) within 180 days following the closing of the applicable Disposition and (C) any Designated Non-Cash Consideration received by the Company or such Restricted Subsidiary in respect of such Disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (C) and clause (C)(i) of Section 10.4(c)(i) that is at that time outstanding, not in excess of the greater of $150,000,000 and 6% of Total Assets (as such term is defined in the Senior Notes Indenture as of the Closing Date) at the time of the receipt of such Designated Non-Cash Consideration, with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value, and (D) any Designated Non-Cash Consideration received by the Company or such Restricted Subsidiary in respect of a Designated Assets Sale, to the extent the Company intends in good faith at the time of such Designated Asset Sale is consummated, as evidenced in a certificate executed by an Authorized Officer of the Company and delivered to the Lenders and the Administrative Agents, to use such Designated Non-Cash Consideration to either pay dividends pursuant to Section 10.6(d), or to use the Net Cash Proceeds of a Disposition of any such Designated Non-Cash Consideration to repay, repurchase or otherwise redeem any Subordinated Indebtedness pursuant to Section 10.7(a)(ii) (or any other Senior Notes or any Permitted Additional Notes that do not constitute Subordinated Indebtedness in compliance with the conditions set forth in Section 10.7(a)(ii)), shall be deemed to be cash, (ii) any non-cash proceeds received are pledged to the Collateral Agent to the extent required under Section 9.12, (iii) with respect to any such sale, transfer or disposition (or series of related sales, transfers or dispositions), the Company shall be in compliance, on a pro forma basis after giving effect to such sale, transfer or disposition, with the

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covenant set forth in Section 10.9, as such covenant is recomputed as at the last day of the most recently ended Test Period under such Section as if such sale, transfer or disposition had occurred on the first day of such Test Period, (iv) to the extent applicable, the Net Cash Proceeds thereof to the Company and the Restricted Subsidiaries are promptly applied to the prepayment and/or commitment reductions as provided for in Section 5.2 and (v) after giving effect to any such sale, transfer or disposition, no Default or Event of Default shall have occurred and be continuing;

          (c) the Company and the Restricted Subsidiaries may make sales of assets to the Company or to any Restricted Subsidiary, provided that with respect to any such sales to Restricted Subsidiaries that are not Guarantors (i) such sale, transfer or disposition shall be for fair value, (ii) with respect to any Disposition pursuant to this clause (c) for a purchase price in excess of $10,000,000, the Company or a Restricted Subsidiary shall receive not less than 75% of such consideration in the form of cash or Permitted Investments; provided that for the purposes of this clause (i), (A) any liabilities (as shown on the Company’s or such Restricted Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto) of the Company or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the payment in cash of the Obligations, that are assumed by the transferee with respect to the applicable Disposition and for which the Company and all of the Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by the Company or such Restricted Subsidiary from such transferee that are converted by the Company or such Restricted Subsidiary into cash (to the extent of the cash received) within 180 days following the closing of the applicable Disposition, (C) any Designated Non-Cash Consideration received by the Company or such Restricted Subsidiary in respect of such Disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (C) and clause (C) of Section 10.4(b)(i) that is at that time outstanding, not in excess of the sum of (i) the greater of $150,000,000 or 6% of Total Assets (as such term is defined in the Senior Notes Indenture as of the Closing Date), plus (ii) $25,000,000 at the time of the receipt of such Designated Non-Cash Consideration, with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value, and (D) any Designated Non-Cash Consideration received by the Company or such Restricted Subsidiary in respect of a Designated Assets Sale, to the extent the Company intends in good faith at the time of such Designated Asset Sale is consummated, as evidenced in a certificate executed by an Authorized Officer of the Company and delivered to the Lenders and the Administrative Agent, to use such Designated Non-Cash Consideration to either pay dividends pursuant to Section 10.6(d), or to use the Net Cash Proceeds of a Disposition of any such Designated Non-Cash Consideration to repay, repurchase or otherwise redeem any Subordinated Indebtedness pursuant to Section 10.7(a)(ii) (or any other Senior Notes or any Permitted Additional Notes that do not constitute Subordinated Indebtedness in compliance with the conditions set forth in Section 10.7(a)(ii)), shall be deemed to be cash, and (iii) any non-cash proceeds received are pledged to the Collateral Agent to the extent required under Section 9.12;

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          (d) Holdings, the Company or any Restricted Subsidiary may effect any transaction permitted by Section 10.3;

          (e) in addition to selling or transferring accounts receivable pursuant to the other provisions hereof, Holdings, the Company and the Restricted Subsidiaries may (i) sell or discount without recourse accounts receivable arising in the ordinary course of business in connection with the compromise or collection thereof and (ii) sell or transfer accounts receivable and related rights pursuant to customary receivables financing facilities so long as, in the case of clauses (i) and (ii) the Net Cash Proceeds thereof to the Company and the Restricted Subsidiaries (except in the case of transactions permitted by Section 10.4(e)(i), to the extent the Net Cash Proceeds of any such transaction do not exceed $10,000) are promptly applied to the prepayment and/or commitment reductions as provided for in Section 5.2; and

          (f) Holdings, the Company and the Restricted Subsidiaries may lease, or sub-lease, any real property or personal property in the ordinary course of business.

          10.5 Limitation on Investments. Neither Holdings, nor the Company will, nor will they permit any of the Restricted Subsidiaries to, make any advance, loan, extensions of credit or capital contribution to, or purchase any stock, bonds, notes, debentures or other securities of or any assets of, or make any other Investment in, any Person, except:

          (a) extensions of trade credit and asset purchases in the ordinary course of business;

          (b) Permitted Investments;

          (c) loans and advances to officers, directors and employees of Holdings, a Borrower or any of its Subsidiaries (i) for reasonable and customary business-related travel, entertainment, relocation and analogous ordinary business purposes (including employee payroll advances), (ii) in connection with such Person’s purchase of Stock or Stock Equivalents of Holdings (or any direct or indirect parent thereof) to the extent that the amount of such loans and advances are contributed to the Company in cash and (iii) for purposes not described in the foregoing clauses (i) and (ii), in an aggregate principal amount outstanding not to exceed $10,000,000;

          (d) Investments existing on, or contemplated as of, the date hereof and listed on Schedule 10.5 and any extensions, renewals or reinvestments thereof, so long as the aggregate amount of all Investments pursuant to this clause (d) is not increased at any time above the amount of such Investments existing on the date hereof;

          (e) Investments received in connection with the bankruptcy or reorganization of suppliers or customers and in settlement of delinquent obligations of, and other disputes with, customers arising in the ordinary course of business;

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          (f) Investments to the extent that payment for such Investments is made solely with Stock or Stock Equivalents of Holdings or the Company;

          (g) Investments (i) in any Guarantor or the Company, (ii) in Restricted Subsidiaries that are not Guarantors, in an aggregate amount pursuant to this clause (ii) not to exceed $25,000,000 plus the Applicable Amount at such time, (iii) in Restricted Subsidiaries that are not Guarantors so long as such Investment is part of a series of simultaneous Investments by Restricted Subsidiaries in other Restricted Subsidiaries that result in the proceeds of the initial Investment being invested in one or more Guarantors, (iv) constituting Lux Intercompany Loans, (v) in the Lux Borrower so long as the proceeds of Investments pursuant to this clause (v) are used to pay (x) interest on, or principal of, the Tranche B-1 Term Loans made to the Lux Borrower, (y) operating expenses of the Lux Borrower incurred in the ordinary course of business (including taxes) or (z) other customary corporate overhead costs and expenses of the Lux Borrower and (vi) in Restricted Subsidiaries that have provided a Guarantee (but are not Guarantors) in an aggregate amount not to exceed $10,000,000;

          (h) Investments constituting Permitted Acquisitions;

          (i) (i) Investments (including Investments in Minority Investments and Unrestricted Subsidiaries) and (ii) Investments in joint ventures or similar entities that do not constitute Restricted Subsidiaries, in each case, as valued at the fair market value of such Investment at the time each such Investment is made, (A) in an amount that, at the time such Investment is made, would not exceed the sum of (x) the Applicable Amount at such time plus (y) an amount equal to any repayments, interest, returns, profits, distributions, income and similar amounts actually received in cash in respect of any such Investment (which amount shall not exceed the amount of such Investment valued at the fair market value of such Investment at the time such Investment was made) and/or (B) in the case of clause (ii) only, in any amount that, at the time such Investment is made, would be permitted to be expended as a Capital Expenditure under Section 10.10, to the extent that (x) such joint venture owns an interest in assets the addition of which would have been a Capital Expenditure if acquired or constructed, and owned, directly by the Company or a Restricted Subsidiary, and (y) the ability of the Company and/or one or more Restricted Subsidiaries to receive cash flows attributable to its interest therein substantially as they would if they directly owned such asset or portion thereof is not prohibited by contract, applicable law or otherwise;

          (j) Investments constituting non-cash proceeds of sales, transfers and other dispositions of assets to the extent permitted by Section 10.4(b) or (c);

          (k) Investments made to repurchase or retire Stock of Holdings or the Company owned by any employee stock ownership plan or key employee stock ownership plan of Holdings or the Company;

          (l) Investments permitted under Section 10.6; and

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          (m) loans and advance to Holdings (or any direct or indirect parent thereof) in lieu of, and not in excess of the amount of, dividends to the extent permitted to be made to Holdings (or such parent) in accordance with Section 10.6.

          10.6 Limitation on Dividends. Neither Holdings, nor the Company will declare or pay any dividends (other than dividends payable solely in its Stock) or return any capital to its stockholders or make any other distribution, payment or delivery of property or cash to its stockholders as such, or redeem, retire, purchase or otherwise acquire, directly or indirectly, for consideration, any shares of any class of its Stock or Stock Equivalents or the Stock or Stock Equivalents of any direct or indirect parent now or hereafter outstanding, or set aside any funds for any of the foregoing purposes, or permit any of the Restricted Subsidiaries to purchase or otherwise acquire for consideration (other than in connection with an Investment permitted by Section 10.5) any Stock or Stock Equivalents of any Borrower, now or hereafter outstanding (all of the foregoing “dividends”), provided that, so long as no Default or Event of Default exists or would exist after giving effect thereto:

          (a) Holdings or the Company may redeem in whole or in part any of its Stock or Stock Equivalents for another class of its Stock or Stock Equivalents or with proceeds from substantially concurrent equity contributions or issuances of new Stock or Stock Equivalents, provided that such new Stock or Stock Equivalents contain terms and provisions at least as advantageous to the Lenders in all respects material to their interests as those contained in the Stock or Stock Equivalents redeemed thereby;

          (b) Holdings or the Company may (or may make dividends to permit any direct or indirect parent thereof to) repurchase shares of its (or such parent’s) Stock or Stock Equivalents held by officers, directors and employees of Holdings and its Subsidiaries, so long as such repurchase is pursuant to, and in accordance with the terms of, management and/or employee stock plans, stock subscription agreements or shareholder agreements;

          (c) (i) the Company may pay dividends to Holdings and (ii) Holdings may pay dividends, up to an amount equal to the proceeds of the Tranche B-2 Term Loans, provided that all of the conditions set forth in Section 7.3 are satisfied;

          (d) (i) the Company may pay dividends on the Stock or Stock Equivalents of the Company to Holdings and (ii) Holdings may pay cash dividends up to an amount equal to the Net Cash Proceeds of any Designated Assets Sale and non-cash dividends with any non-cash proceeds of any Designated Assets Sale in the same form received, in each case, if (x) the Consolidated Total Senior Secured Debt to Adjusted EBITDA Ratio for the Test Period last ended, determined on a pro forma basis after giving effect to such Designated Asset Sale and the payment of such dividends, is less than or equal to the Consolidated Total Senior Secured Debt to Adjusted EBITDA Ratio for the Test Period last ended prior to the consummation of such Designated Asset Sale, (y) the Consolidated Total Senior Secured Debt to Adjusted EBITDA Ratio for the Test Period last ended, determined on a pro forma basis after giving effect to such Designated

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Asset Sale and payment of such dividends, is less than or equal to 1.50 to 1.00 and (z) prior to the payment of such dividends, at least $250,000,000 of the principal amount of the Term Loans shall have been repaid in cash pursuant to the terms hereof;

          (e) (i) the Company may pay dividends on the Stock or Stock Equivalents of the Company to Holdings and (ii) Holdings may pay dividends, provided that the amount of any such dividends pursuant to this clause (e) shall not exceed an amount equal to the Applicable Amount at such time;

          (f) the Company and its Restricted Subsidiaries may pay dividends to Holdings:

     (i) the proceeds of which will be used to pay (or to make dividends to allow any direct or indirect parent of Holdings to pay) the tax liability to each relevant jurisdiction in respect of consolidated, combined, unitary or affiliated returns for the relevant jurisdiction of Holdings (or such parent) attributable to Holdings, the Company or its Subsidiaries determined as if the Company and its Subsidiaries filed separately;

     (ii) the proceeds of which shall be used by Holdings to pay (or to make dividends to allow any direct or indirect parent of Holdings to pay) (A) its operating expenses incurred in the ordinary course of business and other corporate overhead costs and expenses (including administrative, legal, accounting and similar expenses provided by third parties), which are reasonable and customary and incurred in the ordinary course of business, in an aggregate amount not to exceed $3,000,000 in any fiscal year of the Company plus any reasonable and customary indemnification claims made by directors or officers of Holdings (or any parent thereof) attributable to the ownership or operations of the Company and its Subsidiaries or (B) fees and expenses otherwise (x) due and payable by the Company or any of its Subsidiaries and (y) permitted to be paid by the Company or such Subsidiary under this Agreement;

     (iii) the proceeds of which shall be used by Holdings to pay franchise taxes and other fees, taxes and expenses required to maintain its (or any of its direct or indirect parents’) corporate existence; and

     (iv) to finance any Investment permitted to be made pursuant to Section 10.5; provided that (A) such dividend shall be made substantially concurrently with the closing of such Investment and (B) Holdings shall, immediately following the closing thereof, cause (1) all property acquired (whether assets, Stock or Stock Equivalents) to be contributed to the Company or its Restricted Subsidiaries or (2) the merger (to the extent permitted in Section 10.5) of the Person formed or acquired into the Company or its Restricted Subsidiaries in order to consummate such Permitted Acquisition;

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          and

          (g) (i) the Company may pay to Holdings and (ii) Holdings may pay cash dividends, after the fifth anniversary of the Closing Date solely for the purpose of paying scheduled interest payments with respect to Indebtedness of Holdings, so long as the Company shall be in compliance, on a pro forma basis after giving effect to the payment of such dividends, with the covenant set forth in Section 10.9, as such covenant is recomputed as at the last day of the most recently ended Test Period under such Section as if the payment of such cash dividends had occurred on the first day of such Test Period.

          10.7 Limitations on Debt Payments and Amendments. (a) Neither Holdings, nor the Company will, nor will they permit any Restricted Subsidiary to, prepay, repurchase or redeem or otherwise defease any Subordinated Indebtedness; provided that so long as no Default or Event of Default shall have occurred and be continuing at the date of such prepayment, repurchase, redemption or other defeasance or would result therefrom, Holdings, the Company or any Restricted Subsidiary may prepay, repurchase or redeem Subordinated Indebtedness (i) for an aggregate price not in excess of the Applicable Amount at such time of such prepayment, repurchase or redemption, (ii) in an amount equal to the Net Cash Proceeds of any Designated Assets Sale or the Net Cash Proceeds of the Disposition of any non-cash proceeds of any Designated Asset Sale received by the Company or a Restricted Subsidiary within 15 months of such Designated Asset Sale if (A) the Consolidated Total Senior Secured Debt to Adjusted EBITDA Ratio for the Test Period last ended, determined on a pro forma basis after giving effect to such Designated Asset Sale and such prepayment, repurchase, redemption or other defeasance, is less than or equal to the Consolidated Total Senior Secured Debt to Adjusted EBITDA Ratio for the Test Period last ended prior to the consummation of such Designated Asset Sale, (B) the Consolidated Total Senior Secured Debt to Adjusted EBITDA Ratio for the Test Period last ended, determined on a pro forma basis after giving effect to such Designated Asset Sale and such prepayment, repurchase, redemption or other defeasance, is less than or equal to 1.50 to 1.00 and (C) prior to such prepayment, repurchase, redemption or other defeasance, at least $250,000,000 of the principal amount of the Term Loans shall have been repaid, or (iii) with the proceeds of Subordinated Indebtedness that (A) is permitted by Section 10.1 (other than Section 10.1(A)(o)) and (B) has terms material to the interests of the Lenders not materially less advantageous to the Lenders than those of such Subordinated Indebtedness being refinanced.

          (b) Neither Holdings, nor any Borrower will waive, amend, modify, terminate or release any Subordinated Indebtedness to the extent that any such waiver, amendment, modification, termination or release would be adverse to the Lenders in any material respect.

          10.8 Limitations on Sale Leasebacks. Neither Holdings, nor the Company will, nor will they permit any of the Restricted Subsidiaries to, enter into or effect any Sale Leasebacks, other than Permitted Sale Leasebacks.

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          10.9 Consolidated Total Senior Secured Debt to Adjusted EBITDA Ratio. Neither Holdings, nor the Company will permit the Consolidated Total Senior Secured Debt to Adjusted EBITDA Ratio for any Test Period ending during any period set forth below to be greater than the ratio set forth below opposite such period:

Period	Ratio
November 1, 2006 to January 31, 2007	4.00 to 1.00
February 1, 2007 to April 30, 2007	4.00 to 1.00
May 1, 2007 to July 31, 2007	4.00 to 1.00
August 1, 2007 to October 31, 2007	4.00 to 1.00
November 1, 2007 to January 31, 2008	4.00 to 1.00
February 1, 2008 to April 30, 2008	4.00 to 1.00
May 1, 2008 to July 31, 2008	4.00 to 1.00
August 1, 2008 to October 31, 2008	4.00 to 1.00
November 1, 2008 to January 31, 2009	4.00 to 1.00
February 1, 2009 to April 30, 2009	4.00 to 1.00
May 1, 2009 to July 31, 2009	4.00 to 1.00
August 1, 2009 to October 31, 2009	4.00 to 1.00
November 1, 2009 to January 31, 2010	4.00 to 1.00
February 1, 2010 to April 30, 2010	3.75 to 1.00
May 1, 2010 to July 31, 2010	3.75 to 1.00
August 1, 2010 to October 31, 2010	3.75 to 1.00
November 1, 2010 to January 31, 2011	3.75 to 1.00
February 1, 2011 to April 30, 2011	3.50 to 1.00
May 1, 2011 to July 31, 2011	3.50 to 1.00
August 1, 2011 to October 31, 2011	3.50 to 1.00
November 1, 2011 to January 31, 2012	3.50 to 1.00
February 1, 2012 to April 30, 2012	3.25 to 1.00
May 1, 2012 and thereafter	3.25 to 1.00

          10.10 Capital Expenditures.

          (a) Neither Holdings, nor the Company will, nor will they permit any of the Restricted Subsidiaries to, make any Capital Expenditures (other than Permitted Acquisitions that constitute Capital Expenditures), that would cause the aggregate amount of such Capital Expenditures made by the Company and the Restricted Subsidiaries in any fiscal year of the Company to exceed $75,000,000 (such amount, together with the carry-forward amount (as defined clause (b) below) for such fiscal year, the “Permitted Capital Expenditure Amount”).

          (b) To the extent that Capital Expenditures (other than Permitted Acquisitions that constitute Capital Expenditures) made by the Company and the Restricted Subsidiaries during any fiscal year are less than the Permitted Capital Expenditure Amount for such fiscal year, 100% of such unused amount (each such amount, a “carry-forward amount”) may be carried forward to the immediately succeeding

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fiscal year and utilized to make such Capital Expenditures in such immediately succeeding fiscal year; provided that no carry-forward amount may be carried forward beyond the first fiscal year immediately succeeding the fiscal year in which it arose.

          Notwithstanding the foregoing, the Permitted Capital Expenditure Amount for any fiscal year shall be reduced at the time of and in the amount of any Investment made pursuant to clause (B) of Section 10.5(i) during such fiscal year.

          10.11 Changes in Business. (a) The Company and the Subsidiaries, taken as a whole, will not fundamentally and substantively alter the character of their business, taken as a whole, from the business conducted by the Company and the Subsidiaries, taken as a whole, on the Closing Date and other business activities incidental or related to any of the foregoing.

          10.12 Limitation on Activities of Holdings. Notwithstanding anything to the contrary in this Agreement or any other Credit Document, Holdings shall not (a) conduct, transact or otherwise engage in, or commit to conduct, transact or otherwise engage in, any business or operations other than those incidental to its ownership of the Stock and Stock Equivalents of the Company, the performance of the Acquisition Agreement and the other agreements contemplated by the Acquisition Agreement, any public offering of its Stock and any transaction that Holdings is permitted to enter into or consummate under this Section 10, (b) incur, create, assume or suffer to exist any Lien or Indebtedness or other liabilities or financial obligations (other than those described in clause (a) above), except (i) nonconsensual obligations imposed by operation of law, (ii) pursuant to the Credit Documents to which it is a party and the Senior Notes Indenture (iii) obligations with respect to its Stock and Stock Equivalents, (iv) any Qualified PIK Securities or (v) any Indebtedness permitted to be incurred by Holdings pursuant to Sections 10.1(A) (a), (b), (d), (e), (h), (i), (j), (k), (l), (n) (on an unsecured basis) and (o), or (c) own, lease manage or otherwise operate any properties or assets (including cash (other than cash received in connection with dividends made by the Company in accordance with Section 10.6 pending application in the manner contemplated by said Section) and cash equivalents) other than the ownership of Stock or Stock Equivalents of the Company

          10.13 Limitation on Activities of the Lux Borrower. Notwithstanding anything to the contrary in this Agreement or any other Credit Document, the Lux Borrower shall not (a) conduct, transact or otherwise engage in, or commit to conduct, transact or otherwise engage in, any business or operations other than those incidental to the performance of its obligations under this Agreement or any other Credit Document, the making of the Lux Intercompany Loans and the maintenance of its corporate existence, (b) incur, create, assume or suffer to exist any Lien or Indebtedness or other liabilities or financial obligations (other than those described in clause (a) above), except (i) nonconsensual obligations imposed by operation of law and (ii) operating expenses incurred in the ordinary course of business and other customary corporate overhead costs and expenses, or (c) own, lease manage or otherwise operate any properties or assets (including cash (other than cash received in connection with Investments made to it in

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accordance with Section 10.5(g) pending application in the manner contemplated by said Section or cash received by it under the Lux Intercompany Loans pending application in the manner provided in Section 10.5(g)) and cash equivalents) other than the Lux Intercompany Loans.

          SECTION 11. Events of Default.

          Upon the occurrence of any of the following specified events (each an “Event of Default”):

          11.1 Payments. Any Borrower shall (a) default in the payment when due of any principal of the Loans or (b) default, and such default shall continue for five or more days, in the payment when due of any interest or stamping fees on the Loans or any Fees or any Unpaid Drawings or of any other amounts owing hereunder or under any other Credit Document; or

          11.2 Representations, etc. Any representation, warranty or statement made or deemed made by any Credit Party herein or in any Security Document or any certificate delivered or required to be delivered pursuant hereto or thereto shall prove to be untrue in any material respect on the date as of which made or deemed made; or

          11.3 Covenants. Any Credit Party shall:

          (a) default in the due performance or observance by it of any term, covenant or agreement contained in Section 9.1(e) or Section 10; or

          (b) default in the due performance or observance by it of any term, covenant or agreement (other than those referred to in Section 11.1 or 11.2 or clause (a) of this Section 11.3) contained in this Agreement, any Security Document or the Fee Letter dated August 14, 2005 between the Parent and the Agents and such default shall continue unremedied for a period of at least 30 days after receipt of written notice by the Company from the Administrative Agents or the Required Lenders; or

          11.4 Default Under Other Agreements. (a) Any of Holdings, the Company or any of the Restricted Subsidiaries shall (i) default in any payment with respect to any Indebtedness (other than the Obligations) in excess of $35,000,000 in the aggregate, for Holdings, the Company and such Restricted Subsidiaries, beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created or (ii) default in the observance or performance of any agreement or condition relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist (other than, with respect to Indebtedness consisting of any Hedge Agreements, termination events or equivalent events pursuant to the terms of such Hedge Agreements), the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, any such Indebtedness to become due prior to its stated

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maturity; or (b) without limiting the provisions of clause (a) above, any such Indebtedness shall be declared to be due and payable, or required to be prepaid other than by a regularly scheduled required prepayment or as a mandatory prepayment (and, with respect to Indebtedness consisting of any Hedge Agreements, other than due to a termination event or equivalent event pursuant to the terms of such Hedge Agreements), prior to the stated maturity thereof; or

          11.5 Bankruptcy. Any of Holdings, any Borrower or any Specified Subsidiary shall commence a voluntary case, proceeding or action concerning itself under (a) Title 11 of the United States Code entitled “Bankruptcy,” or (b) in the case of any Non-U.S. Subsidiary that is a Specified Subsidiary, any domestic or foreign law relating to bankruptcy, judicial management, insolvency reorganization or relief of debtors legislation of its jurisdiction of incorporation, in each case as now or hereafter in effect, or any successor thereto (collectively, the “Bankruptcy Code”); or an involuntary case, proceeding or action is commenced against any of Holdings, any Borrower or any Specified Subsidiary and the petition is not controverted within 10 days after commencement of the case, proceeding or action; or an involuntary case, proceeding or action is commenced against any of Holdings, any Borrower or any Specified Subsidiary and the petition is not dismissed within 60 days after commencement of the case, proceeding or action; or a custodian (as defined in the Bankruptcy Code) judicial manager, receiver, receiver manager, trustee or similar person is appointed for, or takes charge of, all or substantially all of the property of any of Holdings, any Borrower or any Specified Subsidiary; or any of Holdings, any Borrower or any Specified Subsidiary commences any other proceeding or action under any reorganization, arrangement, judicial management, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or similar law of any jurisdiction whether now or hereafter in effect relating to any of Holdings, any Borrower or any Specified Subsidiary; or there is commenced against any of Holdings, any Borrower or any Specified Subsidiary any such proceeding or action that remains undismissed for a period of 60 days; or any of Holdings, any Borrower or any Specified Subsidiary is adjudicated insolvent or bankrupt; or any order of relief or other order approving any such case or proceeding or action is entered; or any of Holdings, any Borrower or any Specified Subsidiary suffers any appointment of any custodian, judicial manager, receiver, receiver manager, trustee or the like for it or any substantial part of its property to continue undischarged or unstayed for a period of 60 days; or any of Holdings, any Borrower or any Specified Subsidiary makes a general assignment for the benefit of creditors; or any corporate action is taken by any of Holdings, any Borrower or any Specified Subsidiary for the purpose of effecting any of the foregoing; or

          11.6 ERISA. (a) Any Plan shall fail to satisfy the minimum funding standard required for any plan year or part thereof or a waiver of such standard or extension of any amortization period is sought or granted under Section 412 of the Code; any Plan is or shall have been terminated or is the subject of termination proceedings under ERISA (including the giving of written notice thereof); an event shall have occurred or a condition shall exist in either case entitling the PBGC to terminate any Plan

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or to appoint a trustee to administer any Plan (including the giving of written notice thereof); any Plan shall have an accumulated funding deficiency (whether or not waived); any of Holdings, any Borrower or any Subsidiary or any ERISA Affiliate has incurred or is likely to incur a liability to or on account of a Plan under Section 409, 502(i), 502(l), 515, 4062, 4063, 4064, 4069, 4201 or 4204 of ERISA or Section 4971 or 4975 of the Code (including the giving of written notice thereof); (b) there could result from any event or events set forth in clause (a) of this Section 11.6 the imposition of a lien, the granting of a security interest, or a liability, or the reasonable likelihood of incurring a lien, security interest or liability; and (c) such lien, security interest or liability will or would be reasonably likely to have a Material Adverse Effect; or

          11.7 Guarantee. Any Guarantee provided by Holdings, the Company or any Material Subsidiary or any material provision thereof shall cease to be in full force or effect or any such Guarantor thereunder or any Credit Party shall deny or disaffirm in writing any such Guarantor’s obligations under any such Guarantee (or any of the foregoing shall occur with respect to a Guarantee provided by a Subsidiary that is not a Material Subsidiary and shall continue unremedied for a period of at least 30 days after receipt of written notice by the Company from any Administrative Agent, the Collateral Agent or the Required Lenders); or

          11.8 Pledge Agreements. Any Pledge Agreement pursuant to which the Stock or Stock Equivalents of the Company or any Material Subsidiary is pledged or any material provision thereof shall cease to be in full force or effect (other than pursuant to the terms hereof or thereof or as a result of acts or omissions of the Collateral Agent or any Lender) or any pledgor thereunder or any Credit Party shall deny or disaffirm in writing any pledgor’s obligations under any such Pledge Agreement(or any of the foregoing shall occur with respect to a pledge of the Stock or Stock Equivalents of a Subsidiary that is not a Material Subsidiary and shall continue unremedied for a period of at least 30 days after receipt of written notice by the Company from any Administrative Agent, the Collateral Agent or the Required Lenders); or

          11.9 Security Agreement. Any Security Agreement pursuant to which the assets of Holdings, the Company or any Material Subsidiary are pledged as Collateral or any material provision thereof shall cease to be in full force or effect (other than pursuant to the terms hereof or thereof or as a result of acts or omissions of the Collateral Agent or any Lender) or any grantor thereunder or any Credit Party shall deny or disaffirm in writing any grantor’s obligations under any such Security Agreement(or any of the foregoing shall occur with respect to Collateral provided by a Subsidiary that is not a Material Subsidiary and shall continue unremedied for a period of at least 30 days after receipt of written notice by the Company from any Administrative Agent, the Collateral Agent or the Required Lenders); or

          11.10 Mortgages. Any Mortgage or any material provision of any Mortgage relating to any material portion of the Collateral shall cease to be in full force or effect (other than pursuant to the terms hereof or thereof or as a result of acts or omissions of the Collateral Agent or any Lender) or any mortgagor thereunder or any

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Credit Party shall deny or disaffirm in writing any mortgagor’s obligations under any Mortgage; or

          11.11 Judgments. One or more judgments or decrees shall be entered against Holdings, the Company or any of the Restricted Subsidiaries involving a liability of $35,000,000 or more in the aggregate for all such judgments and decrees for Holdings, the Company and the Restricted Subsidiaries (to the extent not paid or fully covered by insurance provided by a carrier not disputing coverage) and any such judgments or decrees shall not have been satisfied, vacated, discharged or stayed or bonded pending appeal within 60 days from the entry thereof; or

          11.12 Change of Control. A Change of Control shall occur;

then, and in any such event, and at any time thereafter, if any Event of Default shall then be continuing, the Administrative Agents shall, upon the written request of the Required Lenders, by written notice to the Company, take any or all of the following actions, without prejudice to the rights of any Administrative Agent or any Lender to enforce its claims against any Borrower, except as otherwise specifically provided for in this Agreement (provided that, if an Event of Default specified in Section 11.5 shall occur with respect to any of Holdings, any Borrower or any Specified Subsidiary, the result that would occur upon the giving of written notice by any Administrative Agent as specified in clauses (i), (ii) and (iv) below shall occur automatically without the giving of any such notice): (i) declare the Total Revolving Credit Commitment terminated, whereupon the Commitments and Swingline Commitment, if any, of each Lender or the Swingline Lender, as the case may be, shall forthwith terminate immediately and any Fees theretofore accrued shall forthwith become due and payable without any other notice of any kind; (ii) declare the principal of and any accrued interest and fees in respect of all Loans and all Obligations owing hereunder and thereunder to be, whereupon the same shall become, forthwith due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by Holdings and each Borrower; (iii) terminate any Letter of Credit that may be terminated in accordance with its terms; and/or (iv) direct any Borrower to pay (and each Borrower agrees that upon receipt of such notice, or upon the occurrence of an Event of Default specified in Section 11.5 with respect to any of Holdings, any Borrower or any Specified Subsidiary, it will pay) to the Asian Administrative Agent at its Administrative Agent’s Office such additional amounts of cash, to be held as security for the Borrowers’ respective reimbursement obligations for Drawings that may subsequently occur thereunder, equal to the aggregate Stated Amount of all Letters of Credit issued and then outstanding.

          11.13 Investors’ Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 11.3(a), in the event that the Company fails to comply with the requirement of the covenant set forth in Section 10.9, until the expiration of the tenth day after the date on which Section 9.1 Financials with respect to the Test Period in which the covenant set forth in Section 10.9 is being measured are required to be delivered pursuant to Section 9.1, any of the Investors shall have the right to make a direct or indirect equity investment in the Company or any Restricted Subsidiary in cash

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(the “Cure Right”), and upon the receipt by such Person of Net Cash Proceeds pursuant to the exercise of the Cure Right (including through the capital contribution of any such Net Cash Proceeds to such person, the “Cure Amount”), the covenant set forth in Section 10.9 shall be recalculated, giving effect to a pro forma increase to Consolidated EBITDA for such Test Period in an amount equal to such Net Cash Proceeds; provided that such pro forma adjustment to Consolidated EBITDA shall be given solely for the purpose of determining the existence of a Default or an Event of Default under the covenant set forth in Section 10.9 with respect to any Test Period that includes the fiscal quarter for which such Cure Right was exercised and not for any other purpose under any Credit Document.

          (b) If, after the exercise of the Cure Right and the recalculations pursuant to clause (a) above, the Company shall then be in compliance with the requirements of the covenant set forth in Section 10.9 during such Test Period (including for purposes of Section 7.1), the Company shall be deemed to have satisfied the requirements the covenant set forth in Section 10.9 as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable Default or Event of Default under Section 11.3 that had occurred shall be deemed cured; provided that (i) in each Test Period there shall be at least one fiscal quarter in which no Cure Right is exercised and (ii) with respect to any exercise of the Cure Right, the Cure Amount shall be no greater than the amount required to cause the Company to be in compliance with the covenant set forth in Section 10.9.

          SECTION 12. The Agents.

          12.1 Appointment. (a) Each Tranche B-1 Term Loan Lender hereby irrevocably designates and appoints the Tranche B-1 Term Loan Administrative Agent as the agent of such Tranche B-1 Term Loan Lender under this Agreement and the other Credit Documents, and each such Tranche B-1 Term Loan Lender irrevocably authorizes the Tranche B-1 Term Loan Administrative Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Tranche B-1 Term Loan Administrative Agent by the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Tranche B-1 Term Loan Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Document or otherwise exist against the Tranche B-1 Term Loan Administrative Agent.

          (b) Each Revolving Credit Lender and each Tranche B-2 Term Loan Lender hereby irrevocably designates and appoints the Asian Administrative Agent as the agent of such Lender under this Agreement and the other Credit Documents, and each such Revolving Credit Lender and each Tranche B-2 Term Loan Lender irrevocably

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authorizes the Asian Administrative Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Asian Administrative Agent by the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Asian Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Document or otherwise exist against the Asian Administrative Agent.

          (c) Each Administrative Agent, each Lender, each Swingline Lender and the Letter of Credit Issuer hereby irrevocably designates and appoints the Collateral Agent as the agent of such Administrative Agent, Lender, Swingline Lender and Letter of Credit Issuer under this Agreement and the other Credit Documents, and each such Administrative Agent, Lender, Swingline Lender and Letter of Credit Issuer irrevocably authorizes the Collateral Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Collateral Agent by the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Collateral Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Administrative Agent, Lender, Swingline Lender or Letter of Credit Issuer, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Document or otherwise exist against the Collateral Agent. Each of the Syndication Agent and the Documentation Agent, each in its capacity as such, shall not have any obligations, duties or responsibilities under this Agreement but shall be entitled to all benefits of this Section 12.

          (d) Each of the Syndication Agent and the Documentation Agent, each in its capacity as such, shall not have any obligations, duties or responsibilities under this Agreement but shall be entitled to all benefits of this Section 12.

          12.2 Delegation of Duties. Each Agent may execute any of its duties under this Agreement and the other Credit Documents by or through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. No Agent shall be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by it with reasonable care.

          12.3 Exculpatory Provisions. Neither any Administrative Agent nor the Collateral Agent nor any of their respective officers, directors, employees, agents, attorneys-in-fact or Affiliates shall be (a) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any other Credit Document (except for its or such Person’s own gross negligence or willful

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misconduct) or (b) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by any of Holdings, any Borrower, any Guarantor, any other Credit Party or any officer thereof contained in this Agreement or any other Credit Document or in any certificate, report, statement or other document referred to or provided for in, or received by such Administrative Agent or the Collateral Agent under or in connection with, this Agreement or any other Credit Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Credit Document or for any failure of any of Holdings, any Borrower, any Guarantor or any other Credit Party to perform its obligations hereunder or thereunder. No Administrative Agent shall be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Credit Document, or to inspect the properties, books or records of any Credit Party. The Collateral Agent shall not be under any obligation to any Administrative Agent, any Lender, any Swingline Lender or the Letter of Credit Issuer to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Credit Document, or to inspect the properties, books or records of any Credit Party.

          12.4 Reliance by Agents. Each Administrative Agent and the Collateral Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, resolution, notice, consent, certificate, affidavit, letter, telecopy, telex or teletype message, statement, order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel (including counsel to the Borrowers), independent accountants and other experts selected by such Administrative Agent or Collateral Agent. Each Administrative Agent may deem and treat the Lender specified in the Register with respect to any amount owing hereunder as the owner thereof for all purposes unless a written notice of assignment, negotiation or transfer thereof shall have been filed with such Administrative Agent. Each Administrative Agent and the Collateral Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Credit Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action. Each Administrative Agent and the Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Credit Documents in accordance with a request of the Required Lenders, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Loans.

          12.5 Notice of Default. No Administrative Agent or the Collateral Agent shall be deemed to have knowledge or notice of the occurrence of any Default or Event of Default hereunder unless such Administrative Agent or the Collateral Agent has received notice from a Lender or a Borrower referring to this Agreement, describing such

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Default or Event of Default and stating that such notice is a “notice of default”. In the event that the Tranche B-1 Term Loan Administrative Agent receives such a notice, it shall give notice thereof to the Tranche B-1 Term Loan Lenders, the Asian Administrative Agent and the Collateral Agent. In the event that the Asian Administrative Agent receives such a notice, it shall give notice thereof to the Revolving Lenders, the Tranche B-2 Term Loan Lenders, the Tranche B-1 Term Loan Administrative Agent and the Collateral Agent. Each Administrative Agent shall take such action with respect to such Default or Event of Default as shall be reasonably directed by the Required Lenders, provided that unless and until such Administrative Agent shall have received such directions, the Tranche B-1 Term Loan Administrative Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable in the best interests of the Tranche B-1 Term Loan Lenders and the Asian Administrative Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable in the best interests of the Revolving Lenders and the Tranche B-2 Term Loan Lenders (in each case, except to the extent that this Agreement requires that such action be taken only with the approval of the Required Lenders or each of the Lenders, as applicable).

          12.6 Non-Reliance on Administrative Agents, Collateral Agent and Other Lenders. Each Lender expressly acknowledges that neither any Administrative Agent nor the Collateral Agent nor any of their respective officers, directors, employees, agents, attorneys-in-fact or Affiliates has made any representations or warranties to it and that no act by any Administrative Agent or the Collateral Agent hereinafter taken, including any review of the affairs of Holdings, any Borrower, any Guarantor or any other Credit Party, shall be deemed to constitute any representation or warranty by such Administrative Agent or the Collateral Agent to any Lender Swingline Lender or the Letter of Credit Issuer. Each Lender Swingline Lender and Letter of Credit Issuer represents to each Administrative Agent and the Collateral Agent that it has, independently and without reliance upon any Administrative Agent, the Collateral Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, operations, property, financial and other condition and creditworthiness of Holdings, any Borrower, any Guarantor and any other Credit Party and made its own decision to make its Loans hereunder and enter into this Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative Agent, the Collateral Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Credit Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of Holdings, any Borrower, any Guarantor and any other Credit Party. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agents hereunder, neither any Administrative Agent nor the Collateral Agent shall have any duty or responsibility to provide any Lender with any credit or other information

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concerning the business, assets, operations, properties, financial condition, prospects or creditworthiness of Holdings, any Borrower, any Guarantor or any other Credit Party that may come into the possession of such Administrative Agent or the Collateral Agent any of their respective officers, directors, employees, agents, attorneys-in-fact or Affiliates.

          12.7 Indemnification. The Lenders agree to indemnify each Administrative Agent and the Collateral Agent, each in its capacity as such (to the extent not reimbursed by the Borrowers and without limiting the obligation of the Borrowers to do so), ratably according to their respective portions of the Total Credit Exposure in effect on the date on which indemnification is sought (or, if indemnification is sought after the date upon which the Commitments shall have terminated and the Loans shall have been paid in full, ratably in accordance with their respective portions of the Total Credit Exposure in effect immediately prior to such date), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever that may at any time (including at any time following the payment of the Loans) be imposed on, incurred by or asserted against any Administrative Agent or the Collateral Agent in any way relating to or arising out of, the Commitments, this Agreement, any of the other Credit Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by such Administrative Agent or the Collateral Agent under or in connection with any of the foregoing, provided that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such Administrative Agent’s or the Collateral Agent’s gross negligence or willful misconduct. The agreements in this Section 12.7 shall survive the payment of the Loans and all other amounts payable hereunder.

          12.8 Administrative Agent in its Individual Capacity. Each Administrative Agent and its Affiliates may make loans to, accept deposits from and generally engage in any kind of business with Holdings, any Borrower, any Guarantor, and any other Credit Party as though such Administrative Agent were not the Administrative Agent hereunder and under the other Credit Documents. With respect to the Loans made by it, each Administrative Agent shall have the same rights and powers under this Agreement and the other Credit Documents as any Lender and may exercise the same as though it were not the Administrative Agent, and the terms “Lender” and “Lenders” shall include each Administrative Agent in its individual capacity.

          12.9 Successor Agents. Each Administrative Agent may resign as Administrative Agent and the Collateral Agent may resign as Collateral Agent upon 20 days’ prior written notice to the Lenders and the Company. If any Administrative Agent shall resign as Administrative Agent or the Collateral Agent shall resign as Collateral Agent under this Agreement and the other Credit Documents, then the Required Lenders shall (a) if such resigning Administrative Agent is the Tranche B-1 Term Loan Administrative Agent, appoint from among the Tranche B-1 Term Loan Lenders a successor agent for the Tranche B-1 Term Loan Lenders, (b) if such resigning Administrative Agent is the Asian Administrative Agent, appoint from among the

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Revolving Lenders and the Tranche A-2 Term Loan Lenders a successor agent for the Revolving Lenders and Tranche B-2 Term Loan Lenders or (c) if the Collateral Agent shall resign, appoint from among the Lenders a successor Collateral Agent, which successor agent in each case, shall be approved by the Company (which approval shall not be unreasonably withheld) so long as no Default or Event of Default is continuing, whereupon such successor agent shall succeed to the rights, powers and duties of the Tranche B-1 Term Loan Administrative Agent, Asian Agent or the Collateral Agent, as the case may be, and the term “Tranche B-1 Term Loan Administrative Agent”, “Asian Administrative Agent” or “Collateral Agent”, as the case may be, shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s or Collateral Agent’s rights, powers and duties as Administrative Agent or Collateral Agent, as the case may be, shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or Collateral Agent, as the case may be, or any of the parties to this Agreement or any holders of the Loans. After any retiring Administrative Agent’s or Collateral Agent’s resignation as Administrative Agent or Collateral Agent, as the case may be, the provisions of this Section 12 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent or Collateral Agent under this Agreement and the other Credit Documents.

          12.10 Withholding Tax. To the extent required by any applicable law, any Administrative Agent may withhold from any interest payment to any Lender an amount equivalent to any applicable withholding tax. If the Internal Revenue Service or any authority of the United States or other jurisdiction asserts a claim that such Administrative Agent did not properly withhold tax from amounts paid to or for the account of any Lender (because the appropriate form was not delivered, was not properly executed, or because such Lender failed to notify such Administrative Agent of a change in circumstances which rendered the exemption from, or reduction of, withholding tax ineffective, or for any other reason), such Lender shall indemnify such Administrative Agent (to the extent that such Administrative Agent has not already been reimbursed by the Borrowers and without limiting the obligation of the Borrowers to do so) fully for all amounts paid, directly or indirectly, by such Administrative Agent as tax or otherwise, including penalties and interest, together with all expenses incurred, including legal expenses, allocated staff costs and any out of pocket expenses.

          12.11 Security Documents.

          (a) Japanese Security Documents. (i) each Administrative Agent, each Lender, each Swingline Lender and the Letter of Credit Issuer irrevocably appoints the Collateral Agent to be its attorney and in its name, on its behalf to execute, deliver and perfect all documents and do all things which the Collateral Agent may, in its absolute discretion, consider necessary or desirable in connection with any Japanese Security Documents; (ii) at the Collateral Agent’s request, each Administrative Agent, each Lender, each Swingline Lender and the Letter of Credit Issuer shall ratify and confirm all things done and all Japanese Security Documents executed by the Collateral Agent and further confirm that it accepts the terms of such Japanese Security Document; (iii) the Secured Parties will procure the enforcement of the Japanese Security Documents only at

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the request of the Collateral Agent; (iv) in relation to the manner of enforcement (apart from the decision or right to commence an enforcement, which shall be in accordance with the other provisions hereof) of the Japanese Security Documents, the Secured Parties will always act on the directions of the Collateral Agent; and (v) all amounts received by a Secured Party pursuant to any enforcement of the Japanese Security Documents shall be immediately paid to the Collateral Agent for application in accordance with the terms of the relevant Japanese Security Document save that any Secured Party instructed by the Collateral Agent to enforce any Japanese Security Document in accordance with this clause (v) shall be entitled to deduct from the proceeds of each enforcement its costs, charges and expenses incurred in connection with such enforcement prior to paying the proceeds of such enforcement to the Collateral Agent in accordance with the terms of the relevant Japanese Security Document.

          (b) Malaysian Security Agency Agreement. Each Lender hereby agrees with each other Person who is or who becomes a party to the Malaysian Security Agency Agreement that it will be bound by the Malaysian Security Agreement as a Secured Party.

          SECTION 13. Miscellaneous.

          13.1 Amendments and Waivers. Neither this Agreement nor any other Credit Document, nor any terms hereof or thereof may be amended, supplemented or modified except in accordance with the provisions of this Section 13.1. The Required Lenders may, or, with the written consent of the Required Lenders, the Administrative Agents may, from time to time, (a) enter into with the relevant Credit Party or Credit Parties written amendments, supplements or modifications hereto and to the other Credit Documents for the purpose of adding any provisions to this Agreement or the other Credit Documents or changing in any manner the rights of the Lenders or of the Credit Parties hereunder or thereunder or (b) waive, on such terms and conditions as the Required Lenders or the Administrative Agents, as the case may be, may specify in such instrument, any of the requirements of this Agreement or the other Credit Documents or any Default or Event of Default and its consequences; provided that no such waiver and no such amendment, supplement or modification shall directly (i) forgive or reduce any portion of any Loan or extend the final scheduled maturity date of any Loan or reduce the stated rate, or forgive any portion, or extend the date for the payment, of any interest or fee payable hereunder (other than as a result of waiving the applicability of any post-default increase in interest rates), or extend the final expiration date of any Lender’s Commitment or extend the final expiration date of any Letter of Credit beyond the L/C Maturity Date, or increase the aggregate amount of the Commitments of any Lender, or amend or modify any provisions of Section 5.3(a) (with respect to the ratable allocation of any payments only) and 13.8(a), in each case without the written consent of each Lender directly and adversely affected thereby, or (ii) amend, modify or waive any provision of this Section 13.1 or reduce the percentages specified in the definitions of the terms “Required Lenders”, “Required Tranche B Term Loan Lenders” or consent to the assignment or transfer by any Borrower of its rights and obligations under any Credit Document to which it is a party (except as permitted pursuant to Section 10.3), in each

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case without the written consent of each Lender directly and adversely affected thereby, or (iii) amend, modify or waive any provision of Section 12 without the written consent of the then-current Administrative Agent, or (iv) amend, modify or waive any provision of Section 3 with respect to any Letter of Credit without the written consent of the Letter of Credit Issuer, or (v) amend, modify or waive any provisions hereof relating to Multi-Currency Swingline Loans without the written consent of the Multi-Currency Swingline Lender, or (vi) amend, modify or waive any provisions hereof relating to Malaysian Swingline Loans without the written consent of the Malaysian Swingline Lender, or (vii) change any Revolving Credit Commitment to a Term Loan Commitment, or change any Term Loan Commitment to a Revolving Credit Commitment, in each case without the prior written consent of each Lender directly and adversely affected thereby, or (viii) release all or substantially all of the Guarantors under the Guarantee (except as expressly permitted by the Guarantee) or release all or substantially all of the Collateral under the Pledge Agreements, the Security Agreements and the Mortgages, in each case without the prior written consent of each Lender, or (ix) amend Section 2.9 so as to permit Interest Period intervals greater than six months without regard to availability to Lenders, without the written consent of each Lender directly and adversely affected thereby, or (x) decrease any Tranche B Repayment Amount, extend any scheduled Repayment Date or decrease the amount or allocation of any mandatory prepayment to be received by any Lender holding any Tranche B Term Loans, in each case without the written consent of the Required Tranche B Term Loan Lenders. Any such waiver and any such amendment, supplement or modification shall apply equally to each of the affected Lenders and shall be binding upon the Borrowers, such Lenders, the Administrative Agents and all future holders of the affected Loans. In the case of any waiver, the Borrowers, the Lenders and the Administrative Agents shall be restored to their former positions and rights hereunder and under the other Credit Documents, and any Default or Event of Default waived shall be deemed to be cured and not continuing, it being understood that no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereon.

          13.2 Notices. Except as set forth in Section 13.20, all notices, requests and demands to or upon the respective parties hereto to be effective shall be in writing (including by facsimile or electronic mail), and, unless otherwise expressly provided herein, shall be deemed to have been duly given or made when delivered, or three days after being deposited in the mail, postage prepaid, or, in the case of telecopy or electronic mail notice, when received, addressed as follows in the case of the Borrowers and the Administrative Agent, and as set forth on Schedule 1.1(c) in the case of the other parties hereto, or to such other address as may be hereafter notified by the respective parties hereto:

Any Credit Party:	c/o Avago Technologies Finance Pte. Ltd.
	350 W. Trimble Rd.
	San Jose, California 95123
	Attention: Mercedes Johnson, Chief Financial Officer
	Fax: 408-435-4133

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	Email: mercedes_johnson@non.agilent.com
	with a copy to:
	Kohlberg Kravis Roberts & Co., L.P.
	9 West 57th Street
	Suite 4200
	New York, New York 10019
	Attention: Simon Brown
	Fax: 212-750-0003
	Email: brows@kkr.com
The Tranche B-1 Administrative
Agent or the Collateral Agent:	Citicorp North America, Inc.
	Global Loans Support Services
	2 Penns Way, Suite 110
	New Castle, Delaware 19720
	Attention: Lisa Rodrigues
	Fax: 212-994-0961
	Email: lisa.m1.rodrigues@citigroup.com
The Asian Administrative Agent:	Citicorp International Limited
	13/F, Two Harbourfront
	22 Tak Fung Street
	Hunghom, Kowloon,
	Hong Kong
	Attention: Loan Agency
	Fax:
	Email:

provided that any notice, request or demand to or upon any Administrative Agent or the Lenders pursuant to Sections 2.3, 2.6, 2.9, 4.2 and 5.1 shall not be effective until received.

          13.3 No Waiver; Cumulative Remedies. No failure to exercise and no delay in exercising, on the part of any Administrative Agent, the Collateral Agent or any Lender, any right, remedy, power or privilege hereunder or under the other Credit Documents shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law.

          13.4 Survival of Representations and Warranties. All representations and warranties made hereunder, in the other Credit Documents and in any document, certificate or statement delivered pursuant hereto or in connection herewith shall survive the execution and delivery of this Agreement and the making of the Loans hereunder.

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          13.5 Payment of Expenses and Taxes. The Company agrees (a) to pay or reimburse the Agents for all their reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees, disbursements and other charges of counsel to the Agents, (b) to pay or reimburse each Lender and Agent for all its reasonable and documented costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Documents and any such other documents, including the reasonable fees, disbursements and other charges of counsel to each Lender and of counsel to the Agents, (c) to pay, indemnify, and hold harmless each Lender and Agent from, any and all recording and filing fees and (d) to pay, indemnify, and hold harmless each Lender and Agent and their respective directors, officers, employees, trustees, investment advisors and agents from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, including reasonable and documented fees, disbursements and other charges of counsel, with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Credit Documents and any such other documents, including, without limitation, any of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law or to any actual or alleged presence, release or threatened release of Hazardous Materials involving or attributable to the operations of the Company, any of its Subsidiaries or any of the Real Estate (all the foregoing in this clause (d), collectively, the “indemnified liabilities”), provided that the Company shall have no obligation hereunder to the Administrative Agents or any Lender nor any of their respective directors, officers, employees and agents with respect to indemnified liabilities to the extent attributable to (i) the gross negligence or willful misconduct of the party to be indemnified as determined in a final and non-appealable judgment by a court of competent jurisdiction or (ii) disputes among the Administrative Agents, the Lenders and/or their transferees. The agreements in this Section 13.5 shall survive repayment of the Loans and all other amounts payable hereunder.

          13.6 Successors and Assign; Participations and Assignments. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (including any Affiliate of the Letter of Credit Issuer that issues any Letter of Credit), except that (i) no Borrower may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by any Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section 13.6. Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby (including any Affiliate of the Letter of Credit Issuer that issues any Letter of Credit), Participants (to the extent provided in clause (c)

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of this Section 13.6) and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agents, the Letter of Credit Issuer and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

          (b) (i) Subject to the conditions set forth in clause (b)(ii) below, any Lender may assign to one or more assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans at the time owing to it) with the prior written consent (such consent not be unreasonably withheld or delayed; it being understood that, without limitation, the Company shall have the right to withhold its consent to any assignment if, in order for such assignment to comply with applicable law, any Borrower would be required to obtain the consent of, or make any filing or registration with, any Governmental Authority) of:

     (A) the Company (which consent shall not be unreasonably withheld or delayed), provided that no consent of the Company shall be required for an assignment to a Lender, an Affiliate of a Lender (unless increased costs would result therefrom except if an Event of Default under Section 11.1 or Section 11.5 has occurred and is continuing), an Approved Fund or, if an Event of Default under Section 11.1 or Section 11.5 has occurred and is continuing, any other assignee; and

     (B) in the case of Tranche B-1 Term Loan, the Tranche B-1 Term Loan Agent, in the case of any other Loan, the Asian Administrative Agent (in each case which consent shall not be unreasonably withheld or delayed), in the case of U.S. Dollar Revolving Credit Commitments or U.S. Revolving Credit Loans only, the Letter of Credit Issuer, in the case of Multi-Currency Revolving Credit Commitments or Multi-Currency Revolving Credit Loans only, the Multi-Currency Swingline Lender, and in the case of Malaysian Revolving Credit Commitments or Malaysian Revolving Credit Loans only, the Malaysian Swingline Lender, provided that no consent of any Administrative Agent, any Swingline Lender or the Letter of Credit Issuer, as applicable, shall be required for an assignment of (1) any Commitment to an assignee that is a Lender with a Commitment of the same Class immediately prior to giving effect to such assignment or (2) any Term Loan to a Lender, an Affiliate of a Lender or an Approved Fund.

     (ii) Assignments shall be subject to the following additional conditions:

     (A) except in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitment or

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Loans of any Class, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the applicable Administrative Agent) shall not be less than $5,000,000 (or, in the case of a Tranche B Term Loan Commitment or Tranche B Term Loan, $1,000,000), and increments of $1,000,000 in excess thereof, unless each of the Company and the applicable Administrative Agent otherwise consents (which consents shall not be unreasonably withheld or delayed), provided that no such consent of the Company shall be required if an Event of Default under Section 11.1 or Section 11.5 has occurred and is continuing; provided that contemporaneous assignments to a single assignee made by Affiliates of Lenders and related Approved Funds shall be aggregated for purposes of meeting the minimum assignment amount requirements stated above;

     (B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement, provided that this clause shall not be construed to prohibit the assignment of a proportionate part of all the assigning Lender’s rights and obligations in respect of one Class of Commitments or Loans;

     (C) the parties to each assignment shall execute and deliver to, in the case of Tranche B-1 Term Loan, the Tranche B-1 Administrative Agent, and in the case of any other Loan, the Asian Administrative Agent an Assignment and Acceptance, together with a processing and recordation fee of $3,500, provided that only one such fee shall be payable in the event of simultaneous assignments to or from two or more Approved Funds; and

     (D) the assignee, if it shall not be a Lender, shall deliver to the applicable Administrative Agent an administrative questionnaire in a form approved by such Administrative Agent (the “Administrative Questionnaire”).

          For the purpose of this Section 13.6(b), the term “Approved Fund” shall mean any Person (other than a natural person) that is engaged in making, purchasing, holding or investing in bank loans and similar extensions of credit in the ordinary course and that is administered, advised or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers, advises or manages a Lender.

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     (iii) Subject to acceptance and recording thereof pursuant to clause (b)(v) of this Section 13.6, from and after the effective date specified in each Assignment and Acceptance, the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Acceptance, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.10, 2.11, 3.5, 5.4 and 13.5). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 13.6 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with clause (c) of this Section 13.6.

     (iv) Each Administrative Agent, acting for this purpose as an agent of the Borrowers shall maintain at such Administrative Agent’s Office a copy of each Assignment and Acceptance delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amount of the Loans and any payment made by the Letter of Credit Issuer under any Letter of Credit owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). Further, each Register shall contain the name and address of such Administrative Agent and the lending office through which each such Person acts under this Agreement. The entries in the Register shall be conclusive, and the Borrowers, the Administrative Agents, the Letter of Credit Issuer and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrowers, the Letter of Credit Issuer and any Lender, at any reasonable time and from time to time upon reasonable prior notice.

     (v) Upon its receipt of a duly completed Assignment and Acceptance executed by an assigning Lender and an assignee and, if applicable, the Tranche B-2 Term Loan Lender, together with any Note (if the assigning Lender’s Loans are evidenced by a Note), the assignee’s completed Administrative Questionnaire (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in clause (b) of this Section 13.6 and any written consent to such assignment required by clause (b) of this Section 13.6, the applicable Administrative Agent shall accept such Assignment and Acceptance and record the information contained therein in the Register.

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     (vi) Tranche B-2 Funding Obligations.

     (A) Unless such assignee is at such time party to this agreement as a Tranche B-2 Lender, on the same Business Day on which an assignee of a Tranche B Term Loan receives written notice from the Asian Administrative Agent that Tranche B-2 Term Loans have been made under this Agreement (the “Tranche B-2 Funding Notice Date”), such assignee shall pay to the Asian Administrative Agent for the account of the assigning Term Loan Lender an amount equal to the Tranche B-2 Term Loan made by the Tranche B-2 Term Loan Lenders multiplied by the Tranche B- 2 Term Loan Percentage assigned to assignee pursuant to the Assignment and Acceptance in immediately available funds (the “Tranche B-2 Funding Obligations”); provided that if the Asian Administrative Agent so notifies such assignee after 11:00 a.m. (Hong Kong time), such assignee shall pay its Tranche B-2 Funding Obligations to the Asian Administrative Agent for the account of the assigning Term Loan Lender on the next succeeding Business Day in immediately available funds. Upon such payment by such assignee to the Asian Administrative Agent for the account of the assigning Term Loan Lender, such assignee will be deemed to have made a Tranche B-2 Term Loan to the Singaporean Borrower in the principal amount of such payment and shall have all rights and obligations of a Lender with respect to Tranche B-2 Term Loans under this Agreement.

     (B) If and to the extent that an assignee of a Tranche B Term Loan shall not have so paid its Tranche B-2 Funding Obligations as required by clause (A) above to the Asian Administrative Agent for the account of the assigning Term Loan Lender, such assignee agrees to pay to the Asian Administrative Agent for the account of the assigning Term Loan Lender forthwith on demand any such unpaid amount together with interest thereon, for the first Business Day after the Tranche B-2 Funding Notice Date at the Federal Funds Rate and, thereafter, until such amount is made available to the Asian Administrative Agent for the account of the assigning Term Loan Lender, at a rate per annum equal to the rate applicable to ABR Loans under this Agreement.

     (C) The assignee’s obligation to pay its Tranche B-2 Funding Obligations to the Asian Administrative Agent for the account of an assigning Term Loan Lender shall be absolute, unconditional and irrevocable and shall be performed strictly in accordance with the terms of this Agreement and the applicable Assignment and Acceptance, under any and all circumstances

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whatsoever, including the occurrence of any Default or Event of Default, and irrespective of any of the following: (1) any lack of validity or enforceability of any Credit Document or any term or provision therein; (2) any amendment or waiver of or any consent to departure from all or any of the provisions of any Credit Document; (3) the existence of any claim, set-off, defense or other right that such assignee or any Subsidiary or Affiliate thereof or any other Person may at any time have against the assigning Term Loan Lender, any Administrative Agent, any other Lender, any Credit Party or any other Person, whether in connection with this Agreement, any other Credit Document, the applicable Assignment and Acceptance or any other related or unrelated agreement or transaction; and (4) any other act or omission to act or delay of any kind of any Administrative Agent, the Lenders or any other Person or any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section 13.6(b)(vi), constitute a legal or equitable discharge of an assignee’s obligations hereunder.

          (c) (i) Any Lender may, without the consent of the Company, any Administrative Agent, the Letter of Credit Issuer or any Swingline Lender, sell participations to one or more banks or other entities (each, a “Participant”) in all or a portion of such Lender’s rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans owing to it), provided that (A) such Lender’s obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (C) the Borrowers, the Administrative Agents, the Letter of Credit Issuer and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement or any other Credit Document, provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the first proviso to Section 13.1 that affects such Participant. Subject to clause (c)(ii) of this Section 13.6, the Borrowers agree that each Participant shall be entitled to the benefits of Sections 2.10, 2.11 and 5.4 to the same extent as if it were a Lender (subject to the requirements of those Sections) and had acquired its interest by assignment pursuant to clause (b) of this Section 13.6. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 13.8(b) as though it were a Lender, provided such Participant agrees to be subject to Section 13.8(a) as though it were a Lender.

     (ii) A Participant shall not be entitled to receive any greater payment under Section 2.10 or 5.4 than the applicable Lender would have

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been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrowers’ prior written consent (which consent shall not be unreasonably withheld).

          (d) Any Lender may, without the consent of the Borrowers or any Administrative Agent, at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank, and this Section 13.6 shall not apply to any such pledge or assignment of a security interest, provided that no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto. In order to facilitate such pledge or assignment, the Borrowers hereby agree that, upon request of any Lender at any time and from time to time after any Borrower has made its initial borrowing hereunder, each Borrower shall provide to such Lender, at such Borrowers’ own expense, a promissory note, substantially in the form of Exhibit L-1 or L-2, as the case may be, evidencing the Tranche B Term Loans and New Tranche B Term Loans, and Revolving Credit Loans and Swingline Loans, respectively, owing by such Borrower to such Lender (each a “Note”).

          (e) Subject to Section 13.19, the Borrowers authorize each Lender to disclose to any Participant, secured creditor of such Lender or assignee (each a “Transferee”) and any prospective Transferee any and all financial information in such Lender’s possession concerning a Borrower and its Affiliates that has been delivered to such Lender by or on behalf of such Borrower and its Affiliates pursuant to this Agreement or which has been delivered to such Lender by or on behalf of such Borrower and its Affiliates in connection with such Lender’s credit evaluation of such Borrower and its Affiliates prior to becoming a party to this Agreement.

          13.7 Replacements of Lenders under Certain Circumstances. (a) The Company shall be permitted to replace any Lender that (a) requests reimbursement for amounts owing pursuant to Section 2.10, 2.12, 3.5 or 5.4, (b) is affected in the manner described in Section 2.10(a)(iii) and as a result thereof any of the actions described in such Section is required to be taken or (c) becomes a Defaulting Lender, with a replacement bank or other financial institution, provided that (i) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default shall have occurred and be continuing at the time of such replacement, (iii) the Borrowers shall repay (or the replacement bank or institution shall purchase, at par) all Loans and other amounts (other than any disputed amounts), pursuant to Section 2.10, 2.11, 2.12, 3.5 or 5.4, as the case may be) owing to such replaced Lender prior to the date of replacement, (iv) the replacement bank or institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent, (v) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 13.6 (provided that the Borrowers shall be obligated to pay the registration and processing fee referred to therein) and (vi) any such replacement shall

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not be deemed to be a waiver of any rights that the Borrowers, the Administrative Agents or any other Lender shall have against the replaced Lender.

          (b) If any Lender (such Lender, a “Non-Consenting Lender”) has failed to consent to a proposed amendment, waiver, discharge or termination which pursuant to the terms of Section 13.1 requires the consent of all of the Lenders affected and with respect to which the Required Lenders shall have granted their consent, then provided that no Event of Default then exists, the Company shall have the right (unless such Non-Consenting Lender grants such consent) to replace such Non-Consenting Lender by requiring such Non-Consenting Lender to assign its Loans, and its Commitments hereunder to one or more assignees reasonably acceptable to the Administrative Agents, provided that: (a) all Obligations of the Borrowers owing to such Non-Consenting Lender being replaced shall be paid in full to such Non-Consenting Lender concurrently with such assignment, and (b) the replacement Lender shall purchase the foregoing by paying to such Non-Consenting Lender a price equal to the principal amount thereof plus accrued and unpaid interest thereon. In connection with any such assignment, the Borrowers, the Administrative Agents, such Non-Consenting Lender and the replacement Lender shall otherwise comply with Section 13.6.

          13.8 Adjustments; Set-off. (a) If any Lender (a “benefited Lender”) shall at any time receive any payment of all or part of its Loans, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.5, or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender’s Loans, or interest thereon, such benefited Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender’s Loan, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest.

          (b) After the occurrence and during the continuance of an Event of Default, in addition to any rights and remedies of the Lenders provided by law, each Lender shall have the right, without prior notice to Holdings or any Borrower, any such notice being expressly waived by Holdings and the Borrowers to the extent permitted by applicable law, upon any amount becoming due and payable by the Borrowers hereunder (whether at the stated maturity, by acceleration or otherwise) to set-off and appropriate and apply against such amount any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such Lender or any branch or agency thereof to or for the credit or the account of the Borrowers. Each Lender agrees promptly to notify the Company and the Administrative Agents after any such set-off and application made

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by such Lender, provided that the failure to give such notice shall not affect the validity of such set-off and application.

          13.9 Counterparts. This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts (including by facsimile or other electronic transmission), and all of said counterparts taken together shall be deemed to constitute one and the same instrument. A set of the copies of this Agreement signed by all the parties shall be lodged with the Borrowers and the Administrative Agents.

          13.10 Severability. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

          13.11 Integration. This Agreement and the other Credit Documents represent the agreement of the Borrowers, the Collateral Agent, the Administrative Agents and the Lenders with respect to the subject matter hereof, and there are no promises, undertakings, representations or warranties by any Administrative Agent, Collateral Agent or any Lender relative to subject matter hereof not expressly set forth or referred to herein or in the other Credit Documents.

          13.12 Waiver of Judicial Bond. To the fullest extent permitted by applicable law, each Credit Party waives the requirement to post any bond or furnish any security for costs that otherwise may be required of any Secured Party in connection with any judicial proceeding to enforce such Secured Party’s rights to payment hereunder, security interest in or other rights to the Collateral or in connection with any other legal or equitable action or proceeding arising out of, in connection with, or related to this Agreement and the other Credit Documents to which it is a party.

          13.13 Waiver of Immunity. To the extent that any Borrower has, or hereafter may be entitled to claim or may acquire, for itself, any Collateral or other assets of the Credit Parties, any immunity (whether sovereign or otherwise) from suit, jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution or otherwise) with respect to itself, any Collateral or any other assets of the Credit Parties, such Borrower hereby waives such immunity in respect of its obligations hereunder and any other Credit Document to the fullest extent permitted by applicable Requirements of Law and, without limiting the generality of the foregoing, agrees that the waivers set forth in this Section 13.13 shall be effective to the fullest extent now or hereafter permitted under the Foreign Sovereign Immunities Act of 1976 (as amended, and together with any successor legislation) and are, and are intended to be, irrevocable for purposes thereof.

          13.14 Currency of Payment. (a) Each payment owing by any Borrower hereunder shall be made in the relevant currency specified herein or, if not specified

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herein, specified in any other Credit Document executed by the applicable Administrative Agent (the “Currency of Payment”) at the place specified herein (such requirement are of the essence of this Agreement). If, for the purpose of obtaining judgment in any court, it is necessary to convert a sum due hereunder in a Currency of Payment into another currency, the parties hereto agree that the rate of exchange used shall be the Exchange Rate on the Business Day preceding that on which final judgment is given, for delivery two Business Days thereafter. The obligations in respect of any sum due hereunder to any Secured Party shall, notwithstanding any adjudication expressed in a currency other than the Currency of Payment, be discharged only to the extent that, on the Business Day following receipt by such Secured Party of any sum adjudged to be so due in such other currency, such Secured Party may, in accordance with normal banking procedures, purchase the Currency of Payment with such other currency. Each Borrower agrees that (a) if the amount of the Currency of Payment so purchased is less than the sum originally due to such Secured Party in the Currency of Payment, as a separate obligation and notwithstanding the result of any such adjudication, such Borrower shall immediately pay the shortfall (in the Currency of Payment) to such Secured Party and (b) if the amount of the Currency of Payment so purchased exceeds the sum originally due to such Secured Party, such Secured Party shall promptly pay the excess over to such Borrower in the currency and to the extent actually received.

          (b) The Obligations owing to any Secured Party hereunder shall, notwithstanding any payment in a currency other than the Currency of Payment and notwithstanding any deemed conversion or replacement hereunder, be discharged only to the extent that, on the Business Day following receipt by such Secured Party of any amount in such other currency, such Secured Party may, in accordance with normal banking procedures, purchase the Currency of Payment with such other currency. Each Borrower agrees that (i) if the amount of the Currency of Payment so purchased is less than the sum originally due to such Secured Party in the Currency of Payment, as a separate obligation and notwithstanding the result of any such adjudication, such Borrower shall immediately pay the shortfall (in the Currency of Payment) to such Secured Party and (ii) if the amount of the Currency of Payment so purchased exceeds the sum originally due to such Secured Party, such Secured Party shall promptly pay the excess over to such Borrower in the currency and to the extent actually received.

          13.15 GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

          13.16 Submission to Jurisdiction; Waivers; Service of Process. Each of Holdings, the Company and each Borrower hereby irrevocably and unconditionally:

          (a) Submits for itself and its property in any legal action or proceeding relating to this Agreement and the other Credit Documents to which it is a party, or for recognition and enforcement of any judgment in respect thereof, to the non-exclusive

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general jurisdiction of the courts of the State of New York, the courts of the United States of America for the Southern District of New York and appellate courts from any thereof.

          (b) Consents that any such action or proceeding may be brought in such courts and waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same.

          (c) Other than the U.S. Borrowers, hereby irrevocably designates, appoints and empowers CT Corporation System (telephone number: 212-894-8600) (telecopy number: 212-894-8690) (address: 111 Eighth Avenue, New York, N.Y. 10011) (the “Process Agent”), in the case of any suit, action or proceeding brought in the United States as its designee, appointee and agent to receive, accept and acknowledge for and on its behalf, and in respect of its property, service of any and all legal process, summons, notices and documents that may be served in any action or proceeding arising out of or in connection with this Agreement or any other Credit Document. Such service may be made by mailing (by registered or certified mail, postage prepaid) or delivering a copy of such process to such Person in care of the Process Agent at the Process Agent’s above address, and such Person hereby irrevocably authorizes and directs the Process Agent to accept such service on its behalf. As an alternative method of service, each of Holdings, the Company and each Borrower irrevocably consents to the service of any and all process in any such action or proceeding by the mailing (by registered or certified mail, postage prepaid) of copies of such process to the Process Agent or such Person at its address specified in Section 13.2. Each of Holdings, Intermediate Holdings, the Company and each Borrower agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

          (d) Agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person at its address set forth in Section 13.2 or at such other address of which the Administrative Agents shall have been notified pursuant thereto.

          (e) Agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to sue in any other jurisdiction; and

          (f) Waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this Section 13.16 any special, exemplary, punitive or consequential damages.

          13.17 Acknowledgments. Each Borrower hereby acknowledges that:

          (a) it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Credit Documents;

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          (b) neither any Administrative Agent nor the Collateral Agent nor any Lender has any fiduciary relationship with or duty to any Borrower arising out of or in connection with this Agreement or any of the other Credit Documents, and the relationship between each Administrative Agent the Collateral Agent and Lenders, on one hand, and the Borrowers, on the other hand, in connection herewith or therewith is solely that of debtor and creditor; and

          (c) no joint venture is created hereby or by the other Credit Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders or among the Borrowers and the Lenders.

          13.18 WAIVERS OF JURY TRIAL. EACH BORROWER, EACH AGENT AND EACH LENDER HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.

          13.19 Confidentiality. Each Administrative Agent and each Lender shall hold all non-public information furnished by or on behalf of any Borrower in connection with such Lender’s evaluation of whether to become a Lender hereunder or obtained by such Lender or such Administrative Agent pursuant to the requirements of this Agreement (“Confidential Information”), confidential in accordance with its customary procedure for handling confidential information of this nature and (in the case of a Lender that is a bank) in accordance with safe and sound banking practices and in any event may make disclosure as required or requested by any governmental agency or representative thereof or pursuant to legal process or to such Lender’s or such Administrative Agent’s attorneys, professional advisors or independent auditors or Affiliates, provided that unless specifically prohibited by applicable law or court order, each Lender and each Administrative Agent shall notify the Company of any request by any governmental agency or representative thereof (other than any such request in connection with an examination of the financial condition of such Lender by such governmental agency) for disclosure of any such nonpublic information prior to disclosure of such information, and provided that in no event shall any Lender or any Administrative Agent be obligated or required to return any materials furnished by any Borrower or any Subsidiary of a Borrower. Each Lender and each Administrative Agent agrees that it will not provide to prospective Transferees or to prospective direct or indirect contractual counterparties in swap agreements to be entered into in connection with Loans made hereunder any of the Confidential Information unless such Person is advised of and agrees to be bound by the provisions of this Section 13.19.

          13.20 Citigroup Direct Website Communications.

          (a) Delivery. (i) Any Borrower may, at its option, provide to any Administrative Agent any information, documents and other materials that it is obligated to furnish to such Administrative Agent pursuant to the Credit Documents, including, without limitation, all notices, requests, financial statements, financial and other reports,

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certificates and other information materials, but excluding any such communication that (A) relates to a request for a new, or a conversion of an existing, borrowing or other extension of credit (including any election of an interest rate or interest period relating thereto), (B) relates to the payment of any principal or other amount due under the Credit Agreement prior to the scheduled date therefor, (C) provides notice of any default or event of default under the Credit Agreement or (D) is required to be delivered to satisfy any condition precedent to the effectiveness of the Credit Agreement and/or any borrowing or other extension of credit thereunder (all such non-excluded communications being referred to herein collectively as “Communications”), by transmitting the Communications in an electronic/soft medium in a format reasonably acceptable to such Administrative Agent to oploanswebadmin@citigroup.com. Nothing in this Section 13.20 shall prejudice the right of any Borrower, the Administrative Agents or any Lender to give any notice or other communication pursuant to any Credit Document in any other manner specified in such Credit Document.

     (ii) Each Administrative Agent agrees that the receipt of the Communications by the such Administrative Agent at its e-mail address set forth above shall constitute effective delivery of the Communications to such Administrative Agent for purposes of the Credit Documents. Each Lender agrees that notice to it (as provided in the next sentence) specifying that the Communications have been posted to the Platform shall constitute effective delivery of the Communications to such Lender for purposes of the Credit Documents. Each Lender agrees (A) to notify the applicable Administrative Agent in writing (including by electronic communication) from time to time of such Lender’s e-mail address to which the foregoing notice may be sent by electronic transmission and (B) that the foregoing notice may be sent to such e-mail address.

          (b) Posting. The Borrowers further agree that the Administrative Agents may make the Communications available to the Lenders by posting the Communications on Intralinks or a substantially similar electronic transmission system (the “Platform”), so long as the access to such Platform is limited (i) to the Agents and the Lenders and (ii) remains subject the confidentiality requirements set forth in Section 13.19.

          (c) The Platform is provided “as is” and “as available.” The Agent Parties do not warrant the accuracy or completeness of the Communications, or the adequacy of the platform and expressly disclaim liability for errors or omissions in the Communications. No warranty of any kind, express, implied or statutory, including, without limitation, any warranty of merchantability, fitness for a particular purpose, non-infringement of third party rights or freedom from viruses or other code defects, is made by the Agent Parties in connection with the Communications or the platform. In no event shall any Administrative Agent, the Collateral Agent or any of their respective affiliates or any of their respective officers, directors, employees, agents, advisors or representatives (collectively, “Agent Parties”) have any liability to any Borrower, any Lender or any other person or entity for damages of any kind, including, without

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limitation, direct or indirect, special, incidental or consequential damages, losses or expenses (whether in tort, contract or otherwise) arising out of any Borrower’s or any Administrative Agent’s transmission of Communications through the internet, except to the extent the liability of any Agent Party is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted primarily from such Agent Party’s gross negligence or willful misconduct.

          13.21 USA PATRIOT Act. Each Lender hereby notifies each Borrower that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act”), it is required to obtain, verify and record information that identifies each Borrower, which information includes the name and address of such Borrower and other information that will allow such Lender to identify such Borrower in accordance with the Patriot Act.

          13.22 Stamp Act, 1949 of Malaysia. For the purposes of Section 4(3) and Item 27 of the First Schedule to the Stamp Act, 1949 of Malaysia, this Agreement shall be deemed to be the principal instrument and security to secure the payment of a foreign currency loan of the aggregate principal amount of up to U.S. Dollars Nine Hundred and Seventy-Five Million ($975,000,000/-), of which a Ringgit tranche of the aggregate principal amount of up to Ringgit Seventy-Six Million Three Hundred and Sixty Thousand (RM76,360,000/-) forms part, and the Security Documents are deemed to be secondary instruments.

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          IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of this Agreement to be duly executed and delivered as of the date first above written.

AVAGO TECHNOLOGIES FINANCE PTE. LTD.
By:	/s/ Adam H. Clammer
	Name:	Adam H. Clammer
	Title:	Director

AVAGO TECHNOLOGIES HOLDING PTE. LTD.
By:	/s/ Adam H. Clammer
	Name:	Adam H. Clammer
	Title:	Director

AVAGO TECHNOLOGIES FINANCE S.À.R.L.
By:	/s/ Adam H. Clammer
	Name:	Adam H. Clammer
	Title:	Manager

AVAGO TECHNOLOGIES WIRELESS (U.S.A.) MANUFACTURING INC.
By:	/s/ Adam H. Clammer
	Name:	Adam H. Clammer
	Title:	President

AVAGO TECHNOLOGIES U.S. INC.
By:	/s/ Adam H. Clammer
	Name:	Adam H. Clammer
	Title:	President

AVAGO TECHNOLOGIES (MALAYSIA) SDN. BHD. (f/k/a Jumbo Portfolio Sdn. Bhd.)
By:	/s/ Adam H. Clammer
	Name:	Adam H. Clammer
	Title:	Director

[CREDIT AGREEMENT SIGNATURE PAGE]

CITICORP NORTH AMERICA, INC., as Tranche B-1 Term Loan Administrative Agent, Collateral Agent, and Lender
By:	/s/ David J. Windnam
	Name:	David J. Windnam
	Title:	Vice President

CITICORP INTERNATIONAL LIMITED (HONG KONG), as Asian Administrative Agent
By:	/s/ Alan Hiraksws
	Name:	Alan Hiraksws
	Title:	Managing Director

CITIBANK N.A., SINGAPORE BRANCH, as Lender and Letter of Credit Issuer
By:	/s/ David J. Windnam
	Name:	David J. Windnam
	Title:	Vice President

CITIBANK BERHAD, as Lender
By:	/s/ Yap Chee Fatt
	Name:	Yap Chee Fatt
	Title:	Vice President

[CREDIT AGREEMENT SIGNATURE PAGE]

LEHMAN COMMERCIAL PAPER INC., as Lender
By:	/s/ Laurie B. Porter
	Name:	Laurie B. Porter
	Title:	Senior Vice President

LEHMAN BROTHERS INC., as Joint Lead Arranger and as Syndication Agent
By:	/s/ Laurie B. Porter
	Name:	Laurie B. Porter
	Title:	Senior Vice President

[CREDIT AGREEMENT SIGNATURE PAGE]

CREDIT SUISSE, Cayman Islands Branch, as Documentation Agent and Lender
By:	/s/ Alain Daoust
	Name:	Alain Daoust
	Title:	Director

By:	/s/ James Neira
	Name:	James Neira
	Title:	Associate

CREDIT SUISSE, Singapore Branch, as Lender
By:	/s/ Christine Knight
	Name:	Christine Knight
	Title:	Director

By:	/s/ Richard Gob
	Name:	Richard Gob
	Title:	Vice President

[CREDIT AGREEMENT SIGNATURE PAGE]

EX-10.12 52 f23597orexv10w12.htm EXHIBIT 10.12

Exhibit-10.12

Execution Version

AMENDMENT NO. 1 TO CREDIT AGREEMENT

     AMENDMENT NO. 1 (this “Amendment”), dated as of December 23, 2005, to CREDIT AGREEMENT, dated as of December 1, 2005 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among AVAGO TECHNOLOGIES FINANCE PTE. LTD., a company incorporated under the Singapore Companies Act (the “Company” or the “Singaporean Borrower”), a wholly-owned Subsidiary of AVAGO TECHNOLOGIES HOLDING PTE. LTD., a company incorporated under the Singapore Companies Act (“Holdings”), a wholly-owned Subsidiary of AVAGO TECHNOLOGIES LIMITED, a company incorporated under the Singapore Companies Act (“Parent”), AVAGO TECHNOLOGIES FINANCE S.À.R.L., a Grand Duchy of Luxembourg limited liability company (the “Lux Borrower”), AVAGO TECHNOLOGIES (MALAYSIA) SDN. BHD. (f/k/a Jumbo Portfolio Sdn. Bhd.) (Company No. 704181-P), a company incorporated in Malaysia under the Companies Act 1965 (the “Malaysian Borrower”), AVAGO TECHNOLOGIES WIRELESS (U.S.A.) MANUFACTURING INC., a Delaware corporation (“U.S. Wireless”), and AVAGO TECHNOLOGIES U.S. INC., a Delaware corporation (“U.S. Opco” and together with U.S. Wireless, collectively, the “U.S. Borrowers” and each a “U.S. Borrower”, and together with the Singaporean Borrower, the Lux Borrower and the Malaysian Borrower, collectively, the “Borrowers”), the lending institutions listed on the signature pages thereto as a “Lender” or that from time to time become parties thereto by execution of an Assignment and Acceptance (each a “Lender” and, collectively, the “Lenders”), CITICORP INTERNATIONAL LIMITED (HONG KONG), as Asian Administrative Agent, CITICORP NORTH AMERICA, INC., as Tranche B-1 Term Loan Administrative Agent and as Collateral Agent, CITIGROUP GLOBAL MARKETS INC., as Joint Lead Arranger and Joint Lead Bookrunner, LEHMAN BROTHERS INC., as Joint Lead Arranger, Joint Lead Bookrunner and Syndication Agent, and CREDIT SUISSE, as Documentation Agent. Capitalized terms used herein but not defined herein are used as defined in the Credit Agreement, as amended hereby.

W I T N E S S E T H:

     WHEREAS, the Required Lenders, the Borrowers and the Administrative Agents have agreed to amend the Credit Agreement on the terms and subject to the conditions herein provided.

     NOW, THEREFORE, in consideration of the foregoing, the mutual covenants and obligations herein set forth and other good and valuable consideration, the adequacy and receipt of which is hereby acknowledged, and in reliance upon the representations, warranties and covenants herein contained, the parties hereto, intending to be legally bound, hereby agree as follows:

     Section 1. Amendments to the Credit Agreement. As of the Effective Date (as defined below), the Credit Agreement is hereby amended as follows:

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Execution Version

     (a) by deleting the cover page in its entirety and inserting in lieu thereof a cover page in the form attached hereto as Exhibit A.

     (b) by deleting the introductory paragraph in its entirety and inserting in lieu thereof the following:

     CREDIT AGREEMENT dated as of December 1, 2005, among AVAGO TECHNOLOGIES FINANCE PTE. LTD., a company incorporated under the Singapore Companies Act (the “Company” or the “Singaporean Borrower”), a wholly-owned Subsidiary of AVAGO TECHNOLOGIES HOLDING PTE. LTD., a company incorporated under the Singapore Companies Act (“Holdings”), a wholly-owned Subsidiary of AVAGO TECHNOLOGIES LIMITED, a company incorporated under the Singapore Companies Act (“Parent”), AVAGO TECHNOLOGIES FINANCE S.À.R.L., a Grand Duchy of Luxembourg limited liability company (the “Lux Borrower”), AVAGO TECHNOLOGIES (MALAYSIA) SDN. BHD. (f/k/a Jumbo Portfolio Sdn. Bhd.) (Company No. 704181-P), a company incorporated in Malaysia under the Companies Act 1965 (the “Malaysian Borrower”), AVAGO TECHNOLOGIES WIRELESS (U.S.A.) MANUFACTURING INC., a Delaware corporation (“U.S. Wireless”), and AVAGO TECHNOLOGIES U.S. INC., a Delaware corporation (“U.S. Opco” and together with U.S. Wireless, collectively, the “U.S. Borrowers” and each a “U.S. Borrower”, and together with the Singaporean Borrower, the Lux Borrower and the Malaysian Borrower, collectively, the “Borrowers”), the lending institutions listed on the signature pages hereto as a “Lender” or that from time to time become parties hereto by execution of an Assignment and Acceptance (each a “Lender” and, collectively, the “Lenders”), CITICORP INTERNATIONAL LIMITED (HONG KONG), as Asian Administrative Agent, CITICORP NORTH AMERICA, INC., as Tranche B Term Loan Administrative Agent and as Collateral Agent, CITIGROUP GLOBAL MARKETS INC., as Joint Lead Arranger and Joint Lead Bookrunner, LEHMAN BROTHERS INC., as Joint Lead Arranger, Joint Lead Bookrunner and Syndication Agent, CREDIT SUISSE, as Documentation Agent, OVERSEA-CHINESE BANKING CORPORATION LIMITED, as Singaporean Managing Agent, and THE ROYAL BANK OF SCOTLAND, as Senior Managing Agent (such term and each other capitalized term used but not defined in this introductory statement having the meaning provided in Section 1).

     (c) by inserting the following definitions in Section 1.1 in alphabetical order (which definitions, if applicable, shall replace in their entirety the corresponding definitions in such section and all references thereto):

     “Agents” shall mean each of the Joint Lead Arrangers, each of the Administrative Agents, the Collateral Agent, the Syndication Agent, the Documentation Agent, the Singaporean Managing Agent and the Senior Managing Agent.

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Execution Version

     “Asian Administrative Agent” shall mean Citicorp International Limited (Hong Kong) as agent for the Revolving Credit Lenders.

     “Senior Managing Agent” shall mean The Royal Bank of Scotland, together with its affiliates, as the senior managing agent for the Lenders under this Agreement and the other Credit Documents.

     “Singaporean Managing Agent” shall mean Oversea-Chinese Banking Corporation Limited, together with its affiliates, as the Singaporean managing agent for the Lenders under this Agreement and the other Credit Documents.

     “Tranche B Term Loan Administrative Agent” shall mean Citicorp North America, Inc., as the administrative agent for the Tranche B Term Loan Lenders.

     (d) by deleting Section 2.3(a)(ii) in its entirety and inserting in lieu thereof the following:

          (ii) Tranche B-2 Term Loan Borrowings. The Company shall give the Tranche B Term Loan Administrative Agent at such Administrative Agent’s Office prior to 12:00 Noon (New York time) at least five Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of the Borrowing of Tranche B-2 Term Loans.

     (e) by deleting Section 2.3(a)(iii) in its entirety and inserting in lieu thereof the following:

          (iii) Notice of Borrowing. Each notice under clauses (i) or (ii) above (together with each notice of a Borrowing of Revolving Credit Loans pursuant to Section 2.3(b) and each notice of a Borrowing of Swingline Loans pursuant to Section 2.3(c), a “Notice of Borrowing”) shall be irrevocable and shall specify (A) the aggregate principal amount of the Term Loans to be made, (B) the date of the Borrowing (which (x) in the case of the Tranche B-1 Term Loan shall be the Closing Date and (y) in the case of Tranche B-2 Term Loan shall not be less than five Business Days after the date on which the Tranche B Term Loan Administrative Agent has been provided with a certificate of an Authorized Officer of the Company as provided in Section 7.3(d)(ii)), (C) whether the Term Loans shall consist of ABR Loans and/or LIBOR Term Loans, and (D) if the Term Loans are to include LIBOR Term Loans, the Interest Period to be initially applicable thereto. The Tranche B Term Loan Administrative Agent shall promptly give each Tranche B-1 Term Loan Lender or each Tranche B-2 Term Loan Lender, as applicable, written notice (or telephonic notice promptly confirmed in writing) of the proposed Borrowing of Term Loans, of such Term Loan Lender’s proportionate share thereof and of the other matters covered by the related Notice of Borrowing.

     (f) by deleting Section 2.5(a) in its entirety and inserting in lieu thereof the following:

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Execution Version

          (a) The Lux Borrower shall repay to the Tranche B Term Loan Administrative Agent, for the benefit of the Tranche B-1 Term Loan Lenders, on the Tranche B Term Loan Maturity Date, the then-unpaid Tranche B-1 Term Loans, in U.S. Dollars. The Company shall repay to the Tranche B Term Loan Administrative Agent, for the benefit of the Tranche B-2 Term Loan Lenders, on the Tranche B Term Loan Maturity Date, the then-unpaid Tranche B-2 Term Loans, in U.S. Dollars. Each Borrower shall repay to the Asian Administrative Agent (i) for the benefit of the applicable Lenders, on the Revolving Credit Maturity Date, the then-unpaid Revolving Credit Loans made to such Borrower in the currency such Revolving Credit Loans have been made and (ii) for the account of the applicable Swingline Lender, on the Swingline Maturity Date, the then-unpaid Swingline Loans made to such Borrower in the currency such Swingline Loans have been made.

     (g) by deleting Section 2.5(b)(ii) in its entirety and inserting in lieu thereof the following:

          (ii) In the event that Tranche B-2 Term Loans are made, the Company shall repay to the Tranche B Term Loan Administrative Agent, for the benefit of the Tranche B-2 Term Loan Lenders, the Tranche B-2 Term Loans on each Tranche B Repayment Date occurring on or after the date the Tranche B-2 Term Loans are made in an amount equal to (i) the aggregate principal amount of Tranche B-2 Term Loans, times (ii) the ratio (expressed as a percentage) of (y) the amount of all Tranche B-1 Term Loans required to be repaid on such Tranche B Repayment Date and (z) the total aggregate principal amount of all Tranche B-1 Term Loans outstanding on the date the Tranche B-2 Term Loans were made (each, a “Tranche B-2 Repayment Amount”).

     (h) by deleting Section 4.1(a)(v) in its entirety and inserting in lieu thereof the following:

     (v) The Company agrees to pay to the Tranche B Term Loan Administrative Agent in U.S. Dollars, for the account of each Lender having a Tranche B-2 Term Loan Commitment (in each case pro rata according to the respective Tranche B-2 Term Loan Commitments of all such Lenders), a commitment fee for each day from and including the Closing Date to but excluding the Tranche B-2 Term Loan Commitment Termination Date) at a rate of 1% per annum on the aggregate amount of the Tranche B-2 Term Loan Commitment. Such commitment fee shall be payable in arrears (x) on the last day of each March, June, September and December (for the three-month period (or portion thereof) ended on such day for which no payment has been received) and (y) on the Tranche B-2 Term Loan Commitment Termination Date (for the period ended on such date for which no payment has been received pursuant to clause (x) above).

     (i) by deleting Section 4.3(a) in its entirety and inserting in lieu thereof the following:

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Execution Version

          (a) (x) The Tranche B-1 Term Loan Commitments shall terminate at 5:00 p.m. (New York City time) on the Closing Date and (y) the Tranche B-2 Term Loan Commitments shall terminate at 5:00 p.m. (New York time) on the Tranche B-2 Term Loan Commitment Termination Date.

     (j) by deleting in Section 7.3(a) each reference to the “Asian Administrative Agent” and inserting in lieu thereof a reference to the “Tranche B Term Loan Administrative Agent.”

     (k) by deleting Section 12.1(a) and (b) in their entirety and inserting in lieu thereof the following:

     (a) Each Tranche B Term Loan Lender hereby irrevocably designates and appoints the Tranche B Term Loan Administrative Agent as the agent of such Tranche B Term Loan Lender under this Agreement and the other Credit Documents, and each such Tranche B Term Loan Lender irrevocably authorizes the Tranche B Term Loan Administrative Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Tranche B Term Loan Administrative Agent by the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Tranche B Term Loan Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Document or otherwise exist against the Tranche B Term Loan Administrative Agent.

     (b) Each Revolving Credit Lender hereby irrevocably designates and appoints the Asian Administrative Agent as the agent of such Revolving Credit Lender under this Agreement and the other Credit Documents, and each such Revolving Credit Lender irrevocably authorizes the Asian Administrative Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Asian Administrative Agent by the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Asian Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Document or otherwise exist against the Asian Administrative Agent.

     (l) by deleting Section 12.5 in its entirety and inserting in lieu thereof the following:

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Execution Version

          12.5 Notice of Default. No Administrative Agent or the Collateral Agent shall be deemed to have knowledge or notice of the occurrence of any Default or Event of Default hereunder unless such Administrative Agent or the Collateral Agent has received notice from a Lender or a Borrower referring to this Agreement, describing such Default or Event of Default and stating that such notice is a “notice of default”. In the event that the Tranche B Term Loan Administrative Agent receives such a notice, it shall give notice thereof to the Tranche B Term Loan Lenders, the Asian Administrative Agent and the Collateral Agent. In the event that the Asian Administrative Agent receives such a notice, it shall give notice thereof to the Revolving Credit Lenders, the Tranche B Term Loan Administrative Agent and the Collateral Agent. Each Administrative Agent shall take such action with respect to such Default or Event of Default as shall be reasonably directed by the Required Lenders, provided that unless and until such Administrative Agent shall have received such directions, the Tranche B Term Loan Administrative Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable in the best interests of the Tranche B Term Loan Lenders and the Asian Administrative Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable in the best interests of the Revolving Credit Lenders (in each case, except to the extent that this Agreement requires that such action be taken only with the approval of the Required Lenders or each of the Lenders, as applicable).

     (m) by deleting Section 12.9 in its entirety and inserting in lieu thereof the following:

          12.9 Successor Agents. Each Administrative Agent may resign as Administrative Agent and the Collateral Agent may resign as Collateral Agent upon 20 days’ prior written notice to the Lenders and the Company. If any Administrative Agent shall resign as Administrative Agent or the Collateral Agent shall resign as Collateral Agent under this Agreement and the other Credit Documents, then the Required Lenders shall (a) if such resigning Administrative Agent is the Tranche B Term Loan Administrative Agent, appoint from among the Tranche B Term Loan Lenders a successor agent for the Tranche B Term Loan Lenders, (b) if such resigning Administrative Agent is the Asian Administrative Agent, appoint from among the Revolving Credit Lenders a successor agent for the Revolving Credit Lenders or (c) if the Collateral Agent shall resign, appoint from among the Lenders a successor Collateral Agent, which successor agent in each case, shall be approved by the Company (which approval shall not be unreasonably withheld) so long as no Default or Event of Default is continuing, whereupon such successor agent shall succeed to the rights, powers and duties of the Tranche B Term Loan Administrative Agent, the Asian Administrative Agent or the Collateral Agent, as the case may be, and the term “Tranche B Term Loan Administrative Agent”, “Asian Administrative Agent” or “Collateral Agent”, as the case may be, shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s or

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Execution Version

Collateral Agent’s rights, powers and duties as Administrative Agent or Collateral Agent, as the case may be, shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or Collateral Agent, as the case may be, or any of the parties to this Agreement or any holders of the Loans. After any retiring Administrative Agent’s or Collateral Agent’s resignation as Administrative Agent or Collateral Agent, as the case may be, the provisions of this Section 12 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent or Collateral Agent under this Agreement and the other Credit Documents.

     (n) by deleting from Section 13.6(b)(vi) each reference to the “Asian Administrative Agent” and inserting in lieu thereof a reference to the “Tranche B Term Loan Administrative Agent” and by deleting from the proviso in clause (A) thereof the reference to “Hong Kong time” and inserting in lieu thereof a reference to “New York time.”

     (o) by deleting from Section 13.2 the reference to the “Tranche B-1 Administrative Agent” and inserting in lieu thereof a reference to the “Tranche B Term Loan Administrative Agent.”

     (p) by deleting Schedule 1.1(a) in its entirety and inserting in lieu thereof a new Schedule 1.1(a) in the form attached hereto as Exhibit B

     (q) by deleting Schedule 1.1(c) in its entirety and inserting in lieu thereof a new Schedule 1.1(c) in the form attached hereto as Exhibit C.

     Section 2. Conditions Precedent. This Amendment shall become effective as of the date (the “Effective Date”) on which each of the following conditions precedent shall have been satisfied or duly waived:

     (a) Certain Documents. The Administrative Agents shall have received each of the following:

          (i) this Amendment, duly executed by each of the Credit Parties, the Administrative Agents and each of the other Agents party hereto; and

          (ii) Acknowledgment and Consent, in the form set forth hereto as Exhibit D, duly executed by each of the Requisite Lenders.

     (b) Representations and Warranties. Each of the representations and warranties contained in Section 3 below shall be true and correct in all material respects.

     (c) No Default or Event of Default. After giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing.

     Section 3. Representations and Warranties. Each Credit Party hereby jointly and severally represents and warrants to the Administrative Agents and each Lender, with respect to all Credit Parties, as follows:

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     (a) After giving effect to this Amendment, each of the representations and warranties in the Credit Agreement and in the other Credit Documents are true and correct in all material respects on and as of the date hereof as though made on and as of such date, except to the extent that any such representation or warranty expressly relates to an earlier date and except for changes therein expressly permitted by the Credit Agreement.

     (b) The execution, delivery and performance by each Credit Party of this Amendment have been duly authorized by all requisite corporate, limited liability company or limited partnership action on the part of such Credit Party and will not violate any of the articles of incorporation or bylaws (or other constituent documents) of such Credit Party.

     (c) This Amendment has been duly executed and delivered by each Credit Party, and each of this Amendment and the Credit Agreement as amended hereby constitutes the legal, valid and binding obligation of such Credit Party, enforceable against such Credit Party in accordance with their terms, except as the same may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the rights of creditors generally and by general principles of equity.

     (d) After giving effect to this Amendment, no Default or Event of Default has occurred and is continuing as of the date hereof.

     Section 4. Costs and Expenses. As provided in Section 13.5 of the Credit Agreement, the Company agrees to reimburse the Agents for all reasonable fees, costs and expenses, including the reasonable fees, costs and expenses of counsel or other advisors for advice, assistance or other representation in connection with this Amendment.

     Section 5. Reference to and Effect on the Credit Documents.

     (a) As of the Effective Date, each reference in the Credit Agreement and the other Credit Documents to “this Agreement,” “hereunder,” “hereof,” “herein,” or words of like import, and each reference in the other Credit Documents to the Credit Agreement (including, without limitation, by means of words like “thereunder,” “thereof” and words of like import), shall mean and be a reference to the Credit Agreement as amended hereby, and this Amendment and the Credit Agreement shall be read together and construed as a single instrument. Each of the table of contents and lists of Exhibits and Schedules of the Credit Agreement shall be amended to reflect the changes made in this Amendment.

     (b) Except as expressly amended hereby, all of the terms and provisions of the Credit Agreement and all other Credit Documents are and shall remain in full force and effect and are hereby ratified and confirmed.

     (c) The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Agent, any Lender or the Letter of Credit Issuer under the Credit Agreement or any

8

Execution Version

Credit Document, or constitute a waiver or amendment of any other provision of the Credit Agreement or any Credit Document except as and to the extent expressly set forth herein.

     (d) Each Credit Party hereby confirms that the guaranties, security interests and liens granted pursuant to the Credit Documents continue to guarantee and secure the Obligations as set forth in the Credit Documents and that such guaranties, security interests and liens remain in full force and effect.

     Section 6. Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Receipt by the Administrative Agents of a facsimile copy of an executed signature page hereof shall constitute receipt by the Administrative Agents of an executed counterpart of this Amendment.

     Section 7. Governing Law. This Amendment and the rights and obligations of the parties hereto shall be governed by, and construed and interpreted in accordance with, the law of the State of New York.

     Section 8. Headings. Section headings contained in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purposes.

     Section 9. Waiver of Jury Trial. EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES TRIAL BY JURY IN ANY ACTION OR PROCEEDING WITH RESPECT TO THIS AMENDMENT OR ANY OTHER CREDIT DOCUMENT.

[SIGNATURE PAGES FOLLOW]

9

     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers and members thereunto duly authorized, on the date indicated below.

AVAGO TECHNOLOGIES FINANCE PTE. LTD.
By:	/s/ Adam H. Clammer
	Name: Adam H. Clammer
	Title:   Director
AVAGO TECHNOLOGIES HOLDING PTE. LTD.
By:	/s/ Adam H. Clammer
	Name: Adam H. Clammer
	Title:   Director
AVAGO TECHNOLOGIES FINANCE S.A.R.L.
By:	/s/ Adam H. Clammer
	Name: Adam H. Clammer
	Title:   Manager
AVAGO TECHNOLOGIES WIRELESS (U.S.A.)
MANUFACTURING INC.
By:	/s/ Adam H. Clammer
	Name: Adam H. Clammer
	Title:   President and Director
AVAGO TECHNOLOGIES U.S. INC.
By:	/s/ Adam H. Clammer
	Name: Adam H. Clammer
	Title:   President and Director

10

AVAGO TECHNOLOGIES (MALAYSIA) SDN. BHD. (f/k/a Jumbo Portfolio Sdn. Bhd.)
/s/ Adam H. Clammer
Name: Adam H. Clammer
Title:   Director
CITICORP NORTH AMERICA, INC., as Tranche B Term Loan Administrative Agent, Collateral Agent, and Lender
By:	/s/ David J. Windnam
	Name: David J. Windnam
	Title:   Vice President
CITICORP INTERNATIONAL LIMITED (HONG KONG), as Asian Administrative Agent
By:	/s/ Justin Crawe
	Name: Justin Crawe
	Title:   Vice President
CITICORP N.A., SINGAPORE BRANCH, as Lender and Letter of Credit Issuer
By:	/s/ David J. Windnam
	Name: David J. Windnam
	Title:   Vice President
CITIBANK BERHAD, as Lender
By:	/s/ Jacob Chia
	Name: Jacob Chia
	Title:   Corporate Bank Head Penning

11

LEHMAN COMMERCIAL PAPER INC., as Lender
By:	/s/ Craig Malloy
	Name: Craig Malloy
	Title: Authorized Signatory
LEHMAN BROTHERS INC., as Joint Lead Arranger and as Syndication Agent
By:	/s/ Craig Malloy
	Name: Craig Malloy
	Title: Vice President
CREDIT SUISSE, Cayman Islands Branch, as
Documentation Agent and Lender
By:	/s/ Alain Daoust
	Name: Alain Daoust
	Title: Director
By:	/s/ Denise Alvarez
	Name: Denise Alvarez
	Title: Associate
CREDIT SUISSE, Singapore Branch, as Lender
By:	/s/ Christine Knight
	Name: Christine Knight
	Title: Director
By:	/s/ Robin Rheaume
	Name: Robin Rheaume
	Title: Director

12

OVERSEA-CHINESE BANKING CORPORATION LIMITED, as Singaporean Managing Agent and Lender
By:	/s/ Ms. Elaine Lam
	Name: Ms. Elaine Lam
	Title: Co-Head, WCM
THE ROYAL BANK OF SCOTLAND, as Senior Managing Agent and Lender
By:	/s/ Robert Garden
	Name: Robert Garden
	Title: General Manager

13

EX-10.13 53 f23597orexv10w13.htm EXHIBIT 10.13

Exhibit-10.13

Amendment No. 2, Consent and Waiver
under
Credit Agreement

          Amendment No. 2, Consent and Waiver (this “Amendment No. 2, Consent and Waiver”), dated as of April _, 2006, to and under the Credit Agreement (the “Credit Agreement”) dated as of December 1, 2005, among AVAGO TECHNOLOGIES FINANCE PTE. LTD., a company incorporated under the Singapore Companies Act (the “Company” or the “Singaporean Borrower”), a wholly-owned Subsidiary of AVAGO TECHNOLOGIES HOLDING PTE. LTD., a company incorporated under the Singapore Companies Act (“Holdings”), a wholly-owned Subsidiary of AVAGO TECHNOLOGIES LIMITED, a company incorporated under the Singapore Companies Act (“Parent”), AVAGO TECHNOLOGIES FINANCE S.À.R.L., a Grand Duchy of Luxembourg limited liability company (the “Lux Borrower”), AVAGO TECHNOLOGIES (MALAYSIA) SDN. BHD. (f/k/a Jumbo Portfolio Sdn. Bhd.) (Company No. 704181-P), a company incorporated in Malaysia under the Companies Act 1965 (the “Malaysian Borrower”), AVAGO TECHNOLOGIES WIRELESS (U.S.A.) MANUFACTURING INC., a Delaware corporation (“U.S. Wireless”), and AVAGO TECHNOLOGIES U.S. INC., a Delaware corporation (“U.S. Opco” and together with U.S. Wireless, collectively, the “U.S. Borrowers” and each a “U.S. Borrower”, and together with the Singaporean Borrower, the Lux Borrower and the Malaysian Borrower, collectively, the “Borrowers”), the lending institutions listed on the signature pages thereto as a “Lender” or that from time to time become parties thereto by execution of an Assignment and Acceptance (each a “Lender” and, collectively, the “Lenders”), CITICORP INTERNATIONAL LIMITED (HONG KONG), as Asian Administrative Agent, CITICORP NORTH AMERICA, INC., as Tranche B Term Loan Administrative Agent and as Collateral Agent, CITIGROUP GLOBAL MARKETS INC., as Joint Lead Arranger and Joint Lead Bookrunner, LEHMAN BROTHERS INC., as Joint Lead Arranger, Joint Lead Bookrunner and Syndication Agent, CREDIT SUISSE, as Documentation Agent, OVERSEA-CHINESE BANKING CORPORATION LIMITED, as Singaporean Managing Agent, and THE ROYAL BANK OF SCOTLAND, as Senior Managing Agent, as amended. Capitalized terms used herein but not defined herein are used as defined in the Credit Agreement.

W i t n e s s e t h:

          Whereas, the Company failed to deliver the Section 9.1 Financials for the quarterly accounting period ended January 31, 2006 (the “First Quarter Section 9.1 Financials”) in accordance with Section 9.1(b) and Section 9.1(d) of the Credit Agreement (the “Section 9.1 Financials Default”); and

          Whereas, the Borrowers requested that the Administrative Agent and the Lenders agree to defer the delivery date of the First Quarter Financials to any date prior to May 1, 2006, and waive the Section 9.1 Financial Default as herein set forth; and

          WHEREAS, the Lenders signatory to a consent in the form set forth hereto as Exhibit A (an “Acknowledgment and Consent”) and the Administrative Agents have agreed, subject to the conditions herein provided, to waive the Section 9.1 Financial Default; and

          Whereas, the Lenders signatory to an Acknowledgment and Consent, the Borrowers and the Administrative Agents have agreed to amend the Credit Agreement on the terms and subject to the conditions herein provided.

          Now, Therefore, in consideration of the foregoing, the mutual covenants and obligations herein set forth and other good and valuable consideration, the adequacy and receipt of which is hereby acknowledged, and in reliance upon the representations, warranties and covenants herein contained, the parties hereto, intending to be legally bound, hereby agree as follows:

     Section 1. Waiver and Consent. As of the Effective Date (as defined below), each of the Administrative Agents and each Lender signatory to an Acknowledgment and Consent hereby (a) agrees to defer the delivery date of the First Quarter Section 9.1 Financials to any date prior to May 1, 2006 and (b) waive the Section 9.1 Financial Default, provided that if the Company fails to deliver the First Quarter Section 9.1 Financials on or prior to May 1, 2006, the waiver set forth in this clause (b) shall automatically and without any further action be voided and of no further force and effect.

     Section 2. Amendment No. 2 to the Credit Agreement. As of the Effective Date (as defined below), the Credit Agreement is hereby amended by deleting Section 5.5 in its entirety and inserting in lieu thereof the following:

     “5.5 Computations of Interest and Fees. (a) Interest on LIBOR Loans, SOR Loans, RM Loans and, except as provided in the next succeeding sentence, ABR Loans shall be calculated on the basis of a 360-day year for the actual days elapsed. Interest on ABR Loans in respect of which the rate of interest is calculated on the basis of the U.S. Prime Rate shall be calculated on the basis of a 365- (or 366-, as the case may be) day year for the actual days elapsed.

     (b) Fees and Letters of Credit Outstanding shall be calculated on the basis of a 360- day year for the actual days elapsed.

     Section 3. Conditions Precedent to Amendments. This Amendment No. 2, Consent And Waiver shall become effective as of the date (the “Effective Date”) on which each of the following conditions precedent set shall have been satisfied or duly waived:

     (a) Certain Documents. The Administrative Agents shall have received each of the following:

          (i) this Amendment No. 2, Consent And Waiver, duly executed by each of the Credit Parties and each of the Administrative Agents; and

          (ii) Acknowledgment and Consent, duly executed by each of the Requisite Lenders.

     (b) Representations and Warranties. Each of the representations and warranties contained in Section 4 below shall be true and correct in all material respects.

     (c) No Default or Event of Default. After giving effect to this Amendment No. 2, Consent And Waiver, no Default or Event of Default, shall have occurred and be continuing.

- 2 -

     Section 4. Representations and Warranties. Each Credit Party hereby jointly and severally represents and warrants to the Administrative Agents and each Lender, with respect to all Credit Parties, as follows:

     (a) After giving effect to this Amendment No. 2, Consent And Waiver, each of the representations and warranties in the Credit Agreement and in the other Credit Documents are true and correct in all material respects on and as of the date hereof as though made on and as of such date, except to the extent that any such representation or warranty expressly relates to an earlier date and except for changes therein expressly permitted by the Credit Agreement.

     (b) The execution, delivery and performance by each Credit Party of this Amendment No. 2, Consent And Waiver have been duly authorized by all requisite corporate, limited liability company or limited partnership action on the part of such Credit Party and will not violate any of the articles of incorporation or bylaws (or other constituent documents) of such Credit Party.

     (c) This Amendment No. 2, Consent And Waiver has been duly executed and delivered by each Credit Party, and each of this Amendment No. 2, Consent And Waiver and the Credit Agreement as amended hereby constitutes the legal, valid and binding obligation of such Credit Party, enforceable against such Credit Party in accordance with their terms, except as the same may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the rights of creditors generally and by general principles of equity.

     (d) After giving effect to this Amendment No. 2, Consent And Waiver, no Default or Event of Default has occurred and is continuing as of the date hereof.

     Section 5. Costs and Expenses. As provided in Section 13.5 of the Credit Agreement, the Company agrees to reimburse the Agents for all reasonable fees, costs and expenses, including the reasonable fees, costs and expenses of counsel or other advisors for advice, assistance or other representation in connection with this Amendment No. 2, Consent And Waiver.

     Section 6. Reference to and Effect on the Credit Documents.

     (a) As of the Effective Date, each reference in the Credit Agreement and the other Credit Documents to “this Agreement,” “hereunder,” “hereof,” “herein,” or words of like import, and each reference in the other Credit Documents to the Credit Agreement (including, without limitation, by means of words like “thereunder,” “thereof” and words of like import), shall mean and be a reference to the Credit Agreement as amended hereby, and this Amendment No. 2, Consent And Waiver and the Credit Agreement shall be read together and construed as a single instrument. Each of the table of contents and lists of Exhibits and Schedules of the Credit Agreement shall be amended to reflect the changes made in this Amendment No. 2, Consent And Waiver.

     (b) Except as expressly amended hereby, all of the terms and provisions of the Credit Agreement and all other Credit Documents are and shall remain in full force and effect and are hereby ratified and confirmed.

     (c) The execution, delivery and effectiveness of this Amendment No. 2, Consent And Waiver shall not, except as expressly provided herein, operate as a waiver of any right,

- 3 -

power or remedy of any Agent, any Lender or the Letter of Credit Issuer under the Credit Agreement or any Credit Document, or constitute a waiver or amendment of any other provision of the Credit Agreement or any Credit Document except as and to the extent expressly set forth herein.

     (d) Each Credit Party hereby confirms that the guaranties, security interests and liens granted pursuant to the Credit Documents continue to guarantee and secure the Obligations as set forth in the Credit Documents and that such guaranties, security interests and liens remain in full force and effect.

     Section 7. Counterparts. This Amendment No. 2, Consent And Waiver may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Receipt by the Administrative Agents of a facsimile copy of an executed signature page hereof shall constitute receipt by the Administrative Agents of an executed counterpart of this Amendment No. 2, Consent And Waiver.

     Section 8. Governing Law. This Amendment No. 2, Consent And Waiver and the rights and obligations of the parties hereto shall be governed by, and construed and interpreted in accordance with, the law of the State of New York.

     Section 9. Headings. Section headings contained in this Amendment No. 2, Consent And Waiver are included herein for convenience of reference only and shall not constitute a part of this Amendment No. 2, Consent And Waiver for any other purposes.

     Section 10. Waiver of Jury Trial. EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES TRIAL BY JURY IN ANY ACTION OR PROCEEDING WITH RESPECT TO THIS AMENDMENT NO. 2, CONSENT AND WAIVER OR ANY OTHER CREDIT DOCUMENT.

[Signature Pages Follow]

- 4 -

          In Witness Whereof, the parties hereto have caused this Amendment No. 2, Consent And Waiver to be executed by their respective officers and members thereunto duly authorized, on the date indicated below.

AVAGO TECHNOLOGIES FINANCE PTE. LTD.
By:	/s/ Dick Chang
	Name:	Dick Chang
	Title:	Director

AVAGO TECHNOLOGIES HOLDING PTE. LTD.
By:	/s/ Dick Chang
	Name:	Dick Chang
	Title:	Director

AVAGO TECHNOLOGIES FINANCE S.À.R.L.
By:	/s/ Rex Jackson
	Name:	Rex Jackson
	Title:	Director

AVAGO TECHNOLOGIES WIRELESS (U.S.A.) MANUFACTURING INC.
By:	/s/ Rex Jackson
	Name:	Rex Jackson
	Title:	Director

AVAGO TECHNOLOGIES U.S. INC.
By:	/s/ Rex Jackson
	Name:	Rex Jackson
	Title:	Director

AVAGO TECHNOLOGIES (MALAYSIA) SDN. BHD. (f/k/a Jumbo Portfolio Sdn. Bhd.)
 

/s/ Rex Jackson

Name:  Rex Jackson

Title:    Director

[Signature Page to Avago Amendment No. 2, Consent and Waiver]

CITICORP NORTH AMERICA, INC., as Tranche B Term Loan Administrative Agent, Collateral Agent, and Lender
By:	/s/ C.P. Mahon
	Name:	C.P. Mahon
	Title:	Vice President

CITICORP INTERNATIONAL LIMITED (HONG KONG), as Asian Administrative Agent
By:
	Name:
	Title:

CITIBANK N.A., SINGAPORE BRANCH, as Lender and Letter of Credit Issuer
By:	/s/ David J. Wirdnam
	Name:	David J. Wirdnam
	Title:	Vice President

CITIBANK BERHAD, as Lender
By:
	Name:
	Title:

[Signature Page to Avago Amendment No. 2, Consent and Waiver]

CITICORP NORTH AMERICA, INC., as Tranche B Term Loan Administrative Agent, Collateral Agent, and Lender
By:
	Name:
	Title:

CITICORP INTERNATIONAL LIMITED (HONG KONG), as Asian Administrative Agent
By:	/s/ Justin Crane
	Name:	Justin Crane
	Title:	Vice President

CITIBANK N.A., SINGAPORE BRANCH, as Lender and Letter of Credit Issuer
By:
	Name:
	Title:

CITIBANK BERHAD, as Lender
By:
	Name:
	Title:

[Signature Page to Avago Amendment No. 2, Consent and Waiver]

CITICORP NORTH AMERICA, INC., as Tranche B Term Loan Administrative Agent, Collateral Agent, and Lender
By:
	Name:
	Title:

CITICORP INTERNATIONAL LIMITED (HONG KONG), as Asian Administrative Agent
By:
	Name:
	Title:

CITIBANK N.A., SINGAPORE BRANCH, as Lender and Letter of Credit Issuer
By:
	Name:
	Title:

CITIBANK BERHAD, as Lender
By:	/s/ Jacob Chia
	Name:	Jacob Chia
	Title:	Director Corporate Banking Head Penang

[Signature Page to Avago Amendment No. 2, Consent and Waiver]

LEHMAN COMMERCIAL PAPER INC., as Lender
By:	/s/ Craig Malloy
	Name:	Craig Malloy
	Title:	Authorized Signatory

LEHMAN BROTHERS INC., as Joint Lead Arranger and as Syndication Agent
By:	/s/ Craig Malloy
	Name:	Craig Malloy
	Title:	V.P.

[Signature Page to Avago Amendment No. 2, Consent and Waiver]

THE ROYAL BANK OF SCOTLAND, as Senior Managing Agent and Lender
By:	/s/ Alan Goodyear
	Name:	Alan Goodyear
	Title:	General Manager & Head of Corporates

[Signature Page to Avago Amendment No. 2, Consent and Waiver]

EX-10.16 54 f23597orexv10w16.htm EXHIBIT 10.16

Exhibit- 10.16

Execution Version

SECURITY AGREEMENT

          THIS SECURITY AGREEMENT dated as of December 1, 2005, among AVAGO TECHNOLOGIES WIRELESS (U.S.A.) MANUFACTURING INC., a Delaware corporation (“U.S. Wireless”), and AVAGO TECHNOLOGIES U.S. INC., a Delaware corporation (“U.S. Opco” and together with U.S. Wireless, the “U.S. Borrowers” and each a “U.S. Borrower”), each of the Subsidiaries of the Company listed on the signature pages hereto (each such entity being a “Subsidiary Grantor” and, collectively, the “Subsidiary Grantors”; the Subsidiary Grantors and the U.S. Borrowers are referred to collectively as the “Grantors”) and CITICORP NORTH AMERICA, INC., as Collateral Agent (in such capacity, the “Collateral Agent”) under the Credit Agreement (as defined below) for the benefit of the Secured Parties (as defined below).

W I T N E S S E T H:

WHEREAS, the U.S. Borrowers are party to the Credit Agreement, dated as of December 1, 2005 (as the same may be amended, restated, supplemented or otherwise modified, refinanced or replaced from time to time, the “Credit Agreement”) among AVAGO TECHNOLOGIES FINANCE PTE. LTD. (company registration number 200512223N), a Singapore limited company (the “Singaporean Borrower” or the “Company”), a wholly-owned Subsidiary of AVAGO TECHNOLOGIES HOLDING PTE. LTD. (company registration number 200512203H), a Singapore limited company (“Holdings”), a wholly-owned Subsidiary of AVAGO TECHNOLOGIES LIMITED, formerly known as Avago Technologies Pte. Limited (company registration number 200510713C), a Singapore limited company (“Avago” or “Parent”), AVAGO TECHNOLOGIES FINANCE S.À.R.L., a Grand Duchy of Luxembourg limited liability company (the “Lux Borrower”), AVAGO TECHNOLOGIES (MALAYSIA) SDN. BHD. (f/k/a Jumbo Portfolio Sdn. Bhd.) (Company No. 704181-P), a company incorporated in Malaysia under the Companies Act, 1965 (the “Malaysian Borrower”), each of the U.S. Borrowers (together with the Singaporean Borrower, the Lux Borrower and the Malaysian Borrower, the “Borrowers”), the lenders or other financial institutions or entities from time to time parties thereto (the “Lenders”), CITICORP INTERNATIONAL LIMITED (HONG KONG), as Asian Administrative Agent and CITICORP NORTH AMERICA, INC., as Tranche B-1 Term Loan Administrative Agent and as Collateral Agent.

WHEREAS, (a) pursuant to the Credit Agreement, the Lenders have severally agreed to make Loans to the Borrowers and the Letter of Credit Issuer has agreed to issue Letters of Credit for the account of the Borrowers (collectively, the “Extensions of Credit”) upon the terms and subject to the conditions set forth therein and (b) one or more Lenders or affiliates of Lenders may from time to time enter into Hedge Agreements with one or more of the Borrowers;

WHEREAS, pursuant to the Guarantee (the “Guarantee”) dated as of the date hereof, each Subsidiary Grantor party thereto has unconditionally and irrevocably

guaranteed, as primary obligor and not merely as surety, to the Collateral Agent for the benefit of the Secured Parties the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations;

          WHEREAS, each Subsidiary Grantor is a Subsidiary Guarantor;

          WHEREAS, the proceeds of the Extensions of Credit will be used in part to enable the U.S. Borrowers to make valuable transfers to the Subsidiary Grantors in connection with the operation of their respective businesses;

          WHEREAS, each Grantor acknowledges that it will derive substantial direct and indirect benefit from the making of the Extensions of Credit; and

          WHEREAS, it is a condition precedent to the obligation of the Lenders and the Letter of Credit Issuer to make their respective Extensions of Credit to the Borrowers under the Credit Agreement that the Grantors shall have executed and delivered this Security Agreement to the Collateral Agent for the ratable benefit of the Secured Parties;

          NOW, THEREFORE, in consideration of the premises and to induce each Administrative Agent, the Collateral Agent, the Syndication Agent, the Lenders and the Letter of Credit Issuer to enter into the Credit Agreement and to induce the respective Lenders and the Letter of Credit Issuer to make their respective Extensions of Credit to the Borrowers under the Credit Agreement and to induce one or more Lenders or affiliates of Lenders to enter into Hedge Agreements with the Borrowers, the Grantors hereby agree with the Collateral Agent, for the ratable benefit of the Secured Parties, as follows:

          1. Defined Terms.

          (a) Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

          (b) Terms used herein without definition that are defined in the UCC have the meanings given to them in the UCC, including the following terms (which are capitalized herein): Account, Chattel Paper, Documents, Instruments, Inventory, Letter-of-Credit Right, Securities Account.

          (c) The following terms shall have the following meanings:

          “Collateral” shall have the meaning provided in Section 2.

          “Collateral Account” shall mean any collateral account established by the Collateral Agent as provided in Section 5.1 or Section 5.3.

2

          “Collateral Agent” shall have the meaning provided in the preamble to this Security Agreement.

          “Copyright License” shall mean any written agreement, now or hereafter in effect, granting any right to any third party under any copyright now or hereafter owned by any Grantor (including all Copyrights) or that any Grantor otherwise has the right to license, or granting any right to any Grantor under any copyright now or hereafter owned by any third party, and all rights of any Grantor under any such agreement.

          “copyrights” shall mean, with respect to any Person, all of the following now owned or hereafter acquired by such Person: (i) all copyright rights in any work subject to the copyright laws of the United States or any other country, whether as author, assignee, transferee or otherwise, and (ii) all registrations and applications for registration of any such copyright in the United States or any other country, including registrations, recordings, supplemental registrations and pending applications for registration in the United States Copyright Office.

          “Copyrights” shall mean all copyrights now owned or hereafter acquired by any Grantor, including those listed on Schedule 1.

          “equipment” shall mean all “equipment,” as such term is defined in Article 9 of the UCC, now or hereafter owned by any Grantor or to which any Grantor has rights and, in any event, shall include all machinery, equipment, furnishings, movable trade fixtures and vehicles now or hereafter owned by any Grantor or to which any Grantor has rights and any and all Proceeds, additions, substitutions and replacements of any of the foregoing, wherever located, together with all attachments, components, parts, equipment and accessories installed thereon or affixed thereto; but excluding equipment to the extent it is subject to a Lien permitted by the Credit Agreement and the terms of the Indebtedness securing such Lien prohibit assignment of, or granting of a security interest in, such Grantor’s rights and interests therein (other than to the extent that any such prohibition would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the Uniform Commercial Code (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law), provided, that immediately upon the repayment of all Indebtedness secured by such Lien, such Grantor shall be deemed to have granted a Security Interest in all the rights and interests with respect to such equipment.

          “Extensions of Credit” shall have the meaning assigned to such term in the recitals hereto.

          “General Intangibles” shall mean all “general intangibles” as such term is defined in Article 9 of the UCC and, in any event, including with respect to any Grantor, all contracts, agreements, instruments and indentures in any form, and portions thereof, to which such Grantor is a party or under which such Grantor has any right, title or interest or to which such Grantor or any property of such Grantor is subject, as the same may from time to time be amended, supplemented or otherwise modified, including (a) all

3

rights of such Grantor to receive moneys due and to become due to it thereunder or in connection therewith, (b) all rights of such Grantor to receive proceeds of any insurance, indemnity, warranty or guarantee with respect thereto, (c) all claims of such Grantor for damages arising out of any breach of or default thereunder and (d) all rights of such Grantor to terminate, amend, supplement, modify or exercise rights or options thereunder, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder, in each case to the extent the grant by such Grantor of a Security Interest pursuant to this Security Agreement in its right, title and interest in any such contract, agreement, instrument or indenture (i) is not prohibited by such contract, agreement, instrument or indenture without the consent of any other party thereto, (ii) would not give any other party to any such contract, agreement, instrument or indenture the right to terminate its obligations thereunder or (iii) is permitted with consent if all necessary consents to such grant of a Security Interest have been obtained from the other parties thereto (other than to the extent that any such prohibition referred to in clauses (i), (ii) and (iii) would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the Uniform Commercial Code (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law) (it being understood that the foregoing shall not be deemed to obligate such Grantor to obtain such consents), provided that the foregoing limitation shall not affect, limit, restrict or impair the grant by such Grantor of a Security Interest pursuant to this Security Agreement in any Account or any money or other amounts due or to become due under any such contract, agreement, instrument or indenture.

          “Guarantors” shall mean Holdings and each Subsidiary Guarantor.

          “Grantor” shall have the meaning assigned to such term in the recitals hereto.

          “Intellectual Property” shall mean all of the following now owned or hereafter acquired by any Grantor: rights, priorities and privileges relating to intellectual property, whether arising under United States, multinational or foreign laws or otherwise now owned or hereafter acquired, including (a) all information used or useful arising from the business including all goodwill, trade secrets, trade secret rights, know-how, customer lists, processes of production, ideas, confidential business information, techniques, processes, formulas and all other proprietary information, and (b) the Copyrights, the Patents, the Trademarks and the Licenses and all rights to sue at law or in equity for any infringement or other impairment thereof, including the right to receive all proceeds and damages therefrom, in each case to the extent the grant by such Grantor of a Security Interest pursuant to this Security Agreement in any such rights, priorities and privileges relating to intellectual property (i) is not prohibited by any contract, agreement or other instrument governing such rights, priorities and privileges without the consent of any other party thereto, (ii) would not give any other party to any such contract, agreement or other instrument the right to terminate its obligations thereunder or (iii) is permitted with consent if all necessary consents to such grant of a Security Interest have been obtained from the relevant parties (other than to the extent that any such prohibition referred to in clauses (i), (ii) and (iii) would be rendered ineffective pursuant to Sections

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9-406, 9-407, 9-408 or 9-409 of the Uniform Commercial Code (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law) (it being understood that the foregoing shall not be deemed to obligate such Grantor to obtain such consents).

          “Investment Property” shall mean all Securities (whether certificated or uncertificated), Security Entitlements, Securities Accounts, Commodity Contracts and Commodity Accounts of any Grantor (other than as pledged pursuant to the Pledge Agreements), whether now or hereafter acquired by any Grantor, in each case to the extent the grant by a Grantor of a Security Interest therein pursuant to this Security Agreement in its right, title and interest in any such Investment Property (i) is not prohibited by any contract, agreement, instrument or indenture governing such Investment Property without the consent of any other party thereto, (ii) would not give any other party to any such contract, agreement, instrument or indenture the right to terminate its obligations thereunder or (iii) is permitted with consent if all necessary consents to such grant of a Security Interest have been obtained from the other parties thereto (other than to the extent that any such prohibition referred to in clauses (i), (ii) and (iii) would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the Uniform Commercial Code (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law) (it being understood that the foregoing shall not be deemed to obligate such Grantor to obtain such consents).

          “License” shall mean any Patent License, Trademark License, Copyright License or other license or sublicense to which any Grantor is a party.

          “Obligations” shall mean the collective reference to (i) the due and punctual payment of (x) the principal of and premium, if any, and interest at the applicable rate provided in the Credit Agreement (including interest at the contract rate applicable upon default accrued or accruing after the commencement of any proceeding, under the Bankruptcy Code or any applicable provision of comparable state or foreign law, whether or not such interest is an allowed claim in such proceeding) on the Loans, when and as due, whether at maturity, by acceleration, upon one or more dates set for prepayment or otherwise, (y) each payment required to be made by any Borrower under the Credit Agreement or any other Credit Documents in respect of any Letter of Credit, when and as due, including payments in respect of reimbursement of disbursements, interest thereon and obligations to provide cash collateral, and (z) all other monetary obligations, including fees, costs, expenses and indemnities, whether primary, secondary, direct, contingent, fixed or otherwise (including monetary obligations incurred during the pendency of any proceeding under the Bankruptcy Code or any applicable provision of comparable state or foreign law, whether or not such interest is an allowed claim in such proceeding), of any Borrower or any other Credit Party to any of the Secured Parties under the Credit Agreement and any other Credit Documents, (ii) the due and punctual performance of all covenants, agreements, obligations and liabilities of the Borrowers under or pursuant to the Credit Agreement and the other Credit Documents, (iii) the due and punctual payment and performance of all the covenants, agreements, obligations and liabilities of each other Credit Party under or pursuant to this Security Agreement or the

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other Credit Documents, (iv) the due and punctual payment and performance of all obligations of each Credit Party under each Hedge Agreement that (x) is in effect on the Closing Date with a counterparty that is a Lender or an affiliate of a Lender as of the Closing Date or (y) is entered into after the Closing Date with any counterparty that is a Lender or an affiliate of a Lender at the time such Hedge Agreement is entered into and (v) the due and punctual payment and performance of all obligations in respect of overdrafts and related liabilities owed to the applicable Administrative Agent or its affiliates arising from or in connection with (a) treasury, depositary, cash management services, (b) automated clearinghouse transfer of funds or (c) employee credit card programs of up to the U.S. Dollar Equivalent of $5,000,000.

          “Patent License” shall mean any written agreement, now or hereafter in effect, granting to any third party any right to make, use or sell any invention on which a patent, now or hereafter owned by any Grantor (including all Patents) or that any Grantor otherwise has the right to license, is in existence, or granting to any Grantor any right to make, use or sell any invention on which a patent, now or hereafter owned by any third party, is in existence, and all rights of any Grantor under any such agreement.

          “patents” shall mean, with respect to any Person, all of the following now owned or hereafter acquired by such Person: (a) all letters patent of the United States or the equivalent thereof in any other country, all registrations and recordings thereof, and all applications for letters patent of the United States or the equivalent thereof in any other country, including registrations, recordings and pending applications in the United States Patent and Trademark Office or any similar offices in any other country, and (b) all reissues, continuations, divisions, continuations-in-part, renewals or extensions thereof, and the inventions disclosed or claimed therein, including the right to make, use and/or sell the inventions disclosed or claimed therein.

          “Patents” shall mean all patents now owned or hereafter acquired by any Grantor, including those listed on Schedule 2.

          “Proceeds” shall mean all “proceeds” as such term is defined in Article 9 of the UCC and, in any event, shall include with respect to any Grantor, any consideration received from the sale, exchange, license, lease or other disposition of any asset or property that constitutes Collateral, any value received as a consequence of the possession of any Collateral and any payment received from any insurer or other person or entity as a result of the destruction, loss, theft, damage or other involuntary conversion of whatever nature of any asset or property that constitutes Collateral, and shall include (a) all cash and negotiable instruments received by or held on behalf of the Collateral Agent, (b) any claim of any Grantor against any third party for (and the right to sue and recover for and the rights to damages or profits due or accrued arising out of or in connection with) (i) past, present or future infringement of any Patent now or hereafter owned by any Grantor, or licensed under a Patent License, (ii) past, present or future infringement or dilution of any Trademark now or hereafter owned by any Grantor or licensed under a Trademark License or injury to the goodwill associated with or symbolized by any Trademark now or hereafter owned by any Grantor, (iii) past, present

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or future breach of any License and (iv) past, present or future infringement of any Copyright now or hereafter owned by any Grantor or licensed under a Copyright License and (c) any and all other amounts from time to time paid or payable under or in connection with any of the Collateral.

          “Secured Parties” shall mean, collectively, (i) the Lenders, (ii) each Administrative Agent, (iii) the Collateral Agent, (iv) the Letter of Credit Issuer, (v) the Swingline Lender, (vi) the Syndication Agent, (vii) the Documentation Agent, (viii) each counterparty to a Hedge Agreement the obligations under which constitute Obligations, (ix) the beneficiaries of each indemnification obligation undertaken by any Credit Party under the Credit Agreement or any document executed pursuant thereto and (x) any successors, indorsees, transferees and assigns of each of the foregoing.

          “Security Agreement” shall mean this Security Agreement, as the same may be amended, supplemented or otherwise modified from time to time.

          “Security Interest” shall have the meaning provided in Section 2.

          “Trademark License” shall mean any written agreement, now or hereafter in effect, granting to any third party any right to use any trademark now or hereafter owned by any Grantor (including any Trademark) or that any Grantor otherwise has the right to license, or granting to any Grantor any right to use any trademark now or hereafter owned by any third party, and all rights of any Grantor under any such agreement.

          “trademarks” shall mean, with respect to any Person, all of the following now owned or hereafter acquired by such Person: (i) all trademarks, service marks, trade names, corporate names, company names, business names, fictitious business names, trade styles, trade dress, logos, other source or business identifiers, designs and general intangibles of like nature, now existing or hereafter adopted or acquired, all registrations and recordings thereof (if any), and all registration and recording applications filed in connection therewith, including registrations and registration applications in the United States Patent and Trademark Office or any similar offices in any State of the United States or any other country or any political subdivision thereof, and all extensions or renewals thereof, (ii) all goodwill associated therewith or symbolized thereby and (iii) all other assets, rights and interests that uniquely reflect or embody such goodwill.

          “Trademarks” shall mean all trademarks now owned or hereafter acquired by any Grantor, including those listed on Schedule 3 hereto; provided that any “intent to use” Trademark applications for which a statement of use has not been filed (but only until such statement is filed) are excluded from this definition.

          “UCC” shall mean the Uniform Commercial Code as from time to time in effect in the State of New York; provided, however, that, in the event that, by reason of mandatory provisions of law, any of the attachment, perfection or priority of the Collateral Agent’s and the Secured Parties’ security interest in any Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of

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New York, the term “UCC” shall mean the Uniform Commercial Code as in effect in such other jurisdiction for purposes of the provisions hereof relating to such attachment, perfection or priority and for purposes of definitions related to such provisions.

          (d) The words “hereof”, “herein”, “hereto” and “hereunder” and words of similar import when used in this Security Agreement shall refer to this Security Agreement as a whole and not to any particular provision of this Security Agreement, and Section, subsection, clause and Schedule references are to this Security Agreement unless otherwise specified. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”.

          (e) The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms.

          (f) Where the context requires, terms relating to the Collateral or any part thereof, when used in relation to a Grantor, shall refer to such Grantor’s Collateral or the relevant part thereof.

          (g) References to “Lenders” in this Security Agreement shall be deemed to include affiliates of any Lender that may from time to time enter into Hedge Agreements with one or more of the Borrowers.

          2. Grant of Security Interest.

          (a) Each Grantor hereby bargains, sells, conveys, assigns, sets over, mortgages, pledges, hypothecates and transfers to the Collateral Agent, for the ratable benefit of the Secured Parties, and grants to the Collateral Agent, for the ratable benefit of the Secured Parties a lien on and security interest in (the “Security Interest”), all of its right, title and interest in, to and under all of the following property now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Collateral”), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations:

     (i) all Accounts;

     (ii) all cash;

     (iii) all Chattel Paper;

     (iv) all Documents;

     (v) all equipment;

     (vi) all General Intangibles;

     (vii) all Instruments;

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     (viii) all Intellectual Property;

     (ix) all Inventory;

     (x) all Investment Property;

     (xi) all Letters of Credit and Letter-of-Credit Rights;

     (xii) all Supporting Obligations;

     (xiii) all Collateral Accounts;

     (xiv) all books and records pertaining to the Collateral;

     (xv) the extent not otherwise included, all Proceeds and products of any and all of the foregoing.

          (b) Each Grantor hereby irrevocably authorizes the Collateral Agent and its Affiliates, counsel and other representatives, at any time and from time to time, to file or record financing statements, amendments to financing statements, and other filing or recording documents or instruments with respect to the Collateral in such form and in such offices as the Collateral Agent reasonably determines appropriate to perfect the security interests of the Collateral Agent under this Security Agreement, and such financing statements and amendments may described the Collateral covered thereby as “all assets”, “all personal property” or words of similar effect. Each Grantor hereby also authorizes the Collateral Agent and its Affiliates, counsel and other representatives, at any time and from time to time, to file continuation statements with respect to previously filed financing statements. A photographic or other reproduction of this Security Agreement shall be sufficient as a financing statement or other filing or recording document or instrument for filing or recording in any jurisdiction to the Collateral Agent..

          Each Grantor hereby agrees to provide to the Collateral Agent, promptly upon request, any information necessary to effectuate the filings or recordings authorized by this Section 2(b). Each Grantor also ratifies its authorization for the Collateral Agent to file in any relevant jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof.

          The Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other country) such documents as may be necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest granted by each Grantor, without the signature of any Grantor, and naming any Grantor or the Grantors as debtors and the Collateral Agent, as the case may be, as secured party.

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          The Security Interests are granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Collateral.

          3. Representations and Warranties.

          Each Grantor hereby represents and warrants to the Collateral Agent and each Secured Party that:

          3.1 Title; No Other Liens. Except for (a) the Security Interest granted to the Collateral Agent for the ratable benefit of the Secured Parties pursuant to this Security Agreement, (b) the Liens permitted by the Credit Agreement and (c) any Liens securing Indebtedness which is no longer outstanding or any Liens with respect to commitments to lend which have been terminated, such Grantor owns each item of the Collateral free and clear of any and all Liens or claims of others. No security agreement, financing statement or other public notice with respect to all or any part of the Collateral that evidences a Lien securing any material Indebtedness is on file or of record in any public office, except such as have been filed in favor of the Collateral Agent for the ratable benefit of the Secured Parties pursuant to this Security Agreement or are permitted by the Credit Agreement.

          3.2 Perfected First Priority Liens. (a) This Security Agreement is effective to create in favor of the Collateral Agent, for its benefit and for the benefit of the Secured Parties, legal, valid and enforceable Security Interests in the Collateral, subject to the effects of bankruptcy, insolvency or similar laws affecting creditors’ rights generally and general equitable principles.

          (b) Subject to the limitations set forth in clause (c) of this Section 3.2, the Security Interests granted pursuant to this Security Agreement (i) will constitute valid and perfected Security Interests in the Collateral (as to which perfection may be obtained by the filings or other actions described in clause (A), (B) or (C) of this paragraph) in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, as collateral security for the Obligations, upon (A) the completion of the filing in the applicable filing offices of all financing statements, in each case, naming each Grantor as “debtor” and the Collateral Agent as “secured party” and describing the Collateral, (B) delivery of all Instruments, Chattel Paper, Certificated Securities and negotiable Documents in each case, properly endorsed for transfer to the Collateral Agent or in blank and (C) completion of the filing, registration and recording of a fully executed agreement in the form hereof (or a supplement hereto) and containing a description of all Collateral constituting Intellectual Property in the United States Patent and Trademark Office (or any successor office) within the three month period (commencing as of the date hereof) or, in the case of Collateral constituting Intellectual Property acquired after the date hereof, thereafter pursuant to 35 USC § 261 and 15 USC § 1060 and the regulations thereunder with respect to United States Patents and United States registered Trademarks and in the United States Copyright Office (or any successor office) within the one month period (commencing as of the applicable date of acquisition or filing) or, in the case of

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Collateral constituting Intellectual Property acquired after the date hereof, thereafter with respect to United States registered Copyrights pursuant to 17 USC § 205 and the regulations thereunder as soon as reasonably practicable, and otherwise as may be required pursuant to the laws of any other necessary jurisdiction to the extent that a security interest may be perfected by such filings, registrations and recordings, and (ii) are prior to all other Liens on the Collateral other than Liens permitted pursuant to Section 10.2 of the Credit Agreement.

          (c) Notwithstanding anything to the contrary herein, no Grantor shall be required to perfect the Security Interests granted by this Security Agreement (including Security Interests in cash, cash accounts and Investment Property) by any means other than by (i) filings pursuant to the UCC of the relevant State(s), (ii) filings with the registrars of motor vehicles or other appropriate authorities in the relevant jurisdictions, (iii) filings approved by United States government offices with respect to Intellectual Property or (iv) delivery to the Collateral Agent to be held in its possession of all Collateral consisting of Tangible Chattel Paper, Instruments, Certificated Securities or Negotiable Documents.

          (d) It is understood and agreed that the Security Interests in cash and Investment Property created hereunder shall not prevent the Grantors from using such assets in the ordinary course of their respective businesses.

          4. Covenants.

          Each Grantor hereby covenants and agrees with the Collateral Agent and the Secured Parties that, from and after the date of this Security Agreement until the Obligations under the Credit Documents are paid in full, the Commitments are terminated and no Letter of Credit remains outstanding:

          4.1 Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain the Security Interest created by this Security Agreement as a perfected Security Interest having at least the priority described in Section 3.1 and shall defend such Security Interest against the claims and demands of all Persons whomsoever, in each case subject to Section 3.2(c).

          (b) Such Grantor will furnish to the Collateral Agent and the Lenders from time to time statements and schedules further identifying and describing the assets and property of such Grantor and such other reports in connection therewith as the Collateral Agent may reasonably request. In addition, within 30 days after the end of each calendar quarter, such Grantor will deliver to the Collateral Agent a written supplement substantially in the form of Annex B hereto with respect to any additional Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks and Trademark Licenses acquired by such Grantor after the date hereof, all in reasonable detail.

          (c) Subject to clause (d) below and Section 3.2(c), each Grantor agrees that at any time and from time to time, at the expense of such Grantor, it will execute any

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and all further documents, financing statements, agreements and instruments, and take all such further actions (including the filing and recording of financing statements and other documents, including all applicable documents required under Section 3.2(b)(C)), which may be required under any applicable law, or which the Collateral Agent or the Required Lenders may reasonably request, in order (x) to grant, preserve, protect and perfect the validity and priority of the Security Interests created or intended to be created hereby or (y) to enable the Collateral Agent to exercise and enforce its rights and remedies hereunder with respect to any Collateral, including the filing of any financing or continuation statements under the UCC in effect in any jurisdiction with respect to the Security Interests created hereby and all applicable documents required under Section 3.2(b)(C), all at the expense of such Grantor.

          (d) Notwithstanding anything in this Section 4.1 to the contrary, (i) with respect to any assets acquired by such Grantor after the date hereof that are required by the Credit Agreement to be subject to the Lien created hereby or (ii) with respect to any Person that, subsequent to the date hereof, becomes a U.S. Subsidiary that is required by the Credit Agreement to become a party hereto, the relevant Grantor after the acquisition or creation thereof shall promptly take all actions required by the Credit Agreement or this Section 4.1.

          4.2 Changes in Locations, Name, etc. Each Grantor will furnish to the Collateral Agent prompt written notice of any change (i) in its legal name, (ii) in its jurisdiction of organization or location for purposes of the UCC, (iii) in any office in which it maintains books or records relating to Collateral owned by it (including the establishment of any such new office), (iv) in its identity or type of organization or corporate structure or (v) in its Federal Taxpayer Identification Number or organizational identification number. Each Grantor agrees promptly to provide the Collateral Agent with certified organizational documents reflecting any of the changes described in the first sentence of this paragraph. Each Grantor agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been made and all actions have been taken under the UCC or that are otherwise required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral having at least the priority described in Section 3.2. Each Grantor also agrees promptly to notify the Collateral Agent if any material portion of the Collateral is damaged or destroyed.

          4.3 Notices. Each Grantor will advise the Collateral Agent and the Lenders promptly, in reasonable detail, of any Lien of which it has knowledge (other than the Security Interests created hereby or Liens permitted under the Credit Agreement) on any of the Collateral which would adversely affect, in any material respect, the ability of the Collateral Agent to exercise any of its remedies hereunder.

          4.4 Special Covenants with Respect to Equipment. (a) Each Grantor shall, promptly after the acquisition by such Grantor of any item of equipment that is covered by a certificate of title under a statute of any jurisdiction under the law of which indication of a Security Interest on such certificate is required as a condition of perfection

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thereof, execute and file with the registrar of motor vehicles or other appropriate authority in such jurisdiction an application or other document requesting the notation or other indication of the Security Interest created hereunder on such certificate of title.

          (b) Upon the occurrence and during the continuation of any Event of Default, all insurance payments in respect of such equipment shall be paid to and applied by the Collateral Agent as specified in Section 5.4 hereof.

          (c) At the Collateral Agent’s request at any time after the occurrence and during the continuance of an Event of Default, each Grantor shall deliver to the Collateral Agent the certificates of title covering each item of equipment the perfection of which is governed by the notation on the certificate of title of the Collateral Agent’s Security Interest created hereunder.

          5. Remedial Provisions.

          5.1 Certain Matters Relating to Accounts. (a) At any time after the occurrence and during the continuance of an Event of Default and after giving reasonable notice to the Company and any other relevant Grantor, the Administrative Agents shall have the right, but not the obligation, to instruct the Collateral Agent to (and upon such instruction, the Collateral Agent shall) make test verifications of the Accounts in any manner and through any medium that such Agent reasonably considers advisable, and each Grantor shall furnish all such assistance and information as such Agent may require in connection with such test verifications. Such Agent shall have the absolute right to share any information it gains from such inspection or verification with any Secured Party.

          (b) The Collateral Agent hereby authorizes each Grantor to collect such Grantor’s Accounts and the Collateral Agent may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default. If required in writing by the Collateral Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of Accounts, when collected by any Grantor, (i) shall be forthwith (and, in any event, within two Business Days) deposited by such Grantor in the exact form received, duly endorsed by such Grantor to the Collateral Agent if required, in a Collateral Account maintained under the sole dominion and control of and on terms and conditions reasonably satisfactory to the Collateral Agent, subject to withdrawal by the Collateral Agent for the account of the Secured Parties only as provided in Section 5.5, and (ii) until so turned over, shall be held by such Grantor in trust for the Collateral Agent and the Secured Parties, segregated from other funds of such Grantor. Each such deposit of Proceeds of Accounts shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit.

          (c) At the Collateral Agent’s request at any time after the occurrence and during the continuance of an Event of Default, each Grantor shall deliver to the Collateral Agent all original and other documents evidencing, and relating to, the

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agreements and transactions which gave rise to the Accounts, including all original orders, invoices and shipping receipts.

          (d) Upon the occurrence and during the continuance of an Event of Default, a Grantor shall not grant any extension of the time of payment of any of the Accounts, compromise, compound or settle the same for less than the full amount thereof, release, wholly or partly, any person liable for the payment thereof, or allow any credit or discount whatsoever thereon if the Collateral Agent shall have instructed the Grantors not to grant or make any such extension, credit, discount, compromise or settlement under any circumstances during the continuance of such Event of Default.

          (e) At the direction of the Collateral Agent, upon the occurrence and during the continuance of an Event of Default, each Grantor shall grant to the Collateral Agent to the extent assignable, an irrevocable, non-exclusive, fully paid-up, royalty-free, worldwide license to use, assign, license or sublicense any of the Intellectual Property now owned or hereafter acquired by such Grantor. Such license shall include access to all media in which any of the licensed items may be recorded or stored and to all computer programs used for the compilation or printout thereof.

          5.2 Communications with Credit Parties; Grantors Remain Liable. (a) The Collateral Agent in its own name or in the name of others may at any time after the occurrence and during the continuance of an Event of Default, after giving reasonable notice to the relevant Grantor of its intent to do so, communicate with obligors under the Accounts to verify with them to the Collateral Agent’s satisfaction the existence, amount and terms of any Accounts. The Collateral Agent shall have the absolute right to share any information it gains from such inspection or verification with any Secured Party.

          (b) Upon the written request of the Collateral Agent at any time after the occurrence and during the continuance of an Event of Default, each Grantor shall notify obligors on the Accounts that the Accounts have been assigned to the Collateral Agent for the ratable benefit of the Secured Parties and that payments in respect thereof shall be made directly to the Collateral Agent.

          (c) Anything herein to the contrary notwithstanding, each Grantor shall remain liable under each of the Accounts to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. Neither the Collateral Agent nor any Secured Party shall have any obligation or liability under any Account (or any agreement giving rise thereto) by reason of or arising out of this Security Agreement or the receipt by the Collateral Agent or any Secured Party of any payment relating thereto, nor shall the Collateral Agent or any Secured Party be obligated in any manner to perform any of the obligations of any Grantor under or pursuant to any Account (or any agreement giving rise thereto), to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or

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to collect the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times.

          5.3 Proceeds to be Turned Over To Collateral Agent. In addition to the rights of the Collateral Agent and the Secured Parties specified in Section 5.1 with respect to payments of Accounts, if an Event of Default shall occur and be continuing and the Collateral Agent so requires by notice in writing to the relevant Grantor (it being understood that the exercise of remedies by the Secured Parties in connection with an Event of Default under Section 11.5 of the Credit Agreement shall be deemed to constitute a request by the Collateral Agent for the purposes of this sentence and in such circumstances, no such written notice shall be required), all Proceeds received by any Grantor consisting of cash, checks and other near-cash items shall be held by such Grantor in trust for the Collateral Agent and the Secured Parties, segregated from other funds of such Grantor, and shall, forthwith upon receipt by such Grantor, be turned over to the Collateral Agent in the exact form received by such Grantor (duly endorsed by such Grantor to the Collateral Agent, if required). All Proceeds received by the Collateral Agent hereunder shall be held by the Collateral Agent in a Collateral Account maintained under its dominion and control and on terms and conditions reasonably satisfactory to the Collateral Agent. All Proceeds while held by the Collateral Agent in a Collateral Account (or by such Grantor in trust for the Collateral Agent and the Secured Parties) shall continue to be held as collateral security for all the Obligations and shall not constitute payment thereof until applied as provided in Section 5.4.

          5.4 Application of Proceeds. The Collateral Agent shall apply the proceeds of any collection or sale of the Collateral as well as any Collateral consisting of cash, at any time after receipt as follows:

     (i) first, to the payment of all reasonable and documented costs and expenses incurred by the Collateral Agent in connection with such collection or sale or otherwise in connection with this Security Agreement, the other Credit Documents or any of the Obligations, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Collateral Agent hereunder or under any other Credit Document on behalf of any Grantor and any other reasonable and documented costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Credit Document;

     (ii) second, to the Secured Parties, an amount equal to all Obligations owing to them on the date of any distribution, and, if such moneys shall be insufficient to pay such amounts in full, then ratably (without priority of any one over any other) to such Secured Parties in proportion to the unpaid amounts thereof; and

     (iii) third, any surplus then remaining shall be paid to the Grantors or their successors or assigns or to whomsoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct.

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Upon any sale of the Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof.

          5.5 Code and Other Remedies. If an Event of Default shall occur and be continuing, the Collateral Agent may exercise in respect of the Collateral, in addition to all other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party upon default under the UCC or any other applicable law and also may without notice except as specified below, sell the Collateral or any part thereof in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Collateral Agent or any Lender or elsewhere for cash or on credit or for future delivery at such price or prices and upon such other terms as are commercially reasonable irrespective of the impact of any such sales on the market price of the Collateral. The Collateral Agent shall be authorized at any such sale (if it deems it advisable to do so) to restrict the prospective bidders or purchasers of Collateral to Persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or sale thereof, and, upon consummation of any such sale, the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of any Grantor, and each Grantor hereby waives (to the extent permitted by law) all rights of redemption, stay and/or appraisal that it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. The Collateral Agent and any Secured Party shall have the right upon any such public sale, and, to the extent permitted by law, upon any such private sale, to purchase the whole or any part of the Collateral so sold, and the Collateral Agent or such Secured Party may pay the purchase price by crediting the amount thereof against the Obligations. Each Grantor agrees that, to the extent notice of sale shall be required by law, at least ten days’ notice to such Grantor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. To the extent permitted by law, each Grantor hereby waives any claim against the Collateral Agent arising by reason of the fact that the price at which any Collateral may have been sold at such a private sale was less than the price that might have been obtained at a public sale, even if the Collateral Agent accepts the first offer received and does not offer such Collateral to more than one offeree. Each Grantor further agrees, at the Collateral Agent’s request to assemble the Collateral and make it available to the Collateral Agent, at places which the Collateral Agent shall reasonably select, whether at such Grantor’s premises or

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elsewhere. The Collateral Agent shall apply the net proceeds of any action taken by it pursuant to this subsection 5.5 in accordance with the provisions of subsection 5.4.

          5.6 Deficiency. Each Grantor shall remain liable for any deficiency if the proceeds of any sale or other disposition of the Collateral are insufficient to pay its Obligations and the fees and disbursements of any attorneys employed by the Collateral Agent or any Secured Party to collect such deficiency.

          5.7 Amendments, etc. with Respect to the Obligations; Waiver of Rights. Each Grantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against any Grantor and without notice to or further assent by any Grantor, (a) any demand for payment of any of the Obligations made by the Collateral Agent or any other Secured Party may be rescinded by such party and any of the Obligations continued, (b) the Obligations, or the liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Collateral Agent or any other Secured Party, (c) the Credit Agreement, the other Credit Documents, the Letters of Credit and any other documents executed and delivered in connection therewith and the Hedge Agreements and any other documents executed and delivered in connection therewith and any documents entered into with the applicable Administrative Agent or the Collateral Agent or any of its respective affiliates in connection with treasury, depositary or cash management services or in connection with any automated clearinghouse transfer of funds may be amended, modified, supplemented or terminated, in whole or in part, as the applicable Administrative Agent (or the Required Lenders, as the case may be, or, in the case of any Hedge Agreement or documents entered into with the applicable Administrative Agent or any of its respective affiliates in connection with treasury, depositary or cash management services or in connection with any automated clearinghouse transfer of funds, the party thereto) may deem advisable from time to time, and (d) any collateral security, guarantee or right of offset at any time held by the Collateral Agent or any other Secured Party for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. Neither the Collateral Agent nor any other Secured Party shall have any obligation to protect, secure, perfect or insure any Lien at any time held by it as security for the Obligations or for this Security Agreement or any property subject thereto. When making any demand hereunder against any Grantor, the Collateral Agent or any other Secured Party may, but shall be under no obligation to, make a similar demand on any Borrower or any Grantor or any other person, and any failure by the Collateral Agent or any other Secured Party to make any such demand or to collect any payments from any Borrower or any Grantor or any other person or any release of any Borrower or any Grantor or any other person shall not relieve any Grantor in respect of which a demand or collection is not made or any Grantor not so released of its several obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of the Collateral Agent or any other Secured Party against

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any Grantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

          6. The Collateral Agent.

          6.1 Collateral Agent’s Appointment as Attorneys-in-Fact, etc. (a) Each Grantor hereby appoints, which appointment is irrevocable and coupled with an interest, effective upon and during the occurrence of an Event of Default, the Collateral Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Grantor and in the name of such Grantor or otherwise, for the purpose of carrying out the terms of this Security Agreement, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this Security Agreement, and, without limiting the generality of the foregoing, each Grantor hereby gives the Collateral Agent the power and right, on behalf of such Grantor, either in the Collateral Agent’s name or in the name of such Grantor or otherwise, without assent by such Grantor, to do any or all of the following, in each case after and during the occurrence of an Event of Default and after written notice by the Collateral Agent of its intent to do so:

     (i) take possession of and endorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys due under any Account or with respect to any other Collateral and file any claim or take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Collateral Agent for the purpose of collecting any and all such moneys due under any Account or with respect to any other Collateral whenever payable;

     (ii) in the case of any Intellectual Property, execute and deliver, and have recorded, any and all agreements, instruments, documents and papers as the Collateral Agent may request to evidence the Collateral Agent’s and the Secured Parties’ Security Interest in such Intellectual Property and the goodwill and general intangibles of such Grantor relating thereto or represented thereby;

     (iii) pay or discharge taxes and Liens levied or placed on or threatened against the Collateral;

     (iv) execute, in connection with any sale provided for in Section 5.5, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral;

     (v) obtain and adjust insurance required to be maintained by such Grantor or paid to the Collateral Agent pursuant to Section 4.5;

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     (vi) direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due or to become due thereunder directly to the Collateral Agent or as the Collateral Agent shall direct;

     (vii) ask or demand for, collect and receive payment of and receipt for, any and all moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Collateral;

     (viii) sign and endorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications, notices and other documents in connection with any of the Collateral;

     (ix) commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any portion thereof and to enforce any other right in respect of any Collateral;

     (x) defend any suit, action or proceeding brought against such Grantor with respect to any Collateral (with such Grantor’s consent to the extent such action or its resolution could materially affect such Grantor or any of its affiliates in any manner other than with respect to its continuing rights in such Collateral);

     (xi) settle, compromise or adjust any such suit, action or proceeding and, in connection therewith, give such discharges or releases as the Collateral Agent may deem appropriate (with such Grantor’s consent to the extent such action or its resolution could materially affect such Grantor or any of its affiliates in any manner other than with respect to its continuing rights in such Collateral);

     (xii) assign any Copyright, Patent or Trademark (along with the goodwill of the business to which any such Copyright, Patent or Trademark pertains), throughout the world for such term or terms, on such conditions, and in such manner, as the Collateral Agent shall in its sole discretion determine; and

     (xiii) generally, sell, transfer, pledge and make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Collateral Agent were the absolute owner thereof for all purposes, and do, at the Collateral Agent’s option and such Grantor’s expense, at any time, or from time to time, all acts and things that the Collateral Agent deems necessary to protect, preserve or realize upon the Collateral and the Collateral Agent’s and the Secured Parties’ Security Interests therein and to effect the intent of this Security Agreement, all as fully and effectively as such Grantor might do.

Anything in this Section 6.1(a) to the contrary notwithstanding, the Collateral Agent agrees that it will not exercise any rights under the power of attorney provided for in this Section 6.1(a) unless an Event of Default shall have occurred and be continuing.

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          (b) If any Grantor fails to perform or comply with any of its agreements contained herein, the Collateral Agent, at its option, but without any obligation so to do, may perform or comply, or otherwise cause performance or compliance, with such agreement.

          (c) The expenses of the Collateral Agent incurred in connection with actions undertaken as provided in this Section 6.1, together with interest thereon at a rate per annum equal to the highest rate per annum at which interest would then be payable on any category of past due ABR Loans under the Credit Agreement, from the date of payment by the Collateral Agent to the date reimbursed by the relevant Grantor, shall be payable by such Grantor to the Collateral Agent on demand.

          (d) Each Grantor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. All powers, authorizations and agencies contained in this Security Agreement are coupled with an interest and are irrevocable until this Security Agreement is terminated and the Security Interests created hereby are released.

          6.2 Duty of Collateral Agent. The Collateral Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of the UCC or otherwise, shall be to deal with it in the same manner as the Collateral Agent deals with similar property for its own account. The Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of any Collateral in its possession if such Collateral is accorded treatment substantially equal to that which the Collateral Agent accords its own property. Neither the Collateral Agent, any Secured Party nor any of their respective officers, directors, employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any Grantor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The powers conferred on the Collateral Agent and the Secured Parties hereunder are solely to protect the Collateral Agent’s and the Secured Parties’ interests in the Collateral and shall not impose any duty upon the Collateral Agent or any Secured Party to exercise any such powers. The Collateral Agent and the Secured Parties shall be accountable only for amounts that they actually receive as a result of the exercise of such powers, and neither they nor any of their officers, directors, employees or agents shall be responsible to any Grantor for any act or failure to act hereunder, except for their own gross negligence or willful misconduct.

          6.3 Authority of Collateral Agent. Each Grantor acknowledges that the rights and responsibilities of the Collateral Agent under this Security Agreement with respect to any action taken by the Collateral Agent or the exercise or non-exercise by the Collateral Agent of any option, voting right, request, judgment or other right or remedy provided for herein or resulting or arising out of this Security Agreement shall, as between the Collateral Agent and the Secured Parties, be governed by the Credit Agreement, and by such other agreements with respect thereto as may exist from time to

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time among them, but, as between the Collateral Agent and the Grantors, the Collateral Agent shall be conclusively presumed to be acting as agent for the applicable Secured Parties with full and valid authority so to act or refrain from acting, and no Grantor shall be under any obligation, or entitlement, to make any inquiry respecting such authority.

          6.4 Security Interest Absolute. All rights of the Collateral Agent hereunder, the security interest and all obligations of the Grantors hereunder shall be absolute and unconditional.

          6.5 Continuing Security Interest; Assignments Under the Credit Agreement; Release. (a) This Security Agreement shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Grantor and the successors and assigns thereof and shall inure to the benefit of the Collateral Agent and the other Secured Parties and their respective successors, indorsees, transferees and assigns until all Obligations under the Credit Documents (other than any contingent indemnity obligations not then due) and the obligations of each Grantor under this Security Agreement shall have been satisfied by payment in full, the Commitments shall be terminated and no Letters of Credit shall be outstanding, notwithstanding that from time to time during the term of the Credit Agreement and any Hedge Agreement the Credit Parties may be free from any Obligations.

          (b) A Subsidiary Grantor shall automatically be released from its obligations hereunder and the Security Interest in the Collateral of such Subsidiary Grantor shall be automatically released upon the consummation of any transaction permitted under the Credit Agreement as a result of which such Subsidiary Grantor ceases to be a Subsidiary Guarantor.

          (c) Upon any sale or other transfer by any Grantor of any Collateral that is permitted under the Credit Agreement or upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to Section 13.1 of the Credit Agreement, the Security Interest in such Collateral shall be automatically released and such Collateral sold free and clear of the Lien and Security Interests created hereby.

          (d) In connection with any termination or release pursuant to paragraph (a), (b) or (c), the Collateral Agent shall execute and deliver to any Grantor, at such Grantor’s expense, all documents that such Grantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 6.5 shall be without recourse to or warranty by the Collateral Agent.

          6.6 Reinstatement. Each Grantor further agrees that, if any payment made by any Credit Party or other Person and applied to the Obligations is at any time annulled, avoided, set aside, rescinded, invalidated, declared to be fraudulent or preferential or otherwise required to be refunded or repaid, or the proceeds of Collateral are required to be returned by any Secured Party to such Credit Party, its estate, trustee, receiver or any other party, including any Grantor, under any bankruptcy law, state or

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federal law, common law or equitable cause, then, to the extent of such payment or repayment, any Lien or other Collateral securing such liability shall be and remain in full force and effect, as fully as if such payment had never been made or, if prior thereto the Lien granted hereby or other Collateral securing such liability hereunder shall have been released or terminated by virtue of such cancellation or surrender), such Lien or other Collateral shall be reinstated in full force and effect, and such prior cancellation or surrender shall not diminish, release, discharge, impair or otherwise affect any Lien or other Collateral securing the obligations of any Grantor in respect of the amount of such payment.

          7. Collateral Agent As Agent.

          (a) Citicorp North America, Inc. has been appointed to act as the Collateral Agent under the Credit Agreement, by the Lenders under the Credit Agreement and, by their acceptance of the benefits hereof, the other Secured Parties. The Collateral Agent shall be obligated, and shall have the right hereunder, to make demands, to give notices, to exercise or refrain from exercising any rights, and to take or refrain from taking any action (including the release or substitution of Collateral), solely in accordance with this Security Agreement and the Credit Agreement, provided that the Collateral Agent shall exercise, or refrain from exercising, any remedies provided for in Section 5 in accordance with the instructions of Required Lenders. In furtherance of the foregoing provisions of this Section 7(a), each Secured Party, by its acceptance of the benefits hereof, agrees that it shall have no right individually to realize upon any of the Collateral hereunder, it being understood and agreed by such Secured Party that all rights and remedies hereunder may be exercised solely by the Collateral Agent for the ratable benefit of the applicable Lenders and Secured Parties in accordance with the terms of this Section 7(a).

          (b) The Collateral Agent shall at all times be the same Person that is the Collateral Agent under the Credit Agreement. Written notice of resignation by the Collateral Agent pursuant to Section 12.9 of the Credit Agreement shall also constitute notice of resignation as Collateral Agent under this Security Agreement; removal of the Collateral Agent shall also constitute removal under this Security Agreement; and appointment of a Collateral Agent pursuant to Section 12.9 of the Credit Agreement shall also constitute appointment of a successor Collateral Agent under this Security Agreement. Upon the acceptance of any appointment as Collateral Agent under Section 12.9 of the Credit Agreement by a successor Collateral Agent, that successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Collateral Agent under this Security Agreement, and the retiring or removed Collateral Agent under this Security Agreement shall promptly (i) transfer to such successor Collateral Agent all sums, securities and other items of Collateral held hereunder, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Collateral Agent under this Security Agreement, and (ii) execute and deliver to such successor Collateral Agent or otherwise authorize the filing of such amendments to financing statements and take such other actions, as may be necessary or appropriate in

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connection with the assignment to such successor Collateral Agent of the Security Interests created hereunder, whereupon such retiring or removed Collateral Agent shall be discharged from its duties and obligations under this Security Agreement. After any retiring or removed Collateral Agent’s resignation or removal hereunder as Collateral Agent, the provisions of this Security Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it under this Security Agreement while it was Collateral Agent hereunder.

          (c) The Collateral Agent shall not be deemed to have any duty whatsoever with respect to any Secured Party that is a counterparty to a Hedge Agreement the obligations under which constitute Obligations, unless it shall have received written notice in form and substance satisfactory to the Collateral Agent from a Grantor or any such Secured Party as to the existence and terms of the applicable Hedge Agreement.

          8. Miscellaneous.

          8.1 Amendments in Writing. None of the terms or provisions of this Security Agreement may be waived, amended, supplemented or otherwise modified except by a written instrument executed by the affected Grantor and the applicable Administrative Agent in accordance with Section 13.1 of the Credit Agreement.

          8.2 Notices. All notices, requests and demands pursuant hereto shall be made in accordance with Section 13.2 of the Credit Agreement. All communications and notices hereunder to any Subsidiary Grantor shall be given to it in care of the Company at the Company’s address set forth in Section 13.2 of the Credit Agreement.

          8.3 No Waiver by Course of Conduct; Cumulative Remedies. Neither the Collateral Agent nor any Secured Party shall by any act (except by a written instrument pursuant to Section 9.1 hereof), delay, indulgence, omission or otherwise be deemed to have waived any right or remedy hereunder or to have acquiesced in any Default or Event of Default or in any breach of any of the terms and conditions hereof. No failure to exercise, nor any delay in exercising, on the part of the Collateral Agent or any other Secured Party, any right, power or privilege hereunder shall operate as a waiver thereof. No single or partial exercise of any right, power or privilege hereunder shall preclude any other or further exercise thereof or the exercise of any other right, power or privilege. A waiver by the Collateral Agent or any other Secured Party of any right or remedy hereunder on any one occasion shall not be construed as a bar to any right or remedy that the Collateral Agent or such other Secured Party would otherwise have on any future occasion. The rights, remedies, powers and privileges herein provided are cumulative, may be exercised singly or concurrently and are not exclusive of any other rights or remedies provided by law.

          8.4 Enforcement Expenses; Indemnification. (a) Each Grantor agrees to pay any and all expenses (including all reasonable fees and disbursements of counsel) that may be paid or incurred by any Secured Party in enforcing, or obtaining advice of

23

counsel in respect of, any rights with respect to, or collecting, any or all of the Obligations and/or enforcing any rights with respect to, or collecting against, such Grantor under this Security Agreement.

          (b) Each Grantor agrees to pay, and to save the Collateral Agent and the Secured Parties harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Security Agreement.

          (c) Each Grantor agrees to pay, and to save the Collateral Agent and the Secured Parties harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Security Agreement to the extent a Borrower would be required to do so pursuant to Section 12.7 of the Credit Agreement.

          (d) The agreements in this Section 9.4 shall survive repayment of the Obligations and all other amounts payable under the Credit Agreement and the other Credit Documents.

          8.5 Successors and Assigns. The provisions of this Security Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that no Grantor may assign, transfer or delegate any of its rights or obligations under this Security Agreement without the prior written consent of the Collateral Agent except pursuant to a transaction permitted by the Credit Agreement.

          8.6 Counterparts. This Security Agreement may be executed by one or more of the parties to this Security Agreement on any number of separate counterparts (including by facsimile or other electronic transmission), and all of said counterparts taken together shall be deemed to constitute one and the same instrument. A set of the copies of this Security Agreement signed by all the parties shall be lodged with the Collateral Agent and the Company.

          8.7 Severability. Any provision of this Security Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties hereto shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

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          8.8 Section Headings. The Section headings used in this Security Agreement are for convenience of reference only and are not to affect the construction hereof or be taken into consideration in the interpretation hereof.

          8.9 Integration. This Security Agreement together with the other Credit Documents represents the agreement of each of the Grantors with respect to the subject matter hereof and there are no promises, undertakings, representations or warranties by the Collateral Agent or any other Secured Party relative to the subject matter hereof not expressly set forth or referred to herein or in the other Credit Documents.

          8.10 GOVERNING LAW. THIS SECURITY AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

          8.11 Submission To Jurisdiction Waivers. Each Grantor hereby irrevocably and unconditionally:

     (a) submits for itself and its property in any legal action or proceeding relating to this Security Agreement and the other Credit Documents to which it is a party, or for recognition and enforcement of any judgment in respect thereof, to the non-exclusive general jurisdiction of the courts of the State of New York, the courts of the United States of America for the Southern District of New York, and appellate courts from any thereof;

     (b) consents that any such action or proceeding may be brought in such courts and waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same;

     (c) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Grantor at its address referred to in Section 8.2 or at such other address of which the Collateral Agent shall have been notified pursuant thereto;

     (d) agrees that nothing herein shall affect the right of the Collateral Agent or any other Secured Party to effect service of process in any other manner permitted by law or shall limit the right of the Collateral Agent or any Secured Party to sue in any other jurisdiction; and

     (e) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this Section 8.11 any special, exemplary, punitive or consequential damages.

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          8.12 Acknowledgments. Each Grantor hereby acknowledges that:

     (a) it has been advised by counsel in the negotiation, execution and delivery of this Security Agreement and the other Credit Documents to which it is a party;

     (b) neither the Collateral Agent nor any other Secured Party has any fiduciary relationship with or duty to any Grantor arising out of or in connection with this Security Agreement or any of the other Credit Documents, and the relationship between the Grantors, on the one hand, and the Collateral Agent and the other Secured Parties, on the other hand, in connection herewith or therewith is solely that of debtor and creditor; and

     (c) no joint venture is created hereby or by the other Credit Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders and any other Secured Party or among the Grantors and the Lenders and any other Secured Party.

          8.13 Additional Grantors. Each U.S. Subsidiary of the Company that is required to become a party to this Security Agreement pursuant to Section 9.11 of the Credit Agreement shall become a Grantor, with the same force and effect as if originally named as a Grantor herein, for all purposes of this Security Agreement upon execution and delivery by such U.S. Subsidiary of a written supplement substantially in the form of Annex A hereto. The execution and delivery of any instrument adding an additional Grantor as a party to this Security Agreement shall not require the consent of any other Grantor hereunder. The rights and obligations of each Grantor hereunder shall remain in full force and effect notwithstanding the addition of any new Grantor as a party to this Security Agreement.

          8.14 WAIVER OF JURY TRIAL. EACH GRANTOR HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS SECURITY AGREEMENT, ANY OTHER CREDIT DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.

[Signature Pages Follow]

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          IN WITNESS WHEREOF, each of the undersigned has caused this Security Agreement to be duly executed and delivered as of the date first above written.

AVAGO TECHNOLOGIES WIRELESS (U.S.A.) MANUFACTURING INC., as Grantor
By:	/s/ Adam H. Clammer
	Name:	Adam H. Clammer
	Title:

AVAGO TECHNOLOGIES U.S. INC., as Grantor
By:	/s/ Adam H. Clammer
	Name:	Adam H. Clammer
	Title:

AVAGO TECHNOLOGIES IMAGING (U.S.A.) INC., as Grantor
By:	/s/ Adam H. Clammer
	Name:	Adam H. Clammer
	Title:

AVAGO TECHNOLOGIES STORAGE (U.S.A.) INC., as Grantor
By:	/s/ Adam H. Clammer
	Name:	Adam H. Clammer
	Title:

[Signature Page to U.S. Security Agreement]

AVAGO TECHNOLOGIES WIRELESS (U.S.A.) INC., as Grantor
By:	/s/ Adam H. Clammer
	Name:	Adam H. Clammer
	Title:	President

AVAGO TECHNOLOGIES U.S. R&D INC., as Grantor
By:	/s/ Adam H. Clammer
	Name:	Adam H. Clammer
	Title:	Director

[Signature Page to U.S. Security Agreement]

Citicorp North America, Inc., as Collateral Agent
By:	/s/ David Windnam
	Name:	David Windnam
	Title:	VP

[Signature Page to U.S. Security Agreement]

EX-10.17 55 f23597orexv10w17.htm EXHIBIT 10.17

Exhibit-10.17

          SUPPLEMENT NO. 1 dated as of May 1, 2006, to the SECURITY AGREEMENT dated as of December 1, 2005, among AVAGO TECHNOLOGIES WIRELESS (U.S.A.) MANUFACTURING INC., a Delaware corporation (“U.S. Wireless”), and AVAGO TECHNOLOGIES U.S. INC., a Delaware corporation (“U.S. Opco” and together with U.S. Wireless, the “U.S. Borrowers” and each a “U.S. Borrower”), each of the Subsidiaries of the Company listed on the signature pages thereto (each such Subsidiary individually, a “Subsidiary Grantor” and, collectively, the “Subsidiary Grantors”; the Subsidiary Grantors and the U.S. Borrowers are referred to collectively as the “Grantors”) and CITICORP NORTH AMERICA, INC., as Collateral Agent (in such capacity, the “Collateral Agent”) under the Credit Agreement referred to below.

          A. Reference is made to (a) the Credit Agreement dated as of December 1, 2005 (as the same may be amended, restated, supplemented or otherwise modified, refinanced or replaced from time to time, the “Credit Agreement”), among AVAGO TECHNOLOGIES FINANCE PTE. LTD. (company registration number 200512223N), a Singapore limited company (the “Company” or the “Singaporean Borrower”), a wholly-owned Subsidiary of AVAGO TECHNOLOGIES HOLDING PTE. LTD. (company registration number 200512203H), a Singapore limited company (“Holdings”), a wholly-owned Subsidiary of AVAGO TECHNOLOGIES LIMITED (company registration number 200510713C), a Singapore limited company (“Avago” or “Parent”), AVAGO TECHNOLOGIES FINANCE S.À.R.L., a Grand Duchy of Luxembourg limited liability company (the “Lux Borrower”), AVAGO TECHNOLOGIES (MALAYSIA) SDN. BHD. (f/k/a Jumbo Portfolio Sdn. Bhd.) (Company No. 704181-P), a company incorporated in Malaysia under the Companies Act, 1965 (the “Malaysian Borrower”), the U.S. Borrowers (together with the Singaporean Borrower, the Lux Borrower and the Malaysian Borrower, the “Borrowers and each, a “Borrower”), the lenders or other financial institutions or entities from time to time parties thereto (the “Lenders”), CITICORP INTERNATIONAL LIMITED (HONG KONG), as Asian Administrative Agent and CITICORP NORTH AMERICA, INC., as Tranche B Term Loan Administrative Agent and as Collateral Agent and (b) the Guarantee dated as of December 1, 2005 (as the same may be amended, restated, supplemented or otherwise modified, refinanced or replaced from time to time, the “Guarantee”), among the Guarantors party thereto and the Collateral Agent.

          B. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Security Agreement.

          C. The Grantors have entered into the Security Agreement in order to induce the Administrative Agents, the Collateral Agent, the Syndication Agent, the Lenders and the Letter of Credit Issuer to enter into the Credit Agreement and to induce the respective Lenders and the Letter of Credit Issuer to make their respective Extensions

of Credit to the Borrowers under the Credit Agreement and to induce one or more Lenders or affiliates of Lenders to enter into Hedge Agreements with the Borrowers.

          D. Section 9.11 of the Credit Agreement and Section 8.13 of the Security Agreement provide that each U.S. Subsidiary of the Borrower that is required to become a party to the Security Agreement pursuant to Section 9.11 of the Credit Agreement shall become a Grantor, with the same force and effect as if originally named as a Grantor therein, for all purposes of the Security Agreement upon execution and delivery by such U.S. Subsidiary of an instrument in the form of this Supplement. Each undersigned U.S. Subsidiary (each a “New Grantor”) is executing this Supplement in accordance with the requirements of the Security Agreement to become a Subsidiary Grantor under the Security Agreement in order to induce the Lenders and the Letter of Credit Issuer to make additional Extensions of Credit and as consideration for Extensions of Credit previously made.

          Accordingly, the Collateral Agent and the New Grantors agree as follows:

          SECTION 1. In accordance with subsection 8.13 of the Security Agreement, each New Grantor by its signature below becomes a Grantor under the Security Agreement with the same force and effect as if originally named therein as a Grantor and each New Grantor hereby (a) agrees to all the terms and provisions of the Security Agreement applicable to it as a Grantor thereunder and (b) represents and warrants that the representations and warranties made by it as a Grantor thereunder are true and correct on and as of the date hereof. In furtherance of the foregoing, each New Grantor, as security for the payment and performance in full of the Obligations, does hereby bargain, sell, convey, assign, set over, mortgage, pledge, hypothecate and transfer to the Collateral Agent, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, for the ratable benefit of the Secured Parties, a Security Interest in all of the Collateral of such New Grantor, in each case whether now or hereafter existing or in which now has or hereafter acquires an interest. Each reference to a “Grantor” in the Security Agreement shall be deemed to include each New Grantor. The Security Agreement is hereby incorporated herein by reference.

          SECTION 2. Each New Grantor represents and warrants to the Collateral Agent and the other Secured Parties that this Supplement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms.

          SECTION 3. This Supplement may be executed by one or more of the parties to this Supplement on any number of separate counterparts (including by facsimile or other electronic transmission), and all of said counterparts taken together shall be deemed to constitute one and the same instrument. A set of the copies of this Supplement signed by all the parties shall be lodged with the Collateral Agent and the Company. This Supplement shall become effective as to each New Grantor when the Collateral Agent shall have received counterparts of this Supplement that, when taken together, bear the signatures of such New Grantor and the Collateral Agent.

          SECTION 4. Each New Grantor hereby represents and warrants that (a) set forth on Schedule I attached hereto is a true and correct schedule of the location of any and all Collateral of such New Grantor, (b) set forth under its signature hereto is (i) the legal name of such New Grantor, (ii) the jurisdiction of incorporation or organization of such New Grantor, (iii) the true and correct location of the chief executive office and principal place of business and any office in which it maintains books or records relating to Collateral owned by it, (iv) the identity or type of organization or corporate structure of such New Grantor and (v) the Federal Taxpayer Identification Number and organizational number of such New Grantor and (c) as of each Closing Date (i) Schedule II hereto sets forth, in proper form for filing with the United States Copyright Office, all of each New Grantor’s Copyrights (and all applications therefor), (ii) Schedule III hereto sets forth, in proper form for filing with the United States Patent and Trademark Office, all of each New Grantor’s Patents (and all applications therefor), (iii) Schedule IV hereto sets forth, in proper form for filing with the United States Patent and Trademark Office, all of each New Grantor’s Trademarks (and all applications therefor).

          SECTION 5. Except as expressly supplemented hereby, the Security Agreement shall remain in full force and effect.

          SECTION 6. THIS SUPPLEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

          SECTION 7. Any provision of this Supplement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof and in the Security Agreement, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties hereto shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

          SECTION 8. All notices, requests and demands pursuant hereto shall be made in accordance with Section 13.2 of the Credit Agreement. All communications and notices hereunder to each New Grantor shall be given to it in care of the Company at the Company’s address set forth in Section 13.2 of the Credit Agreement.

          SECTION 9. Each New Grantor agrees to reimburse the Collateral Agent for its respective reasonable out-of-pocket expenses in connection with this Supplement, including the reasonable fees, other charges and disbursements of counsel for the Collateral Agent.

          IN WITNESS WHEREOF, each New Grantor and the Collateral Agent have duly executed this Supplement to the Security Agreement as of the day and year first above written.

AVAGO TECHNOLOGIES SENSOR (U.S.A.) INC.
By:	/s/ Rex Jackson
	Name:  Rex Jackson
	Title:    Director

CITICORP NORTH AMERICA, INC., AS COLLATERAL AGENT
By:	/s/ C. P. Mahon
	Name: C. P. Mahon
	Title:   Vice President

Signature Page to Guarantee Supplement

EX-10.18 56 f23597orexv10w18.htm EXHIBIT 10.18

Exhibit-10.18

EQUITY INCENTIVE PLAN
FOR EXECUTIVE EMPLOYEES OF
AVAGO TECHNOLOGIES LIMITED AND SUBSIDIARIES
(AMENDED AND RESTATED EFFECTIVE AS OF APRIL 14, 2006)

1. Purpose of Plan

     The Equity Incentive Plan for Executive Employees of Avago Technologies Limited and Subsidiaries (the “Plan”) is designed:

     (a) to promote the long term financial interests and growth of Avago Technologies Limited, a company organized under the laws of Singapore (the “Company”), and its Subsidiaries by attracting and retaining management and personnel with the training, experience and ability to enable them to make a substantial contribution to the success of the Company’s business;

     (b) to motivate personnel by means of growth-related incentives to achieve long range goals; and

     (c) to further the identity of interests of participants with those of the shareholders of the Company through opportunities for share or share-based ownership in the Company.

2. Definitions

     As used in the Plan, the following words shall have the following meanings:

     (a) “Affiliate” shall mean (i) with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with, such Person, and (ii) with respect to the Company, also any entity designated by the Board of Directors of the Company in which the Company or one of its Affiliates has an interest, (iii) with respect to Kohlberg Kravis Roberts & Co., (“KKR”), any Affiliate of any partner of KKR and (iv) with respect to Silver Lake Partners, (“SLP”), any Affiliate of any partner of SLP. For purposes of this Plan, “Person” means an individual, partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture, governmental authority or other entity of whatever nature, and “control” shall have the meaning given such term under Rule 405 of the Securities Act.

     (b) “Board of Directors” means the Board of Directors of the Company.

     (c) “Committee” means the Board of Directors or if administration of the Plan is delegated by the Board of Directors to it, the Compensation Committee

of the Board of Directors or such other committee of the Board of Directors designated by the Board of Directors to administer the Plan.

     (d) “Employee” means a person, including an officer, in the regular employment of the Company or one of its Subsidiaries.

     (e) “Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended.

     (f) “Fair Market Value” means such value of a Share as reported for stock exchange transactions and/or determined in accordance with any applicable resolutions or regulations of the Committee in effect at the relevant time.

     (g) “Grant” means a Share Option or a Share Purchase Right.

     (h) “Grant Agreement” means an agreement between the Company and a Participant that sets forth the terms, conditions and limitations applicable to a Grant. The terms, conditions and limitations applicable to a Share Purchase Right may be set forth in a Shareholders Agreement, which shall then constitute a Grant Agreement for purposes of this Plan.

     (i) “Participant” means an Employee, consultant, or other person having a unique relationship with the Company or one of its Subsidiaries, to whom one or more Grants have been made and such Grants have not all been forfeited or terminated under the Plan; provided, however, a non-employee director of the Company or one of its Subsidiaries may not be a Participant.

     (j) “Securities Act” means the U.S. Securities Act of 1933, as amended and the rules and regulations promulgated thereunder.

     (k) “Share” means an ordinary share in the capital of the Company.

     (l) “Shareholder’s Agreement” means an agreement between the Company and an Employee, consultant, or other person having a unique relationship with the Company or one of its Subsidiaries that sets forth the terms, conditions and limitations applicable to Share Options and Shares, including Shares issued under a Share Option and a Share Purchase Right.

     (m) “Share Options” means the “Non-Qualified Share Options” described in Section 5.

     (n) “Share Purchase Right” means a right to purchase Shares pursuant to Section 6 hereof.

     (o) “Subsidiary” means any corporation (or other entity) other than the Company in an unbroken chain of entities beginning with the Company if each of the entities, or group of commonly controlled entities, other than the last entity in the unbroken chain, then owns shares (or other equity interest) possessing 50% or

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more of the total combined voting power of all classes of equity in one of the other entities in such chain.

3. Administration of Plan

     (a) The Plan shall be administered by the Board of Directors or the Committee. Unless otherwise determined by the Board of Directors, the members of the Committee shall consist solely of individuals who are both “non-employee directors” as defined by Rule 16b-3 promulgated under the Exchange Act and “outside directors” for purposes of Section 162(m) of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), to the extent that the Company and its Employees are subject to Section 16 of the Exchange Act or Section 162(m) of the Code. The Committee may adopt its own rules of procedure, and the action of a majority of the Committee, taken at a meeting or taken without a meeting by a writing signed by such majority, shall constitute action by the Committee. The Committee shall have the power, authority and the discretion to administer, construe and interpret the Plan and Grant Agreements, to make rules for carrying out the Plan and to make changes in such rules. Any such interpretations, rules, and administration shall be made and done in good faith and consistent with the basic purposes of the Plan and be subject to all applicable laws.

     (b) The Committee may delegate to the Chief Executive Officer and to other senior officers of the Company its duties under the Plan subject to such conditions and limitations as the Committee shall prescribe except that only the Committee may designate and make Grants to Participants who are subject to Section 16 of the Exchange Act or Section 162(m) of the Code.

     (c) The Committee may employ attorneys, consultants, accountants, appraisers, brokers or other persons. The Committee, the Company, and the officers and directors of the Company shall be entitled to rely upon the advice, opinions or valuations of any such persons. Subject to the terms and conditions of this Plan and any applicable Grant Agreement, all actions taken and all interpretations and determinations made by the Committee in good faith shall be final and binding upon all Participants, the Company and all other interested persons. No member of the Committee shall be personally liable for any action, determination or interpretation made in good faith with respect to the Plan or the Grants, and all members of the Committee shall be fully protected by the Company with respect to any such action, determination or interpretation.

4. Eligibility

     (a) The Committee may from time to time make Grants under the Plan to such Employees, consultants, or other persons having a unique relationship with the Company or any of its Subsidiaries, and in such form and having such terms, conditions and limitations as the Committee may determine. No Grants may be made under this Plan to non-employee directors of the Company or any of its Subsidiaries. Grants may be granted singly, in combination or in tandem. The

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terms, conditions and limitations of each Grant under the Plan shall be set forth in a Grant Agreement, in a form approved by the Committee, consistent, however, with the terms of the Plan; provided, however, such Grant Agreement shall contain provisions dealing with the treatment of Grants in the event of the termination, death or disability of the Participant, and may also include provisions concerning the treatment of Grants in the event of a change of control of the Company.

     (b) Notwithstanding anything in this Plan to the contrary, prior to the Committee making a Grant under the Plan to an Employee, consultant or other person having a unique relationship with the Company or any of its Subsidiaries, such Employee, consultant or other person shall have executed a Shareholder’s Agreement in a form acceptable to the Company.

5. Share Options

     From time to time, the Committee may grant options to purchase Shares which are not “incentive stock options,” within the meaning of Section 422 of the Code. At the time of a Grant of a Share Option, the Committee shall determine, and shall have specified in the Grant Agreement or other Plan rules, the option exercise period, the option exercise price, and such other conditions or restrictions on the grant or exercise of the Share Option as the Committee deems appropriate. In addition to other restrictions contained in the Plan and Grant Agreement, Share Options granted under this Section 5 (i) may not be exercised more than 10 years (five years in the case of Grants to non-Employees) after the date granted and (ii) unless granted in substitution or exchange for other options in connections with a corporate transaction, may not have an option exercise price less than 100% of the Fair Market Value of a Share on the date the option is granted. Payment of the option exercise price shall be made in cash or, with the consent of the Committee, in Shares (including Shares acquired by contemporaneous exercise of other Share Options), or a combination thereof, in accordance with the terms of the Plan, the Grant Agreement and any applicable guidelines of the Committee in effect at the time.

6. Share Purchase Rights

     Share Purchase Rights may be granted either alone, in addition to, or in tandem with Share Options granted under the Plan. After the Committee determines that it will offer Share Purchase Rights under the Plan, it shall advise the offeree in writing of the terms, conditions and restrictions to which the offer is subject, which may include the number of Shares that such person shall be entitled to purchase, the price to be paid, and the time within which such person must accept such offer; provided, however, that the purchase price of such Shares shall not be less than the purchase price required under applicable law. The offer shall be accepted by execution of a Grant Agreement in the form determined by the Committee.

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7. Limitations and Conditions

     (a) The aggregate number of Shares available for Grants under this Plan and the Equity Incentive Plan for Senior Management Employees of Avago Technologies Limited and Subsidiaries (the “Senior Management Plan”) shall be 30,000,000 Shares. The issuance of a Share under the Senior Management Plan shall reduce the number of Shares available for Grants under the Plan, and vice versa. Unless restricted by applicable law, Shares related to Grants that are forfeited, terminated, canceled or expire unexercised, shall immediately become available for Grants.

     (b) The term of a Grant shall not exceed ten years. No Grants shall be made under the Plan beyond ten years after the effective date of the Plan, but the terms of Grants made on or before the expiration thereof may extend beyond such expiration. At the time a Grant is made or amended or the terms or conditions of a Grant are changed, the Committee may provide for limitations or conditions on such Grant.

     (c) Nothing contained herein shall affect the right of the Company or any Subsidiary to terminate any Participant’s employment at any time or for any reason.

     (d) Except as otherwise prescribed by the Committee, the amounts of the Grants for any employee of a Subsidiary, along with interest, dividends, and other expenses accrued on deferred Grants shall be charged to the Participant’s employer during the period for which the Grant is made. If the Participant is employed by more than one Subsidiary or by a combination of the Company and a Subsidiary during the period for which the Grant is made, the Participant’s Grant and related expenses will be allocated between the companies employing the Participant in a manner prescribed by the Committee.

     (e) Other than as specifically provided by will or by the applicable laws of descent and distribution or the terms of any applicable trust, no benefit under the Plan shall be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, or charge, and any attempt to do so shall be void. No such benefit shall, prior to receipt thereof by the Participant, be in any manner liable for or subject to the debts, contracts, liabilities, engagements, or torts of the Participant.

     (f) A Participant shall not be, and shall not have any of the rights or privileges of, a shareholder of the Company in respect of any Shares purchasable or otherwise acquired in connection with any Grant unless and until certificates representing any such Shares have been issued by the Company to such Participants; provided however that no delay in the issuance of certificates due to be issued hereunder representing any such Shares shall operate to impair or prejudice any Participant’s rights to participate in a corporate transaction providing for the disposition of such Shares.

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     (g) No election as to benefits or exercise of Share Options, Share Purchase Rights or other rights may be made during a Participant’s lifetime by anyone other than the Participant except by a legal representative appointed for or by the Participant.

     (h) Absent express provisions to the contrary, no Grant under this Plan shall be deemed “compensation” for purposes of computing benefits or contributions under any retirement plan of the Company or its Subsidiaries and shall not affect any benefits under any other benefit plan of any kind or subsequently in effect under which the availability or amount of benefits is related to level of compensation. This Plan is not a “Pension Plan” or “Welfare Plan” under the Employee Retirement Income Security Act of 1974, as amended.

     (i) Unless the Committee determines otherwise, no benefit or promise under the Plan shall be secured by any specific assets of the Company or any of its Subsidiaries, nor shall any assets of the Company or any of its Subsidiaries be designated as attributable or allocated to the satisfaction of the Company’s obligations under the Plan.

8. Transfers and Leaves of Absence

     For purposes of the Plan, unless the Committee determines otherwise: (a) a transfer of a Participant’s employment without an intervening period of separation among the Company and any Subsidiary shall not be deemed a termination of employment, and (b) a Participant who is granted in writing a leave of absence shall be deemed to have remained in the employ of the Company or a Subsidiary during such leave of absence.

9. Adjustments

     In the event of any change in the outstanding Shares (including an exchange for cash) by reason of a stock split, reverse stock split, spin-off, stock dividend, stock combination or reclassification, recapitalization, reorganization, consolidation, merger, change of control, or similar event, the Committee shall adjust appropriately the number and kind of Shares subject to the Plan and available for, covered by or issued pursuant to Grants and Share prices related to outstanding Grants, and make such other revisions to outstanding Grants as it deems are equitably required.

10. Merger, Consolidation, Exchange, Acquisition, Distribution, Liquidation or Dissolution

     In its sole discretion, and on such terms and conditions as it deems appropriate, coincident with or after any Grant, the Committee may provide that such Grant cannot be exercised after the consummation of the merger or consolidation of the Company into another corporation, the exchange of all or substantially all of the assets of the Company for the securities of another corporation, the acquisition by another corporation of 80% or more of the Company’s then outstanding voting shares or the recapitalization, reclassification, liquidation or dissolution of the Company, or other adjustment or event which results in Shares being exchanged for or converted into cash, securities or other property, and if the Committee so

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provides, it shall, on such terms and conditions as it deems appropriate in its absolute discretion, also provide, either by the terms of such Grant or by a resolution adopted prior to the consummation of such merger, consolidation, exchange, acquisition, recapitalization, reclassification, liquidation or dissolution, that, for some period of time prior to the consummation of such transaction or event, such Grant shall be exercisable as to all shares subject thereto, notwithstanding anything to the contrary herein (but subject to the provisions of Section 7(b)) and that, upon the consummation of such event, such Grant shall terminate and be of no further force or effect; provided, however, that the Committee may also provide, in its absolute discretion, that even if the Grant shall remain exercisable after any such event, from and after such event, any such Grant shall be exercisable only for the kind and amount of cash, securities and/or other property, or the cash equivalent thereof (net of any applicable exercise price), receivable as a result of such event by the holder of a number of shares for which such Grant could have been exercised immediately prior to such event.

     In the event of a “spin-off” or other substantial distribution of assets of the Company which has a material diminutive effect upon the Fair Market Value of the Company’s Shares, the Committee shall in its discretion make an appropriate and equitable adjustment to any Grant exercise or purchase price to reflect such diminution.

11. Amendment and Termination

     The Committee shall have the authority to make such amendments to any terms and conditions applicable to outstanding Grants as are consistent with this Plan provided that, except for adjustments under Section 9 or 10 hereof and subject to Section 15, no such action shall modify such Grant in a manner adverse to the Participant without the Participant’s consent except as such modification is provided for or contemplated in the terms of the Grant. The Board of Directors may amend, suspend or terminate the Plan at any time.

12. Withholding Taxes

     The Company shall have the right to deduct from any cash payment or Share issuance made under the Plan any taxes required by law to be withheld with respect to such payment or issuance. It shall be a condition to the obligation of the Company to deliver Shares upon the exercise of a Grant that the Participant pay to the Company such amount as may be requested by the Company for the purpose of satisfying any liability for such withholding taxes. Any Grant Agreement may provide that the Participant may elect, in accordance with any conditions set forth in such Grant Agreement, to pay a portion or all of such withholding taxes in Shares (including Shares acquired by contemporaneous exercise of other Grants).

13. Registration

     (a) If the Company shall have filed a registration statement pursuant to the requirements of Section 12 of the Exchange Act, or engaged in a Public Offering (as defined below), (i) the Company shall use reasonable efforts to register the Share Options and the Shares to be acquired on exercise of the Share Options on a Form S-8 Registration Statement or any successor to Form S-8 to the extent that such registration is then available with respect to such Share Options

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and Shares and (ii) the Company will use reasonable efforts to file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the Securities and Exchange Commission (“SEC”) thereunder, to the extent required from time to time to enable the Participant to sell Shares without registration under the Securities Act within the limitations of the exemptions provided under any applicable rule or regulation of the SEC. Notwithstanding anything contained in this Section 13, the Company may deregister under Section 12 of the Exchange Act if it is then permitted to do so pursuant to the Exchange Act and the rules and regulations thereunder. Nothing in this Section 13 shall be deemed to limit in any manner any otherwise applicable restrictions on sales of Shares.

     (b) As used herein the term “Public Offering” shall mean the sale of Shares to the public pursuant to a registration statement under the Securities Act which has been declared effective by the SEC (other than a registration statement on Form S-8 or any other similar form) which results in an active trading market in the Shares.

14. Shareholder’s Agreement

     The Grants and the Shares issued to the Participant upon exercise of the Grant shall be subject to all of the terms and provisions of the Grant Agreement and the Shareholder’s Agreement, to the extent applicable to the Grant and such Shares. In the event of any conflict between the Grant Agreement and the Plan, the terms of the Plan shall control. In the event of any conflict between this Plan or the Grant Agreement and the Shareholder’s Agreement, the terms of the Shareholder’s Agreement shall control.

15. Individuals Subject to Non-Singapore Jurisdictions

     To the extent necessary to comply with the laws of any relevant jurisdiction, notwithstanding any provision in this Plan to the contrary, the Committee shall have the discretion to adopt, on behalf of the Company, such amendments and/or one or more sub-plans applicable to Participants who are subject to laws of jurisdictions outside of Singapore as the Committee deems necessary or advisable in order to comply with applicable laws, regulations or customary business practice.

16. Effective Date and Termination Dates

     The Plan was originally effective as of December 1, 2005, the effective date of its approval by the shareholders of the Company and shall terminate on November 30, 2015, subject to earlier termination by the Board of Directors pursuant to Section 11. The Plan as amended and restated herein was adopted by the Board of Directors effective April 14, 2006.

17. Shareholder Approval

     The amendment and restatement of the Plan will be submitted for the approval of the Company’s shareholders within twelve (12) months after the date of the Board’s adoption of the amendment and restatement of the Plan. Share Options and Share Purchase Rights may be

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granted prior to and without such shareholder approval, provided that such Share Options shall not be exercisable and shall not vest prior to the time when the amended and restated Plan is approved by the shareholders, and provided further that if such approval has not been obtained at the end of said twelve-month period, the Share Options granted under the Plan shall be canceled and become null and void in reverse order based on the date of Grant until the number of Shares subject to Grants under the Plan and the Senior Management Plan is less than or equal to 21,000,000 and no further Grants shall be made under the Plan to the extent such Grants cause the number of Shares subject to Grants under the Plan and the Senior Management Plan to exceed 21,000,000.

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EX-10.19 57 f23597orexv10w19.htm EXHIBIT 10.19

Exhibit-10.19

EQUITY INCENTIVE PLAN
FOR SENIOR MANAGEMENT EMPLOYEES OF
AVAGO TECHNOLOGIES LIMITED AND SUBSIDIARIES
(AMENDED AND RESTATED EFFECTIVE AS OF APRIL 14, 2006)

     1. Purpose of Plan

          The Equity Incentive Plan for Senior Management Employees of Avago Technologies Limited and Subsidiaries, as amended and restated (the “Plan”) is designed:

     (a) to promote the long term financial interests and growth of Avago Technologies Limited, a company organized under the laws of Singapore (the “Company”), and its Subsidiaries by attracting and retaining management, directors and other personnel with the training, experience and ability to enable them to make a substantial contribution to the success of the Company’s business;

     (b) to motivate participants by means of growth-related incentives to achieve long range goals; and

     (c) to further the identity of interests of participants with those of the shareholders of the Company through opportunities for share or share-based ownership in the Company.

     2. Definitions

          As used in the Plan, the following words shall have the following meanings:

     (a) “Affiliate” shall mean (i) with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with, such Person, and (ii) with respect to the Company, also any entity designated by the Board of Directors of the Company in which the Company or one of its Affiliates has an interest, (iii) with respect to Kohlberg Kravis Roberts & Co., L.P. (“KKR”), any Affiliate of any partner of KKR and (iv) with respect to Silver Lake Partners LLC (“SLP”), any Affiliate of any partner of SLP. For purposes of this Plan, “Person” means an individual, partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture, governmental authority or other entity of whatever nature, and “control” shall have the meaning given such term under Rule 405 of the Securities Act.

     (b) “Asset Purchase Agreement” means that Asset Purchase Agreement dated as of August 14, 2005 between Agilent Technologies, Inc. and Argos Acquisition Pte. Ltd.

     (c) “Board of Directors” means the Board of Directors of the Company.

     (d) “Book Value Per Share” means, as of any date of determination, an amount equal to the result of (x) the sum of (A) the shareholders’ equity of the

Company, excluding amounts attributable to shares of the Company’s capital stock other than its Shares as of the relevant date; and excluding (i) the effect of any extraordinary, non-recurring, certain non-operating, or unusual items and (ii) any decrease after the Grant Date in a valuation allowance or other reserve related to deferred tax assets recognized by the Company, if and to the extent determined in the sole discretion of the Board of Directors, all as determined in accordance with generally accepted accounting principles applied on a basis consistent with any prior periods, and (B) the aggregate exercise prices of all outstanding stock options and other dilutive rights to acquire Shares of the Company and the aggregate dilutive conversion prices of all securities convertible into Shares, divided by (y) the sum of the number of Shares then outstanding and the number of Shares issuable upon the exercise of all outstanding stock options and other dilutive rights to acquire Shares and the conversion of all dilutive securities convertible into Shares. For purposes of this Plan, Book Value Per Share as of the closing of the transactions contemplated by the Asset Purchase Agreement shall be based on the shareholder’s equity of the Company immediately after giving effect to the transactions contemplated by the Asset Purchase Agreement and the incurrence of related transaction fees and expenses related thereto.

     (e) “Cause” shall mean (i) the Participant’s willful refusal to perform in any material respect his lawful duties or responsibilities for the Company or its Subsidiaries or willful disregard in any material respect of any financial or other budgetary limitations established in good faith by the Board of Directors or the board of directors of any Subsidiary; or (ii) the engaging by the Participant in conduct that causes material and demonstrable injury, monetarily or otherwise, to the Company or any of its Subsidiaries, including, but not limited to, misappropriation or conversion of assets of the Company or its Subsidiaries (other than non-material assets); or (iii) the Participant’s conviction of or entry of a plea of nolo contendere to a felony. No act or failure to act by the Participant shall be deemed “willful” if done, or omitted to be done, by him in good faith and with the reasonable belief that his action or omission was in the best interest of the Company or its Subsidiaries or consistent with Company policies or the directive of the Board of Directors.

     (f) “Change of Control” means (i) a sale of all or substantially all of the assets of the Company and its Subsidiaries, taken as a whole, to a Person who is not an Affiliate of the Company, LU, KKR or SLP, (ii) a sale by LU, KKR and SLP or any of their respective Affiliates resulting in more than 50% of the voting stock of the Company being held by a Person or related group of Persons that does not include LU, KKR or SLP or any of their respective Affiliates or (iii) a merger or consolidation of the Company into another Person which is not an Affiliate of the Company, LU, KKR or SLP, if and only if as a result of such merger or consolidation LU, KKR and SLP lose the ability to elect a majority of the Board of Directors (or the board of directors of resulting entity).

     (g) “Committee” means the Board of Directors or if administration of the Plan is delegated by the Board of Directors to it, the Compensation Committee

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of the Board of Directors or such other committee of the Board of Directors designated by the Board of Directors to administer the Plan.

     (h) “Consultant” means any consultant or adviser if: (i) the consultant or adviser renders bona fide services to the Company or Subsidiary of the Company; (ii) the services rendered by the consultant or adviser are not in connection with the offer or sale of securities in a capital-raising transaction and do not directly or indirectly promote or maintain a market for the Company’s securities; and (iii) the consultant or adviser is a natural person who has contracted directly with the Company or Subsidiary of the Company to render such services.

     (i) “Employee” means a person, including an officer, in the regular full-time employment of the Company or one of its Subsidiaries.

     (j) “Estate” means a Person’s executors, administrators, testamentary trustees, legatees or beneficiaries.

     (k) “Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended.

     (l) “Fair Market Value” means such value of a Share as reported for stock exchange transactions and/or determined in accordance with any applicable resolutions or regulations of the Committee in effect at the relevant time.

     (m) “Good Reason” shall mean (i) for Employees, a reduction in the Participant’s base salary (other than as part of a broad salary reduction program instituted because the Company or the Subsidiary by which the Participant is employed is in financial distress), (ii) a substantial reduction in the Participant’s duties and responsibilities, (iii) for Employees, the elimination or reduction of the Participant’s eligibility to participate in the Company’s benefit programs that is inconsistent with the eligibility of similarly situated employees of the Company to participate therein, (iv) for Employees, the Company informs the Participant of its intention to transfer the Participant’s primary workplace to a location that is more than 25 miles from the Participant’s workplace on the Grant Date and (v) any serious chronic mental or physical illness of a member of the Participant’s family that requires the Participant to terminate his or her employment or service because of substantial interference with his or her duties at the Company; provided that at the Company’s request the Participant shall provide the Company with a written physician’s statement confirming the existence of such mental or physical illness.

     (n) “Grant” means a Share Option award or a Share Purchase Right award made to a Participant pursuant to the Plan.

     (o) “Grant Agreement” means an agreement between the Company and a Participant that sets forth the terms, conditions and limitations applicable to a Grant.

     (p) “Grant Date” means the date that the Grant to a Participant is approved by the Committee.

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     (q) “LU” means Bali Investments S.a.r.l., a Luxembourg company.

     (r) “Non-Employee Director” means a member of the Board of Directors who is not an Employee.

     (s) “Option Excess Price” is the excess, if any, of the applicable repurchase price of the Shares determined in accordance with Section 8(a) or 8(b) hereof, depending on which repurchase price is being used to repurchase Shares, over the exercise prices applicable to the Shares subject to the Share Option multiplied by the number of Shares, which as of the date of determination, could be purchased by Participant upon exercise of Participant’s outstanding Share Options (the “Exercisable Option Shares”).

     (t) “Participant” means an Employee, Consultant or Non-Employee Director to whom one or more Grants have been made and such Grants have not all been forfeited or terminated under the Plan.

     (u) “Public Offering” shall mean a public offering and sale of Shares by the Company (or any successor) pursuant to an effective registration statement under the Securities Act and/or in compliance with equivalent securities laws of a jurisdiction outside of the U.S. (other than a registration statement on Form S-8, S-4, Form F-4 or any other similar form).

     (v) “Repurchase Calculation Date” means the last day of the month preceding the later of (i) the month in which the Repurchase Event occurs or (B) the month in which the Repurchase Eligibility Date (as hereinafter defined) occurs; provided, however that in the event of a Repurchase Event arising under Section 8(a) as a result of death or disability, the Repurchase Calculation Date shall be the date of the repurchase by the Company.

     (w) “Repurchase Event” means the event giving rise to the repurchase of Shares under Section 8, including death, permanent disability, termination of employment or service or other event, as the case may be, and not the giving of any notice required pursuant to Section 8(c).

     (x) “Securities Act” means the U.S. Securities Act of 1933, as amended and the rules and regulations promulgated thereunder.

     (y) “Share” means an ordinary share in the capital of the Company.

     (z) “Share Option” means an option to purchase Shares granted pursuant to Section 5.

     (aa) “Share Purchase Right” means a right to purchase Shares pursuant to Section 6 hereof.

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     (bb) “Subsidiary” means any Person other than the Company in an unbroken chain of entities beginning with the Company if each of the entities, or group of commonly controlled entities, other than the last entity in the unbroken chain, then owns shares (or other equity interest) possessing 50% or more of the total combined voting power of all classes of equity in one of the other entities in such chain.

     (cc) “Transfer” means the offer, transfer, sale, assignment, pledge, hypothecation or other disposition, whether directly or indirectly and whether voluntary or involuntary, by the Participant of any Shares issued under a Share Option.

     (dd) “Trust” means a trust, custodianship or other similar entity the beneficiaries or holders of which may include only the Participant, his spouse or his lineal descendants (which term shall include biological as well as adoptive descendants).

     3. Administration of Plan

     (a) The Plan shall be administered by the Board of Directors or the Committee. Unless otherwise determined by the Board of Directors, the members of the Committee shall consist solely of individuals who are both “non-employee directors” as defined by Rule 16b-3 promulgated under the Exchange Act and “outside directors” for purposes of Section 162(m) of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), to the extent that the Company and its Employees are subject to Section 16 of the Exchange Act or Section 162(m) of the Code. The Committee may adopt its own rules of procedure, and the action of a majority of the Committee, taken at a meeting or taken without a meeting by a writing signed by such majority, shall constitute action by the Committee. The Committee shall have the power, authority and the discretion to administer, construe and interpret the Plan and Grant Agreements, to make rules for carrying out the Plan and to make changes in such rules. Any such interpretations, rules, and administration shall be made and done in good faith and consistent with the basic purposes of the Plan.

     (b) The Committee may delegate to the Chief Executive Officer and to other senior officers of the Company its duties under the Plan subject to such conditions and limitations as the Committee shall prescribe except that only the Committee may designate and make Grants to Participants who are subject to Section 16 of the Exchange Act or Section 162(m) of the Code and be subject to all applicable laws.

     (c) The Committee may employ attorneys, consultants, accountants, appraisers, brokers or other persons. The Committee, the Company, and the officers and directors of the Company shall be entitled to rely upon the advice, opinions or valuations of any such persons. Subject to the terms and conditions of this Plan and any applicable Grant Agreement, all actions taken and all interpretations and determinations made by the Committee in good faith shall be

5

final and binding upon all Participants, the Company and all other interested persons. No member of the Committee shall be personally liable for any action, determination or interpretation made in good faith with respect to the Plan or the Grants, and all members of the Committee shall be fully protected by the Company with respect to any such action, determination or interpretation.

     4. Eligibility

          The Committee may from time to time make Grants under the Plan to such Employees, Consultants or Non-Employee Directors, and in such form and having such terms, conditions and limitations as the Committee may determine. Grants may be granted singly, in combination or in tandem. The terms, conditions and limitations of each Grant under the Plan shall be set forth in a Grant Agreement, in a form approved by the Committee, consistent, however, with the terms of the Plan; provided, however, such Grant Agreement shall contain provisions dealing with the treatment of Grants in the event of the termination, death or disability of the Participant, and may also include provisions concerning the treatment of Grants in the event of a change of control of the Company.

     5. Option Grants

          From time to time, the Committee will grant options to purchase Shares which are not “incentive stock options,” within the meaning of Section 422 of the Code. At the time of a Grant of Share Options, the Committee shall determine, and shall have specified in the Grant Agreement or other Plan rules, the option exercise period, the option exercise price, and such other conditions or restrictions on the grant or exercise of the Share Options as the Committee deems appropriate. In addition to other restrictions contained in the Plan and Grant Agreement, Share Options granted under this Section 5 (i) may not be exercised more than 10 years after the Grant Date (5 years in the case of Grants to non-Employees), (ii) unless granted in substitution or exchange for other options in connection with a corporate transaction, may not have an option exercise price less than 100% of the Fair Market Value of a Share on the Grant Date, (iii) except with regard to Share Options granted to an officer (within the meaning of Section 16 of the Exchange Act), Non-Employee Director or Consultant, must not become vested and exercisable at a rate of less than twenty percent (20%) per year over five (5) years from the Grant Date, subject to reasonable conditions, such as continued employment or service with the Company or its Subsidiaries and (iv) must remain exercisable for thirty (30) days following the Participant’s termination of employment or service with the Company for other than Cause and six (6) months following the Participant’s termination of employment or service because of death or disability or such longer period of time provided in the Participant’s Grant Agreement. Payment of the option exercise price shall be made in cash or, with the consent of the Committee, in Shares (including Shares acquired by contemporaneous exercise of other Share Options) or a combination thereof, in accordance with the terms of the Plan, the Grant Agreement and any applicable guidelines of the Committee in effect at the time; provided, however, that the option exercise price may also be paid, upon the termination by the Company of the Participant’s employment or service without Cause, the Participant’s resignation for Good Reason, or termination by reason of the Participant’s death or disability, pursuant to a formal cashless exercise program adopted by the Company in connection with the

6

Plan, provided that such cashless exercise would not, as determined by the Committee in its sole discretion, (i) cause the Company or its Subsidiaries to breach any loan, guarantee or other agreement under which the Company or any Subsidiary of the Company has borrowed money, (ii) result in a violation or in adverse consequences under Section 409A of the Code or the regulations promulgated thereunder, (iii) be otherwise prohibited by the Code or the regulations promulgated thereunder or (iv) result in negative accounting treatment under Generally Accepted Accounting Principles (“GAAP”).

     6. Share Purchase Rights

          Share Purchase Rights may be granted either alone, in addition to, or in tandem with Share Options granted under the Plan. After the Committee determines that it will offer Share Purchase Rights under the Plan, it shall advise the offeree in writing of the terms, conditions and restrictions to which the offer is subject, which may include the number of Shares that such person shall be entitled to purchase, the price to be paid, and the time within which such person must accept such offer; provided, however, that the purchase price of such Shares shall not be less than the purchase price required under applicable law. The offer shall be accepted by execution of a Grant Agreement in the form determined by the Committee.

     7. Limitations and Conditions

     (a) The aggregate number of Shares available for Grants under this Plan and the Equity Incentive Plan for Executive Employees of Avago Technologies Limited and Subsidiaries (the “Executive Plan”) shall be 30,000,000 Shares. The issuance of a Share under the Executive Plan shall reduce the number of Shares available for Grants under the Plan, and vice versa. Unless restricted by applicable law, Shares related to Grants that are forfeited, terminated, canceled or expire unexercised, shall immediately become available for Grants.

     (b) The term of a Grant shall not exceed 10 years (5 years in the case of Grants to non-Employees, including, without limitation, Consultants and Non-Employee Directors). No Grants shall be made under the Plan beyond ten years after the effective date of the Plan, but the terms of Grants made on or before the expiration thereof may extend beyond such expiration. At the time a Grant is made or amended or the terms or conditions of a Grant are changed, the Committee may provide for limitations or conditions on such Grant.

     (c) Nothing contained herein shall affect the right of the Company or any Subsidiary to terminate any Participant’s employment or service at any time or for any reason.

     (d) Except as otherwise prescribed by the Committee, the amounts of the Grants for any employee of a Subsidiary, along with interest, dividends, and other expenses accrued on deferred Grants shall be charged to the Participant’s employer during the period for which the Grant is made. If the Participant is employed by more than one Subsidiary or by a combination of the Company and a Subsidiary during the period for which the Grant is made, the Participant’s

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Grant and related expenses will be allocated between the companies employing the Participant in a manner prescribed by the Committee.

     (e) Other than as specifically provided by will or by the applicable laws of descent and distribution or the terms of any applicable trust, no benefit under the Plan shall be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, or charge, and any attempt to do so shall be void. No such benefit shall, prior to receipt thereof by the Participant, be in any manner liable for or subject to the debts, contracts, liabilities, engagements, or torts of the Participant.

     (f) A Participant shall not be, and shall not have any of the rights or privileges of, a shareholder of the Company in respect of any Shares purchasable or otherwise acquired in connection with any Grant unless and until certificates representing any such Shares have been issued by the Company to such Participants; provided however that no delay in the issuance of certificates due to be issued hereunder representing any such Shares shall operate to impair or prejudice any Participant’s rights to participate in a corporate transaction providing for the disposition of such Shares. Once certificates representing any such Shares have been issued by the Company to such Participants, such Participants shall have all of the rights and privileges of shareholders of the Company.

     (g) No election as to benefits or exercise of Share Options or other rights may be made during a Participant’s lifetime by anyone other than the Participant except by a legal representative appointed for or by the Participant.

     (h) Absent express provisions to the contrary, no Grant under this Plan shall be deemed “compensation” for purposes of computing benefits or contributions under any retirement plan of the Company or its Subsidiaries and shall not affect any benefits under any other benefit plan of any kind or subsequently in effect under which the availability or amount of benefits is related to level of compensation. This Plan is not a “Pension Plan” or “Welfare Plan” under the Employee Retirement Income Security Act of 1974, as amended.

     (i) Unless the Committee determines otherwise, no benefit or promise under the Plan shall be secured by any specific assets of the Company or any of its Subsidiaries, nor shall any assets of the Company or any of its Subsidiaries be designated as attributable or allocated to the satisfaction of the Company’s obligations under the Plan.

     8. Put and Call Rights

     (a) The Participant’s Resale of Shares to the Company Upon the Participant’s Death or Disability.

     (i) In the event that on or before the fifth anniversary of the Grant Date, (A) the Participant is still in the employ of, or performing

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services as a Consultant or Non-Employee Director for, the Company or any Subsidiary of the Company and (B) the Participant either dies or becomes permanently disabled, then the Participant, the Participant’s Estate or the Participant’s Trust, as the case may be, shall have the right for twelve months following the date of death or permanent disability, to (X) sell to the Company, and the Company shall be required to purchase, on one occasion, all or any portion of the Shares then held by the Participant, the Participant’s Estate and/or the Participant’s Trust, as the case may be, at a price per share equal to the Fair Market Value on the Repurchase Calculation Date; provided that such Shares have been held by the Participant, the Participant’s Estate or the Participant’s Trust for not less than six months and one day as of the date of their sale to the Company, and (Y) require the Company to issue the Participant, the Participant’s Estate or the Participant’s Trust, as the case may be, that number of Shares having an aggregate Fair Market Value equal to the Option Excess Price, determined using the Fair Market Value on the Repurchase Calculation Date, with respect to the termination of all or any portion of the outstanding exercisable Share Options then held by the Participant, which Shares the Participant, the Participant’s Estate and/or the Participant’s Trust may then require the Company to purchase in accordance with clause (X) above (including with respect to the six month and one day timing restriction contained therein). The Participant, the Participant’s Estate and/or the Participant’s Trust, as the case may be, shall notify the Company of its intention to sell Shares and/or terminate Share Options pursuant to the preceding sentence by sending to the Company a Redemption Notice in accordance with Section 8(c) hereof. For purposes of this Plan, the Participant shall be deemed to have a “permanent disability” if the Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or to last for a continuous period of not less than 12 months.

     (ii) Notwithstanding anything in Section 8(a)(i) to the contrary and subject to Section 8(d), if there exists and is continuing a default or an event of default on the part of the Company or any Subsidiary of the Company under any loan, guarantee or other agreement under which the Company or any Subsidiary of the Company has borrowed money or such repurchase would result in a default or an event of default on the part of the Company or any Subsidiary of the Company under any such agreement or if a repurchase would not be permitted under any applicable law or regulation (each such occurrence being an “Event”), the Company shall not be obligated to repurchase any of the Shares from the Participant, the Participant’s Estate, or the Participant’s Trust, as the case may be, until the first business day which is 15 calendar days after all of the foregoing Events have ceased to exist (the “Repurchase Eligibility Date”); provided, however, that (i) the number of Shares subject to repurchase under this Section 8(a)(ii) shall be that number of Shares, and (ii) the number of Exercisable Option Shares for purposes of calculating the Option Excess

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Price payable under this Section 8(a) shall be the number of Exercisable Option Shares held by the Participant, the Participant’s Estate or the Participant’s Trust, as the case may be, at the time of delivery of a Redemption Notice in accordance with Section 8(c) hereof. All Options exercisable as of the date of a Redemption Notice shall continue to be exercisable until the repurchase pursuant to such Redemption Notice.

     (b) The Company’s Purchase of Shares and Share Options from the Participant Upon the Participant’s Termination of Employment or Service.

     (i) Without Cause or for Good Reason. In the event that on or before the fifth anniversary of the Grant Date, the Company (and/or, if applicable, its Subsidiaries) terminates without Cause the Participant’s service with the Company (and/or, if applicable, its Subsidiaries) as an Employee, Consultant or Non-Employee Director, or the Participant resigns with Good Reason from the service as an Employee, Consultant or Non-Employee Director of the Company (and/or, if applicable, its Subsidiaries), then the Company shall have the right to purchase from the Participant, the Participant’s Estate or Participant’s Trust, and the Participant, the Participant’s Estate or the Participant’s Trust, as the case may be, shall be required to sell to the Company, on one occasion, all or any portion of the Shares then held by the Participant, the Participant’s Estate or the Participant’s Trust, as the case may be, at a price per share equal to the Fair Market Value on the Repurchase Calculation Date.

     (ii) Without Good Reason. In the event that on or before the fifth anniversary of the Grant Date, the Participant resigns from the Company (and/or, if applicable, its Subsidiaries) as an Employee or a Consultant without Good Reason, then the Company shall have the right to purchase from the Participant, the Participant’s Estate or Participant’s Trust, and the Participant, the Participant’s Estate or the Participant’s Trust, as the case may be, shall be required to sell to the Company, on one occasion, all or any portion of the Shares then held by the Participant, the Participant’s Estate or the Participant’s Trust, as the case may be, at a price per Share equal to, (A) if the Book Value Per Share on the Repurchase Calculation Date is less than the Book Value Per Share on the Grant Date (such difference being the “Book Value Decrease”), the lesser of (x) the Fair Market Value, and (y) the exercise price applicable to the Shares, or (B) if the Book Value Per Share on the Repurchase Calculation Date is greater than the Book Value Per Share on the Grant Date, the lesser of (A) the Fair Market Value, and (B) the exercise price applicable to the Shares, plus (x) the Percentage (as defined below) multiplied by (y) the amount, if any, by which the Book Value Per Share as of the Repurchase Calculation Date exceeds the Book Value Per Share on the Grant Date.

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     The “Percentage” shall be determined as follows:

Repurchase Calculation Date	Percentage
Prior to the first anniversary of the Grant Date	- 0 -
On or after the first anniversary of the Grant Date and prior to the second anniversary of the Grant Date	20%
On or after the second anniversary of the Grant Date and prior to the third anniversary of the Grant Date	40%
On or after the third anniversary of the Grant Date and prior to the fourth anniversary of the Grant Date	60%
On or after the fourth anniversary of the Grant Date and prior to the fifth anniversary of the Grant Date	80%
On or after the fifth anniversary of the Grant Date	100%

     (iii) For Cause. In the event that on or before the fifth anniversary of the Grant Date, the Company (and/or, if applicable, its Subsidiaries) terminates for Cause the Participant’s service with the Company (and/or, if applicable, its Subsidiaries) as an Employee or Consultant, then the Company shall have the right to purchase from the Participant, the Participant’s Estate or Participant’s Trust, and the Participant, the Participant’s Estate or the Participant’s Trust, as the case may be, shall be required to sell to the Company, on one occasion, all or any portion of the Shares then held by the Participant, the Participant’s Estate or the Participant’s Trust, as the case may be, at a price per Share equal to the least of (A) the exercise price applicable to the Shares, (B) the Fair Market Value on the Repurchase Calculation Date or (C) the exercise price applicable to the Shares less the amount of any Book Value Decrease.

     (iv) Share Options. In the event that (A) the Participant, the Participant’s Estate and/or the Participant’s Trust holds Shares and Share Options and the Company exercises its right to repurchase Shares pursuant to this Section 8(b) or (B) the Participant, the Participant’s Estate and/or the Participant’s Trust holds only Share Options and the Company elects to cash out such Share Options upon the termination of the Participant’s employment or service as an Employee or Consultant, the Company shall pay the Participant, the Participant’s Estate or the Participant’s Trust, as the case may be, an amount equal to the Option Excess Price with respect to the termination of the then exercisable outstanding Share Options held by the Participant, Participant’s Estate or Participant’s Trust. All outstanding Share Options held by the Participant, whether or not then exercisable, shall be automatically terminated upon the payment by the Company to the Participant, pursuant to the provisions of this Section 8(b), of an amount equal to the Option Excess Price. If the Option Excess Price is zero or a negative number, all outstanding Share Options held by the Participant, whether or not then exercisable, shall be automatically terminated upon the repurchase of Shares and Share Options as provided in this Section 8.

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     (v) Repurchase Period. The Company shall have until 90 days following the termination of Participant’s employment or service as an Employee, Consultant or Non-Employee Director giving rise to the Company’s call right in accordance with this Section 8(b) in which to give a Redemption Notice to the Participant of the exercise of such election in accordance with Section 8(c) hereof.

     (c) In the case of an exercise of the right provided under Section 8(a), the Participant, the Participant’s Estate and/or the Participant’s Trust, as the case may be, shall send written notice to the Company of its intention to sell Shares and/or to terminate Share Options in exchange for the issuance of Shares, and in the case the Company elects to exercise its right under Section 8(b), the Company shall send written notice to the Participant, the Participant’s Estate and/or the Participant’s Trust of its intention to purchase Shares and/or terminate or cash out Share Options (either of the foregoing notices, a “Redemption Notice”). The completion of the purchase shall take place at the principal office of the Company on the tenth business day after the giving of the Redemption Notice. The purchase price paid in connection with the repurchase of Shares pursuant to this Section 8 shall be paid by delivery to the Participant, the Participant’s Estate or the Participant’s Trust, as the case may be, of a certified bank check or checks in the appropriate amount payable to the order of the Participant, the Participant’s Estate or the Participant’s Trust, as the case may be, against delivery of certificates or other instruments representing the Shares so purchased, appropriately endorsed or executed by the Participant, the Participant’s Estate or the Participant’s Trust, or his or its duly authorized representative.

     (d) Pro Rata Repurchases. Notwithstanding anything to the contrary contained in this Section 8, if at any time consummation of all purchases and payments to be made by the Company pursuant to this Plan and any other agreements with employees or other service providers would result in an Event, then the Company shall make purchases from, and payments to, the Participant and the other employees or other service providers pro rata (on the basis of the proportion of the number of Shares each such Participant and all other employees and other service providers have elected or are required to sell to the Company) for the maximum number of Shares without resulting in an Event (the “Maximum Repurchase Amount”). The provisions of Section 8(a) and 8(b) shall apply in their entirety to payments and repurchases with respect to Shares that may not be made due to the limits imposed by the Maximum Repurchase Amount under this Section 8(d). Until all of such Shares are purchased and paid for by the Company, the Participant and the other employees and service providers whose Shares are not purchased in accordance with this Section 8(d) shall have priority, on a pro rata basis, over other purchases of Shares by the Company pursuant to this Plan and any other agreement with employees and other service providers.

     9. Company’s Right of First Refusal. During the period commencing immediately following the fifth anniversary of the Grant Date and continuing through the effective date of a Qualified Public Offering, the Company or its assignee(s) shall have a right of first refusal to purchase, on the terms and conditions set forth in this Section 9 (the “Right of First Refusal”), any Shares held

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by the Participant or any transferee thereof (either being sometimes referred to herein as the “Holder”) to the extent these Shares are permitted to be transferred in accordance with the terms of this Plan before these Shares may be Transferred (including transfer by gift or operation of law) by the Participant. For purposes of this Plan, a “Qualified Public Offering” means the first Public Offering which results in gross proceeds in excess of $250,000,000.

     (a) Notice of Proposed Transfer. The Holder of the Shares shall deliver to the Company a written notice (the “Notice”) stating: (i) the Holder’s bona fide intention to Transfer such Shares; (ii) the name of each proposed purchaser or other transferee (“Proposed Transferee”); (iii) the number of Shares to be Transferred to each Proposed Transferee; and (iv) the bona fide cash price or other consideration for which the Holder proposes to Transfer the Shares (the “Offered Price”), and the Holder shall offer the Shares at the Offered Price to the Company or its assignee(s).

     (b) Exercise of Right of First Refusal. At any time within thirty (30) days after receipt of the Notice, the Company and/or its assignee(s) may, by giving written notice to the Holder, elect to purchase all, but not less than all, of the Shares proposed to be Transferred to any one or more of the Proposed Transferees, at the Purchase Price determined in accordance with Section 9(c) hereof.

     (c) Purchase Price. The purchase price (“Purchase Price”) for the Shares purchased by the Company or its assignee(s) under this Section 9 shall be the Offered Price. If the Offered Price includes consideration other than cash, the cash equivalent value of the non-cash consideration shall be determined by the Board of Directors in good faith.

     (d) Payment. Payment of the Purchase Price shall be made, at the option of the Company or its assignee(s), in cash (by check), by cancellation of all or a portion of any outstanding indebtedness of the Holder to the Company (or, in the case of repurchase by an assignee, to the assignee), or by any combination thereof within 30 days after receipt of the Notice or in the manner and at the times set forth in the Notice.

     (e) Holder’s Right to Transfer. If all of the Shares proposed in the Notice to be Transferred to a given Proposed Transferee are not purchased by the Company and/or its assignee(s) as provided in this Section 9, then the Holder may sell or otherwise Transfer such Shares to that Proposed Transferee at the Offered Price or at a higher price, provided that such sale or other Transfer is consummated within 120 days after the date of the Notice, that any such sale or other Transfer is effected in accordance with any applicable securities laws and that the Proposed Transferee agrees in writing that the provisions of this Section 9 shall continue to apply to the Shares in the hands of such Proposed Transferee. If the Shares described in the Notice are not Transferred to the Proposed Transferee within such period, a new Notice shall be given to the Company, and the Company and/or its assignees shall again be offered the Right of First Refusal before any Shares held by the Holder may be sold or otherwise Transferred.

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     (f) Exception for Certain Family Transfers. Anything to the contrary contained in this Section 9 notwithstanding, the Transfer of any or all of the Shares during the Participant’ s lifetime or on the Participant’s death by will or intestacy to the Participant’s immediate family or a trust for the benefit of the Participant’s immediate family shall be exempt from the provisions of this Section 9. “Immediate Family’ as used herein shall mean spouse, lineal descendant or antecedent, father, mother, brother or sister. In such case, the transferee or other recipient shall receive and hold the Shares so transferred subject to the provisions of this Section 9, and there shall be no further Transfer of such Shares except in accordance with the terms of this Section 9.

     10. Share Transfer Restrictions

          Except for Transfers contemplated under Sections 8 and 11 hereof, at no time during the period commencing on the Grant Date and continuing through the later of (i) the fifth anniversary thereof, unless written consent providing otherwise has been obtained from the Company and (ii) the date that is the earlier of (A) the effective date of a registration statement filed by the Company under the Securities Act in connection with an underwritten public offering of any class of its equity securities or (B) the date on which any class of securities of the Company become registered pursuant to Section 12 of the Exchange Act, shall the Participant Transfer any Shares, and any attempt to do so shall be void. Notwithstanding the foregoing, nothing in this Section 10 shall prevent Transfers: (i) to the Company following the fifth anniversary of the Grant Date; (ii) to the Participant’s Estate or the Estate of a Person who has become a holder of Shares in accordance with the terms of this Plan; or (iii) to the Participant’s Trust that is made after the Grant Date in compliance with U.S. federal securities laws, provided that in such Transfers are made expressly subject to this Plan and that the transferee agrees in writing to be bound by the terms and conditions hereof.

     11.  “Bring-Along” Right

          In the event that at any time prior to the fifth anniversary of a Public Offering, LU, KKR or SLP (or an Affiliate thereof to which Shares have been Transferred) proposes to transfer for value any of their holdings of Shares to any person (a “Proposed Purchaser”), in any transaction other than a Public Offering (a “Bring-Along Sale”), LU, KKR or SLP may provide the Participant or the Participant’s Estate or Participant’s Trust, as the case may be, written notice (a “Bring-Along Notice”) of such Bring-Along Sale and the material terms thereof not less than 10 business days prior to the proposed date of the Bring-Along Sale (the “Bring-Along Sale Date”), and the Participant hereby agrees to sell to such Proposed Purchaser, on the same terms and subject to the same conditions applicable to Shares that LU, KKR or SLP, as the case may be (or the Affiliate thereof) proposes to sell in the Bring-Along Sale, the number of Shares equal to the product of (a) the sum of the number of Shares (i) then held by the Participant or the Participant’s Estate or the Participant’s Trust, including all Shares subject to Options that are exercisable and (ii) any Share Options that will become exercisable prior to or in connection with the Bring-Along Sale, multiplied by (b) the ratio of (i) the number of Shares that LU, KKR or SLP (or an Affiliate to which Shares have been Transferred) proposes to sell in the proposed Bring-Along Sale, divided by (ii) the number of Shares then held by LU, KKR or SLP,

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as the case may be (or an Affiliate to which Shares have been Transferred) at the same price and upon the same terms and conditions applicable to the Transfer of Shares held by LU, KKR or SLP, as the case may be (or an Affiliate to which Shares have been Transferred). The Participant, Participant’s Trust or Participant’s Estate, as the case may be, shall exercise Share Options to the extent necessary to obtain a number of Shares sufficient to fulfill its obligation to sell Shares in a Bring-Along Sale pursuant to this Section 11. The provisions of this Section 11 shall apply regardless of the form of consideration in the Bring-Along Sale.

     12. Lock-Up Period

          The Participant, if so requested by the Company or any representative of the underwriters (the “Managing Underwriter”) in connection with any registration of the public offering of any securities of the Company pursuant to an effective registration statement under the Securities Act, shall not sell or otherwise transfer any Shares not covered by such registration within 8 days prior to, or within 180 days (or such other period as may be requested in writing by the Managing Underwriter and agreed to in writing by the Company) (the “Market Standoff Period”) after, the effective date of such registration statement. The Company may impose stop-transfer instructions with respect to securities subject to the foregoing restrictions until the end of a Market Standoff Period.

     13. Expiration of Certain Provisions

          The provisions contained in Sections 8, 9, 10 and 11 of this Plan, and the portion of any other provisions of this Plan that incorporate the provisions of any of such Sections, shall terminate and be of no further force or effect upon the consummation of a Change of Control.

     14. Transfers and Leaves of Absence

          For purposes of the Plan, unless the Committee determines otherwise: (a) a transfer of a Participant’s employment or service without an intervening period of separation among the Company and any Subsidiary shall not be deemed a termination of employment or service, and (b) a Participant who is granted in writing a leave of absence shall be deemed to have remained in the employ or service of the Company or a Subsidiary during such leave of absence.

     15. Adjustments

          In the event of any change in the outstanding Shares (including an exchange for cash) by reason of a stock split, reverse stock split, spin-off, stock dividend, stock combination or reclassification, recapitalization, reorganization, consolidation, merger, change of control, or similar event which results in the distribution of Shares or other equity securities without the receipt of consideration by the Company, the Committee shall adjust appropriately the number and kind of Shares subject to the Plan and available for or covered by Grants and Share prices related to outstanding Grants, and make such other revisions to outstanding Grants as it deems are equitably required.

     16. Merger, Consolidation, Exchange, Acquisition, Distribution, Liquidation or Dissolution

          In its sole discretion, and on such terms and conditions as it deems appropriate, coincident with or after the grant of any Share Option, the Committee may provide that such Share Option cannot be exercised after the consummation of the merger or consolidation of the Company into another corporation, the exchange of all or substantially all of the assets of the

15

Company for the securities of another corporation, the acquisition by another corporation of 80% or more of the Company’s then outstanding voting shares or the recapitalization, reclassification, liquidation or dissolution of the Company, or other adjustment or event which results in Shares being exchanged for or converted into cash, securities or other property, and if the Committee so provides, it shall, on such terms and conditions as it deems appropriate in its absolute discretion, also provide, either by the terms of such Share Option or by a resolution adopted prior to the consummation of such merger, consolidation, exchange, acquisition, recapitalization, reclassification, liquidation or dissolution, that, for some period of time prior to the consummation of such transaction or event, such Share Option shall be exercisable as to all shares subject thereto, notwithstanding anything to the contrary herein (but subject to the provisions of Section 7(b)) and that, upon the consummation of such event, such Share Option shall terminate and be of no further force or effect; provided, however, that the Committee may also provide, in its absolute discretion, that even if the Share Option shall remain exercisable after any such event, from and after such event, any such Share Option shall be exercisable only for the kind and amount of cash, securities and/or other property, or the cash equivalent thereof (net of any applicable exercise price), receivable as a result of such event by the holder of a number of shares for which such Share Option could have been exercised immediately prior to such event.

          In the event of a “spin-off” or other substantial distribution of assets of the Company which has a material diminutive effect upon the Fair Market Value of the Company’s Shares, the Committee shall in its discretion make an appropriate and equitable adjustment to any Share Option exercise price to reflect such diminution.

     17. Amendment and Termination

          The Committee shall have the authority to make such amendments to any terms and conditions applicable to outstanding Grants as are consistent with this Plan provided that, except for adjustments under Section 15 or 16 hereof and amendments under Section 20 hereof, no such action shall modify such Grant in a manner adverse to the Participant without the Participant’s consent except as such modification is provided for or contemplated in the terms of the Grant. The Board of Directors may amend, suspend or terminate the Plan.

     18. Withholding Taxes

          The Company shall have the right to deduct from any cash payment made under the Plan any taxes required by law to be withheld with respect to such payment. It shall be a condition to the obligation of the Company to deliver Shares upon the exercise of a Share Option that the Participant pay to the Company such amount as may be requested by the Company for the purpose of satisfying any liability for such withholding taxes. Any Grant Agreement may provide that the Participant may elect, in accordance with any conditions set forth in such Grant Agreement, to pay a portion or all of such withholding taxes in Shares (including Shares acquired by contemporaneous exercise of other Share Options).

     19. Registration

          If the Company shall have filed a registration statement pursuant to the requirements of Section 12 of the Exchange Act, or engaged in a Public Offering, (i) the Company shall use

16

reasonable efforts to register the Share Options and the Shares to be acquired on exercise of the Share Options on a Form S-8 Registration Statement or any successor to Form S-8 to the extent that such registration is then available with respect to such Share Options and Shares and (ii) the Company will use reasonable efforts to file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the Securities and Exchange Commission (“SEC”) thereunder, to the extent required from time to time to enable the Participant to sell Shares without registration under the Securities Act within the limitations of the exemptions provided under any applicable rule or regulation of the SEC. Notwithstanding anything contained in this Section 19, the Company may deregister under Section 12 of the Exchange Act if it is then permitted to do so pursuant to the Exchange Act and the rules and regulations thereunder. Nothing in this Section 19 shall be deemed to limit in any manner any otherwise applicable restrictions on sales of Shares.

     20. Section 409A.

          The Participant acknowledges and agrees that, to the extent applicable, this Plan and the Grant Agreement shall be interpreted in accordance with Section 409A of the Code and any proposed or final Treasury Regulations promulgated thereunder. Notwithstanding any provision of this Plan to the contrary, in the event that the Company determines that any amounts payable hereunder will be immediately taxable to the Participant under Section 409A of the Code, the Company may (a) adopt such amendments to this Plan or the Grant Agreement and appropriate policies and procedures, including amendments and policies with retroactive effect, that the Company determines necessary or appropriate to preserve the intended tax treatment of the benefits provided by this Plan and/or (b) take such other actions as the Company determines necessary or appropriate to comply with the requirements of Section 409A of the Code.

     21. Grant Agreement

          The Options and the Shares issued to the Participant pursuant to this Plan shall be subject to all of the terms and provisions of the Grant Agreement, to the extent applicable to the Options and such shares. In the event of any conflict between the Grant Agreement and the Plan, the terms of the Plan shall control.

     22. Individuals Subject to Non-Singapore Jurisdictions

          To the extent necessary to comply with the laws of any relevant jurisdiction, notwithstanding any provision in this Plan to the contrary, the Committee shall have the discretion to adopt, on behalf of the Company, such amendments and/or one or more sub-plans applicable to Participants who are subject to laws of jurisdictions outside of Singapore as the Committee deems necessary or advisable in order to comply with applicable laws, regulations or customary business practice.

     23. Shareholder Meeting Notice Period

          As permitted by Section 177(3) of the Singapore Companies Act, the Participant hereby agrees to shorter notice than required by Section 177(2) of the Singapore Companies Act with respect to any meeting of the Company, other than the Company’s annual general meeting, which shorter notice may be as little as immediately prior to the commencement of such meeting.

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To such end, the Participant hereby irrevocably appoints and constitutes LU, and its assigns, as the Participant’s true and lawful attorney, in the Participant’s name, place and stead, to make, execute and acknowledge documents for the limited purpose of agreeing to such shorter notice. The Participant agrees to provide the Company with any documentation reasonably requested by the Company to give effect to the agreements in the two immediately preceding sentences.

     24. Effective Date and Termination Dates

          The Plan was originally effective as of December 1, 2005, the effective date of its approval by the shareholders of the Company and shall terminate on November 30, 2015, subject to earlier termination by the Board of Directors pursuant to Section 17. The Plan as amended and restated herein was adopted by the Board of Directors on April 14, 2006.

     25. Shareholder Approval

          The amendment and restatement of the Plan will be submitted for the approval of the Company’s shareholders within twelve (12) months after the date of the Board’s adoption of the amendment and restatement of the Plan. Share Options and Share Purchase Rights may be granted prior to and without such shareholder approval, provided that Share Options granted to Non-Employee Directors shall not be exercisable and shall not vest prior to the time when the amended and restated Plan is approved by the shareholders, and provided further that if such approval has not been obtained at the end of said twelve-month period, any Share Options granted to Non-Employee Directors under the Plan shall thereupon be canceled and become null and void and no further grants to Non-Employee Directors shall be made under the Plan and the Share Options granted under the Plan shall be canceled and become null and void in reverse order based on Grant Date until the number of Shares subject to Grants under the Plan and the Executive Plan is less than or equal to 21,000,000 and no further Grants shall be made under the Plan to the extent such Grants cause the number of Shares subject to Grants under the Plan and the Executive Plan to exceed 21,000,000.

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EX-10.20 58 f23597orexv10w20.htm EXHIBIT 10.20

Exhibit-10.20

MANAGEMENT SHAREHOLDERS AGREEMENT

by and among

Avago Technologies Limited,

Bali Investments S.à.r.l., a Luxembourg company

and

Name

Dated as of [___, 200_]

          This Management Shareholders Agreement (this “Agreement”) is entered into effective as of [___, 200_] by and between Avago Technologies Limited, (the “Company”), Bali Investments S.a.r.l., a Luxembourg company (“Luxco”) and Name (the “Purchaser”) (being hereinafter collectively referred to as the “Parties”).

RECITALS

          Pursuant to the terms of the Equity Incentive Plan for Executive Employees of Avago Technologies Limited and Subsidiaries, as the same may be amended from time to time (the “Equity Plan”), the Company is granting options to purchase ordinary shares (the “Shares”) in the Company to certain employees of the Company or one of its Subsidiaries, including the Purchaser. In addition, Purchaser intends to purchase Shares. This Agreement is one of several agreements (“Other Purchasers’ Agreements”) which have been, or which in the future will be, entered into between the Company and other individuals who are or will be employees of the Company or one of its Subsidiaries (collectively, the “Other Purchasers”). For purposes of this Agreement, “Subsidiary,” with respect to any entity, shall mean any Person in an unbroken chain of Persons beginning with such entity if each of the Persons, or group of commonly controlled Persons, other than the last Person in the unbroken chain, then owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other Persons in such chain; “Affiliate” shall mean, with respect to any Person, a Person directly or indirectly controlling, controlled by, or under common control with, such Person; “Person” means an individual, partnership, limited liability company, corporation, business trust, joint stock company, trust, unincorporated association, joint venture, governmental authority or other entity of whatever nature, and “control” shall have the meaning given such term under Rule 405 of the United States Securities Act of 1933, as amended (the “Securities Act”).

          On the date hereof (the “Option Date”) and such other dates thereafter as the Company shall determine, the Company will grant to the Purchaser an option or options to purchase the number of Shares set forth on Exhibit A hereto as New Options (the “New Options”) at an exercise price equal to US$[___] per Share (the “Initial Price Per Share”), pursuant to the terms of the Equity Plan and the “New Option Non-Qualified Share Option Agreement” to be dated effective as of the Option Date. The New Options may be granted as Base Options or Performance Options (each as defined in the New Option Non-Qualified Share Option Agreement).

          Purchaser, on the Option Date and such other dates thereafter as the Company shall agree (the Option Date and each such other date, a “Purchase Date”), will purchase for cash the number of Shares, if any, as set forth on Exhibit A as Co-Investment Shares (the “Co-Investment Shares”) and/or in addition to the New Options, will be granted options under the Equity Plan for the number of Shares set forth on Exhibit A as Rollover Options, (the “Rollover Options”) pursuant to the terms of the Equity Plan and the Rollover Option Non-Qualified Share Option to be dated effective as of the relevant Purchase Date.

Name – Management Shareholders Agrement

2

          The term “Options” as used in this Agreement shall include the Rollover Options, the New Options and any other options to purchase Shares granted to the Purchaser by the Company and held by the Purchaser at any time when this Agreement is in effect. The term “Shares” as used in this Agreement shall include all Co-Investment Shares and all Shares issued to the Purchaser by the Company upon exercise of the Options and of any other stock options held by the Purchaser and any other Shares otherwise acquired by the Purchaser at any time when this Agreement is in effect. “Rollover Shares” shall mean the Co-Investment Shares and Shares issued to the Purchaser by the Company upon exercise of Rollover Options.

AGREEMENT

          To implement the foregoing and in consideration of the mutual agreements contained herein, the Parties agree as follows:

     1. Issuance of Co-Investment Shares, New Options and Rollover Options.

          Upon and as of the Purchase Date, the Company shall issue to the Purchaser the Co-Investment Shares, the New Options and the Rollover Options subject to the terms and conditions hereinafter set forth and contained in the Equity Plan, the New Option Non-Qualified Share Option Agreement and the Rollover Option Non-Qualified Share Option Agreement, and the Parties shall execute and deliver to each other copies of the New Option Non-Qualified Share Option Agreement and the Rollover Option Non-Qualified Share Option Agreement in connection with the issuance of the New Options and Rollover Options.

     2. The Purchaser’s Representations, Warranties and Agreements.

               a. The Purchaser agrees and acknowledges that Purchaser will not, directly or indirectly, offer, transfer, sell, assign, pledge, hypothecate or otherwise dispose of any Shares (any such act sometimes referred to herein as a “Transfer,” whether voluntary or involuntary) unless such Transfer complies with the terms and conditions of this Agreement, including the restrictions on Transfer contained in Section 3 hereof, and (i) the Transfer is pursuant to an effective registration statement under the Securities Act, or the rules and regulations in effect thereunder or (ii) (A) counsel for the Purchaser (which shall be O’Melveny & Myers LLP or such other counsel acceptable to the Company) shall have furnished the Company with an opinion, satisfactory in form and substance to the Company, that no such registration is required because of the availability of an exemption from registration under the Securities Act and (B) if the Purchaser is a citizen or resident of any country other than the United States, or the Purchaser desires to effect any Transfer in any such country, counsel for the Purchaser (which counsel shall be reasonably satisfactory to the Company) shall have furnished the Company with an opinion or other advice satisfactory in form and substance to the Company to the effect that such Transfer will comply with the securities laws of such jurisdiction. Notwithstanding the foregoing, the Company acknowledges and agrees that any of the following Transfers are deemed to be in compliance with the Securities Act and this Agreement and no opinion of counsel is required in connection therewith: (x) a Transfer made pursuant to Section 5, 6, 8 or 9 hereof, (y) a Transfer upon the death of the Purchaser to his executors, administrators, testamentary trustees, legatees or beneficiaries (the “Purchaser’s Estate”) or a

Name – Management Shareholders Agrement

3

Transfer to the executors, administrators, testamentary trustees, legatees or beneficiaries of an individual who has become a holder of Shares in accordance with the terms of this Agreement; provided, that it is expressly understood that any such transferee shall be bound by the provisions of this Agreement and (z) a Transfer made after the Purchase Date in compliance with the federal securities laws to a trust, custodianship or other similar entity the beneficiaries or holders of which may include only the Purchaser, his spouse or his lineal descendants (which term shall include biological as well as adoptive descendants) or directly to the Purchaser’s spouse or lineal descendants (a “Purchaser’s Trust”) or a transfer made after the fifth anniversary of the Purchase Date to such a trust by an individual who has become a holder of Shares in accordance with the terms of this Agreement; provided, that such Transfer is made expressly subject to this Agreement and that the transferee agrees in writing to be bound by the terms and conditions hereof.

               b. The certificate (or certificates) representing the Shares shall bear the following legend:

“THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES WITH THE PROVISIONS OF THE MANAGEMENT SHAREHOLDER’S AGREEMENT DATED AS OF [___, 200_] BY AND BETWEEN AVAGO TECHNOLOGIES LIMITED (THE “COMPANY”) AND THE PURCHASER NAMED ON THE FACE HEREOF (A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY). EXCEPT AS OTHERWISE PROVIDED IN SUCH AGREEMENT, NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE MADE EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR (B) IF (I) THE COMPANY HAS BEEN FURNISHED WITH A SATISFACTORY OPINION OF COUNSEL FOR THE HOLDER THAT SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION IS EXEMPT FROM THE PROVISIONS OF SECTION 5 OF THE ACT OR THE RULES AND REGULATIONS IN EFFECT THEREUNDER, AND IN COMPLIANCE WITH APPLICABLE PROVISIONS OF STATE SECURITIES LAWS, AND (II) IF THE HOLDER IS A CITIZEN OR RESIDENT OF ANY COUNTRY OTHER THAN THE UNITED STATES, OR THE HOLDER DESIRES TO EFFECT ANY SUCH TRANSACTION IN ANY SUCH COUNTRY, THE COMPANY HAS BEEN FURNISHED WITH A SATISFACTORY OPINION OR OTHER ADVICE OF COUNSEL FOR THE HOLDER THAT SUCH

Name – Management Shareholders Agrement

4

TRANSACTION WILL NOT VIOLATE THE LAWS OF SUCH COUNTRY.”

               c. The Purchaser acknowledges that Purchaser has been advised that (i) the issuance of the Options and the Shares have not been registered under the Securities Act, (ii) the Options and the Shares must be held indefinitely and the Purchaser must continue to bear the economic risk of the investment in the Options and the Shares unless the Shares are subsequently registered under the Securities Act or an exemption from registration is available, (iii) it is not anticipated that there will be any public market for the Options and the Shares, (iv) an exemption from registration under Rule 144 promulgated under the Securities Act is not currently available with respect to the sales of any securities of the Company, and except as provided in Section 11(b) hereof, the Company has made no covenant to make such Rule available, (v) when and if Options and the Shares may be disposed of without registration in reliance on Rule 144, such disposition can be made only in limited amounts in accordance with the terms and conditions of such Rule, (vi) if the Rule 144 exemption is not available, public sale without registration will require compliance with some other exemption under the Securities Act, (vii) a restrictive legend in the form heretofore set forth shall be placed on the certificates representing the Options and the Shares and (viii) a notation shall be made in the appropriate records of the Company indicating that the Shares are subject to restriction on transfer and, if the Company should at some time in the future engage the services of a stock transfer agent, appropriate stop transfer restrictions will be issued to such transfer agent with respect to the Shares.

               d. If any Shares are to be disposed of in accordance with Rule 144 under the Securities Act or otherwise, the Purchaser shall promptly notify the Company of such intended disposition and shall deliver to the Company at or prior to the time of such disposition such documentation as the Company may reasonably request in connection with such sale, and, in the case of a disposition pursuant to Rule 144, shall deliver to the Company an executed copy of any notice on Form 144 required to be filed with the Securities and Exchange Commission.

               e. The Purchaser agrees that, if any Shares (or securities convertible into or exchangeable for Shares) or other equity securities of the Company are offered to the public pursuant to an effective registration statement under the Securities Act, the Purchaser will not effect any public sale or distribution of any Shares not covered by such registration statement within 7 days prior to, or within 180 days (or such other shorter time period as may be permitted by the underwriters or such other longer time period as may be required by the underwriters in such offering, but in no event more than or less than the number of days applicable to Luxco (collectively with any shareholder required to become a party to this Agreement pursuant to Section 8(a)(iii) below the “Sponsors”)) after the effective date of such registration statement, unless otherwise agreed to in writing by the Company.

               f. The Purchaser represents and warrants that (i) Purchaser has received and reviewed the Confidential Offering Memorandum relating to the debt offering by a Subsidiary of the Company and (ii) Purchaser has been given the opportunity to obtain any additional information or documents and to ask questions and receive answers about such documents, the Company and its Subsidiaries and Affiliates and the business and prospects of the Company and its Subsidiaries and Affiliates and which Purchaser deems necessary to

Name – Management Shareholders Agrement

5

evaluate the merits and risks related to his investment in the Options and the Shares and to verify the information contained in the information reviewed as indicated in this Section 2(f) and Purchaser has relied solely on such information.

               g. The Purchaser further represents and warrants that (i) his financial condition is such that Purchaser can afford to bear the economic risk of holding the Options and the Shares for an indefinite period of time and has adequate means for providing for his current needs and personal contingencies, (ii) Purchaser can afford to suffer a complete loss of his investment in the Options and the Shares, (iii) all information which Purchaser has provided to the Company concerning himself and his financial position is correct and complete as of that date, (iv) Purchaser understands and has taken cognizance of all risk factors related to the purchase of the Options and the Shares, and (v) his knowledge and experience in financial and business matters are such that Purchaser is capable of evaluating the merits and risks of his purchase of the Options and the Shares as contemplated by this Agreement.

     3. Restriction on Transfer.

               a. Except for Transfers permitted by clauses (x), (y) and (z) of Section 2(a) or a sale of Shares pursuant to Section 12, the Purchaser agrees that Purchaser will not transfer, sell, assign, pledge, hypothecate or otherwise dispose of any Shares at any time prior to the fifth anniversary of the Purchase Date. No Transfer of any such Shares in violation hereof shall be made or recorded on the books of the Company and any such Transfer shall be void and of no effect.

               b. Any attempt to Transfer any Shares not in compliance with this Agreement shall be null and void and neither the Company nor any transfer agent shall give any effect in the Company’s stock records to such attempted Transfer.

     4. Right of First Refusal.

          If, at any time after the fifth anniversary of the Purchase Date and prior to the earlier of a Qualified Public Offering (as defined in Section 7(i) below) or Change in Control (as defined in Section 17(b) below), the Purchaser receives a bona fide offer to purchase any or all of his Shares (the “Offer”) from a third party (the “Offeror”) which the Purchaser wishes to accept, the Purchaser shall cause the Offer to be reduced to writing and shall notify the Company in writing of his wish to accept the Offer. The Purchaser’s notice shall contain an irrevocable offer to sell such Shares to the Company, (in the manner set forth below) at a purchase price equal to the price contained in, and on the same terms and conditions of, the Offer, and shall be accompanied by a true copy of the Offer (which shall identify the Offeror). At any time within 45 days after the date of the receipt by the Company of the Purchaser’s notice, the Company shall have the right and option to purchase, or to arrange for a third party to purchase, all of the Shares covered by the Offer either (i) at the same price and on the same terms and conditions as the Offer or (ii) if the Offer includes any consideration other than cash, then at the sole option of the Company, at the equivalent all cash price, determined in good faith by the Company’s Board of Directors, by delivering a certified bank check or checks in the appropriate amount to the Purchaser at the principal office of the Company against delivery of certificates or other instruments representing the Shares so purchased, appropriately endorsed by the Purchaser. If at

Name – Management Shareholders Agrement

6

the end of such 45 day period, the Company has not tendered the purchase price for such shares in the manner set forth above, the Purchaser may during the succeeding 30 day period sell not less than all of the Shares covered by the Offer to the Offeror at a price and on terms no less favorable to the Purchaser than those contained in the Offer. No sale may be made to any Offeror unless the Offeror agrees in writing with the Company to be bound by the provisions of this Section 4 in connection with any resale by the Offeror. Promptly after such sale, the Purchaser shall notify the Company of the consummation thereof and shall furnish such evidence of the completion and time of completion of such sale and of the terms thereof as may reasonably be requested by the Company. If, at the end of the 30 day period following the expiration of the 45 day period for the Company to purchase the Shares, the Purchaser has not completed the sale of such Shares as aforesaid, all the restrictions on sale, transfer or assignment contained in this Agreement shall again be in effect with respect to such Shares.

     5. The Purchaser’s Resale of Shares and Options to the Company Upon The Purchaser’s Death or Disability.

               a. If on or before the fifth anniversary of the Purchase Date, (A) the Purchaser is still in the employ of the Company or any Subsidiary of the Company and (B) the Purchaser either dies or becomes permanently disabled then the Purchaser, the Purchaser’s Estate or the Purchaser’s Trust, as the case may be, shall have the right, for twelve months following the date of death or permanent disability, to (X) sell to the Company, and the Company shall be required to purchase, on one occasion, all or any portion of the Shares then held by the Purchaser, the Purchaser’s Estate and/or the Purchaser’s Trust, as the case may be, at the Section 5 Repurchase Price, as determined in accordance with Section 7; provided, that such Shares have been held by Purchaser, Purchaser’s Estate or the Purchaser’s Trust for not less than six months and one day as of the date of their sale to the Company, and (Y) require the Company to issue to the Purchaser, the Purchaser’s Estate or the Purchaser’s Trust, as the case may be, that number of Shares having an aggregate Fair Market Value equal to the Option Excess Price (as defined in Section 10) determined on the basis of a Section 5 Repurchase Price as provided in Section 10 with respect to the termination of all or any portion of the outstanding exercisable Options then held by the Purchaser, which Shares the Purchaser, the Purchaser’s Estate and/or the Purchaser’s Trust may then require the Company to purchase in accordance with clause (X) above (including with respect to the six month and one day timing restriction contained therein). The Purchaser, the Purchaser’s Estate and/or the Purchaser’s Trust, as the case may be, shall send written notice to the Company of its intention to sell Shares and/or to terminate Options in exchange for the payment and/or Share issuance referred to in the preceding sentence (the “Redemption Notice”). The completion of the purchase shall take place at the principal office of the Company on the tenth business day after the giving of the Redemption Notice. The Section 5 Repurchase Price and any issuance of Shares with respect to the Options as described above shall be paid by delivery to the Purchaser, the Purchaser’s Estate or the Purchaser’s Trust, as the case may be, of Shares and/or a certified bank check or checks in the appropriate amount payable to the order of the Purchaser, the Purchaser’s Estate or the Purchaser’s Trust, as the case may be, against delivery of certificates or other instruments representing the Shares so purchased and appropriate documents canceling the Options so terminated, appropriately endorsed or executed by the Purchaser, the Purchaser’s Estate or the Purchaser’s Trust, or his or its duly authorized representative. For purposes of this Agreement, the Purchaser shall be deemed to have a “permanent disability” if the Purchaser is unable to engage in activities required by the terms of

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Purchaser’s employment by the Company or any Subsidiary of the Company by reason of any medically determinable physical or mental impairment that can be expected to result in death or that has lasted or can be expected to last for a continuous period of not less than 12 months.

               b. Notwithstanding anything in Section 5(a) to the contrary and subject to Section 13, if there exists and is continuing a default or an event of default on the part of the Company or any Subsidiary of the Company under any loan, guarantee or other agreement under which the Company or any Subsidiary of the Company has borrowed money or such repurchase would result in a default or an event of default on the part of the Company or any Subsidiary of the Company under any such agreement or if a repurchase would not be permitted under any applicable law or regulation (each such occurrence being an “Event”), the Company shall not be obligated to repurchase any of the Shares or the Options from the Purchaser, the Purchaser’s Estate, or the Purchaser’s Trust, as the case may be, until the first business day which is 15 calendar days after all of the foregoing Events have ceased to exist (the “Repurchase Eligibility Date”); provided, however, that (i) the number of Shares subject to repurchase under this Section 5(b) shall be that number of Shares, and (ii) the number of Exercisable Option Shares (as defined in Section 10) for purposes of calculating the Option Excess Price payable under this Section 5(b) shall be the number of Exercisable Option Shares held by the Purchaser, the Purchaser’s Estate or the Purchaser’s Trust, as the case may be, at the time of delivery of a Redemption Notice in accordance with Section 5(a) hereof. All Options exercisable as of the date of a Redemption Notice shall continue to be exercisable until the repurchase pursuant to such Redemption Notice.

     6. The Company’s Option to Repurchase Shares and Options of the Purchaser.

     a. (i) If, on or prior to the fifth anniversary of the Purchase Date, (A) the Purchaser’s active employment with the Company (and/or, if applicable, its Subsidiaries or Affiliates) is voluntarily or involuntarily terminated for any reason whatsoever, (B) the beneficiaries of the Purchaser’s Trust shall include any person or entity other than the Purchaser, his spouse or his lineal descendants, (C) the Purchaser shall effect a Transfer of any of the Shares other than as permitted in this Agreement, unless such Transfer is corrected within 10 days after the date of the Call Notice, or (D) there shall occur a Transfer of any of the Shares pursuant to any bankruptcy proceeding, levy, property settlement or disposition pursuant to law incident to marital separation or divorce (alternatively, a “Call Event”), the Company shall have the right to purchase all or any portion of the Shares then held by the Purchaser, the Purchaser’s Estate or the Purchaser’s Trust at the Section 6 Repurchase Price determined in accordance with Section 7 hereof; provided, however, that the Call Event described in clause (D) of this Section 6(a)(i) shall entitle the Company to repurchase only that number of Shares that are the subject of the transfer resulting in the Call Event; and provided, further, that if the Call Event results from the death or permanent disability (as determined in accordance with Section 5) of the Purchaser, the Company shall have the right to purchase all or any portion of the Shares held by the Purchaser, the Purchaser’s Estate or the Purchaser’s Trust only at the Section 5 Repurchase Price. The Company shall have until 60 days after the date on

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which the Company has actual knowledge of a Call Event (other than a Call Event resulting from death or disability in which case the Company shall have 12 months) in which to give notice in writing to the Purchaser of the exercise of such election (“Call Notice”).

               (ii) In the event that (A) the Purchaser, the Purchaser’s Estate and/or the Purchaser’s Trust holds Shares and Options and the Company exercises its right to repurchase Shares pursuant to this Section 6 or (B) the Purchaser, the Purchaser’s Estate and/or the Purchaser’s Trust holds only Options and the Company elects to cash out such Options upon the occurrence of an event specified in Section 6(a)(i) (in accordance with the requirements of the Call Notice), the Company shall pay the Purchaser, the Purchaser’s Estate or the Purchaser’s Trust, as the case may be, an amount equal to the Option Excess Price determined on the basis of the Section 6 Repurchase Price or the Section 5 Repurchase Price, as applicable, with respect to the termination of (x) if the Call Event is described in clause (A), (B) or (C) of Section 6(a)(i), all or any portion of the then exercisable outstanding Options held by the Purchaser, Purchaser’s Estate or Purchaser’s Trust and (y) if the Call Event is described in clause (D) of Section 6(a)(i), a pro rata portion (based on the ratio of the number of Shares that are the subject of the Transfer to the sum of such number and the number of additional shares so held) of the then exercisable outstanding Options held by the Purchaser, the Purchaser’s Estate or the Purchaser’s Trust.

               (iii) The completion of the purchases pursuant to the foregoing shall take place at the principal office of the Company on the tenth business day after the later of the giving of notice of the exercise of the option to purchase or the date of the Call Event. The Section 5 Repurchase Price or the Section 6 Repurchase Price, as the case may be, and any payment with respect to the Options as described above shall be paid by delivery to the Purchaser, the Purchaser’s Estate or the Purchaser’s Trust, as the case may be, of a certified bank check or checks in the appropriate amount payable to the order of the Purchaser, the Purchaser’s Estate or the Purchaser’s Trust, as the case may be, against delivery of certificates or other instruments representing the Shares so purchased and appropriate documents canceling the Options so terminated, appropriately endorsed or executed by the Purchaser, the Purchaser’s Trust or his or its duly authorized representative.

               b. Notwithstanding any other provision of this Section 6 to the contrary and subject to Section 13, if there exists and is continuing any Event, the Company shall delay the repurchase of any of the Shares or the Options (pursuant to a Call Notice timely given in accordance with Section 6(a) hereof) from the Purchaser, the Purchaser’s Estate or the Purchaser’s Trust, as the case may be, until the Repurchase Eligibility Date; provided, however, that (i) the number of Shares subject to repurchase under this Section 6(b) shall be that number of Shares and (ii) the number of Exercisable Option Shares for purposes of calculating the Option Excess Price payable under this Section 6(b) shall be the number of Exercisable Option Shares held by the Purchaser, the Purchaser’s Estate or the Purchaser’s Trust, as the case may be,

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at the time of delivery of a Call Notice in accordance with Section 6(a) hereof. All Options exercisable as of the date of a Call Notice shall continue to be exercisable until the repurchase pursuant to such Call Notice.

     7. Determination of Repurchase Price.

               a. The Section 5 Repurchase Price and the Section 6 Repurchase Price are hereinafter collectively referred to as the “Repurchase Price.” The event giving rise to the repurchase shall be deemed to be the Transfer, death, permanent disability, termination of employment, or other event, as the case may be (the “Repurchase Event”), not the giving of any notice required pursuant to Section 5 or Section 6.

               b. The “Repurchase Calculation Date” shall be the last day of the month preceding the later of (A) the month in which the Repurchase Event occurs or (B) the month in which the Repurchase Eligibility Date occurs; provided, however, that in the event of a Repurchase Event arising under Section 5 as a result of death or disability, the Repurchase Calculation Date shall be the date of the repurchase by the Company.

               c. Prior to a Public Offering (as hereinafter defined) the Section 5 Repurchase Price shall be Fair Market Value (as defined in Section 7(k)) as of the Repurchase Calculation Date. After a Public Offering, the Section 5 Repurchase Price shall be the Market Price Per Share (as defined in Section 7(j)) as of the Repurchase Calculation Date.

               d. In the event of Purchaser’s termination without Cause by the Company (and/or, if applicable, its Subsidiaries or Affiliates), or resignation with Good Reason (as defined in Section 7(g)), the Section 6 Repurchase Price for Shares, shall be either (A) Fair Market Value if the Repurchase Calculation Date is prior to a Public Offering or (B) Market Price Per Share if the Repurchase Calculation Date is after a Public Offering (Fair Market Value and Market Price Per Share, as applicable, the “Market Value”); provided, however, if the Repurchase Eligibility Date is more than 12 months following the Repurchase Event, then the Section 6 Repurchase Price shall not be less than the Section 6 Repurchase Price determined as of the last day of the month preceding the month in which the Repurchase Event occurs, plus interest compounded annually thereon at a rate equal to the interest rate applicable under Section 1274(d) of the Internal Revenue Code of 1986, as amended (the “Code”) on short term obligations.

               e. In the event of the Purchaser’s resignation without Good Reason (as defined in Section 7(g)), the Section 6 Repurchase Price shall be Market Value with respect to any Co-Investment shares or Shares acquired upon exercise of Rollover Options; provided, however, if the Repurchase Eligibility Date is more than 12 months following the Repurchase Event, then the Section 6 Repurchase Price shall not be less than the Section 6 Repurchase Price determined as of the last day of the month preceding the month in which the Repurchase Event occurs, plus interest compounded annually thereon at a rate equal to the interest rate applicable under Section 1274(d) of the Code on short term obligations. With respect to any other Shares, the Section 6 Repurchase Price shall be (i) if the Book Value Per Share on the Repurchase Calculation Date is less than the Book Value Per Share on the Purchase Date (such difference being the “Book Value Decrease”), the lesser of (x) the Market Value or (y) the Initial Price Per Share or (ii) if the Book Value Per Share on the Repurchase Calculation Date is greater than the

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Book Value Per Share on the Purchase Date the Section 6 Repurchase Price shall be the lesser of (A) the Market Value, and (B) the Initial Price Per Share, plus (x) the Percentage (as defined below) multiplied by (y) the amount, if any, by which the Book Value Per Share as of the Repurchase Calculation Date exceeds the Book Value Per Share on the Purchase Date.

               f. In the event of the Purchaser’s termination by the Company (and/or, if applicable, its Subsidiaries or Affiliates) for Cause or an event described in Section 6(a)(i)(B), (C) or (D), the Section 6 Repurchase Price shall be a per share Repurchase Price equal to the least of (i) Market Value, (ii) the Initial Price Per Share, or (iii) the Initial Price Per Share less the amount of any Book Value Decrease.

               g. For purposes of this Agreement the following definitions shall apply: “Cause” shall mean (i) the Purchaser’s willful refusal to perform in any material respect his lawful duties or responsibilities for the Company or its Subsidiaries or willful disregard in any material respect of any financial or other budgetary limitations established in good faith by the Board of Directors or the board of any Subsidiary by which the Purchaser is employed; or (ii) the engaging by the Purchaser in conduct that causes material and demonstrable injury, monetarily or otherwise, to the Company or any of its Subsidiaries, including, but not limited to, misappropriation or conversion of assets of the Company or its Subsidiaries (other than non-material assets); or (iii) conviction of or entry of a plea of nolo contendere to a non-vehicular felony. No act or failure to act by the Purchaser shall be deemed “willful” if done, or omitted to be done, by him in good faith and with the reasonable belief that his action or omission was in the best interest of the Company or its Subsidiaries or consistent with Company policies or the directive of the Company’s Board of Directors.

          “Good Reason” shall mean (i) a reduction in Purchaser’s base salary (other than as part of a broad salary reduction program instituted because the Company or the Subsidiary by which Purchaser is employed is in financial distress), (ii) a substantial reduction in Purchaser’s duties and responsibilities, (iii) the elimination or reduction of Purchaser’s eligibility to participate in the Company’s benefit programs that is inconsistent with the eligibility of similarly situated employees of the Company to participate therein, (iv) the Company informs the Purchaser of its intention to transfer the Purchaser’s primary workplace to a location that is more than 25 miles from the Purchaser’s workplace as of the Purchase Date, and (v) any serious chronic mental or physical illness of a member of the Purchaser’s family that requires the Purchaser to terminate his or her employment because of substantial interference with his or her duties at the Company; provided, that at the Company’s request Purchaser shall provide the Company with a written physician’s statement confirming the existence of such mental or physical illness.

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          The “Percentage” shall be determined as follows:

Repurchase Calculation Date	Percentage
Prior to the first anniversary of the Purchase Date		- 0 -
On or after the first anniversary of the Purchase Date and prior to the second anniversary of the Purchase Date		20	%
On or after the second anniversary of the Purchase Date and prior to the third anniversary of the Purchase Date		40	%
On or after the third anniversary of the Purchase Date and prior to the fourth anniversary of the Purchase Date		60	%
On or after the fourth anniversary of the Purchase Date and prior to the fifth anniversary of the Purchase Date		80	%
On or after the fifth anniversary of the Purchase Date		100	%

               h. “Book Value Per Share” as of any date of determination shall equal the result of (x) the sum of (A) the shareholders’ equity of the Company, excluding amounts attributable to shares of the Company’s capital stock other than its Shares as of the relevant date; and excluding (i) the effect of any extraordinary, non-recurring, certain non-operating, or unusual items and (ii) any decrease after the Purchase Date in a valuation allowance or other reserve related to deferred tax assets recognized by the Company, if and to the extent determined in the sole discretion of the Board of Directors of the Company, all as determined in accordance with generally accepted accounting principles applied on a basis consistent with any prior periods, and (B) the aggregate exercise prices of all outstanding stock options and other dilutive rights to acquire Shares of the Company and the aggregate dilutive conversion prices of all securities convertible into Shares, divided by (y) the sum of the number of Shares then outstanding and the number of Shares issuable upon the exercise of all outstanding stock options and other dilutive rights to acquire Shares and the conversion of all dilutive securities convertible into Shares. For purposes of this Agreement, Book Value Per Share as of the Purchase Date will be based on the shareholder’s equity of the Company immediately after giving effect to the transactions contemplated by the Asset Purchase Agreement between Agilent Technologies, Inc. and the Company and the incurrence of related transaction fees and expenses related thereto.

               i. As used herein the term “Public Offering” shall mean a public offering and sale of Shares by the Company (or any successor) pursuant to an effective registration statement under the Securities Act and/or in compliance with equivalent applicable foreign securities laws (other than a registration statement on Form S-8, Form S-4, Form F-4 or any other similar form). A “Qualified Public Offering” shall mean a Public Offering pursuant to an effective registration statement relating to the sale of Shares held by any or all of the Sponsor and its Affiliates which results in gross proceeds to the Sponsors and its Affiliates in excess of $250,000,000 and an active trading market in the Shares.

               j. As used herein the term “Market Price Per Share” shall mean the price per share equal to the last sale price (or if no sales occur on such day, then the average of the closing bid and asked prices for such day) of the Shares on the Repurchase Calculation Date on each exchange on which the Shares may at the time be listed and on which the Shares may be

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traded on such dates or, if the Shares shall not be so listed, the closing sales price as reported by NASDAQ for the Repurchase Calculation Date in the over-the-counter market.

               k. As used herein the term “Fair Market Value” of a share shall mean the fair market value, as determined in good faith by the Board of Directors of the Company in its sole discretion without giving effect to any discount for minority status or transfer restrictions, based upon such facts and circumstances as it deems relevant.

               l. In determining the Repurchase Price, appropriate adjustments shall be made for any future issuances of rights to acquire and securities convertible into Shares and any stock dividends, splits, combinations, recapitalizations or any other adjustment in the number of outstanding Shares.

     8. “Tag-Along” Right.

               a. In the event that at any time prior to the fifth anniversary of a Public Offering, the Sponsors or a Sponsor Affiliate to whom a Sponsor has transferred any of its Shares (a “Transfer Affiliate”) proposes to transfer for value any Shares owned by it to any person (a “Proposed Purchaser”), in any transaction other than (i) a Public Offering; (ii) from and after the initial firm commitment underwritten Public Offering, pursuant to Rule 144 or a block sale to a financial institution in the ordinary course of its trading business; provided, that Section 3 and 4 shall no longer apply with respect to a number of Shares equal to the maximum number of Shares the Purchaser, the Purchaser’s Estate or the Purchaser’s Trust, as the case may be, would have been entitled to sell in such sale pursuant to the first sentence of Section 8(b) other than due to the provisions of this clause (ii), (iii) a distribution, dividend or other transfer of Shares by Luxco to its shareholders, by way of liquidation or otherwise; provided, that such shareholders become parties to this Agreement, in the capacity of a Sponsor, or (iv) a sale to a Sponsor Affiliate, the Sponsor (or such Transfer Affiliate) will notify the Purchaser, the Purchaser’s Estate or the Purchaser’s Trust, as the case may be, in writing (a “Sale Notice”) of such proposed sale (a “Proposed Sale”) and the material terms of the Proposed Sale as of the date of the Sale Notice (the “Material Terms”) promptly and in any event not less than 25 days prior to the Proposed Sale and not more than 5 days after the execution of the definitive agreement relating to the Proposed Sale, if any (the “Sale Agreement”). If within 20 business days of the date of receipt of the Sale Notice, the Sponsor (or such Transfer Affiliate) receives a written request (a “Sale Request”) to include Shares held by the Purchaser, the Purchaser’s Estate or the Purchaser’s Trust in the Proposed Sale, the Shares so held by the Purchaser, the Purchaser’s Estate or the Purchaser’s Trust, not to exceed the amount provided in Section 8(b) below, shall be so included as provided herein; provided, that only one such Sale Request may be delivered by the Purchaser or the Purchaser’s Estate or the Purchaser’s Trust, as the case may be, with respect to any single Proposed Sale for any Shares held by the Purchaser or the Purchaser’s Estate or the Purchaser’s Trust; and provided, further, that any Sale Request shall be irrevocable unless (x) there shall be a material adverse change in the Material Terms or (y) otherwise mutually agreed to in writing by the Purchaser, the Purchaser’s Estate or the Purchaser’s Trust, as the case may be, and Sponsor (or such Transfer Affiliate). Promptly after the receipt of the Sale Request, the Sponsor (or such Transfer Affiliate) will furnish the Purchaser, the Purchaser’s Estate or the Purchaser’s Trust with a copy of the Sale Agreement, if any.

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               b. The maximum number of Shares that the Purchaser or the Purchaser’s Estate or the Purchaser’s Trust, as the case may be, will be permitted to include in a Proposed Sale pursuant to a Sale Request will be the product of (i) the sum of the number of Shares (A) then held by the Purchaser or the Purchaser’s Estate or the Purchaser’s Trust, including all Exercisable Option Shares (as defined in Section 10(b)) and (B) Option Shares which will become exercisable prior to or in connection with the Proposed Sale, multiplied by (ii) the ratio of (A) the number of Shares which the Sponsor (or the Transfer Affiliate) proposes to sell in the Proposed Sale, (after giving effect to this Agreement, the Other Purchasers’ Agreements, and any other agreements among the Sponsors (or any Transfer Affiliate) and other agreement with any holder of Shares that gives the right to such holder to participate in the Proposed Sale) divided by (B) the number of Shares then held by such Sponsor (or the Transfer Affiliate). Notwithstanding the above, if one of more holders of Shares who have been granted rights similar to those granted hereunder elect not to include in the Proposed Sale the maximum number of Shares which such holder would have been permitted to include in a Proposed Sale (the “Eligible Shares”), the holders of Shares, including the Sponsor (or the Transfer Affiliate), or any of them, may sell in the Proposed Sale a number of additional Shares owned by any of them equal to their pro rata portion of the number of Eligible Shares not included in the Proposed Sale, based on the relative number of Shares then held by each such holder, and such additional Shares which any such holder or holders propose to sell shall not be included in the calculation made pursuant to this Paragraph (b) for the purpose of determining the maximum number of Shares which the Purchaser or the Purchaser’s Estate or the Purchaser’s Trust, as the case may be, will be permitted to include in a Proposed Sale. Each Sponsor (or the Transfer Affiliate) may sell in the Proposed Sale additional Shares owned by it equal to any remaining Eligible Shares that will not be included in the Proposed Sale pursuant to the foregoing sentence.

               c. Except as may otherwise be provided herein, Shares subject to a Sale Request will be included in a Proposed Sale pursuant hereto and in any agreements with the Proposed Purchaser relating thereto on the same terms and subject to the same conditions applicable to the Shares which the Sponsor (or the Transfer Affiliate) proposes to sell in the Proposed Sale. Such terms and conditions shall include, without limitation: the pro rata reduction of the number of Shares to be included in the Proposed Sale if required by the Proposed Purchaser; the sales price; the payment of fees, commissions and expenses; the provision of, and representation and warranty as to, information requested by the Sponsor (or the Transfer Affiliate), and the provision of requisite indemnifications; provided, that any indemnification provided by the Purchaser, the Purchaser’s Estate or the Purchaser’s Trust shall be pro rata in proportion with the number of Shares to be sold; and provided, further, that fees paid to certain affiliates of the Sponsors pursuant to that certain Advisory Agreement with the Company and such affiliates in connection with the Proposed Sale shall not be deemed to be terms and conditions with respect to the Sale of the Shares.

               d. Upon delivering a Sale Request, the Purchaser, the Purchaser’s Estate or the Purchaser’s Trust, as the case may be, will, if requested by the Sponsor (or the Transfer Affiliate), execute and deliver a custody agreement and power of attorney in form and substance satisfactory to the Sponsor (or the Transfer Affiliate) (a “Custody Agreement and Power of Attorney”) with respect to the Shares which are to be included in the Proposed Sale pursuant hereto. The Custody Agreement and Power of Attorney will provide, among other things, that

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the Purchaser, the Purchaser’s Estate or the Purchaser’s Trust, as the case may be, will deliver to and deposit in custody with the custodian and attorney-in-fact named therein a certificate or certificates representing such Shares (duly endorsed in blank by the registered owner or owners thereof or accompanied by duly executed stock powers in blank) and irrevocably appoint said custodian and attorney-in-fact as the Purchaser, the Purchaser’s Estate’s or the Purchaser’s Trust’s, as the case may be, agent and attorney-in-fact with full power and authority to act under the Custody Agreement and Power of Attorney on behalf of the Purchaser, the Purchaser’s Estate or the Purchaser’s Trust, as the case may be, with respect to the matters specified therein.

               e. The Purchaser, Purchaser’s Trust or Purchaser’s Estate shall execute such other agreements as the Sponsor (or the Transfer Affiliate) may reasonably request in connection with the consummation of a Proposed Sale and Sale Request and the transactions contemplated hereby and the Purchaser’s, Purchaser’s Estate or Purchaser’s Trust, as the case may be, right pursuant hereto to participate in a Proposed Sale shall be contingent on such person’s strict compliance with each provision of this Agreement.

     9. Purchaser’s “Bring-Along” Right.

          In the event that at any time prior to the fifth anniversary of a Public Offering, a Sponsor (or a Transfer Affiliate) proposes to sell any of its holdings of Shares (the “Sponsor Shares”) in a Proposed Sale (a “Bring-Along Sale”), such Sponsor may provide Purchaser or Purchaser’s Estate or Purchaser’s Trust, as the case may be, written notice (a “Bring-Along Notice”) of such Proposed Sale and the Material Terms not less than 10 business days prior to the proposed date of the Bring-Along Sale (the “Bring-Along Sale Date”) and the Purchaser hereby agrees to sell to such Proposed Purchaser, as provided in Sections 8(c), (d) and (e), the number of Shares equal to the product of (i) the sum of the number of Shares (A) then held by the Purchaser or the Purchaser’s Estate or the Purchaser’s Trust, including all Exercisable Option Shares and (B) any Option Shares which will become exercisable prior to or in connection with the Bring-Along Sale, multiplied by (ii) the ratio of (A) the number of Shares which Sponsor (or a Transfer Affiliate) proposes to sell in the Proposed Sale, divided by (B) the number of Shares then held by Sponsor (or a Transfer Affiliate) at the same price and upon the same terms and conditions as such transfer of Sponsor Shares. The Purchaser, Purchaser’s Trust or Purchaser’s Estate, as the case may be, shall exercise Options to the extent necessary to obtain a number of Shares sufficient to fulfill its obligation to sell Shares in a Bring-Along Sale pursuant to this Section 9. The provisions of this Section 9 shall apply regardless of the form of consideration in the Bring-Along Sale.

10. Shares Issued to the Purchaser Upon Exercise of Options; Termination of Options.

               a. The Company may from time to time grant to the Purchaser, in addition to the Options granted pursuant to this Agreement, Options under the Equity Plan or otherwise to purchase Shares. All Options and Shares issuable by the Company upon exercise of such Options shall be subject to the terms and conditions of this Agreement.

               b. All outstanding Options granted to the Purchaser under the Equity Plan or otherwise, whether or not then exercisable, will be automatically terminated upon the payment

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by the Company to the Purchaser, pursuant to the provisions of Section 5 or 6 of this Agreement, of an amount equal to the Option Excess Price. If the Option Excess Price is zero or a negative number, all outstanding Options granted to the Purchaser under the Equity Plan or otherwise, whether or not then exercisable, shall be automatically terminated upon the repurchase of Shares as provided in Section 5 or 6. The “Option Excess Price” is the excess, if any, of the Section 5 Repurchase Price or the Section 6 Repurchase Price, depending on which Repurchase Price is being used to repurchase the Shares, over the exercise prices applicable to such Options multiplied by the number of Exercisable Option Shares. For purposes hereof, “Exercisable Option Shares” shall mean the Shares which, at the time of determination, could be purchased by the Purchaser upon exercise of his outstanding Options.

     11. The Company’s Representations and Warranties.

               a. The Company represents and warrants to the Purchaser that (i) this Agreement has been duly authorized, executed and delivered by the Company and (ii) the Shares, when issued and delivered in accordance with the terms hereof, will be duly and validly issued, fully paid and nonassessable.

               b. If the Company shall have filed a registration statement pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or engaged in a Public Offering, (i) the Company shall use reasonable efforts to register the Options and the Shares to be acquired on exercise thereof on a Form S-8 Registration Statement or any successor to Form S-8 to the extent that such registration is then available with respect to such Options and Shares and (ii) the Company will file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the Securities and Exchange Commission (“SEC”) thereunder, to the extent required from time to time to enable the Purchaser to sell Shares without registration under the Securities Act within the limitations of the exemptions provided any applicable rule or regulation of the SEC. Notwithstanding anything contained in this Section 11(b), the Company may deregister under Section 12 of the Exchange Act if it is then permitted to do so pursuant to the Exchange Act and the rules and regulations thereunder. Nothing in this Section 11(b) shall be deemed to limit in any manner the restrictions on sales of Shares contained in this Agreement.

     12. “Piggyback” Registration Rights. Until the later of (i) the first occurrence of a Qualified Public Offering and (ii) the fifth anniversary of the Effective Date:

               a. The Purchaser, Purchaser’s Trust or Purchaser’s Estate hereby agrees to be bound by all of the terms, conditions and obligations of the Registration Rights Agreement (the “Registration Rights Agreement”) entered into by and among the Company and investors party thereto as amended from time to time, in each case as if the Purchaser, Purchaser’s Trust or Purchaser’s Estate were a Holder (as such term is defined in the Registration Rights Agreement); provided, however, that at no time shall the Purchaser, Purchaser’s Trust or Purchaser’s Estate have any rights to request registration under the Registration Rights Agreement; and provided, further, that Purchaser, Purchaser’s Estate and Purchaser’s Trust’s rights shall be limited as set forth in this Section 12. All Shares purchased or held by Purchaser, Purchaser’s Trust or Purchaser’s Estate pursuant to this Agreement shall be deemed to be “Registrable Securities” as defined in the Registration Rights Agreement.

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               b. In the event of a sale of Shares by the Sponsor in accordance with the terms of the Registration Rights Agreement, the Company will promptly notify the Purchaser, Purchaser’s Trust or Purchaser’s Estate in writing (a “Notice”) of the proposed registration (a “Proposed Registration”). If within 15 days of the receipt by the Purchaser, Purchaser’s Trust or Purchaser’s Estate of such Notice, the Company receives from the Purchaser, Purchaser’s Trust or Purchaser’s Estate, as the case may be, a written request (a “Request”) to register Shares held by the applicable Purchaser, Purchaser’s Trust or Purchaser’s Estate (which Request will be irrevocable unless otherwise mutually agreed to in writing by the Purchaser, Purchaser’s Trust or Purchaser’s Estate and the Company), Shares will be so registered as provided in this Section 12; provided, however, that for each such registration statement only one Request, which shall be executed by the Purchaser, Purchaser’s Trust or Purchaser’s Estate, as the case may be, may be submitted for all Registrable Securities held by the Purchaser, Purchaser’s Trust or Purchaser’s Estate.

               c. The maximum number of Shares that will be registered pursuant to a Request will be the lowest of (i) the number of Shares then held by the Purchaser, Purchaser’s Trust or Purchaser’s Estate, including all Shares which the Purchaser, Purchaser’s Trust or Purchaser’s Estate are then entitled to acquire under an unexercised Option to the extent then exercisable, multiplied by a fraction, the numerator of which is the number of Shares being sold by the Sponsors and the denominator of which is the aggregate number of Shares owned by the Sponsors or (ii) the maximum number of Shares which the Company can register in the Proposed Registration without adverse effect on the offering in the view of the managing underwriters (reduced pro rata with all Other Purchasers) as more fully described in subsection (d) of this Section 12 or (iii) the maximum number of Shares which the Purchaser, Purchaser’s Trust or Purchaser’s Estate (pro rata based upon the aggregate number of Shares the Purchaser, Purchaser’s Trust or Purchaser’s Estate and all other Purchasers have requested to be registered) is permitted to register under the Registration Rights Agreement, including, without limitation, any reductions required by the Registration Rights Agreement.

               d. Upon delivering a Request, the Purchaser, Purchaser’s Trust or Purchaser’s Estate will, if requested by the Company, execute and deliver a Custody Agreement and Power of Attorney. The Custody Agreement and Power of Attorney will provide, among other things, that the Purchaser, Purchaser’s Trust or Purchaser’s Estate will deliver to and deposit in custody with the custodian and attorney-in-fact named therein a certificate or certificates representing such Shares (duly endorsed in blank by the registered owner or owners thereof or accompanied by duly executed stock powers in blank) and irrevocably appoint said custodian and attorney-in-fact as the Purchaser, Purchaser’s Trust or Purchaser’s Estate’s agent and attorney-in-fact with full power and authority to act under the Custody Agreement and Power of Attorney on the Purchaser, Purchaser’s Trust or Purchaser’s Estate’s behalf with respect to the matters specified therein.

               e. The Purchaser, Purchaser’s Trust or Purchaser’s Estate agrees that Purchaser, Purchaser’s Trust or Purchaser’s Estate, as applicable, will execute such other agreements as the Company may reasonably request to further evidence the provisions of this Section.

     13. Pro Rata Repurchases.

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          Notwithstanding anything to the contrary contained in Sections 5, 6 or 7, if at any time consummation of all purchases and payments to be made by the Company pursuant to this Agreement and the Other Purchasers’ Agreements would result in an Event, then the Company shall make purchases from, and payments to, the Purchaser and Other Purchasers pro rata (on the basis of the proportion of the number of Shares and the number of Options each such Purchaser and all Other Purchasers have elected or are required to sell to the Company) for the maximum number of Shares and shall pay the Option Excess Price for the maximum number of Options permitted without resulting in an Event (the “Maximum Repurchase Amount”). The provisions of Sections 5(b) and 6(b) shall apply in their entirety to payments and repurchases with respect to Options and Shares which may not be made due to the limits imposed by the Maximum Repurchase Amount under this Section 13. Until all of such Shares and Options are purchased and paid for by the Company, the Purchaser and the Other Purchasers whose Shares and Options are not purchased in accordance with this Section 13 shall have priority, on a pro rata basis, over other purchases of Shares and Options by the Company pursuant to this Agreement and Other Purchasers’ Agreements.

     14. Rights to Negotiate Repurchase Price.

          Nothing in this Agreement shall be deemed to restrict or prohibit the Company from purchasing Shares or Options from the Purchaser, at any time, upon such terms and conditions, and for such price, as may be mutually agreed upon between the Parties, whether or not at the time of such purchase circumstances exist which specifically grant the Company the right to purchase, or the Purchaser the right to sell, Shares or the Company has the right to pay, or the Purchaser has the right to receive, the Option Excess Price under the terms of this Agreement.

     15. Covenant Regarding 83(b) Election.

          Except as the Company may otherwise agree in writing, the Purchaser hereby covenants and agrees that Purchaser will make an election provided pursuant to Treasury Regulation 1.83-2 with respect to the Shares to be acquired upon each exercise of the Purchaser’s Options; and the Purchaser further covenants and agrees that Purchaser will furnish the Company with copies of the forms of election the Purchaser files within 30 days after the date hereof, and within 30 days after each exercise of the Purchaser’s Options and with evidence that each such election has been filed in a timely manner.

     16. Notice of Change of Beneficiary.

          Immediately prior to any transfer of Shares to a Purchaser’s Trust, the Purchaser shall provide the Company with a copy of the instruments creating the Purchaser’s Trust and with the identity of the beneficiaries of the Purchaser’s Trust. The Purchaser shall notify the Company immediately prior to any change in the identity of any beneficiary of the Purchaser’s Trust.

     17. Expiration of Certain Provisions.

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               a. The provisions contained in Sections 2, 4, 5, 6, 8, 9 and 12 of this Agreement and the portion of any other provision of this Agreement which incorporates the provisions of Section 4, 5 or 6, shall terminate and be of no further force or effect with respect to any Shares sold by the Purchaser pursuant to an effective registration statement filed by the Company pursuant to Section 11 hereof.

               b. The provisions contained in Sections 2(e), 3, 4, 5, 6, 8, 9, 12 and 15 of this Agreement, and the portion of any other provisions of this Agreement which incorporate the provisions of any of such Sections, shall terminate and be of no further force or effect upon the consummation of a Change in Control. For purposes of this Agreement, “Change in Control” means (i) sales of all or substantially all of the assets of the Company and its subsidiaries, taken as a whole, to a Person who is not an Affiliate of the Company or the Sponsors, (ii) a sale by the Sponsors or any of their respective Affiliates resulting in more than 50% of the voting shares of the Company being held by a person or related group of persons that does not include the Sponsors or any of their respective Affiliates, or (iii) a merger or consolidation of the Company into another Person which is not an Affiliate of the Company or the Sponsors, if and only if as a result of such merger or consolidation the Sponsors lose the ability to elect a majority of the Board of Directors of the Company (or the resulting entity).

     18. Recapitalizations, etc.

          The provisions of this Agreement shall apply, to the full extent set forth herein with respect to the Shares or the Options, to any and all shares of capital stock of the Company or any capital stock, partnership units or any other security evidencing ownership interests in any successor or assign of the Company (whether by merger, consolidation, sale of assets or otherwise) which may be issued in respect of, in exchange for, or in substitution of the Shares or the Options, by reason of any stock dividend, split, reverse split, combination, recapitalization, liquidation, reclassification, merger, consolidation or otherwise.

     19. The Purchaser’s Employment by the Company.

          Nothing contained in this Agreement (i) obligates the Company or any Subsidiary or Affiliate of the Company to employ the Purchaser in any capacity whatsoever or (ii) prohibits or restricts the Company (or any of its Subsidiaries or Affiliates) from terminating the employment, if any, of the Purchaser at any time or for any reason whatsoever, with or without Cause, and the Purchaser hereby acknowledges and agrees that except as may be contained in Purchaser’s employment agreement with the Company, neither the Company nor any other Person has made any representations or promises whatsoever to the Purchaser concerning the Purchaser’s employment or continued employment by the Company.

     20. Securities Laws.

          The Company hereby agrees to use its reasonable efforts to comply with all foreign and state securities or “blue sky” laws that might be applicable to the sale of the Shares and the issuance of the Options to the Purchaser.

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     21. Binding Effect.

          The provisions of this Agreement shall be binding upon and accrue to the benefit of the parties hereto and their respective heirs, legal representatives, successors and permitted assigns. Purchaser may assign his rights and obligations under this Agreement only to those transferees to whom Purchaser is required to do so pursuant to the terms hereof. In the case of a transferee permitted under Section 2(a) hereof, such transferee shall be deemed the Purchaser hereunder; provided, however, that no transferee (including without limitation, transferees referred to in Section 2(a) hereof) shall derive any rights under this Agreement unless and until such transferee has delivered to the Company a valid undertaking and becomes bound by the terms of this Agreement.

     22. Amendment.

          This Agreement may be amended only by a written instrument signed by the Parties hereto.

     23. Closing.

          Except as otherwise provided herein, the closing of each purchase and sale of Shares and the payment of the Option Excess Price, if any, pursuant to this Agreement shall take place at the principal office of the Company on the tenth business day following delivery of the notice by either Party to the other of its exercise of the right to purchase or sell such Shares hereunder or to cause the payment of the Option Excess Price, if any.

     24. Applicable Law.

          The laws of Singapore shall govern the interpretation, validity and performance of the terms of this Agreement, regardless of the law that might be applied under principles of conflicts of law. Each of the Company, Luxco and the Purchaser (the “Parties”) hereby irrevocably and unconditionally submits to the exclusive jurisdiction of the state and federal courts located in or for the State of California, County of San Mateo, for any actions, suits, or proceedings arising out of or relating to this Agreement and the transactions contemplated hereby (and each of the Parties agrees not to commence any action, suit or proceeding relating thereto except in such courts), and further agrees that service of any process, summons, notice or document by U.S. registered mail to its address set forth below shall be effective service of process of any action, suit or proceeding brought against any Party in any such court. Each of the Parties hereby irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby, in such state or federal courts as aforesaid and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. The Company and Luxco have appointed Corporation Service Company, which will do business in California as CSC-Lawyers Incorporation Service, as its authorized agent (the “Authorized Agent”) upon whom process may be served in any action arising out of or based on this Agreement or the transactions contemplated hereby. Such appointment shall be irrevocable

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pursuant to a contract that shall be prepaid for a period through December 1, 2010. The Company and Luxco represent and warrant that the Authorized Agent has agreed to act as such agent for service of process and agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent shall be deemed, in every respect, effective service of process upon the Company and Luxco.

     25. Assignability of Certain Rights by the Company.

          The Company shall have the right to assign any or all of its rights or obligations to purchase Shares pursuant to Sections 4, 5 and 6 hereof; provided, that the Company shall remain liable for all of its obligations pursuant to such Sections.

     26. Section 409A.

          The parties acknowledge and agree that, to the extent applicable, this Agreement shall be interpreted in accordance with Section 409A of the Code and any proposed or final Treasury Regulations promulgated thereunder. Notwithstanding any provision of this Agreement to the contrary, in the event that the Company determines that any amounts payable hereunder will be immediately taxable to the Purchaser under Section 409A, the Company may (a) adopt such amendments to this Agreement and appropriate policies and procedures, including amendments and policies with retroactive effect, that the Company determines necessary or appropriate to preserve the intended tax treatment of the benefits provided by this Agreement and/or (b) take such other actions as the Company determines necessary or appropriate to comply with the requirements of Section 409A.

     27. Consent to Shorter Notice.

          As permitted by Section 177(3) of the Singapore Companies Act, Purchaser hereby agrees to shorter notice than required by Section 177(2) of the Singapore Companies Act with respect to any meeting of the Company, other than the Company’s annual general meeting, which shorter notice may be as little as immediately prior to the commencement of such meeting. To such end, Purchaser hereby irrevocably appoints and constitutes Luxco, and its assigns, as Purchaser’s true and lawful attorney, in Purchaser’s name, place and stead, to make, execute and acknowledge documents for the limited purpose of agreeing to such shorter notice. Purchaser agrees to provide the Company with any documentation reasonably requested by the Company to give effect to the agreements in the two immediately preceding sentences.

     28. Miscellaneous.

          In this Agreement (i) all references to “dollars” or “$” are to United States dollars and (ii) the word “or” is not exclusive. If any provision of this Agreement shall be declared illegal, void or unenforceable by any court of competent jurisdiction, the other provisions shall not be affected, but shall remain in full force and effect.

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     29. Notices.

     All notices and other communications provided for herein shall be in writing and shall be deemed to have been duly given if delivered by hand (whether by overnight courier or otherwise) or sent by registered or certified mail, return receipt requested, postage prepaid, to the Party to whom it is directed:

               a. If to the Company, to it at the following address:

Avago Technologies Limited
No. 1 Yishun Avenue 7
Singapore 768923
Attn: Adam Clammer
          Kenneth Hao

with a copy to:

Latham & Watkins LLP
135 Commonwealth Drive
Menlo Park, California 94025
Attn: Peter F. Kerman, Esq.
          Joseph M. Yaffe, Esq.

               b. If to the Purchaser, to him at his most recent address as reflected in the Company’s records, or at such other address as the Party shall have specified by notice in writing to the other Parties.

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IN WITNESS WHEREOF, the Parties have executed this Shareholder’s Agreement effective as of the date first above written.

AVAGO TECHNOLOGIES LIMITED

By:

Title:

BALI INVESTMENTS S.A.R.L.

By:

Title:

PURCHASER

Name

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EX-10.21 59 f23597orexv10w21.htm EXHIBIT 10.21

Exhibti-10.21

Executives — New and Co-Invest Options — U.S.

NON-QUALIFIED SHARE OPTION AGREEMENT
UNDER THE AMENDED AND RESTATED EQUITY INCENTIVE PLAN
FOR EXECUTIVE EMPLOYEES OF
AVAGO TECHNOLOGIES LIMITED AND SUBSIDIARIES

          This Non-Qualified Share Option Agreement (this “Agreement”), is entered into as of «Grant_Date» by and between Avago Technologies Limited, a company organized under the laws of Singapore, hereinafter referred to as the “Company,” and «Name», an employee of the Company or a Subsidiary (as defined below) or Affiliate (as defined below) of the Company, hereinafter referred to as “Optionee.”

          WHEREAS, the Company wishes to afford the Optionee the opportunity to purchase ordinary shares of the Company (“Shares”);

          WHEREAS, the Company wishes to carry out the Plan (as defined below), the terms of which are hereby incorporated by reference and made a part of this Agreement; and

          WHEREAS, the Committee (as defined below) appointed to administer the Plan has determined that it would be to the advantage and best interest of the Company and its shareholders to grant the Non-Qualified Share Option(s) provided for herein to the Optionee as an incentive for increased efforts during his term of employment with the Company or its Subsidiaries or Affiliates, and has advised the Company thereof and instructed the undersigned officers to issue said Options;

          NOW, THEREFORE, in consideration of the mutual covenants herein contained and other good and valuable consideration, receipt of which is hereby acknowledged, the parties hereto do hereby agree as follows:

ARTICLE I

DEFINITIONS

          Whenever the following terms are used in this Agreement, they shall have the meaning specified in the Plan or below unless the context clearly indicates to the contrary.

     Section 1.1 — Affiliate

          “Affiliate” shall mean (a) with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with, such Person, and (b) with respect to the Company, also any entity designated by the Board of Directors in which the Company or one of its Affiliates has an interest, and (c) Kohlberg Kravis Roberts & Co., L.P. (“KKR”), Silver Lake Partners LLC (“SLP”) and any Affiliate of any partner of KKR or SLP. For purposes of this Agreement, “Person” means an individual, partnership, corporation, business trust, joint stock company, trust, unincorporated association, joint venture,

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governmental authority or other entity of whatever nature, and “control” shall have the meaning given such term under Rule 405 of the Securities Act.

     Section 1.2 — Board of Directors

          “Board of Directors” shall mean the Board of Directors of the Company.

     Section 1.3 — Cause

          “Cause” shall mean (i) the Optionee’s willful refusal to perform in any material respect his lawful duties or responsibilities for the Company or its Subsidiaries or willful disregard in any material respect of any financial or other budgetary limitations established in good faith by the Board of Directors or the board of directors of any Subsidiary; or (ii) the engaging by the Optionee in conduct that causes material and demonstrable injury, monetarily or otherwise, to the Company or any of its Subsidiaries, including, but not limited to, misappropriation or conversion of assets of the Company or its Subsidiaries (other than non-material assets); or (iii) conviction of or entry of a plea of nolo contendere to a non-vehicular felony. No act or failure to act by the Optionee shall be deemed “willful” if done, or omitted to be done, by him in good faith and with the reasonable belief that his action or omission was in the best interest of the Company or its Subsidiaries or consistent with Company policies or the directive of the Board of Directors.

     Section 1.4 — Code

          “Code” shall mean the U.S. Internal Revenue Code of 1986, as amended.

     Section 1.5 — Committee

          “Committee” shall mean the Board of Directors or, if administration of the Plan is delegated by the Board of Directors to it, the Compensation Committee of the Board of Directors or any other committee of the Board of Directors designated by the Board of Directors to administer the Plan.

     Section 1.6 — Determination Date

          “Determination Date” means the October 31 immediately following the Vesting Reference Date and each of the next four anniversaries thereof.

     Section 1.7 — “Good Reason”

          “Good Reason” means i) a reduction in Optionee’s base salary (other than as part of a broad salary reduction program instituted because the Company or the Subsidiary by which Optionee is employed is in financial distress), (ii) a substantial reduction in Optionee’s duties and responsibilities, (iii) the elimination or reduction of Optionee’s eligibility to participate in the Company’s benefit programs that is inconsistent with the eligibility of similarly situated

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employees of the Company to participate therein, (iv) the Company informs the Optionee of its intention to transfer of the Optionee’s primary workplace to a location that is more than 25 miles from the Optionee’s workplace at the time of the Vesting Reference Date, and (v) any serious chronic mental or physical illness of a member of the Optionee’s family that requires Optionee to terminate his or her employment because of a substantial interference with his or her duties at the Company, provided that at the Company’s request Optionee shall provide the Company with a written physician’s statement confirming the existence of such mental or physical illness.

     Section 1.8 — Options

          “Options” shall mean the Non-Qualified Share Options, which may include a Time Option and/or a Performance Option, to purchase Shares granted under this Agreement.

     Section 1.9 — Partnerships

          “Partnerships” shall mean KKR and SLP.

     Section 1.10 — Performance Option

          “Performance Option” shall mean an Option with respect to which the commencement of exercisability is governed by Section 3.1(b) hereof.

     Section 1.11 — Permanent Disability

          The Optionee shall be deemed to have a “Permanent Disability” if the Optionee is unable to engage in the activities required by his employment by reason of any medically determined physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than 12 months, as reasonably determined by the Board of Directors in good faith and in its discretion.

     Section 1.12 — Permitted Retirement

          “Permitted Retirement” shall mean retirement at age 55 or over (or such other age as may be approved by the Board of Directors) after at least fifteen years of continuous employment with the Company or one of its Subsidiaries or Affiliates. For the purposes of the preceding sentence, employment with a Predecessor shall be deemed to be employment with the Company.

     Section 1.13 — Plan

          “Plan” shall mean the Amended and Restated Equity Incentive Plan for Executive Employees of Avago Technologies Limited and Subsidiaries, as the same may be amended from time to time.

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     Section 1.14 — Predecessor

          “Predecessor” shall mean the Hewlett-Packard Company, Agilent Technologies, Inc. or any of their Subsidiaries or Affiliates.

     Section 1.15 — Pronouns

          The masculine pronoun shall include the feminine and neuter, and the singular the plural, where the context so indicates.

     Section 1.16 — Secretary

          “Secretary” shall mean the Secretary of the Company.

     Section 1.17 — Securities Act

          “Securities Act” means the U.S. Securities Act of 1933, as amended and the rules and regulations promulgated thereunder.

     Section 1.18 — Shareholders Agreement

          “Shareholders Agreement” shall mean that certain Management Shareholders Agreement dated as of even date herewith by and between the Company, the Optionee and other shareholders of the Company.

     Section 1.19 — Subsidiary

          “Subsidiary” with respect to any entity shall mean any corporation in an unbroken chain of corporations beginning with such entity if each of the corporations, or group of commonly controlled corporations, other than the last corporation in the unbroken chain, then owns shares possessing 50% or more of the total combined voting power of all classes of equity in one of the other corporations in such chain.

     Section 1.20 — Time Option

          “Time Option” shall mean an Option with respect to which the commencement of exercisability is governed by Section 3.1(a) hereof.

     Section 1.21 — Vesting Reference Date

          “Vesting Reference Date” shall mean the date set forth on the signature page hereof.

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ARTICLE II
GRANT OF OPTIONS

     Section 2.1 — Grant of Options

          For good and valuable consideration, on and as of the date hereof the Company irrevocably grants to the Optionee a Time Option and/or a Performance Option to purchase any part or all of an aggregate of the number of Shares set forth with respect to each such Option on the signature page hereof upon the terms and conditions set forth in this Agreement.

     Section 2.2 — Exercise Price

          The per share exercise price of the Shares covered by the Option(s) shall be the amount set forth on the signature page hereof.

     Section 2.3 — Consideration to the Company

          In consideration of the granting of these Option(s) by the Company, the Optionee agrees to render faithful and efficient services to the Company or one of its Subsidiaries or Affiliates, with such duties and responsibilities as the Company shall from time to time prescribe. Nothing in this Agreement or in the Plan shall confer upon the Optionee any right to continue in the employ of the Company or any of its Subsidiaries or Affiliates or shall interfere with or restrict in any way the rights of the Company and its Subsidiaries and Affiliates, which are hereby expressly reserved, to terminate the employment of the Optionee at any time for any reason whatsoever, with or without Cause.

     Section 2.4 — Adjustments in Options

          Subject to Section 9 of the Plan, in the event that the outstanding Shares subject to an Option are, from time to time, changed into or exchanged for cash or a different number or kind of shares of the Company or other securities of the Company by reason of a merger, consolidation, recapitalization, reclassification, stock split, stock dividend, combination of shares, or otherwise, the Committee shall make an appropriate and equitable adjustment in the number and kind of shares or other consideration and the exercise price as to which such Option, or portions thereof then unexercised, shall be exercisable in order to prevent dilution or enlargement of the benefits intended to be made available with respect to any Option. Any such adjustment made by the Committee shall be final and binding upon the Optionee, the Company and all other interested persons.

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ARTICLE III

PERIOD OF EXERCISABILITY

     Section 3.1 — Commencement of Exercisability

          (a) The Time Option shall become exercisable with respect to 20% of the Shares subject to such Time Option on each anniversary of the Vesting Reference Date. Notwithstanding the foregoing, immediately prior to the consummation of a sale by the Company of the business unit that employs the Optionee, as determined by the Board in its sole discretion, to the extent not previously vested, the Time Option shall become exercisable with respect to 20% of the Shares subject to such Time Option.

          (b) On each Vesting Reference Date, the Performance Option shall become exercisable for an incremental percentage of the Shares subject to such Option equal to the product of 20% and the Achievement Ratio for the year ending on the immediately preceding Determination Date, provided that on each Determination Date in no event shall the total percentage of Shares subject to the Performance Option that are exercisable be greater than the product of (i) 20% and (ii) the number of Determination Dates (including such Determination Date) as have fallen from and after the Vesting Reference Date. For the avoidance of doubt, in the event that the Achievement Ratio is greater than 1.0 for any year, the Performance Option shall become exercisable for an incremental percentage of the Shares subject to such Option that did not become exercisable in any preceding year (commencing with immediately preceding year) as a result of the Achievement Ratio for any such preceding year being less than 1.0.

               For purposes of this Section 3.1 the “Achievement Ratio” for each fiscal year shall be defined in Exhibit A.

          (c) Notwithstanding the foregoing, no Option or portion thereof shall become exercisable as to any additional Shares following the termination of employment of the Optionee for any reason and any Option which is non-exercisable as of the Optionee’s termination of employment shall be immediately cancelled.

     Section 3.2 — Expiration of Options

               Except as otherwise provided in the Shareholders Agreement, the Options may not be exercised to any extent by anyone after the first to occur of the following events:

     (a) The tenth anniversary of the date hereof;

     (b) The first anniversary of the date of the Optionee’s termination of employment by reason of death or Permanent Disability;

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     (c) The first business day which is ninety calendar days after the termination of employment of the Optionee for any reason other than for Cause, death or Permanent Disability;

     (d) The date the Option is terminated pursuant to the Shareholders Agreement;

     (e) With respect to the Performance Option, the fifth anniversary of the Vesting Reference Date, to the extent not previously vested;

     (f) The opening of business on the date of an Optionee’s termination of employment by the Company for Cause;

     (g) If the Committee so determines pursuant to Section 9 of the Plan, the effective date of either the merger or consolidation of the Company into another Person, or the exchange or acquisition by another Person of all or substantially all of the Company’s assets or 80% or more of its then outstanding voting shares, or the recapitalization, reclassification, liquidation or dissolution of the Company. At least ten (10) days prior to the effective date of such merger, consolidation, exchange, acquisition, recapitalization, reclassification, liquidation or dissolution, the Committee shall give the Optionee notice of such event if the Option has then neither been fully exercised nor become unexercisable under this Section 3.2.

ARTICLE IV

EXERCISE OF OPTION

     Section 4.1 — Person Eligible to Exercise

          During the lifetime of the Optionee, only he may exercise an Option or any portion thereof. After the death of the Optionee, any exercisable portion of an Option may, prior to the time when an Option becomes unexercisable under Section 3.2, be exercised by his personal representative or by any person empowered to do so under the Optionee’s will or under the then applicable laws of descent and distribution.

     Section 4.2 — Partial Exercise

          Any exercisable portion of an Option or the entire Option, if then wholly exercisable, may be exercised in whole or in part at any time prior to the time when the Option or portion thereof becomes unexercisable under Section 3.2; provided, however, that any partial exercise shall be for whole Shares only.

     Section 4.3 - Notice of Intent to Exercise

          Until such time as the Option and the Shares to be acquired pursuant to the exercise of the Option are registered on a Form S-8 Registration Statement or any successor form thereto (or are otherwise registered pursuant to the Securities Act), no less than ten (10) business

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days prior to the date the Optionee, or other person then entitled to exercise, intends to exercise the Options or any portion thereof, the Optionee, or such other person, shall provide the Company notice in writing stating such intent.

     Section 4.4 — Manner of Exercise

          An Option, or any exercisable portion thereof, may be exercised solely by delivering to the Secretary or his office all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.2:

     (a) Notice in writing signed by the Optionee or the other person then entitled to exercise the Option or portion thereof, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Committee;

     (b) Full payment (in cash, by check or by a combination thereof or by such other means as may be approved by the Committee in its sole discretion) for the Shares with respect to which such Option or portion thereof is exercised;

     (c) A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Optionee or other person then entitled to exercise such Option or portion thereof, stating (i) that the Shares are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act, and then applicable rules and regulations thereunder, (ii) that, if applicable (as determined by the Company), the Optionee has received, read and understood the Company’s Rule 701 Disclosure Statement and (iii) that the Optionee or other person then entitled to exercise such Option or portion thereof will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the             shares by such person is contrary to the representation and agreement referred to above; provided, however, that the Committee may, in its absolute discretion, take whatever additional actions it deems appropriate to ensure the observance and performance of such representation and agreement and to effect compliance with the Securities Act, any other U.S. federal or state securities laws or regulations and any other applicable laws or regulations;

     (d) Full payment to the Company (in cash, by check or by a combination thereof) of all amounts which, under federal, state or local law, it is required to withhold upon exercise of the Option; and

     (e) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the Option.

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Notwithstanding the foregoing, upon Optionee’s termination of employment by the Company without Cause, by the Optionee for Good Reason or as a Permitted Retirement, or by reason of death or Permanent Disability, in satisfaction of the payments required by Sections 4.4(b) and (d) above, Optionee may execute a cashless exercise, net of such payments, pursuant to a formal program adopted by the Company in connection with the Plan provided that such a cashless exercise would not, as determined by the Committee in its sole discretion, (i) cause the Company or its Subsidiaries to breach any debt agreement to which the Company or any of its Subsidiaries is a party, (ii) result in a violation under Section 409A of the Code or the regulations promulgated thereunder, (iii) be otherwise prohibited by the Code or the regulations promulgated thereunder or (iv) result in negative accounting treatment under Generally Accepted Accounting Principles (“GAAP”).

Without limiting the generality of this Section 4.4, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on exercise of an Option does not violate the Securities Act, and may issue stop-transfer orders covering such Shares. Share certificates evidencing Shares issued on exercise of this Option shall bear an appropriate legend referring to the provisions of subsection (c) above and the agreements herein. The written representation and agreement referred to in subsection (c) above shall, however, not be required if the Shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such Shares.

     Section 4.5 — Conditions to Issuance of Certificates

          The Shares deliverable upon the exercise of an Option, or any portion thereof, may be either previously authorized but unissued Shares or, subject to applicable laws, issued Shares which have then been reacquired by the Company. Such Shares shall be fully paid and nonassessable. The Company shall not be required to issue or deliver any certificate or certificates for Shares purchased upon the exercise of an Option or portion thereof prior to fulfillment of all of the following conditions:

     (a) The obtaining of approval or other clearance from any governmental agency which the Committee shall, in its absolute discretion, determine to be necessary or advisable; and

     (b) The lapse of such reasonable period of time following the exercise of the Option as the Committee may from time to time establish for reasons of administrative convenience; provided, however, that no delay in the issuance of any certificate to be issued hereunder shall operate to prejudice or impair the Optionee’s rights to participate in a corporate transaction providing for the disposition of Shares or to exercise his rights under the Shareholders Agreement.

     Section 4.6 — Rights as Shareholder

          The holder of an Option shall not be, nor have any of the rights or privileges of, a shareholder of the Company in respect of any Shares purchasable upon the exercise of the

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Option or any portion thereof unless and until certificates representing such Shares shall have been issued by the Company to such holder.

     Section 4.7 Covenant Regarding 83(b) Election

          The Optionee hereby covenants and agrees that, unless otherwise determined by the Company, Optionee will make an election pursuant to Treasury Regulation 1.83-2 with respect to the Shares to be acquired upon each exercise of the Optionee’s Options by filing with the Internal Revenue Service such election substantially in the form attached hereto as Exhibit B; and the Optionee further covenants and agrees that he will furnish the Company with copies of the forms of election the Optionee files within 30 days after each exercise of the Optionee’s Options and with evidence that each such election has been filed in a timely manner.

ARTICLE V

MISCELLANEOUS

     Section 5.1 — Administration

          The Committee shall have the power to interpret the Plan and this Agreement and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewith and to interpret or revoke any such rules. All actions taken and all interpretations and determinations made by the Committee shall be final and binding upon the Optionee, the Company and all other interested persons. No member of the Committee shall be personally liable for any action, determination or interpretation made in good faith with respect to the Plan or the Options. In its absolute discretion, the Board of Directors may at any time and from time to time exercise any and all rights and duties of the Committee under the Plan and this Agreement.

     Section 5.2 — Options Not Transferable

          Neither the Options nor any interest or right therein or part thereof shall be liable for the debts, contracts or engagements of the Optionee or his successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect; provided, however, that this Section 5.2 shall not prevent transfers by will or by the applicable laws of descent and distribution.

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     Section 5.3 — Shares to Be Reserved

          The Company shall at all times during the term of the Options reserve and keep available such number of Shares as will be sufficient to satisfy the requirements of this Agreement.

     Section 5.4 — Notices

          Any notice to be given under the terms of this Agreement to the Company shall be addressed to the Company in care of its Secretary, and any notice to be given to the Optionee shall be addressed to him at his most recent address as reflected in the Company’s records. By a notice given pursuant to this Section 5.4, either party may hereafter designate a different address for notices to be given to him or it. Any notice which is required to be given to the Optionee shall, if the Optionee is then deceased, be given to the Optionee’s personal representative if such representative has previously informed the Company of his status and address by written notice under this Section 5.4. Any notice shall have been deemed duly given when enclosed in a properly sealed envelope or wrapper addressed as aforesaid, and delivered by hand (whether by courier or otherwise) or sent by registered or certified mail, return receipt requested (with postage prepaid).

     Section 5.5 — Titles

          Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of this Agreement.

     Section 5.6 — Applicability of Plan and Shareholders Agreement

          The Options and the Shares issued to the Optionee upon exercise of the Options shall be subject to all of the terms and provisions of the Plan and the Shareholders Agreement, to the extent applicable to the Options and such Shares. In the event of any conflict between this Agreement and the Plan, the terms of the Plan shall control. In the event of any conflict between this Agreement or the Plan and the Shareholders Agreement, the terms of the Shareholders Agreement shall control.

     Section 5.7 — Amendment

          This Agreement may be amended only by a writing executed by the parties hereto, which specifically states that it is amending this Agreement.

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     Section 5.8 — Jurisdiction

          Any suit, action or proceeding against the Optionee with respect to this Agreement, or any judgment entered by any court in respect of any thereof, may be brought in any court of competent jurisdiction in the State of California, and the Optionee hereby submits to the exclusive jurisdiction of such courts for the purpose of any such suit, action, proceeding or judgment. The Optionee hereby irrevocably waives any objections which he may now or hereafter have to the laying of the venue of any suit, action or proceeding arising out of or relating to this Agreement brought in any court of competent jurisdiction in the State of California, and hereby further irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in any inconvenient forum. No suit, action or proceeding against the Company with respect to this Agreement may be brought in any court, domestic or foreign, or before any similar domestic or foreign authority other than in a court of competent jurisdiction in the State of California, and the Optionee hereby irrevocably waives any right which he may otherwise have had to bring such an action in any other court, domestic or foreign, or before any similar domestic or foreign authority. The Company hereby submits to the jurisdiction of such courts for the purpose of any such suit, action or proceeding.

     Section 5.9 — Employee Representation and Acknowledgement

          By signing this Agreement, the Optionee hereby represents, acknowledges and confirms that the Optionee has read this Agreement carefully and completely and understands each of the terms hereof.

(Signature Page Follows)

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          IN WITNESS WHEREOF, this Non-Qualified Share Option Agreement has been executed and delivered by the parties hereto as of the date first written above.

«NAME», OPTIONEE	COMPANY
	By
Signature	Its
Optionee’s Address
Optionee’s Tax Identification Number
Optionee’s Passport Number

Aggregate number of Shares subject to Time Option: «Time_Options»

Aggregate number of Shares subject to Performance Option: «Performance_Options»

Per share exercise price: «Exercise_Price»

Grant Date: «Grant_Date»

Vesting Reference Date: «Vesting_Reference_Date»

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EX-10.22 60 f23597orexv10w22.htm EXHIBIT 10.22

Exhibit-10.22

Executives — New and Co-Invest Options — Singapore

NON-QUALIFIED SHARE OPTION AGREEMENT
UNDER THE EQUITY INCENTIVE PLAN
FOR EXECUTIVE EMPLOYEES OF
AVAGO TECHNOLOGIES LIMITED AND SUBSIDIARIES

          This Non-Qualified Share Option Agreement (this “Agreement”), is entered into as of by «Grant Date» and between Avago Technologies Limited, a company organized under the laws of Singapore, hereinafter referred to as the “Company,” and «Name», an employee of the Company or a Subsidiary (as defined below) or Affiliate (as defined below) of the Company, hereinafter referred to as “Optionee.”

          WHEREAS, the Company wishes to afford the Optionee the opportunity to purchase ordinary shares of the Company (“Shares”);

          WHEREAS, the Company wishes to carry out the Plan (as defined below), the terms of which are hereby incorporated by reference and made a part of this Agreement; and

          WHEREAS, the Committee (as defined below) appointed to administer the Plan has determined that it would be to the advantage and best interest of the Company and its shareholders to grant the Non-Qualified Share Option(s) provided for herein to the Optionee as an incentive for increased efforts during his term of employment with the Company or its Subsidiaries or Affiliates, and has advised the Company thereof and instructed the undersigned officers to issue said Options;

          NOW, THEREFORE, in consideration of the mutual covenants herein contained and other good and valuable consideration, receipt of which is hereby acknowledged, the parties hereto do hereby agree as follows:

ARTICLE I

DEFINITIONS

          Whenever the following terms are used in this Agreement, they shall have the meaning specified in the Plan or below unless the context clearly indicates to the contrary.

     Section 1.1 — Affiliate

          “Affiliate” shall mean (a) with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with, such Person, and (b) with respect to the Company, also any entity designated by the Board of Directors in which the Company or one of its Affiliates has an interest, and (c) Kohlberg Kravis Roberts & Co., L.P. (“KKR”), Silver Lake Partners LLC (“SLP”) and any Affiliate of any partner of KKR or SLP. For purposes of this Agreement, “Person” means an individual, partnership, corporation, business trust, joint stock company, trust, unincorporated association, joint venture,

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1

governmental authority or other entity of whatever nature, and “control” shall have the meaning given such term under Rule 405 of the Securities Act.

     Section 1.2 — Board of Directors

          “Board of Directors” shall mean the Board of Directors of the Company.

     Section 1.3 — Cause

          “Cause” shall mean (i) the Optionee’s willful refusal to perform in any material respect his lawful duties or responsibilities for the Company or its Subsidiaries or willful disregard in any material respect of any financial or other budgetary limitations established in good faith by the Board of Directors or the board of directors of any Subsidiary; or (ii) the engaging by the Optionee in conduct that causes material and demonstrable injury, monetarily or otherwise, to the Company or any of its Subsidiaries, including, but not limited to, misappropriation or conversion of assets of the Company or its Subsidiaries (other than non-material assets); or (iii) conviction of or entry of a plea of nolo contendere to a non-vehicular felony. No act or failure to act by the Optionee shall be deemed “willful” if done, or omitted to be done, by him in good faith and with the reasonable belief that his action or omission was in the best interest of the Company or its Subsidiaries or consistent with Company policies or the directive of the Board of Directors.

     Section 1.4 — Code

          “Code” shall mean the U.S. Internal Revenue Code of 1986, as amended.

     Section 1.5 — Committee

          “Committee” shall mean the Board of Directors or, if administration of the Plan is delegated by the Board of Directors to it, the Compensation Committee of the Board of Directors or any other committee of the Board of Directors designated by the Board of Directors to administer the Plan.

     Section 1.6 — Determination Date

          “Determination Date” means the October 31 immediately following the Vesting Reference Date and each of the next four anniversaries thereof.

     Section 1.7 — “Good Reason”

          “Good Reason” means i) a reduction in Optionee’s base salary (other than as part of a broad salary reduction program instituted because the Company or the Subsidiary by which Optionee is employed is in financial distress), (ii) a substantial reduction in Optionee’s duties and responsibilities, (iii) the elimination or reduction of Optionee’s eligibility to participate in the Company’s benefit programs that is inconsistent with the eligibility of similarly situated

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2

employees of the Company to participate therein, (iv) the Company informs the Optionee of its intention to transfer of the Optionee’s primary workplace to a location that is more than 25 miles from the Optionee’s workplace at the time of the Vesting Reference Date, and (v) any serious chronic mental or physical illness of a member of the Optionee’s family that requires Optionee to terminate his or her employment because of a substantial interference with his or her duties at the Company, provided that at the Company’s request Optionee shall provide the Company with a written physician’s statement confirming the existence of such mental or physical illness.

     Section 1.8 — Options

          “Options” shall mean the Non-Qualified Share Options, which may include a Time Option and/or a Performance Option, to purchase Shares granted under this Agreement.

     Section 1.9 — Partnerships

          “Partnerships” shall mean KKR and SLP.

     Section 1.10 — Performance Option

          “Performance Option” shall mean an Option with respect to which the commencement of exercisability is governed by Section 3.1(b) hereof.

     Section 1.11 — Permanent Disability

          The Optionee shall be deemed to have a “Permanent Disability” if the Optionee is unable to engage in the activities required by his employment by reason of any medically determined physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than 12 months, as reasonably determined by the Board of Directors in good faith and in its discretion.

     Section 1.12 — Permitted Retirement

          “Permitted Retirement” shall mean retirement at age 55 or over (or such other age as may be approved by the Board of Directors) after at least fifteen years of continuous employment with the Company or one of its Subsidiaries or Affiliates. For the purposes of the preceding sentence, employment with a Predecessor shall be deemed to be employment with the Company.

     Section 1.13 — Plan

          “Plan” shall mean the Equity Incentive Plan for Executive Employees of Avago Technologies Limited and Subsidiaries, as the same may be amended from time to time.

     Section 1.14 — Predecessor

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3

          “Predecessor” shall mean the Hewlett-Packard Company, Agilent Technologies, Inc. or any of their Subsidiaries or Affiliates.

     Section 1.15 — Pronouns

          The masculine pronoun shall include the feminine and neuter, and the singular the plural, where the context so indicates.

     Section 1.16 — Secretary

          “Secretary” shall mean the Secretary of the Company.

     Section 1.17 — Securities Act

          “Securities Act” means the U.S. Securities Act of 1933, as amended and the rules and regulations promulgated thereunder.

     Section 1.18 — Shareholder’s Agreement

          “Shareholder’s Agreement” shall mean that certain Management Shareholder’s Agreement dated as of even date herewith by and between the Company, the Optionee and other shareholders of the Company.

     Section 1.19 — Subsidiary

          “Subsidiary” with respect to any entity shall mean any corporation in an unbroken chain of corporations beginning with such entity if each of the corporations, or group of commonly controlled corporations, other than the last corporation in the unbroken chain, then owns shares possessing 50% or more of the total combined voting power of all classes of equity in one of the other corporations in such chain.

     Section 1.20 — Time Option

          “Time Option” shall mean an Option with respect to which the commencement of exercisability is governed by Section 3.1(a) hereof.

     Section 1.21 — U.S. Person

          “U.S. Person” has the meaning accorded to it in Rule 902(k) of the Securities Act, and currently includes the following:

          (a) Any natural person resident in the United States;

          (b) Any partnership or corporation organized or incorporated under the laws of the United States;

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4

          (c) Any estate of which any executor or administrator is a U.S. Person;

          (d) Any trust of which any trustee is a U.S. Person;

          (e) Any agency or branch of a foreign entity located in the United States;

          (f) Any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a U.S. Person;

          (g) Any discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated, or (if an individual) resident in the United States; and

          (h) Any partnership or corporation if:

     (i) Organized or incorporated under the laws of any foreign jurisdiction; and

     (ii) Formed by a U.S. Person principally for the purpose of investing in securities not registered under the Securities Act, unless it is organized or incorporated, and owned, by accredited investors (as defined in Rule 501(a) under the Securities Act of 1933, as amended) who are not natural persons, estates or trusts.

     Section 1.22 — Vesting Reference Date

          “Vesting Reference Date” shall mean the date set forth on the signature page hereof.

ARTICLE II
GRANT OF OPTIONS

     Section 2.1 — Grant of Options

          For good and valuable consideration, on and as of the date hereof the Company irrevocably grants to the Optionee a Time Option and/or a Performance Option to purchase any part or all of an aggregate of the number of Shares set forth with respect to each such Option on the signature page hereof upon the terms and conditions set forth in this Agreement.

     Section 2.2 — Exercise Price

          The per share exercise price of the Shares covered by the Option(s) shall be the amount set forth on the signature page hereof.

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     Section 2.3 — Consideration to the Company

          In consideration of the granting of these Option(s) by the Company, the Optionee agrees to render faithful and efficient services to the Company or one of its Subsidiaries or Affiliates, with such duties and responsibilities as the Company shall from time to time prescribe. Nothing in this Agreement or in the Plan shall confer upon the Optionee any right to continue in the employ of the Company or any of its Subsidiaries or Affiliates or shall interfere with or restrict in any way the rights of the Company and its Subsidiaries and Affiliates, which are hereby expressly reserved, to terminate the employment of the Optionee at any time for any reason whatsoever, with or without Cause.

     Section 2.4 — Adjustments in Options

          Subject to Section 9 of the Plan, in the event that the outstanding Shares subject to an Option are, from time to time, changed into or exchanged for cash or a different number or kind of shares of the Company or other securities of the Company by reason of a merger, consolidation, recapitalization, reclassification, stock split, stock dividend, combination of shares, or otherwise, the Committee shall make an appropriate and equitable adjustment in the number and kind of shares or other consideration and the exercise price as to which such Option, or portions thereof then unexercised, shall be exercisable in order to prevent dilution or enlargement of the benefits intended to be made available with respect to any Option. Any such adjustment made by the Committee shall be final and binding upon the Optionee, the Company and all other interested persons.

ARTICLE III

PERIOD OF EXERCISABILITY

     Section 3.1 — Commencement of Exercisability

          (a) The Time Option shall become exercisable with respect to 20% of the Shares subject to such Time Option on each anniversary of the Vesting Reference Date. Notwithstanding the foregoing, immediately prior to the consummation of a sale by the Company of the business unit that employs the Optionee, as determined by the Board in its sole discretion, to the extent not previously vested, the Time Option shall become exercisable with respect to 20% of the Shares subject to such Time Option.

          (b) On each Vesting Reference Date, the Performance Option shall become exercisable for an incremental percentage of the Shares subject to such Option equal to the product of 20% and the Achievement Ratio for the year ending on the immediately preceding Determination Date, provided that on each Determination Date in no event shall the total percentage of Shares subject to the Performance Option that are exercisable be greater than the product of (i) 20% and (ii) the number of Determination Dates (including such Determination

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Date) as have fallen from and after the Vesting Reference Date. For the avoidance of doubt, in the event that the Achievement Ratio is greater than 1.0 for any year, the Performance Option shall become exercisable for an incremental percentage of the Shares subject to such Option that did not become exercisable in any preceding year (commencing with immediately preceding year) as a result of the Achievement Ratio for any such preceding year being less than 1.0.

          For purposes of this Section 3.1 the “Achievement Ratio” for each fiscal year shall be defined in Exhibit A.

          (c) Notwithstanding the foregoing, no Option or portion thereof shall become exercisable as to any additional Shares following the termination of employment of the Optionee for any reason and any Option which is non-exercisable as of the Optionee’s termination of employment shall be immediately cancelled.

     Section 3.2 — Expiration of Options

          Except as otherwise provided in the Shareholder’s Agreement, the Options may not be exercised to any extent by anyone after the first to occur of the following events:

     (a) In the case of an Option granted to an Employee, the tenth anniversary of the date hereof, and in the case of an Option granted to a service provider other than an Employee, the fifth anniversary of the date hereof;

     (b) The first anniversary of the date of the Optionee’s termination of employment by reason of death or Permanent Disability;

     (c) The first business day which is ninety calendar days after the termination of employment of the Optionee for any reason other than for Cause, death or Permanent Disability;

     (d) The date the Option is terminated pursuant to the Shareholder’s Agreement;

     (e) With respect to the Performance Option, the fifth anniversary of the Vesting Reference Date, to the extent not previously vested;

     (f) The opening of business on the date of an Optionee’s termination of employment by the Company for Cause;

     (g) If the Committee so determines pursuant to Section 9 of the Plan, the effective date of either the merger or consolidation of the Company into another Person, or the exchange or acquisition by another Person of all or substantially all of the Company’s assets or 80% or more of its then outstanding voting shares, or the recapitalization, reclassification, liquidation or dissolution of the Company. At least ten (10) days prior to the effective date of such merger, consolidation, exchange, acquisition, recapitalization, reclassification, liquidation or dissolution, the Committee shall give the

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Optionee notice of such event if the Option has then neither been fully exercised nor become unexercisable under this Section 3.2.

ARTICLE IV

EXERCISE OF OPTION

     Section 4.1 — Person Eligible to Exercise

          During the lifetime of the Optionee, only he may exercise an Option or any portion thereof. After the death of the Optionee, any exercisable portion of an Option may, prior to the time when an Option becomes unexercisable under Section 3.2, be exercised by his personal representative or by any person empowered to do so under the Optionee’s will or under the then applicable laws of descent and distribution.

     Section 4.2 — Partial Exercise

          Any exercisable portion of an Option or the entire Option, if then wholly exercisable, may be exercised in whole or in part at any time prior to the time when the Option or portion thereof becomes unexercisable under Section 3.2; provided, however, that any partial exercise shall be for whole Shares only.

     Section 4.3 — Manner of Exercise

          An Option, or any exercisable portion thereof, may be exercised solely by delivering to the Secretary or his office all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.2:

     (a) Notice in writing signed by the Optionee or the other person then entitled to exercise the Option or portion thereof, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Committee;

     (b) Full payment (in cash, by check or by a combination thereof or by such other means as may be approved by the Committee in its sole discretion) for the Shares with respect to which such Option or portion thereof is exercised;

     (c) A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Optionee or other person then entitled to exercise such Option or portion thereof, stating (i) that the Shares are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act, and then applicable rules and regulations thereunder, (ii) that the Optionee or other person then entitled to exercise such Option or portion thereof has not been a U.S. Person from the date such person was granted or otherwise transferred the Option through the date of

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8

exercise of the Option or portion thereof and (iii) that the Optionee or other person then entitled to exercise such Option or portion thereof will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above; provided, however, that the Committee may, in its absolute discretion, take whatever additional actions it deems appropriate to ensure the observance and performance of such representation and agreement and to effect compliance with the Securities Act, any other U.S. federal or state securities laws or regulations and any other applicable laws or regulations;

     (d) Full payment to the Company (in cash, by check or by a combination thereof) of all amounts which, under federal, state or local law, it is required to withhold upon exercise of the Option; and

     (e) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the Option.

Notwithstanding the foregoing, upon Optionee’s termination of employment by the Company without Cause, by the Optionee for Good Reason or as a Permitted Retirement, or by reason of death or Permanent Disability, in satisfaction of the payments required by Sections 4.3(b) and (d) above, Optionee may execute a cashless exercise, net of such payments, pursuant to a formal program adopted by the Company in connection with the Plan provided that such a cashless exercise would not, as determined by the Committee in its sole discretion, (i) cause the Company or its Subsidiaries to breach any debt agreement to which the Company or any of its Subsidiaries is a party, (ii) result in a violation under Section 409A of the Code or the regulations promulgated thereunder, (iii) be otherwise prohibited by the Code or the regulations promulgated thereunder or (iv) result in negative accounting treatment under Generally Accepted Accounting Principles (“GAAP”).

Without limiting the generality of this Section 4.3, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on exercise of an Option does not violate the Securities Act, and may issue stop-transfer orders covering such Shares. Share certificates evidencing Shares issued on exercise of this Option shall bear an appropriate legend referring to the provisions of subsection (c) above and the agreements herein. The written representation and agreement referred to in subsection (c) above shall, however, not be required if the Shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such Shares.

     Section 4.4 — Conditions to Issuance of Certificates

          The Shares deliverable upon the exercise of an Option, or any portion thereof, may be either previously authorized but unissued Shares or, subject to applicable laws, issued Shares which have then been reacquired by the Company. Such Shares shall be fully paid and nonassessable. The Company shall not be required to issue or deliver any certificate or

«Name» — Stock Option Agreement

9

certificates for Shares purchased upon the exercise of an Option or portion thereof prior to fulfillment of all of the following conditions:

     (a) The obtaining of approval or other clearance from any governmental agency which the Committee shall, in its absolute discretion, determine to be necessary or advisable; and

     (b) The lapse of such reasonable period of time following the exercise of the Option as the Committee may from time to time establish for reasons of administrative convenience; provided, however, that no delay in the issuance of any certificate to be issued hereunder shall operate to prejudice or impair the Optionee’s rights to participate in a corporate transaction providing for the disposition of Shares or to exercise his rights under the Shareholder’s Agreement.

     Section 4.5 — Rights as Shareholder

          The holder of an Option shall not be, nor have any of the rights or privileges of, a shareholder of the Company in respect of any Shares purchasable upon the exercise of the Option or any portion thereof unless and until certificates representing such Shares shall have been issued by the Company to such holder.

ARTICLE V

MISCELLANEOUS

     Section 5.1 — Administration

          The Committee shall have the power to interpret the Plan and this Agreement and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewith and to interpret or revoke any such rules. All actions taken and all interpretations and determinations made by the Committee shall be final and binding upon the Optionee, the Company and all other interested persons. No member of the Committee shall be personally liable for any action, determination or interpretation made in good faith with respect to the Plan or the Options. In its absolute discretion, the Board of Directors may at any time and from time to time exercise any and all rights and duties of the Committee under the Plan and this Agreement.

«Name» — Stock Option Agreement

10

     Section 5.2 — Options Not Transferable

          Neither the Options nor any interest or right therein or part thereof shall be liable for the debts, contracts or engagements of the Optionee or his successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect; provided, however, that this Section 5.2 shall not prevent transfers by will or by the applicable laws of descent and distribution.

     Section 5.3 — Shares to Be Reserved

          The Company shall at all times during the term of the Options reserve and keep available such number of Shares as will be sufficient to satisfy the requirements of this Agreement.

     Section 5.4 — Notices

          Any notice to be given under the terms of this Agreement to the Company shall be addressed to the Company in care of its Secretary, and any notice to be given to the Optionee shall be addressed to him at his most recent address as reflected in the Company’s records. By a notice given pursuant to this Section 5.4, either party may hereafter designate a different address for notices to be given to him or it. Any notice which is required to be given to the Optionee shall, if the Optionee is then deceased, be given to the Optionee’s personal representative if such representative has previously informed the Company of his status and address by written notice under this Section 5.4. Any notice shall have been deemed duly given when enclosed in a properly sealed envelope or wrapper addressed as aforesaid, and delivered by hand (whether by courier or otherwise) or sent by registered or certified mail, return receipt requested (with postage prepaid).

     Section 5.5 — Titles

          Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of this Agreement.

     Section 5.6 — Applicability of Plan and Shareholder’s Agreement

          The Options and the Shares issued to the Optionee upon exercise of the Options shall be subject to all of the terms and provisions of the Plan and the Shareholder’s Agreement, to the extent applicable to the Options and such Shares. In the event of any conflict between this Agreement and the Plan, the terms of the Plan shall control. In the event of any conflict between this Agreement or the Plan and the Shareholder’s Agreement, the terms of the Shareholder’s Agreement shall control.

«Name» — Stock Option Agreement

11

     Section 5.7 — Amendment

          This Agreement may be amended only by a writing executed by the parties hereto, which specifically states that it is amending this Agreement.

     Section 5.8 — Jurisdiction

          Any suit, action or proceeding against the Optionee with respect to this Agreement, or any judgment entered by any court in respect of any thereof, may be brought in any court of competent jurisdiction in the State of California, and the Optionee hereby submits to the exclusive jurisdiction of such courts for the purpose of any such suit, action, proceeding or judgment. The Optionee hereby irrevocably waives any objections which he may now or hereafter have to the laying of the venue of any suit, action or proceeding arising out of or relating to this Agreement brought in any court of competent jurisdiction in the State of California, and hereby further irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in any inconvenient forum. No suit, action or proceeding against the Company with respect to this Agreement may be brought in any court, domestic or foreign, or before any similar domestic or foreign authority other than in a court of competent jurisdiction in the State of California, and the Optionee hereby irrevocably waives any right which he may otherwise have had to bring such an action in any other court, domestic or foreign, or before any similar domestic or foreign authority. The Company hereby submits to the jurisdiction of such courts for the purpose of any such suit, action or proceeding.

     Section 5.9 — — Employee Representation and Acknowledgement

          By signing this Agreement, the Optionee hereby represents, acknowledges and confirms that the Optionee has read this Agreement carefully and completely and understands each of the terms hereof.

          By signing this Agreement, the Optionee also hereby represents that the Optionee is not a U.S. Person as of the date hereof.

(Signature Page Follows)

«Name» — Stock Option Agreement

12

     IN WITNESS WHEREOF, this Non-Qualified Share Option Agreement has been executed and delivered by the parties hereto as of the date first written above.

«NAME», OPTIONEE	COMPANY
	By
Signature	Its
Optionee’s Address
Optionee’s Tax Identification Number
Optionee’s Passport Number

Aggregate number of Shares subject to Time Option: «Time_Options»

Aggregate number of Shares subject to Performance Option: «Performance_Options»

Per share exercise price: «Exercise_Price»

Grant Date: «Grant_Date»

Vesting Reference Date: «Vesting_Reference_Date»

«Name» — Stock Option Agreement

13

EX-10.23 61 f23597orexv10w23.htm EXHIBIT 10.23

Exhibit-10.23

U.S. Executives — Rollover Options

NON-QUALIFIED SHARE OPTION AGREEMENT
UNDER THE EQUITY INCENTIVE PLAN
FOR EXECUTIVE EMPLOYEES OF
AVAGO TECHNOLOGIES LIMITED AND SUBSIDIARIES

          This Non-Qualified Share Option Agreement (this “Agreement”), is entered into as of December 1, 2005 by and between Avago Technologies Limited, a company organized under the laws of Singapore, hereinafter referred to as the “Company,” and «Name», an employee of the Company or a Subsidiary (as defined below) or Affiliate (as defined below) of the Company, hereinafter referred to as “Optionee.”

          WHEREAS, the Company wishes to afford the Optionee the opportunity to purchase ordinary shares of the Company (“Shares”);

          WHEREAS, the Company wishes to carry out the Plan (as defined below), the terms of which are hereby incorporated by reference and made a part of this Agreement; and

          WHEREAS, the Committee (as defined below) appointed to administer the Plan has determined that it would be to the advantage and best interest of the Company and its shareholders to grant the Non-Qualified Share Option(s) provided for herein to the Optionee as an incentive for increased efforts during his term of employment with the Company or its Subsidiaries or Affiliates, and has advised the Company thereof and instructed the undersigned officers to issue said Options;

          NOW, THEREFORE, in consideration of the mutual covenants herein contained and other good and valuable consideration, receipt of which is hereby acknowledged, the parties hereto do hereby agree as follows:

ARTICLE I

DEFINITIONS

          Whenever the following terms are used in this Agreement, they shall have the meaning specified in the Plan or below unless the context clearly indicates to the contrary.

     Section 1.1 — Affiliate

          “Affiliate” shall mean (a) with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with, such Person, and (b) with respect to the Company, also any entity designated by the Board of Directors in which the Company or one of its Affiliates has an interest, and (c) Kohlberg Kravis Roberts & Co., L.P. (“KKR”), Silver Lake Partners LLC (“SLP”) and any Affiliate of any partner of KKR or SLP.

«Name» — Rollover Stock Option Agreement

1

For purposes of this Agreement, “Person” means an individual, partnership, corporation, business trust, joint stock company, trust, unincorporated association, joint venture, governmental authority or other entity of whatever nature, and “control” shall have the meaning given such term under Rule 405 of the Securities Act.

     Section 1.2 — Board of Directors

          “Board of Directors” shall mean the Board of Directors of the Company.

     Section 1.3 — Cause

          “Cause” shall mean (i) the Optionee’s willful refusal to perform in any material respect his lawful duties or responsibilities for the Company or its Subsidiaries or willful disregard in any material respect of any financial or other budgetary limitations established in good faith by the Board of Directors or the board of directors of any Subsidiary; or (ii) the engaging by the Optionee in conduct that causes material and demonstrable injury, monetarily or otherwise, to the Company or any of its Subsidiaries, including, but not limited to, misappropriation or conversion of assets of the Company or its Subsidiaries (other than non-material assets); or (iii) conviction of or entry of a plea of nolo contendere to a non-vehicular felony. No act or failure to act by the Optionee shall be deemed “willful” if done, or omitted to be done, by him in good faith and with the reasonable belief that his action or omission was in the best interest of the Company or its Subsidiaries or consistent with Company policies or the directive of the Board of Directors.

     Section 1.4 — Code

          “Code” shall mean the U.S. Internal Revenue Code of 1986, as amended.

     Section 1.5 — Committee

          “Committee” shall mean the Board of Directors or, if administration of the Plan is delegated by the Board of Directors to it, the Compensation Committee of the Board of Directors or any other committee of the Board of Directors designated by the Board of Directors to administer the Plan.

     Section 1.6 — Options

          “Options” shall mean the Non-Qualified Share Options to purchase Shares granted under this Agreement.

     Section 1.7 — Partnerships

          “Partnerships” shall mean KKR and SLP.

«Name» — Rollover Stock Option Agreement

2

     Section 1.8 — Permanent Disability

          The Optionee shall be deemed to have a “Permanent Disability” if the Optionee is unable to engage in the activities required by his employment by reason of any medically determined physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than 12 months, as reasonably determined by the Board of Directors in good faith and in its discretion.

     Section 1.9 — Plan

          “Plan” shall mean the Equity Incentive Plan for Executive Employees of Avago Technologies Limited and Subsidiaries, as the same may be amended from time to time.

     Section 1.10 — Pronouns

          The masculine pronoun shall include the feminine and neuter, and the singular the plural, where the context so indicates.

     Section 1.11 — Secretary

          “Secretary” shall mean the Secretary of the Company.

     Section 1.12 — Securities Act

          “Securities Act” means the U.S. Securities Act of 1933, as amended and the rules and regulations promulgated thereunder.

     Section 1.13 — Shareholder’s Agreement

          “Shareholder’s Agreement” shall mean that certain Management Shareholder’s Agreement dated as of even date herewith by and between the Company, the Optionee and other shareholders of the Company.

     Section 1.14 — Subsidiary

          “Subsidiary” with respect to any entity shall mean any corporation in an unbroken chain of corporations beginning with such entity if each of the corporations, or group of commonly controlled corporations, other than the last corporation in the unbroken chain, then owns shares possessing 50% or more of the total combined voting power of all classes of equity in one of the other corporations in such chain.

«Name» — Rollover Stock Option Agreement

3

ARTICLE II
GRANT OF OPTIONS

     Section 2.1 — Grant of Options

          For good and valuable consideration, on and as of the date hereof the Company irrevocably grants to the Optionee an Option to purchase any part or all of an aggregate of the number of Shares set forth with respect to each such Option on the signature page hereof upon the terms and conditions set forth in this Agreement.

     Section 2.2 — Exercise Price

          The per share exercise price of the Shares covered by the Option(s) shall be $[___].

     Section 2.3 — Consideration to the Company

          In consideration of the granting of these Option(s) by the Company, the Optionee agrees to render faithful and efficient services to the Company or one of its Subsidiaries or Affiliates, with such duties and responsibilities as the Company shall from time to time prescribe. Nothing in this Agreement or in the Plan shall confer upon the Optionee any right to continue in the employ of the Company or any of its Subsidiaries or Affiliates or shall interfere with or restrict in any way the rights of the Company and its Subsidiaries and Affiliates, which are hereby expressly reserved, to terminate the employment of the Optionee at any time for any reason whatsoever, with or without Cause.

     Section 2.4 — Adjustments in Options

          Subject to Section 9 of the Plan, in the event that the outstanding Shares subject to an Option are, from time to time, changed into or exchanged for cash or a different number or kind of shares of the Company or other securities of the Company by reason of a merger, consolidation, recapitalization, reclassification, stock split, stock dividend, combination of shares, or otherwise, the Committee shall make an appropriate and equitable adjustment in the number and kind of shares or other consideration and the exercise price as to which such Option, or portions thereof then unexercised, shall be exercisable in order to prevent dilution or enlargement of the benefits intended to be made available with respect to any Option. Any such adjustment made by the Committee shall be final and binding upon the Optionee, the Company and all other interested persons.

«Name» — Rollover Stock Option Agreement

4

ARTICLE III

PERIOD OF EXERCISABILITY

     Section 3.1 — Commencement of Exercisability

          Subject to Section 3.2 of this Agreement, the Options shall be fully exercisable as of the date hereof.

     Section 3.2 — Expiration of Options

          Except as otherwise provided in the Shareholder’s Agreement, the Options may not be exercised to any extent by anyone after the first to occur of the following events:

     (a) The expiration date for the Option(s) indicated on Exhibit A;

     (b) The first anniversary of the date of the Optionee’s termination of employment by reason of death or Permanent Disability;

     (c) The first business day which is ninety calendar days after the termination of employment of the Optionee for any reason other than for Cause, death or Permanent Disability;

     (d) The date the Option is terminated pursuant to the Shareholder’s Agreement;

     (e) The opening of business on the date of an Optionee’s termination of employment by the Company for Cause; or

     (f) If the Committee so determines pursuant to Section 9 of the Plan, the effective date of either the merger or consolidation of the Company into another Person, or the exchange or acquisition by another Person of all or substantially all of the Company’s assets or 80% or more of its then outstanding voting shares, or the recapitalization, reclassification, liquidation or dissolution of the Company. At least ten (10) days prior to the effective date of such merger, consolidation, exchange, acquisition, recapitalization, reclassification, liquidation or dissolution, the Committee shall give the Optionee notice of such event if the Option has then neither been fully exercised nor become unexercisable under this Section 3.2.

«Name» — Rollover Stock Option Agreement

5

ARTICLE IV

EXERCISE OF OPTION

     Section 4.1 — Person Eligible to Exercise

          During the lifetime of the Optionee, only he may exercise an Option or any portion thereof. After the death of the Optionee, any exercisable portion of an Option may, prior to the time when an Option becomes unexercisable under Section 3.2, be exercised by his personal representative or by any person empowered to do so under the Optionee’s will or under the then applicable laws of descent and distribution.

     Section 4.2 — Partial Exercise

          The entire Option may be exercised in whole or in part at any time prior to the time when the Option or portion thereof becomes unexercisable under Section 3.2; provided, however, that any partial exercise shall be for whole Shares only.

     Section 4.3 - Notice of Intent to Exercise

          Until such time as the Option and the Shares to be acquired pursuant to the exercise of the Option are registered on a Form S-8 Registration Statement or any successor form thereto (or are otherwise registered pursuant to the Securities Act), no less than ten (10) business days prior to the date the Optionee, or other person then entitled to exercise, intends to exercise the Options or any portion thereof, the Optionee, or such other person, shall provide the Company notice in writing stating such intent.

     Section 4.4 — Manner of Exercise

          An Option may be exercised solely by delivering to the Secretary or his office all of the following prior to the time when the Option becomes unexercisable under Section 3.2:

     (a) Notice in writing signed by the Optionee or the other person then entitled to exercise the Option or portion thereof, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Committee;

     (b) Full payment (in cash, by check or by a combination thereof or by such other means as may be approved by the Committee in its sole discretion) for the Shares with respect to which such Option or portion thereof is exercised;

     (c) A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Optionee or other person then entitled to exercise such Option or portion thereof, stating (i) that the Shares are being acquired for his own account, for investment and without any present intention of distributing or reselling said

«Name» — Rollover Stock Option Agreement

6

shares or any of them except as may be permitted under the Securities Act, and then applicable rules and regulations thereunder, (ii) that, if applicable (as determined by the Company), the Optionee has received, read and understood the Company’s Rule 701 Disclosure Statement and (iii) that the Optionee or other person then entitled to exercise such Option or portion thereof will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above; provided, however, that the Committee may, in its absolute discretion, take whatever additional actions it deems appropriate to ensure the observance and performance of such representation and agreement and to effect compliance with the Securities Act, any other U.S. federal or state securities laws or regulations and any other applicable laws or regulations;

     (d) Full payment to the Company (in cash, by check or by a combination thereof) of all amounts which, under federal, state or local law, it is required to withhold upon exercise of the Option; and

     (e) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the Option.

Notwithstanding the foregoing, in satisfaction of the payments required by Sections 4.4(b) and (d) above, Optionee may execute a cashless exercise, net of such payments, pursuant to a formal program adopted by the Company in connection with the Plan provided that such a cashless exercise would not, as determined by the Committee in its sole discretion, (i) cause the Company or its Subsidiaries to breach any debt agreement to which the Company or any of its Subsidiaries is a party, (ii) result in a violation under Section 409A of the Code or the regulations promulgated thereunder, (iii) be otherwise prohibited by the Code or the regulations promulgated thereunder or (iv) result in negative accounting treatment under Generally Accepted Accounting Principles (“GAAP”).

Without limiting the generality of this Section 4.4, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on exercise of an Option does not violate the Securities Act, and may issue stop-transfer orders covering such Shares. Share certificates evidencing Shares issued on exercise of this Option shall bear an appropriate legend referring to the provisions of subsection (c) above and the agreements herein. The written representation and agreement referred to in subsection (c) above shall, however, not be required if the Shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such Shares.

     Section 4.5 — Conditions to Issuance of Certificates

          The Shares deliverable upon the exercise of an Option, or any portion thereof, may be either previously authorized but unissued Shares or, subject to applicable laws, issued Shares which have then been reacquired by the Company. Such Shares shall be fully paid and nonassessable. The Company shall not be required to issue or deliver any certificate or

«Name» — Rollover Stock Option Agreement

7

certificates for Shares purchased upon the exercise of an Option or portion thereof prior to fulfillment of all of the following conditions:

     (a) The obtaining of approval or other clearance from any governmental agency which the Committee shall, in its absolute discretion, determine to be necessary or advisable; and

     (b) The lapse of such reasonable period of time following the exercise of the Option as the Committee may from time to time establish for reasons of administrative convenience; provided, however, that no delay in the issuance of any certificate to be issued hereunder shall operate to prejudice or impair the Optionee’s rights to participate in a corporate transaction providing for the disposition of Shares or to exercise his rights under the Shareholder’s Agreement.

     Section 4.6 — Rights as Shareholder

          The holder of an Option shall not be, nor have any of the rights or privileges of, a shareholder of the Company in respect of any Shares purchasable upon the exercise of the Option or any portion thereof unless and until certificates representing such Shares shall have been issued by the Company to such holder.

ARTICLE V

MISCELLANEOUS

     Section 5.1 — Administration

          The Committee shall have the power to interpret the Plan and this Agreement and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewith and to interpret or revoke any such rules. All actions taken and all interpretations and determinations made by the Committee shall be final and binding upon the Optionee, the Company and all other interested persons. No member of the Committee shall be personally liable for any action, determination or interpretation made in good faith with respect to the Plan or the Options. In its absolute discretion, the Board of Directors may at any time and from time to time exercise any and all rights and duties of the Committee under the Plan and this Agreement.

«Name» — Rollover Stock Option Agreement

8

     Section 5.2 — Options Not Transferable

          Neither the Options nor any interest or right therein or part thereof shall be liable for the debts, contracts or engagements of the Optionee or his successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect; provided, however, that this Section 5.2 shall not prevent transfers by will or by the applicable laws of descent and distribution.

     Section 5.3 — Shares to Be Reserved

          The Company shall at all times during the term of the Options reserve and keep available such number of Shares as will be sufficient to satisfy the requirements of this Agreement.

     Section 5.4 — Notices

          Any notice to be given under the terms of this Agreement to the Company shall be addressed to the Company in care of its Secretary, and any notice to be given to the Optionee shall be addressed to him at his most recent address as reflected in the Company’s records. By a notice given pursuant to this Section 5.4, either party may hereafter designate a different address for notices to be given to him or it. Any notice which is required to be given to the Optionee shall, if the Optionee is then deceased, be given to the Optionee’s personal representative if such representative has previously informed the Company of his status and address by written notice under this Section 5.4. Any notice shall have been deemed duly given when enclosed in a properly sealed envelope or wrapper addressed as aforesaid, and delivered by hand (whether by courier or otherwise) or sent by registered or certified mail, return receipt requested (with postage prepaid).

     Section 5.5 — Titles

          Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of this Agreement.

     Section 5.6 — Applicability of Plan and Shareholder’s Agreement

          The Options and the Shares issued to the Optionee upon exercise of the Options shall be subject to all of the terms and provisions of the Plan and the Shareholder’s Agreement, to the extent applicable to the Options and such Shares. In the event of any conflict between this Agreement and the Plan, the terms of the Plan shall control. In the event of any conflict between this Agreement or the Plan and the Shareholder’s Agreement, the terms of the Shareholder’s Agreement shall control.

«Name» — Rollover Stock Option Agreement

9

     Section 5.7 — Amendment

          This Agreement may be amended only by a writing executed by the parties hereto, which specifically states that it is amending this Agreement.

     Section 5.8 — Jurisdiction

          Any suit, action or proceeding against the Optionee with respect to this Agreement, or any judgment entered by any court in respect of any thereof, may be brought in any court of competent jurisdiction in the State of California, and the Optionee hereby submits to the exclusive jurisdiction of such courts for the purpose of any such suit, action, proceeding or judgment. The Optionee hereby irrevocably waives any objections which he may now or hereafter have to the laying of the venue of any suit, action or proceeding arising out of or relating to this Agreement brought in any court of competent jurisdiction in the State of California, and hereby further irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in any inconvenient forum. No suit, action or proceeding against the Company with respect to this Agreement may be brought in any court, domestic or foreign, or before any similar domestic or foreign authority other than in a court of competent jurisdiction in the State of California, and the Optionee hereby irrevocably waives any right which he may otherwise have had to bring such an action in any other court, domestic or foreign, or before any similar domestic or foreign authority. The Company hereby submits to the jurisdiction of such courts for the purpose of any such suit, action or proceeding.

(Signature Page Follows)

«Name» — Rollover Stock Option Agreement

10

     IN WITNESS WHEREOF, this Non-Qualified Share Option Agreement has been executed and delivered by the parties hereto as of the date first written above.

«NAME», OPTIONEE		COMPANY
	By
Signature	Its
Optionee’s Address

Aggregate number of Shares for which the Option granted hereunder is exercisable: «Rollover_Options»

«Name» — Rollover Stock Option Agreement

11

EX-10.24 62 f23597orexv10w24.htm EXHIBIT 10.24

Exhibit-10.24

U.S. Non-Employee Director — New Options

NON-QUALIFIED SHARE OPTION AGREEMENT
UNDER THE AMENDED AND RESTATED EQUITY INCENTIVE PLAN
FOR SENIOR MANAGEMENT EMPLOYEES OF
AVAGO TECHNOLOGIES LIMITED AND SUBSIDIARIES

          This Non-Qualified Share Option Agreement (this “Agreement”), is entered into as of «Grant Date» by and between Avago Technologies Limited, a company organized under the laws of Singapore, hereinafter referred to as the “Company,” and “Name”, a non-employee member of the Board of Directors of the Company, hereinafter referred to as “Optionee.”

          WHEREAS, the Company wishes to afford the Optionee the opportunity to purchase ordinary shares of the Company (“Shares”);

          WHEREAS, the Company wishes to carry out the Plan (as defined below), the terms of which are hereby incorporated by reference and made a part of this Agreement; and

          WHEREAS, the Board of Directors of the Company has determined that it would be to the advantage and best interest of the Company and its shareholders to grant the Non-Qualified Share Option provided for herein to the Optionee as an incentive for increased efforts during his term of service with the Company, and has advised the Company thereof and instructed the undersigned officers to issue said Option;

          NOW, THEREFORE, in consideration of the mutual covenants herein contained and other good and valuable consideration, receipt of which is hereby acknowledged, the parties hereto do hereby agree as follows:

ARTICLE I

DEFINITIONS

          Unless otherwise defined in this Agreement, the terms defined in the Plan shall have the same defined meanings in this Agreement unless the context clearly indicates to the contrary.

     Section 1.1 — Affiliate

          “Affiliate” shall mean (a) with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with, such Person, and (b) with respect to the Company, also any entity designated by the Board of Directors in which the Company or one of its Affiliates has an interest, and (c) Kohlberg Kravis Roberts & Co., L.P. (“KKR”), Silver Lake Partners LLC (“SLP”) and any Affiliate of any partner of KKR or SLP. For purposes of this Agreement, “Person” means an individual, partnership, corporation,

«Name» — Option Agreement

1

business trust, joint stock company, trust, unincorporated association, joint venture, governmental authority or other entity of whatever nature, and “control” shall have the meaning given such term under Rule 405 of the Securities Act.

     Section 1.2 — Committee

          “Committee” shall mean the Board of Directors or, if administration of the Plan is delegated by the Board of Directors to it, the Compensation Committee of the Board of Directors or any other committee of the Board of Directors designated by the Board of Directors to administer the Plan.

     Section 1.3 — Option

          “Option” shall mean the Non-Qualified Share Option to purchase Shares granted under this Agreement.

     Section 1.4 — Permanent Disability

          The Optionee shall be deemed to have a “Permanent Disability” if the Optionee is unable to engage in the activities required by his employment by reason of any medically determined physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than 12 months, as reasonably determined by the Board of Directors in good faith and in its discretion.

     Section 1.5 — Plan

          “Plan” shall mean the Amended and Restated Equity Incentive Plan for Senior Management Employees of Avago Technologies Limited and Subsidiaries, as the same may be amended from time to time.

     Section 1.6 — Pronouns

          The masculine pronoun shall include the feminine and neuter, and the singular the plural, where the context so indicates.

     Section 1.7 — Secretary

          “Secretary” shall mean the Secretary of the Company.

«Name» — Option Agreement

2

     Section 1.8 — Subsidiary

          “Subsidiary” with respect to any entity shall mean any corporation in an unbroken chain of corporations beginning with such entity if each of the corporations, or group of commonly controlled corporations, other than the last corporation in the unbroken chain, then owns shares possessing 50% or more of the total combined voting power of all classes of equity in one of the other corporations in such chain.

     Section 1.9 — Vesting Reference Date

          “Vesting Reference Date” shall mean the date set forth on the signature page hereof.

ARTICLE II
GRANT OF OPTION

     Section 2.1 — Grant of Option

          For good and valuable consideration, on and as of the date hereof the Company irrevocably grants to the Optionee an Option to purchase any part or all of an aggregate of the number of Shares set forth on the signature page hereof upon the terms and conditions set forth in this Agreement.

     Section 2.2 — Exercise Price

          The per share exercise price of the Shares covered by the Option shall be the amount set forth on the signature page hereof, which is equal to the Fair Market Value of the Shares on the date of grant.

     Section 2.3 — Consideration to the Company

          In consideration of the granting of this Option by the Company, the Optionee agrees to render faithful and efficient services to the Company, with such duties and responsibilities as the Company shall from time to time prescribe. Nothing in this Agreement or in the Plan shall confer upon the Optionee any right to continue in the service of the Company or any of its Subsidiaries or Affiliates or shall interfere with or restrict in any way the rights of the Company and its Subsidiaries and Affiliates, which are hereby expressly reserved, to terminate the service of the Optionee at any time for any reason whatsoever, with or without Cause.

     Section 2.4 — Adjustments in Option

          Subject to Section 14 of the Plan, in the event that the outstanding Shares subject to an Option are, from time to time, changed into or exchanged for cash or a different number or kind of shares of the Company or other securities of the Company by reason of a merger, consolidation, recapitalization, reclassification, stock split, stock dividend, combination of

«Name» — Option Agreement

3

shares, or otherwise, the Committee shall make an appropriate and equitable adjustment in the number and kind of shares or other consideration and the exercise price as to which such Option, or portions thereof then unexercised, shall be exercisable in order to prevent dilution or enlargement of the benefits intended to be made available with respect to any Option. Any such adjustment made by the Committee shall be final and binding upon the Optionee, the Company and all other interested persons.

ARTICLE III

PERIOD OF EXERCISABILITY

     Section 3.1 — Commencement of Exercisability

          (a) The Option shall become exercisable with respect to 20% of the Shares subject to such Option on each anniversary of the Vesting Reference Date, so that 100% of the Shares subject to the Option shall be exercisable on the fifth anniversary of the Vesting Reference Date.

          (b) Notwithstanding the foregoing, no Option or portion thereof shall become exercisable as to any additional Shares following the Optionee’s cessation of service with the Company or a Subsidiary as a Non-Employee Director, an Employee or a Consultant for any reason and any Option which is non-exercisable as of the Optionee’s cessation of service with the Company or a Subsidiary as a Non-Employee Director, Employee or Consultant shall be immediately cancelled.

     Section 3.2 — Expiration of Option

     Except as otherwise provided in the Plan, the Option may not be exercised to any extent by anyone after the first to occur of the following events:

     (a) The fifth anniversary of the date hereof;

     (b) The first anniversary of the date of the Optionee’s cessation of service with the Company or a Subsidiary as a Non-Employee Director, Employee or Consultant by reason of death or Permanent Disability;

     (c) The first business day which is ninety calendar days after the cessation of service with the Company or a Subsidiary as a Non-Employee Director, Employee or Consultant for any reason other than for Cause, death or Permanent Disability;

     (d) The opening of business on the date of termination by the Company for Cause of the Optionee’s service with the Company as a Non-Employee Director, Employee or Consultant; or

«Name» — Option Agreement

4

     (e) If the Committee so determines pursuant to Section 15 of the Plan, the effective date of either the merger or consolidation of the Company into another Person, or the exchange or acquisition by another Person of all or substantially all of the Company’s assets or 80% or more of its then outstanding voting shares, or the recapitalization, reclassification, liquidation or dissolution of the Company. At least ten (10) days prior to the effective date of such merger, consolidation, exchange, acquisition, recapitalization, reclassification, liquidation or dissolution, the Committee shall give the Optionee notice of such event if the Option has then neither been fully exercised nor become unexercisable under this Section 3.2.

ARTICLE IV

EXERCISE OF OPTION

     Section 4.1 — Person Eligible to Exercise

          During the lifetime of the Optionee, only he may exercise an Option or any portion thereof. After the death of the Optionee, any exercisable portion of an Option may, prior to the time when an Option becomes unexercisable under Section 3.2, be exercised by his personal representative or by any person empowered to do so under the Optionee’s will or under the then applicable laws of descent and distribution.

     Section 4.2 — Partial Exercise

          Any exercisable portion of an Option or the entire Option, if then wholly exercisable, may be exercised in whole or in part at any time prior to the time when the Option or portion thereof becomes unexercisable under Section 3.2; provided, however, that any partial exercise shall be for whole Shares only.

     Section 4.3 - Notice of Intent to Exercise

          Until such time as the Option and the Shares to be acquired pursuant to the exercise of the Option are registered on a Form S-8 Registration Statement or any successor form thereto (or are otherwise registered pursuant to the Securities Act), no less than ten (10) business days prior to the date the Optionee, or other person then entitled to exercise, intends to exercise the Options or any portion thereof, the Optionee, or such other person, shall provide the Company notice in writing stating such intent.

     Section 4.4 — Manner of Exercise

          An Option, or any exercisable portion thereof, may be exercised solely by delivering to the Secretary or his office all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.2:

     (a) Notice in writing signed by the Optionee or the other person then entitled to exercise the Option or portion thereof, stating that the Option or portion thereof is

«Name» — Option Agreement

5

thereby exercised, such notice complying with all applicable rules established by the Committee;

     (b) Full payment (in cash, by check or by a combination thereof or by such other means as may be approved by the Committee in its sole discretion) for the Shares with respect to which such Option or portion thereof is exercised;

     (c) A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Optionee or other person then entitled to exercise such Option or portion thereof, stating (i) that the Shares are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act, and then applicable rules and regulations thereunder, (ii) that, if applicable (as determined by the Company), the Optionee has received, read and understood the Company’s Rule 701 Disclosure Statement and (iii) that the Optionee or other person then entitled to exercise such Option or portion thereof will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above; provided, however, that the Committee may, in its absolute discretion, take whatever additional actions it deems appropriate to ensure the observance and performance of such representation and agreement and to effect compliance with the Securities Act, any other U.S. federal or state securities laws or regulations and any other applicable laws or regulations;

     (d) Full payment to the Company (in cash, by check or by a combination thereof) of all amounts which, under federal, state or local law, it is required to withhold upon exercise of the Option; and

     (e) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the Option.

Notwithstanding the foregoing, upon Optionee’s termination of service to the Company by the Company without Cause, by the Optionee for Good Reason or by reason of death or Permanent Disability, in satisfaction of the payments required by Sections 4.4(b) and (d) above, Optionee may execute a cashless exercise, net of such payments, pursuant to a formal program adopted by the Company in connection with the Plan provided that such a cashless exercise would not, as determined by the Committee in its sole discretion, (i) cause the Company or its Subsidiaries to breach any debt agreement to which the Company or any of its Subsidiaries is a party, (ii) result in a violation under Section 409A of the Code or the regulations promulgated thereunder, (iii) be otherwise prohibited by the Code or the regulations promulgated thereunder or (iv) result in negative accounting treatment under Generally Accepted Accounting Principles (“GAAP”).

Without limiting the generality of this Section 4.4, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on exercise of an Option does not violate the Securities Act, and may issue stop-transfer orders covering

«Name» — Option Agreement

6

such Shares. Share certificates evidencing Shares issued on exercise of this Option shall bear an appropriate legend referring to the provisions of subsection (c) above and the agreements herein. The written representation and agreement referred to in subsection (c) above shall, however, not be required if the Shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such Shares.

     Section 4.5 — Conditions to Issuance of Certificates

          The Shares deliverable upon the exercise of an Option, or any portion thereof, may be either previously authorized but unissued Shares or, subject to applicable laws, issued Shares which have then been reacquired by the Company. Such Shares shall be fully paid and nonassessable. The Company shall not be required to issue or deliver any certificate or certificates for Shares purchased upon the exercise of an Option or portion thereof prior to fulfillment of all of the following conditions:

     (a) The obtaining of approval or other clearance from any governmental agency which the Committee shall, in its absolute discretion, determine to be necessary or advisable; and

     (b) The lapse of such reasonable period of time following the exercise of the Option as the Committee may from time to time establish for reasons of administrative convenience; provided, however, that no delay in the issuance of any certificate to be issued hereunder shall operate to prejudice or impair the Optionee’s rights to participate in a corporate transaction providing for the disposition of Shares or to exercise his rights hereunder.

     Section 4.6 — Rights as Shareholder

          The holder of an Option shall not be, nor have any of the rights or privileges of, a shareholder of the Company in respect of any Shares purchasable upon the exercise of the Option or any portion thereof unless and until certificates representing such Shares shall have been issued by the Company to such holder.

     Section 4.7 Covenant Regarding 83(b) Election

          The Optionee hereby covenants and agrees that, unless otherwise determined by the Company, Optionee will make an election pursuant to Treasury Regulation 1.83-2 with respect to the Shares to be acquired upon each exercise of the Optionee’s Options by filing with the Internal Revenue Service such election substantially in the form attached hereto as Exhibit A; and the Optionee further covenants and agrees that he will furnish the Company with copies of the forms of election the Optionee files within 30 days after each exercise of the Optionee’s Options and with evidence that each such election has been filed in a timely manner.

«Name» — Option Agreement

7

ARTICLE V

MISCELLANEOUS

     Section 5.1 — Administration

          The Committee shall have the power to interpret the Plan and this Agreement and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewith and to interpret or revoke any such rules. All actions taken and all interpretations and determinations made by the Committee shall be final and binding upon the Optionee, the Company and all other interested persons. No member of the Committee shall be personally liable for any action, determination or interpretation made in good faith with respect to the Plan or the Option. In its absolute discretion, the Board of Directors may at any time and from time to time exercise any and all rights and duties of the Committee under the Plan and this Agreement.

     Section 5.2 — Option Not Transferable

          Neither the Option nor any interest or right therein or part thereof shall be liable for the debts, contracts or engagements of the Optionee or his successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect; provided, however, that this Section 5.2 shall not prevent transfers by will or by the applicable laws of descent and distribution or any transfer to the Company contemplated in the Plan.

     Section 5.3 — Shares to Be Reserved

          The Company shall at all times during the term of the Option reserve and keep available such number of Shares as will be sufficient to satisfy the requirements of this Agreement.

     Section 5.4 — Notices

          Any notice to be given under the terms of this Agreement to the Company shall be addressed to the Company in care of its Secretary, and any notice to be given to the Optionee shall be addressed to him at his most recent address as reflected in the Company’s records. By a notice given pursuant to this Section 5.4, either party may hereafter designate a different address for notices to be given to him or it. Any notice which is required to be given to the Optionee shall, if the Optionee is then deceased, be given to the Optionee’s personal representative if such representative has previously informed the Company of his status and address by written notice under this Section 5.4. Any notice shall have been deemed duly given when enclosed in a properly sealed envelope or wrapper addressed as aforesaid, and delivered by hand (whether by courier or otherwise) or sent by registered or certified mail, return receipt requested (with postage prepaid).

«Name» — Option Agreement

8

     Section 5.5 — Titles

          Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of this Agreement.

     Section 5.6 — Applicability of Plan

          The Option and the Shares issued to the Optionee upon exercise of the Option shall be subject to all of the terms and provisions of the Plan, to the extent applicable to the Option and such Shares. In the event of any conflict between this Agreement and the Plan, the terms of the Plan shall control.

     Section 5.7 — Amendment

          This Agreement may be amended only by a writing executed by the parties hereto, which specifically states that it is amending this Agreement.

     Section 5.8 — Jurisdiction

          Any suit, action or proceeding against the Optionee with respect to this Agreement, or any judgment entered by any court in respect of any thereof, may be brought in any court of competent jurisdiction in the State of California, and the Optionee hereby submits to the exclusive jurisdiction of such courts for the purpose of any such suit, action, proceeding or judgment. The Optionee hereby irrevocably waives any objections which he may now or hereafter have to the laying of the venue of any suit, action or proceeding arising out of or relating to this Agreement brought in any court of competent jurisdiction in the State of California, and hereby further irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in any inconvenient forum. No suit, action or proceeding against the Company with respect to this Agreement may be brought in any court, domestic or foreign, or before any similar domestic or foreign authority other than in a court of competent jurisdiction in the State of California, and the Optionee hereby irrevocably waives any right which he may otherwise have had to bring such an action in any other court, domestic or foreign, or before any similar domestic or foreign authority. The Company hereby submits to the jurisdiction of such courts for the purpose of any such suit, action or proceeding.

(Signature Page Follows)

«Name» — Option Agreement

9

IN WITNESS WHEREOF, this Non-Qualified Share Option Agreement has been executed and delivered by the parties hereto as of the date first written above.

«NAME», OPTIONEE	COMPANY
	By
Signature	Its
Optionee’s Address

Aggregate number of Shares for which the Option granted hereunder is exercisable: «Options»

Per share exercise price: «Exercise_Price»

Grant Date for purposes of the provisions set forth in the Plan: «Grant_Date»

Vesting Reference Date: «Vesting_Reference_Date»

«Name» — Option Agreement

10

EX-10.25 63 f23597orexv10w25.htm EXHIBIT 10.25

Exhibit-10.25

Non-Employee Directors — New Options — Singapore

NON-QUALIFIED SHARE OPTION AGREEMENT
UNDER THE AMENDED AND RESTATED EQUITY INCENTIVE PLAN
FOR SENIOR MANAGEMENT EMPLOYEES OF
AVAGO TECHNOLOGIES LIMITED AND SUBSIDIARIES

          This Non-Qualified Share Option Agreement (this “Agreement”), is entered into as of «Grant Date» by and between Avago Technologies Limited, a company organized under the laws of Singapore, hereinafter referred to as the “Company,” and «Name», a non-employee member of the Board of Directors of the Company, hereinafter referred to as “Optionee.”

          WHEREAS, the Company wishes to afford the Optionee the opportunity to purchase ordinary shares of the Company (“Shares”);

          WHEREAS, the Option is granted outside of the United States, and the Optionee is not a U.S. Person (as defined below);

          WHEREAS, the Company wishes to carry out the Plan (as defined below), the terms of which are hereby incorporated by reference and made a part of this Agreement; and

          WHEREAS, the Board of Directors of the Company has determined that it would be to the advantage and best interest of the Company and its shareholders to grant the Non-Qualified Share Option provided for herein to the Optionee as an incentive for increased efforts during his term of service with the Company, and has advised the Company thereof and instructed the undersigned officers to issue said Option;

          NOW, THEREFORE, in consideration of the mutual covenants herein contained and other good and valuable consideration, receipt of which is hereby acknowledged, the parties hereto do hereby agree as follows:

ARTICLE I.

DEFINITIONS

          Unless otherwise defined in this Agreement, the terms defined in the Plan shall have the same defined meanings in this Agreement unless the context clearly indicates to the contrary.

     Section 1.1 Affiliate

          “Affiliate” shall mean (a) with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with, such Person, and (b) with respect to the Company, also any entity designated by the Board of Directors in which the Company or one of its Affiliates has an interest, and (c) Kohlberg Kravis Roberts & Co., L.P. (“KKR”), Silver Lake Partners LLC (“SLP”) and any Affiliate of any partner of KKR or SLP. For purposes of this Agreement, “Person” means an individual, partnership, corporation, business trust, joint stock company, trust, unincorporated association, joint venture,

«Name» — Option Agreement

1

governmental authority or other entity of whatever nature, and “control” shall have the meaning given such term under Rule 405 of the Securities Act.

     Section 1.2 Committee

          “Committee” shall mean the Board of Directors or, if administration of the Plan is delegated by the Board of Directors to it, the Compensation Committee of the Board of Directors or any other committee of the Board of Directors designated by the Board of Directors to administer the Plan.

     Section 1.3 Option

          “Option” shall mean the Non-Qualified Share Option to purchase Shares granted under this Agreement.

     Section 1.4 Permanent Disability

          The Optionee shall be deemed to have a “Permanent Disability” if the Optionee is unable to engage in the activities required by his employment by reason of any medically determined physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than 12 months, as reasonably determined by the Board of Directors in good faith and in its discretion.

     Section 1.5 Plan

          “Plan” shall mean the Amended and Restated Equity Incentive Plan for Senior Management Employees of Avago Technologies Limited and Subsidiaries, as the same may be amended from time to time.

     Section 1.6 Pronouns

          The masculine pronoun shall include the feminine and neuter, and the singular the plural, where the context so indicates.

     Section 1.7 Secretary

          “Secretary” shall mean the Secretary of the Company.

     Section 1.8 Subsidiary

          “Subsidiary” with respect to any entity shall mean any corporation in an unbroken chain of corporations beginning with such entity if each of the corporations, or group of commonly controlled corporations, other than the last corporation in the unbroken chain, then owns shares possessing 50% or more of the total combined voting power of all classes of equity in one of the other corporations in such chain.

«Name» — Option Agreement

2

     Section 1.9 U.S. Person

          “U.S. Person” has the meaning accorded to it in Rule 902(k) of the Securities Act, and currently includes the following:

          (a) Any natural person resident in the United States;

          (b) Any partnership or corporation organized or incorporated under the laws of the United States;

          (c) Any estate of which any executor or administrator is a U.S. Person;

          (d) Any trust of which any trustee is a U.S. Person;

          (e) Any agency or branch of a foreign entity located in the United States;

          (f) Any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a U.S. Person;

          (g) Any discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated, or (if an individual) resident in the United States; and

          (h) Any partnership or corporation if:

     (i) Organized or incorporated under the laws of any foreign jurisdiction; and

     (ii) Formed by a U.S. Person principally for the purpose of investing in securities not registered under the Securities Act, unless it is organized or incorporated, and owned, by accredited investors (as defined in Rule 501(a) under the Securities Act of 1933, as amended) who are not natural persons, estates or trusts.

     Section 1.10 Vesting Reference Date

          “Vesting Reference Date” shall mean the date set forth on the signature page hereof.

ARTICLE II.

GRANT OF OPTION

     Section 2.1 Grant of Option

          For good and valuable consideration, on and as of the date hereof the Company irrevocably grants to the Optionee an Option to purchase any part or all of an aggregate of the number of Shares set forth on the signature page hereof upon the terms and conditions set forth in this Agreement.

«Name» — Option Agreement

3

     Section 2.2 Exercise Price

          The per share exercise price of the Shares covered by the Option shall be the amount set forth on the signature page hereof, which is equal to the Fair Market Value of the Shares on the date of grant.

     Section 2.3 Consideration to the Company

          In consideration of the granting of this Option by the Company, the Optionee agrees to render faithful and efficient services to the Company, with such duties and responsibilities as the Company shall from time to time prescribe. Nothing in this Agreement or in the Plan shall confer upon the Optionee any right to continue in the service of the Company or any of its Subsidiaries or Affiliates or shall interfere with or restrict in any way the rights of the Company and its Subsidiaries and Affiliates, which are hereby expressly reserved, to terminate the service of the Optionee at any time for any reason whatsoever, with or without Cause.

     Section 2.4 Adjustments in Option

          Subject to Section 14 of the Plan, in the event that the outstanding Shares subject to an Option are, from time to time, changed into or exchanged for cash or a different number or kind of shares of the Company or other securities of the Company by reason of a merger, consolidation, recapitalization, reclassification, stock split, stock dividend, combination of shares, or otherwise, the Committee shall make an appropriate and equitable adjustment in the number and kind of shares or other consideration and the exercise price as to which such Option, or portions thereof then unexercised, shall be exercisable in order to prevent dilution or enlargement of the benefits intended to be made available with respect to any Option. Any such adjustment made by the Committee shall be final and binding upon the Optionee, the Company and all other interested persons.

ARTICLE III.

PERIOD OF EXERCISABILITY

     Section 3.1 Commencement of Exercisability

          (a) The Option shall become exercisable with respect to 20% of the Shares subject to such Option on each anniversary of the Vesting Reference Date, so that 100% of the Shares subject to the Option shall be exercisable on the fifth anniversary of the Vesting Reference Date.

          (b) Notwithstanding the foregoing, no Option or portion thereof shall become exercisable as to any additional Shares following the Optionee’s cessation of service with the Company or a Subsidiary as a Non-Employee Director, an Employee or a Consultant for any reason and any Option which is non-exercisable as of the Optionee’s cessation of service with the Company or a Subsidiary as a Non-Employee Director, an Employee or Consultant shall be immediately cancelled.

«Name» — Option Agreement

4

     Section 3.2 Expiration of Option

          Except as otherwise provided in the Plan, the Option may not be exercised to any extent by anyone after the first to occur of the following events:

          (a) The fifth anniversary of the date hereof;

          (b) The first anniversary of the date of the Optionee’s cessation of service with the Company or a Subsidiary as a Non-Employee Director, an Employee or Consultant by reason of death or Permanent Disability;

          (c) The first business day which is ninety calendar days after the cessation of service with the Company or a Subsidiary as a Non-Employee Director, an Employee or Consultant for any reason other than for Cause, death or Permanent Disability;

          (d) The opening of business on the date of termination by the Company for Cause of the Optionee’s service with the Company as a Non-Employee Director, an Employee or Consultant; or

          (e) If the Committee so determines pursuant to Section 15 of the Plan, the effective date of either the merger or consolidation of the Company into another Person, or the exchange or acquisition by another Person of all or substantially all of the Company’s assets or 80% or more of its then outstanding voting shares, or the recapitalization, reclassification, liquidation or dissolution of the Company. At least ten (10) days prior to the effective date of such merger, consolidation, exchange, acquisition, recapitalization, reclassification, liquidation or dissolution, the Committee shall give the Optionee notice of such event if the Option has then neither been fully exercised nor become unexercisable under this Section 3.2.

ARTICLE IV.

EXERCISE OF OPTION

     Section 4.1 Person Eligible to Exercise

          During the lifetime of the Optionee, only he may exercise an Option or any portion thereof. After the death of the Optionee, any exercisable portion of an Option may, prior to the time when an Option becomes unexercisable under Section 3.2, be exercised by his personal representative or by any person empowered to do so under the Optionee’s will or under the then applicable laws of descent and distribution.

     Section 4.2 Partial Exercise

          Any exercisable portion of an Option or the entire Option, if then wholly exercisable, may be exercised in whole or in part at any time prior to the time when the Option or portion thereof becomes unexercisable under Section 3.2; provided, however, that any partial exercise shall be for whole Shares only.

«Name» — Option Agreement

5

     Section 4.3 Manner of Exercise

          An Option, or any exercisable portion thereof, may be exercised solely by delivering to the Secretary or his office all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.2:

          (a) Notice in writing signed by the Optionee or the other person then entitled to exercise the Option or portion thereof, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Committee;

          (b) Full payment (in cash, by check or by a combination thereof or by such other means as may be approved by the Committee in its sole discretion) for the Shares with respect to which such Option or portion thereof is exercised;

          (c) A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Optionee or other person then entitled to exercise such Option or portion thereof, stating (i) that the Shares are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act, (ii) that the Optionee or other person then entitled to exercise such Option or portion thereof has not been a U.S. Person from the date such person was granted or otherwise transferred the Option through the date of exercise of the Option or portion thereof and (iii) then applicable rules and regulations thereunder, and that the Optionee or other person then entitled to exercise such Option or portion thereof will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above; provided, however, that the Committee may, in its absolute discretion, take whatever additional actions it deems appropriate to ensure the observance and performance of such representation and agreement and to effect compliance with the Securities Act, any other U.S. federal or state securities laws or regulations and any other applicable laws or regulations;

          (d) Full payment to the Company (in cash, by check or by a combination thereof) of all amounts which, under federal, state or local law, it is required to withhold upon exercise of the Option; and

          (e) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the Option.

Notwithstanding the foregoing, upon Optionee’s termination of service to the Company by the Company without Cause, by the Optionee for Good Reason or by reason of death or Permanent Disability, in satisfaction of the payments required by Sections 4.3(b) and (d) above, Optionee may execute a cashless exercise, net of such payments, pursuant to a formal program adopted by the Company in connection with the Plan provided that such a cashless exercise would not, as determined by the Committee in its sole discretion, (i) cause the Company or its Subsidiaries to

«Name» — Option Agreement

6

breach any debt agreement to which the Company or any of its Subsidiaries is a party, (ii) result in a violation under Section 409A of the Code or the regulations promulgated thereunder, (iii) be otherwise prohibited by the Code or the regulations promulgated thereunder or (iv) result in negative accounting treatment under Generally Accepted Accounting Principles (“GAAP”).

Without limiting the generality of this Section 4.3, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on exercise of an Option does not violate the Securities Act, and may issue stop-transfer orders covering such Shares. Share certificates evidencing Shares issued on exercise of this Option shall bear an appropriate legend referring to the provisions of subsection (c) above and the agreements herein. The written representation and agreement referred to in subsection (c) above shall, however, not be required if the Shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such Shares.

     Section 4.4 Conditions to Issuance of Certificates

          The Shares deliverable upon the exercise of an Option, or any portion thereof, may be either previously authorized but unissued Shares or, subject to applicable laws, issued Shares which have then been reacquired by the Company. Such Shares shall be fully paid and nonassessable. The Company shall not be required to issue or deliver any certificate or certificates for Shares purchased upon the exercise of an Option or portion thereof prior to fulfillment of all of the following conditions:

          (a) The obtaining of approval or other clearance from any governmental agency which the Committee shall, in its absolute discretion, determine to be necessary or advisable; and

          (b) The lapse of such reasonable period of time following the exercise of the Option as the Committee may from time to time establish for reasons of administrative convenience; provided, however, that no delay in the issuance of any certificate to be issued hereunder shall operate to prejudice or impair the Optionee’s rights to participate in a corporate transaction providing for the disposition of Shares or to exercise his rights hereunder.

     Section 4.5 Rights as Shareholder

          The holder of an Option shall not be, nor have any of the rights or privileges of, a shareholder of the Company in respect of any Shares purchasable upon the exercise of the Option or any portion thereof unless and until certificates representing such Shares shall have been issued by the Company to such holder.

«Name» — Option Agreement

7

ARTICLE V.

MISCELLANEOUS

     Section 5.1 Administration

          The Committee shall have the power to interpret the Plan and this Agreement and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewith and to interpret or revoke any such rules. All actions taken and all interpretations and determinations made by the Committee shall be final and binding upon the Optionee, the Company and all other interested persons. No member of the Committee shall be personally liable for any action, determination or interpretation made in good faith with respect to the Plan or the Option. In its absolute discretion, the Board of Directors may at any time and from time to time exercise any and all rights and duties of the Committee under the Plan and this Agreement.

     Section 5.2 Option Not Transferable

          Neither the Option nor any interest or right therein or part thereof shall be liable for the debts, contracts or engagements of the Optionee or his successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect; provided, however, that this Section 5.2 shall not prevent transfers by will or by the applicable laws of descent and distribution or any transfer to the Company contemplated in the Plan.

     Section 5.3 Shares to Be Reserved

          The Company shall at all times during the term of the Option reserve and keep available such number of Shares as will be sufficient to satisfy the requirements of this Agreement.

     Section 5.4 Notices

          Any notice to be given under the terms of this Agreement to the Company shall be addressed to the Company in care of its Secretary, and any notice to be given to the Optionee shall be addressed to him at his most recent address as reflected in the Company’s records. By a notice given pursuant to this Section 5.4, either party may hereafter designate a different address for notices to be given to him or it. Any notice which is required to be given to the Optionee shall, if the Optionee is then deceased, be given to the Optionee’s personal representative if such representative has previously informed the Company of his status and address by written notice under this Section 5.4. Any notice shall have been deemed duly given when enclosed in a properly sealed envelope or wrapper addressed as aforesaid, and delivered by hand (whether by courier or otherwise) or sent by registered or certified mail, return receipt requested (with postage prepaid).

«Name» — Option Agreement

8

     Section 5.5 Titles

          Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of this Agreement.

     Section 5.6 Applicability of Plan

          The Option and the Shares issued to the Optionee upon exercise of the Option shall be subject to all of the terms and provisions of the Plan, to the extent applicable to the Option and such Shares. In the event of any conflict between this Agreement and the Plan, the terms of the Plan shall control.

     Section 5.7 Amendment

          This Agreement may be amended only by a writing executed by the parties hereto, which specifically states that it is amending this Agreement.

     Section 5.8 Jurisdiction

          Any suit, action or proceeding against the Optionee with respect to this Agreement, or any judgment entered by any court in respect of any thereof, may be brought in any court of competent jurisdiction in the State of California, and the Optionee hereby submits to the exclusive jurisdiction of such courts for the purpose of any such suit, action, proceeding or judgment. The Optionee hereby irrevocably waives any objections which he may now or hereafter have to the laying of the venue of any suit, action or proceeding arising out of or relating to this Agreement brought in any court of competent jurisdiction in the State of California, and hereby further irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in any inconvenient forum. No suit, action or proceeding against the Company with respect to this Agreement may be brought in any court, domestic or foreign, or before any similar domestic or foreign authority other than in a court of competent jurisdiction in the State of California, and the Optionee hereby irrevocably waives any right which he may otherwise have had to bring such an action in any other court, domestic or foreign, or before any similar domestic or foreign authority. The Company hereby submits to the jurisdiction of such courts for the purpose of any such suit, action or proceeding.

          Section 5.9 — Employee Representation and Acknowledgement

          By signing this Agreement, the Optionee hereby represents, acknowledges and confirms that the Optionee has read this Agreement carefully and completely and understands each of the terms hereof.

          By signing this Agreement, the Optionee also hereby represents that the Optionee is not a U.S. Person as of the date hereof.

(Signature Page Follows)

«Name» — Option Agreement

9

IN WITNESS WHEREOF, this Non-Qualified Share Option Agreement has been executed and delivered by the parties hereto as of the date first written above.

«NAME», OPTIONEE	COMPANY
	By
Signature	Its
Optionee’s Address

Aggregate number of Shares for which the Option granted hereunder is exercisable: «Options»

Per share exercise price: «Exercise_Price»

Grant Date for purposes of the provisions set forth in the Plan: «Grant_Date»

Vesting Reference Date: «Vesting_Reference_Date»

«Name» — Option Agreement

10

EX-10.26 64 f23597orexv10w26.htm EXHIBIT 10.26

Exhibit-10.26

March 15, 2006

Hock E. Tan
373 Righters Mill Road
Gladwyne, PA 19035

Re: Employment Offer

Dear Hock:

     Avago Technologies Limited (the “Company”) is pleased to offer you the position of Chief Executive Officer. This letter (the “Agreement”) sets forth, among other things, the terms of your employment with the Company. For purposes of this Agreement, employment with the Company shall be deemed to include employment with the Company’s United States subsidiaries.

     • Duties. Your employment will commence hereunder effective as of March 31, 2006. You will be employed as the President and Chief Executive Officer, and will perform the duties customarily associated with such positions. You will report to and be a member of the Company’s Board of Directors (the “Board”) and will perform your services on a full-time basis at the Company’s headquarters in San Jose, California. You shall devote your full working time and attention to the business affairs of the Company.

     • Base Salary/Bonus. You will receive an annual base salary of $600,000 for all hours worked to be paid in accordance with the Company’s customary payroll procedures, less payroll deductions and withholdings. You will be eligible to receive a cash bonus each year based upon your and/or the Company’s attainment of certain performance objectives as determined by the Board following consultation with you. The target level for attaining 100% of your objectives will be 100% of your base salary. Based upon actual performance versus such performance objectives, your cash bonus payouts may exceed your target amount.

     • Options. You will be eligible to participate in the Equity Incentive Plan for Executive Employees of Avago Technologies Limited and Subsidiaries or any successor equity plan and will be granted an initial non-qualified option to purchase 950,000 ordinary shares of the Company. Assuming your continued employment, 450,000 of your initial option will vest 50% based on time and 50% based on the performance of the Company, in each case, over five years. The remaining 500,000 ordinary shares of the Company, assuming your continued employment, will vest 100% based on the performance of the Company over five years. You will receive an opportunity to invest $2,000,000 in the ordinary shares of the Company and will be eligible for a non-qualified option to purchase additional shares in connection with any co-investment of 3.5x the amount you choose to invest ($2,000,000). The options you receive in connection with your co-investment will vest 50% based on time and 50% based on performance, in each case, assuming your continued employment over five years.

     • Benefits. You will be eligible to participate in all of the employee benefit plans or programs the Company generally makes available to its executive employees, pursuant to the terms and conditions of such plans. You will initially be entitled to three (3) weeks of paid flexible time off.

     • Expenses. You shall be entitled to reimbursement for all ordinary and reasonable out-of-pocket business expenses which are reasonably incurred by you in furtherance of the Company’s business and in accordance with the Company’s standard policies.

     • Relocation Bonus. Consistent with Company policy, you will be entitled to a relocation benefit equal to one month of base salary, which shall be paid in a single lump sum on the first normally scheduled payroll period following your first day of employment.

     • Indemnification. You shall be entitled to enter into an indemnification agreement with the Company containing customary terms no less favorable than the terms of any such indemnification agreement between the Company and any other director. You shall be entitled to be covered under the Company’s director’s and officer’s insurance policy consistent with the coverage of other directors generally.

     • Company Policies And Confidentiality Agreement. As an employee of the Company, you will be expected to abide by all of the Company’s policies and procedures. As a condition of your employment, you agree to abide by the terms of the Company’s form of Agreement Regarding Confidential Information and Proprietary Developments.

     • Other Agreements. As a condition to your employment with the Company, you agree that your performance of your duties for the Company will not violate any agreements, obligations or understandings that you may have with any third party or prior employer. You agree not to make any unauthorized disclosure or use, on behalf of the Company, of any confidential information belonging to any of your former employers. You also represent that you are not in unauthorized possession of any materials containing a third party’s confidential and proprietary information.

     • Outside Activities. While employed by the Company, you will not engage in any business activity in competition with the Company nor make preparations to do so. With prior approval of the Board you may serve as a member of the board of directors of other companies not in competition with the Company; provided such service does not interfere with the performance of your duties hereunder. The Company expressly acknowledges and agrees that you can remain and continue your role as the non-executive Chairman of the Board of Directors of Integrated Device Technology, Inc. provided such service does not interfere with the performance of your duties under this Agreement.

     • At-will Employment. As an employee of the Company, you may terminate your employment and your service as a member of the Board at any time and for any reason whatsoever simply by notifying the Company. Similarly, the Company may terminate your employment and your service as a member of the Board at any time and for any reason whatsoever, with or without Cause or advance notice. Your at-will employment relationship

2

with the Company cannot be changed except in writing signed by an authorized representative of the Board.

     • Severance Benefits.

   ¡ Termination By The Company Without Cause or for Good Reason, Death or Disability. If your employment by the Company is terminated by the Company without Cause (as defined below), or if you voluntarily terminate your employment for Good Reason (as defined below), and if you provide the Company with a signed customary and reasonable general release of all claims against the Company and its affiliates in a form acceptable to the Company, the Company shall provide you with continuation of your base salary for a period of twelve (12) months after your termination date at the rate in effect immediately prior to your termination of employment, less applicable withholdings and payment of an amount equal to the lesser of (a) your prior year’s bonus and (b) your prior year’s target bonus, both payable in twelve (12) substantially equal installments pursuant to the Company’s normal and customary payroll procedures; provided, however, that for your first year of employment, your prior year’s bonus and your prior year’s target bonus shall both be deemed to be your first year’s target bonus; provided further, however, that to the extent required to comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), if you are deemed to be a “specified employee” for purposes of Section 409A(a)(2)(B) of the Code, you agree that the installments due to you under this paragraph in connection with a termination of your employment that would otherwise have been payable at any time during the six-month period immediately following such termination of employment shall not be paid prior to, and shall instead be payable in a lump sum as soon as practicable following, the expiration of such six-month period. In the event of your death or disability, upon provision to the Company of a signed general release of all claims against the Company and its affiliates in a form acceptable to the Company, you (or your estate) will receive the severance benefits described in this paragraph.

   ¡ Change in Control Benefits. If your employment by the Company is terminated by the Company without Cause, or if you voluntarily terminate your employment for Good Reason, or if you die or become disabled, in each case within the three (3) month period immediately prior to or the twelve (12) month period commencing on a Change in Control (as defined below), and if you provide the Company with a signed customary and reasonable general release of all claims against the Company and its affiliates in a form acceptable to the Company, then in lieu of the severance benefits described in the preceding paragraph, the Company shall provide you (or your estate) with continuation of your base salary for a period of twenty-four (24) months after your termination date at the rate in effect immediately prior to your termination of employment, less applicable withholdings, and payment of an amount equal to 200% of the lesser of (a) your prior year’s bonus and (b) your prior year’s target bonus, both payable in twenty-four (24) substantially equal installments pursuant to the Company’s normal and customary payroll procedures; provided, however, that for your first year of employment, your prior year’s bonus and your prior year’s target bonus shall both be deemed to be your first year’s target bonus; provided further, however, that to the extent required to comply with

3

Section 409A of the Code, if you are deemed to be a “specified employee” for purposes of Section 409A(a)(2)(B) of the Code, you agree that the installments due to you under this paragraph in connection with a termination of your employment that would otherwise have been payable at any time during the six-month period immediately following such termination of employment shall not be paid prior to, and shall instead be payable in a lump sum as soon as practicable following, the expiration of such six-month period. Finally, your then outstanding options shall immediately accelerate and become vested and exercisable for that number of shares subject thereto with respect to which such options would have become vested and exercisable over the succeeding twelve (12) month period based solely on the passage of time and your performance of services (i.e., you will receive twelve (12) month accelerated vesting on your time vesting options).

   ¡ Gross-Up Payment. Prior to the Company becoming listed on an established stock exchange or national market system, Kohlberg Kravis & Roberts Co., L.P. and Silver Lake Partners, LLC (the “Sponsors”) shall use commercially reasonable efforts to obtain shareholder approval for any payments that would otherwise result in an excise tax liability under Section 4999 of the Code following your timely, written request therefore. In the event the Company becomes listed on any established stock exchange or a national market system, the Board shall negotiate in good faith with you regarding whether to amend this Agreement to provide for a payment to offset any excise taxes imposed by Section 4999 of the Code.

   ¡ Termination By The Company With Cause Or Termination By You. If your employment by the Company is terminated by the Company with Cause, or if you voluntarily terminate your employment with the Company (other than for Good Reason), you shall not be entitled to any severance pay, severance benefits, or any compensation or benefits from the Company whatsoever, other than as required under applicable law.

   ¡ Definitions.

     • Cause. For purposes of this Agreement, “Cause” shall mean (A) your willful refusal to perform in any material respect your duties or responsibilities for the Company or its affiliates or willful disregard in any material respect of any financial or other budgetary limitations established in good faith by the Board; or (B) your material breach of any provision of this Agreement that is not cured upon ten (10) days notice thereof; or (C) the engaging by you in conduct that causes material and demonstrable injury, monetarily or otherwise, to the Company or any affiliates, including, but not limited to, misappropriation or conversion of assets of the Company or any affiliates (other than non-material assets); or (D) your engagement in an act of moral turpitude or conviction of or entry of a plea of nolo contendere to a felony.

     • Change in Control. For purposes of this Agreement, “Change in Control” shall mean (i) the sale of all or substantially all of the assets of the Company and its subsidiaries, taken as a whole to a person who is not an affiliate of the Company or the Sponsors; (ii) a sale by the Sponsors or any of their respective affiliates resulting in more than fifty percent (50%) of the voting shares of the Company being held by a

4

person or related group of persons that does not include the Sponsors or any of their respective affiliates or (iii) a merger or consolidation of the Company into another person which is not an affiliate of the Company or the Sponsors, if and only if as a result of such merger or consolidation the Sponsors lose the ability to elect a majority of the Board (or the resulting entity).

     • Good Reason. For purposes of this Agreement, the term “Good Reason” shall mean any of the following: (A) a reduction in your base salary (other than as part of a broad salary reduction program instituted because the Company or its affiliates is in financial distress); (B) a substantial reduction in your duties and responsibilities; (C) the elimination or reduction of your eligibility to participate in the Company’s benefit programs that is inconsistent with the eligibility of executive employees of the Company to participate therein; (D) the Company informs you of its intention to transfer your primary workplace to a location that is more than 50 miles from your workplace as set forth herein; (E) the Company’s material breach of this Agreement that is not cured within sixty (60) days written notice thereof; and (F) any serious chronic mental or physical illness of a member of your family that requires you to terminate your employment because of substantial interference with your duties at the Company; provided, that at the Company’s request you shall provide the Company with a written physician’s statement confirming the existence of such mental or physical illness.

     • Entire Agreement. This Agreement and the documents referenced herein (including, without limitation, the equity-related documents) constitute the complete, final and exclusive embodiment of the entire agreement between you and the Company with respect to the terms and conditions of your employment specified herein. This Agreement supersedes any other such promises, warranties, representations or agreements. This Agreement may not be amended or modified except by a written instrument signed by you and an authorized representative of the Board.

     • Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of California without regard to the conflicts of law provisions thereof.

     • Dispute Resolution. To ensure the timely and economical resolution of disputes that arise in connection with your employment with the Company, you and the Company agree that any and all disputes, claims, or causes of action arising from or relating to the enforcement, breach, performance or interpretation of this Agreement, your employment, or the termination of your employment, shall be resolved to the fullest extent permitted by law by final, binding and confidential arbitration, by a single arbitrator, in Santa Clara County, California, conducted by Judicial Arbitration and Mediation Services, Inc. (“JAMS”) under the applicable JAMS employment rules. By agreeing to this arbitration procedure, both you and the Company waive the right to resolve any such dispute through a trial by jury or judge or administrative proceeding. The arbitrator shall: (a) have the authority to compel adequate discovery for the resolution of the dispute and to award such relief as would otherwise be permitted by law; and (b) issue a written arbitration decision, to include the arbitrator’s essential findings and conclusions and a statement of the award. The arbitrator shall be authorized to award any or all remedies that you or the Company would be entitled to seek in a court of law.

5

The Company shall pay all JAMS’ arbitration fees in excess of the amount of court fees that would be required if the dispute were decided in a court of law. Nothing in this Agreement is intended to prevent either you or the Company from obtaining injunctive relief in court to prevent irreparable harm pending the conclusion of any such arbitration. Notwithstanding the foregoing, you and the Company each have the right to resolve any issue or dispute over intellectual property rights by Court action instead of arbitration.

     As required by law, this Agreement is subject to satisfactory proof of your right to work in the United States. This Agreement and your employment by the Company are also conditioned on the Company completing, to its satisfaction, a review of your personal and/or business references as well as a background check.

     We are looking forward to a long and fruitful working relationship with you. If you choose to accept this Agreement under the terms described above, please acknowledge your acceptance of our offer by returning a signed copy of this letter to our attention.

Sincerely,

/s/ Adam Clammer

Adam Clammer
Kohlberg Kravis Roberts & Co.

/s/ Ken Hao

Ken Hao
Silver Lake Partners

Agreed and Accepted this 28 day of March, 2006

/s/ Hock E. Tan

Hock E. Tan

6

EX-10.27 65 f23597orexv10w27.htm EXHIBIT 10.27

EXHIBIT 10.27

June 12, 2006

Ms. Mercedes Johnson
SVP, Finance and CFO
Avago Technologies Limited
350 West Trimble Road
San Jose, California 95131

Re: Severance Benefits Agreement

Dear Mercedes,

     This letter constitutes the Severance Benefits Agreement (the “Agreement”) between you and Avago Technologies Limited (the “Company”). Please confirm your acceptance of these terms by returning a signed copy of this Agreement to me.

Severance Benefits

Termination without Cause, with Good Reason or Because of Death or Disability. If your employment by the Company and its subsidiaries is terminated by the Company or its subsidiaries without Cause (as defined below), or if you voluntarily terminate your employment for Good Reason (as defined below), and if you provide the Company with a signed customary and reasonable general release of all claims against the Company and its affiliates in a form acceptable to the Company, the Company or one of its subsidiaries shall provide you with continuation of your base salary for a period of six (6) months after your termination date at the rate in effect immediately prior to your termination of employment, less applicable withholdings and payment of an amount equal to fifty percent (50%) of the lesser of (a) your prior year’s bonus or (b) your prior year’s target bonus, both payable in six (6) substantially equal installments pursuant to the Company or its subsidiary’s normal and customary payroll procedures; provided, however, that for your first year of employment, your prior year’s bonus and your prior year’s target bonus shall both be deemed to be your first year’s target bonus; provided further, however, that to the extent required to comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), if you are deemed to be a “specified employee” for purposes of Section 409A(a)(2)(B) of the Code, you agree that the installments due to you under this paragraph in connection with a termination of your employment that would otherwise have been payable at any time during the six-month period immediately following such termination of employment shall not be paid prior to, and shall instead be payable in a lump sum as soon as practicable following, the expiration of such six-month period. The Company or one of its subsidiaries shall also pay the group health, dental and vision plan continuation coverage premiums for you and, if relevant, your covered dependents’ COBRA for the lesser of (i) six (6) months from the date of your termination of employment, or (ii) the date upon which you and your covered dependents are covered by similar plans of a new employer. In the event of your death or disability, upon provision to the Company of a signed general release of all claims against the Company and its affiliates in a form acceptable to the Company, you (or your estate) will receive the severance benefits described in this paragraph.

Terminations in Connection with a Change in Control. If your employment by the Company and its subsidiaries is terminated by the Company or its subsidiaries without Cause, or if you

voluntarily terminate your employment for Good Reason, or if you die or become disabled, in each case within the three (3) month period immediately prior to or the twelve (12) month period commencing on a Change in Control (as defined below), and if you provide the Company with a signed customary and reasonable general release of all claims against the Company and its affiliates in a form acceptable to the Company, then in lieu of the severance benefits described in the preceding paragraph, the Company or one of its subsidiaries shall provide you (or your estate) with continuation of your base salary for a period of twelve (12) months after your termination date at the rate in effect immediately prior to your termination of employment, less applicable withholdings, and payment of an amount equal to the lesser of (a) your prior year’s bonus and (b) your prior year’s target bonus, both payable in twelve (12) substantially equal installments pursuant to the Company or such subsidiary’s normal and customary payroll procedures; provided, however, that for your first year of employment, your prior year’s bonus and your prior year’s target bonus shall both be deemed to be your first year’s target bonus; provided further, however, that to the extent required to comply with Section 409A of the Code, if you are deemed to be a “specified employee” for purposes of Section 409A(a)(2)(B) of the Code, you agree that the installments due to you under this paragraph in connection with a termination of your employment that would otherwise have been payable at any time during the six-month period immediately following such termination of employment shall not be paid prior to, and shall instead be payable in a lump sum as soon as practicable following, the expiration of such six-month period. The Company or one of its subsidiaries shall also pay the group health, dental and vision plan continuation coverage premiums for you and, if relevant, your covered dependents’ COBRA for the lesser of (i) twelve (12) months from the date of your termination of employment, or (ii) the date upon which you and your covered dependents are covered by similar plans of a new employer. Finally, if not otherwise provided for in the relevant plan or option agreement (in which case the relevant plan or option agreement terms shall apply), your then outstanding options shall immediately accelerate and become vested and exercisable for that number of shares subject thereto with respect to which such options would have become vested and exercisable over the succeeding twelve (12) month period based solely on the passage of time and your performance of services (i.e., you will receive twelve (12) month accelerated vesting on your time vesting options).

Gross-Up Payment. Prior to the Company becoming listed on an established stock exchange or national market system, Kohlberg Kravis & Roberts Co., L.P. and Silver Lake Partners, LLC (the “Sponsors”) shall use commercially reasonable efforts to obtain shareholder approval for any payments that would otherwise result in an excise tax liability under Section 4999 of the Code following your timely, written request therefor. In the event the Company becomes listed on any established stock exchange or a national market system, the Board shall negotiate in good faith with you regarding whether to amend this Agreement to provide for a payment to offset any excise taxes imposed by Section 4999 of the Code.

Termination by the Company with Cause or Termination by You. If your employment by the Company and its subsidiaries is terminated by the Company or its subsidiaries with Cause, or if you voluntarily terminate your employment with the Company and its subsidiaries (other than for Good Reason), you shall not be entitled to any severance pay, severance benefits, or any compensation or benefits from the Company or its subsidiaries whatsoever, other than as required under applicable law.

Definitions

Cause. For purposes of this Agreement, “Cause” shall mean (A) your willful refusal to perform in any material respect your duties or responsibilities for the Company or its affiliates or willful disregard in any material respect of any financial or other budgetary limitations established in good faith by the Board or chief executive officer; or (B) your material breach of any provision of this Agreement that is not cured upon ten (10) days notice thereof; or (C) the engaging by you in conduct that causes material and demonstrable injury, monetarily or otherwise, to the Company or any affiliates, including, but not limited to, misappropriation or conversion of assets of the Company or any affiliates (other than non-material assets); or (D) your engagement in an act of moral turpitude or conviction of or entry of a plea of nolo contendere to a felony.

Change in Control. For purposes of this Agreement, “Change in Control” shall mean (i) the sale of all or substantially all of the assets of the Company and its subsidiaries, taken as a whole to a person who is not an affiliate of the Company or the Sponsors; (ii) a sale by the Sponsors or any of their respective affiliates resulting in more than fifty percent (50%) of the voting shares of the Company being held by a person or related group of persons that does not include the Sponsors or any of their respective affiliates or (iii) a merger or consolidation of the Company into another person which is not an affiliate of the Company or the Sponsors, if and only if as a result of such merger or consolidation the Sponsors lose the ability to elect a majority of the Board (or the resulting entity).

Good Reason. For purposes of this Agreement, the term “Good Reason” shall mean any of the following: (A) a reduction in your base salary (other than as part of a broad salary reduction program instituted because the Company or its affiliates is in financial distress); (B) a substantial reduction in your duties and responsibilities; (C) the elimination or reduction of your eligibility to participate in the Company or its subsidiaries’ benefit programs that is inconsistent with the eligibility of executive employees of the Company and its subsidiaries to participate therein; (D) the Company or one of its subsidiaries informs you of its intention to transfer your primary workplace to a location that is more than 50 miles from your workplace as set forth herein; (E) the Company’s material breach of this Agreement that is not cured within sixty (60) days written notice thereof; and (F) any serious chronic mental or physical illness of a member of your family that requires you to terminate your employment because of substantial interference with your duties at the Company and its subsidiaries; provided, that at the Company’s request you shall provide the Company with a written physician’s statement confirming the existence of such mental or physical illness.

Entire Agreement

This Agreement and the documents referenced herein (including, without limitation, the equity-related documents) constitute the complete, final and exclusive embodiment of the entire agreement between you and the Company and its subsidiaries with respect to severance benefits payable to you upon your termination of employment with the Company and its subsidiaries. This Agreement supersedes any other such promises, warranties, representations, plans or agreements. This Agreement may not be amended or modified except by a written instrument signed by you and an authorized representative of the Board or the Company’s chief executive officer.

Governing Law

This Agreement will be governed by and construed in accordance with the laws of the State of California without regard to the conflicts of law provisions thereof.

Dispute Resolution

To ensure the timely and economical resolution of disputes that arise in connection with your employment with the Company and its subsidiaries, you and the Company agree that any and all disputes, claims, or causes of action arising from or relating to the enforcement, breach, performance or interpretation of this Agreement, your employment, or the termination of your employment, shall be resolved to the fullest extent permitted by law by final, binding and confidential arbitration, by a single arbitrator, in Santa Clara County, California, conducted by Judicial Arbitration and Mediation Services, Inc. (“JAMS”) under the applicable JAMS employment rules. By agreeing to this arbitration procedure, both you and the Company waive the right to resolve any such dispute through a trial by jury or judge or administrative proceeding. The arbitrator shall: (a) have the authority to compel adequate discovery for the resolution of the dispute and to award such relief as would otherwise be permitted by law; and (b) issue a written arbitration decision, to include the arbitrator’s essential findings and conclusions and a statement of the award. The arbitrator shall be authorized to award any or all remedies that you or the Company would be entitled to seek in a court of law. The Company shall pay all JAMS’ arbitration fees in excess of the amount of court fees that would be required if the dispute were decided in a court of law. Nothing in this Agreement is intended to prevent either you or the Company from obtaining injunctive relief in court to prevent irreparable harm pending the conclusion of any such arbitration. Notwithstanding the foregoing, you and the Company each have the right to resolve any issue or dispute over intellectual property rights by Court action instead of arbitration.

If you choose to accept this Agreement under the terms described above, please return a signed copy of this letter to my attention.

Sincerely,

/s/ Hock E. Tan

Hock E. Tan
President and Chief Executive Officer
Avago Technologies Limited

Agreed and accepted this 14 day of June, 2006

/s/ Mercedes Johnson

Mercedes Johnson

EX-10.28 66 f23597orexv10w28.htm EXHIBIT 10.28

Exhibit 10.28

INDEMNITY AGREEMENT

     This Agreement is made and entered into as of this                      day of                     , 20 ___ by and between Avago Technologies Limited, a public company limited by shares organized under the laws of the Republic of Singapore (the “Company”), and                      (“Agent”).

Recitals

     Whereas, Agent performs a valuable service to the Company in his or her capacity as                                                             ;

     Whereas, the members of the Company have adopted a Memorandum and Articles of Association (the “Articles”) providing for the indemnification of the Company’s directors, auditors, secretary and other officers, including persons serving at the Company’s request in such capacities with other companies or enterprises, as authorized by the Singapore Companies Act, as amended (the “Act”);

     Whereas, the Articles and the Act, by their non-exclusive nature, permit contracts between the Company and its directors, auditors, secretary and other officers with respect to indemnification of such persons; and

     Whereas, in order to induce Agent to continue to serve as                     , the Company has determined and agreed to enter into this Agreement with Agent;

     Now, Therefore, in consideration of Agent’s continued service as                      after the date hereof, the parties hereto agree as follows:

Agreement

     1. Services to the Company. Agent will serve, at the will of the Company or under separate contract, if any such contract exists, as                      of the Company or as a director, officer or other fiduciary of a Company affiliate (including any employee benefit plan of the Company) faithfully and to the best of his or her ability so long as he or she is duly elected and qualified in accordance with the provisions of the Articles or other applicable charter documents of the Company or such affiliate; provided, however, that Agent may at any time and for any reason resign from such position (subject to any contractual obligation Agent may have assumed apart from this Agreement), and that the Company or any affiliate shall have no obligation under this Agreement to continue Agent in any such position.

     2. Indemnity of Agent. Subject to, and to the maximum extent permitted by the Articles, the Act or other applicable mandatory law, the Company hereby agrees to hold harmless and indemnify Agent from and against all matters of whatsoever nature and howsoever arising by reason of or in connection with Agent’s provision of services under clause 1 above.

     3. Additional Indemnity. In addition to and not in limitation of the indemnification otherwise provided for herein, and subject only to the exclusions set forth in Section 4 hereof, the Company hereby further agrees to hold harmless and indemnify Agent:

          (a) against any and all expenses (including attorneys’ fees), witness fees, damages, judgments, fines and amounts paid in settlement and any other amounts that Agent becomes legally obligated to pay because of any claim or claims made against or by him or her in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, arbitrational,

1

administrative or investigative (including an action by or in the right of the Company) to which Agent is, was or at any time becomes a party, or is threatened to be made a party, by reason of the fact that Agent is, was or at any time becomes a director, auditor, secretary, other officer or agent of the Company, or is or was serving or at any time serves at the Company’s request as a director, officer, employee or other agent of another company, partnership, joint venture, trust, employee benefit plan or other enterprise; and

          (b) otherwise to the fullest extent as the Company may provide to Agent under Section 151 of the Articles.

     4. Limitations on Indemnity. The Company will not provide indemnity pursuant to Sections 3 and 5 hereof:

          (a) on account of any claim against Agent solely for an accounting of profits made from the purchase or sale by Agent of securities of the Company pursuant to the provisions of Section 16(b) of the United States Securities Exchange Act of 1934 and amendments thereto or similar provisions of any United States federal, state or local statutory law;

          (b) on account of Agent’s conduct that is established by a final judgment as knowingly fraudulent or deliberately dishonest or that constituted willful misconduct;

          (c) in respect of any liability that cannot be indemnified by reason of section 172 of the Act;

          (d) on account of Agent’s conduct that is established by a final judgment as constituting a breach of Agent’s duty of loyalty to the Company or resulting in any personal profit or advantage to which Agent was not legally entitled;

          (e) for which payment is actually made to Agent under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, article or agreement, except in respect of any excess beyond payment under such insurance, clause, article or agreement;

          (f) if indemnification is not lawful (and, in this respect, both the Company and Agent have been advised that the United States Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication); or

          (g) in connection with any proceeding (or part thereof) initiated by Agent, or any proceeding by Agent against the Company or its directors, officers, employees or other agents, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board of Directors of the Company, (iii) such indemnification is provided by the Company, in its sole discretion, pursuant to the powers vested in the Company under the Act, or (iv) the proceeding is initiated pursuant to Section 9 hereof.

     5. Continuation of Indemnity. All agreements and obligations of the Company contained herein shall continue during the period Agent is a director, officer, employee or other agent of the Company (or is or was serving at the request of the Company as a director, officer, employee or other agent of another company, partnership, joint venture, trust, employee benefit plan or other enterprise) and shall continue thereafter so long as Agent shall be subject to any possible claim or threatened, pending or completed action, suit or proceeding, whether civil, criminal, arbitrational, administrative or investigative, by reason of the fact that Agent was serving in the capacity referred to herein.

2

     6. Partial Indemnification. Subject to the exclusions in clause 4 hereof, Agent shall be entitled under this Agreement to indemnification by the Company for a portion of the expenses (including attorneys’ fees), witness fees, damages, judgments, fines and amounts paid in settlement and any other amounts that Agent becomes legally obligated to pay in connection with any action, suit or proceeding referred to in Section 3 hereof even if not entitled hereunder to indemnification for the total amount thereof, and the Company shall indemnify Agent for the portion thereof to which Agent is entitled.

     7. Notification and Defense of Claim. Not later than thirty (30) days after Agent’s receipt of notice of the commencement of any action, suit or proceeding with respect to which Agent may make a claim in respect thereof against the Company under this Agreement, Agent will notify the Company of the commencement thereof; but any omission to so notify the Company will not relieve the Company of any liability it may have to Agent under this Agreement except to the extent, and only to the extent, it can be shown that Agent’s failure to timely notify directly caused damage to Agent or the Company in such proceeding. Further, no such failure to notify shall relieve the Company of any liability it may have to Agent otherwise than under this Agreement.

     With respect to any such action, suit or proceeding for which Agent provides notice to the Company of the commencement thereof:

          (a) the Company will be entitled to participate therein at its own expense;

          (b) except as otherwise provided below, the Company may, at its option and jointly with any other indemnifying party similarly notified and electing to assume such defense, assume the defense thereof, with counsel reasonably satisfactory to Agent. After notice from the Company to Agent of its election to assume the defense thereof, the Company will not be liable to Agent under this Agreement for any legal or other expenses subsequently incurred by Agent in connection with the defense thereof, except for reasonable costs of investigation or otherwise as provided below. Agent shall have the right to employ separate counsel in such action, suit or proceeding, but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of Agent unless (i) the Company authorizes Agent’s employment of separate counsel, (ii) Agent reasonably concludes, and so notifies the Company, that there is an actual conflict of interest between the Company and Agent in the conduct of the defense of such action, or (iii) the Company shall not in fact have employed counsel to assume the defense of such action, in each of which cases the fees and expenses of Agent’s separate counsel shall be at the Company’s expense. The Company shall not be entitled to assume the defense of any action, suit or proceeding brought by or on behalf of the Company or as to which Agent shall have made the conclusion provided for in clause (ii) above; and

          (c) the Company shall not be liable to indemnify Agent under this Agreement for any amounts paid in settlement of any action or claim effected without its written consent, which shall not be unreasonably withheld. The Company shall be permitted to settle any action in its discretion, except that it shall not settle any action or claim in any manner which would impose any penalty or limitation on Agent without Agent’s written consent, which may be given or withheld in Agent’s sole discretion.

          (d) nothing in this section 7 shall entitle Agent to any indemnification, reimbursement or payment other than in accordance with section 172 of the Act and applicable mandatory law.

     8. Enforcement. Any right to indemnification or advances granted by this Agreement to Agent shall be enforceable by or on behalf of Agent in any court of competent jurisdiction if (i) the claim for indemnification or advances is denied, in whole or in part, or (ii) no disposition of such claim is made within ninety (90) days of request therefor. Agent, in such enforcement action, if successful in whole or

3

in part, shall be entitled to be paid also the expense of prosecuting his or her claim. It shall be a defense to any action for which a claim for indemnification is made under Section 3 or 5 hereof that Agent is not entitled to indemnification because of the limitations set forth in Section 4 hereof. Neither the failure of the Company (including its Board of Directors or its members) to have made a determination prior to the commencement of such enforcement action that indemnification of Agent is proper in the circumstances, nor an actual determination by the Company (including its Board of Directors or its members) that such indemnification is improper shall be a defense to the action or create a presumption that Agent is not entitled to indemnification under this Agreement or otherwise.

     9. Subrogation. In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Agent, who shall execute all documents required and shall do all acts that may be necessary to secure such rights and to enable the Company effectively to bring suit to enforce such rights.

     10. Non-Exclusivity of Rights. The rights conferred on Agent by this Agreement shall not be exclusive of any other right which Agent may have or hereafter acquire under any statute, provision of the Company’s Memorandum and Articles of Association, agreement, vote of members or directors, or otherwise, both as to action in his official capacity and as to action in another capacity while holding office.

     11. Survival of Rights.

          (a) The rights conferred on Agent by this Agreement shall continue after Agent has ceased to be a director, officer, employee or other agent of the Company or to serve at the request of the Company as a director, officer, employee or other agent of another company, partnership, joint venture, trust, employee benefit plan or other enterprise, and shall inure to the benefit of Agent’s heirs, executors and administrators.

          (b) The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place.

     12. Separability. Each of the provisions of this Agreement is a separate and distinct agreement and independent of the others, so that if any provision hereof shall be held to be invalid for any reason, such invalidity or unenforceability shall not affect the validity or enforceability of the other provisions hereof. Furthermore, if this Agreement shall be invalidated in its entirety on any ground, then the Company shall nevertheless indemnify Agent to the fullest extent provided by the Articles, the Act or any other applicable law.

     13. Governing Law. This Agreement shall be interpreted and enforced in accordance with the laws of the Republic of Singapore.

     14. Amendment and Termination. No amendment, modification, termination or cancellation of this Agreement shall be effective unless in writing signed by both parties hereto.

     15. Identical Counterparts. This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall constitute but one and the same Agreement. Only one such counterpart need be produced to evidence the existence of this Agreement.

4

     16. Headings. The headings of the sections of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction hereof.

     17. Notices. All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given (i) upon delivery if delivered by hand to the party to whom such communication was directed or (ii) upon the third business day after the date on which such communication was mailed if mailed by certified or registered mail with postage prepaid:

          (a) If to Agent, at the address indicated on the signature page hereof.

          (b) If to the Company, to:

Avago Technologies Limited
c/o Avago Technologies U.S. Inc.
350 West Trimble Road
Building 90
San Jose, CA 95131
Attention: SVP and General Counsel

or

No. 1 Yishun Avenue 7
Singapore 768923

or to such other address as the Company may have furnished to Agent.

5

     In Witness Whereof, the parties hereto have executed this Agreement on and as of the day and year first above written.

Avago Technologies Limited

By:

Title:

Agent

Address:

6

EX-10.29 67 f23597orexv10w29.htm EXHIBIT 10.29

Exhibit-10.29

EXECUTION COPY

AMENDED AND RESTATED SHAREHOLDER AGREEMENT

among

Avago Technologies Limited,

Silver Lake Partners II Cayman, L.P.,

Silver Lake Technology Investors II Cayman, L.P.

Integral Capital Partners VII, L.P.

KKR Millennium Fund (Overseas), Limited Partnership,

KKR European Fund, Limited Partnership,

KKR European Fund II, Limited Partnership,

KKR Partners (International), Limited Partnership,

Capstone Equity Investors LLC,

Avago Investment Partners, Limited Partnership,

Bali Investments S.à r.l.,

Seletar Investments Pte. Ltd.,

Geyser Investment Pte Ltd and

certain other Persons

Dated as of February 3, 2006

TABLE OF CONTENTS

				Page
1.	AMENDMENT AND RESTATEMENT; EFFECTIVE DATE				2
2.	VOTING AGREEMENT				3
	2.1	Board of Directors			3
		2.1.1.	Board Size		3
		2.1.2.	Designation of Directors		3
		2.1.3.	Board Observer		3
		2.1.4.	Sell-Down Provisions		3
	2.2	Removal and Replacement; Vacancies			4
		2.2.1.	Removal and Replacement; Vacancies Generally		4
		2.2.2.	Vacancies upon a Reduction in a Sponsor’s Ownership Percentage		5
	2.3	Directors of Subsidiaries			5
	2.4	Committees			5
		2.4.1.	Composition		5
		2.4.2.	Authority		6
	2.5	Actions Requiring Majority Sponsor Approval			6
		2.5.1.	Composition of the Board		6
		2.5.2.	Memorandum or Articles		6
		2.5.3.	Change in Control		6
		2.5.4.	Certain Dispositions		6
		2.5.5.	Certain Acquisitions		6
		2.5.6.	Certain Joint Ventures and Business Alliances		7
		2.5.7.	Initial Public Offering		7
		2.5.8.	Equity Issuances		7
		2.5.9.	Certain Indebtedness		7
		2.5.10.	Dissolution; Liquidation; Reorganization; Bankruptcy		7
		2.5.11.	Transactions Outside of the Ordinary Course of Business		7
		2.5.12.	Executive Officers		8
		2.5.13.	Executive Compensation		8
		2.5.14.	Litigation		8
		2.5.15.	Dividends; Distributions; Repurchase of Securities		8
		2.5.16.	Affiliated Transactions		8
		2.5.17.	Annual Budgets		9
		2.5.18.	Nature of Business		9
		2.5.19.	Financial Auditors		9
		2.5.20.	Management Shareholder Agreement; Capstone Shareholder Agreement		9
	2.6	Disproportionate Effects on Co-Investors			9
	2.7	Further Assurances by all Shareholders			9
		2.7.1.	Board of Directors Provisions		9
		2.7.2.	Approved Change in Control		9
	2.8	Actions in Contravention			10
	2.9	Period			10

- i -

				Page
3.	TRANSFER RESTRICTIONS				10
	3.1	General Transfer Restrictions			10
	3.2	Allowed Transfers			10
		3.2.1.	Permitted Transferees		10
		3.2.2.	Public Transfers		10
		3.2.3.	Distributions and Charitable Contributions		11
		3.2.4.	Participation in Drag-Along and Tag-Along		11
		3.2.5.	Transfers by Co-Investors		11
		3.2.6.	Other Private Transfers		11
		3.2.7.	Luxco and Avago Partners Distributions		12
	3.3	Certain Transferees to Become Parties			12
	3.4	Restrictions on Public Transfers under Rule 144			12
	3.5	Impermissible Transfer			13
	3.6	Notice of Transfer			13
	3.7	Period			13
4.	“TAG ALONG” AND “DRAG ALONG” RIGHTS; RIGHT OF FIRST REFUSAL				13
	4.1	Tag Along			13
		4.1.1.	Notice		13
		4.1.2.	Exercise		14
		4.1.3.	Irrevocable Offer		14
		4.1.4.	Reduction of Shares Sold		14
		4.1.5.	Additional Compliance		15
		4.1.6.	Actions with Respect to Tag Along		15
	4.2	Drag Along			15
		4.2.1.	Exercise		16
		4.2.2.	Drag Along Seller Exclusions		16
	4.3	Right of First Refusal			17
		4.3.1.	Notice		17
		4.3.2.	Exercise		17
		4.3.3.	Irrevocable Offer		18
		4.3.4.	Acceptance of Offers		18
		4.3.5.	Additional Compliance		19
		4.3.6.	Determination of the Number of Subject Shares to be Sold		19
		4.3.7.	Actions with respect to Rights of First Refusal		20
		4.3.8.	Company Assignment of Rights		20
	4.4	Miscellaneous			20
		4.4.1.	Further Assurances		20
		4.4.2.	Sale Process		21
		4.4.3.	Treatment of Options, Warrants and Convertible Securities		21
		4.4.4.	Closing		22
	4.5	Period			22
5.	PARTICIPATION RIGHTS				22
	5.1	Right of Participation			22
		5.1.1.	Offer		22

- ii -

				Page
		5.1.2.	Exercise		23
		5.1.3.	Other Securities		24
		5.1.4.	Certain Legal Requirements		24
		5.1.5.	Further Assurances		25
		5.1.6.	Closing		25
	5.2	Post-Issuance Notice			25
	5.3	Excluded Transactions			26
	5.4	Acquired Shares			27
	5.5	Period			27
	5.6	Actions with respect to Participation Rights			27
6.	COVENANTS				27
	6.1	Information Rights			27
		6.1.1.	Historical Financial Information		27
		6.1.2.	Tax Information		28
		6.1.3.	Access		28
		6.1.4.	Period		28
	6.2	Confidentiality			28
7.	REMEDIES				30
	7.1	Generally			30
8.	LEGENDS				30
	8.1	Restrictive Legend			30
	8.2	Securities Act Legend			30
	8.3	Stop Transfer Instruction			31
	8.4	Termination of the Securities Act Legend			31
9.	AMENDMENT, TERMINATION, ETC				31
	9.1	Oral Modifications			31
	9.2	Written Modifications			31
	9.3	Effect of Termination			31
10.	DEFINITIONS				31
	10.1	Certain Matters of Construction			31
	10.2	Definitions			32
11.	MISCELLANEOUS				40
	11.1	Aggregation of Shares			40
	11.2	Authority; Effect			40
	11.3	Notices			40
	11.4	Binding Effect, Etc			46
	11.5	Descriptive Heading			46
	11.6	Counterparts			46
	11.7	Severability			46
	11.8	No Recourse			47
	11.9	Expenses; Indemnity			47

- iii -

			Page
	11.10	No Third Party Beneficiaries		48
	11.11	Consent of Shareholders to Advisory Agreement		48
12.	GOVERNING LAW			48
	12.1	Governing Law		48
	12.2	Consent to Jurisdiction		48
	12.3	WAIVER OF JURY TRIAL		49
	12.4	Exercise of Rights and Remedies		49

- iv -

AMENDED AND RESTATED SHAREHOLDER AGREEMENT

     This Amended and Restated Shareholder Agreement (this “Agreement”) is made as of February 3, 2006 by and among:

(i)	Avago Technologies Limited, a public limited company organized under the laws of Singapore (together with its successors and permitted assigns, the “Company”);
(ii)	Bali Investments S.à r.l., a company organized under the laws of Luxembourg (together with its Permitted Transferees, “Luxco”);
(iii)	Silver Lake Partners II Cayman, L.P. (“SLP Cayman”), Silver Lake Technology Investors II Cayman, L.P. (together with SLP Cayman and, together with their Permitted Transferees, “Silver Lake”) and Integral Capital Partners VII, L.P. (together with its Permitted Transferees, “Integral Capital”) (collectively with Silver Lake and together with their Permitted Transferees, “SLP”);
(iv)	KKR Millennium Fund (Overseas), Limited Partnership (“KKR Millennium”), KKR European Fund, Limited Partnership (“KKR Europe”), KKR European Fund II, Limited Partnership (“KKR Europe II”), and KKR Partners (International), Limited Partnership (collectively, and together with their Permitted Transferees, “KKR”);
(v)	Capstone Equity Investors LLC, a Delaware limited liability company (together with its Permitted Transferees, “Capstone”);
(vi)	Avago Investment Partners, Limited Partnership, a limited partnership formed under the Exempt Limited Partnership Law (2003 Revision) of the Cayman Islands (together with its Permitted Transferees, “Avago Partners”);
(vii)	Seletar Investments Pte. Ltd., a private limited company organized under the laws of Singapore (together with its Permitted Transferees, “Temasek”);
(viii)	Geyser Investment Pte Ltd, a private limited company organized under the laws of Singapore (together with its Permitted Transferees, “Geyser”); and
(ix)	such other Persons, if any, that from time to time become parties hereto as transferees of Shares pursuant to Section 3.3 (collectively, together with the Sponsors, the “Shareholders”).

RECITALS

     WHEREAS, the Company and the Sponsors other than Capstone are party to that certain Shareholder Agreement (the “Original Agreement”), dated December 1, 2005 (the “Original Agreement Effective Date”), and desire to amend and restate the Original Agreement in its entirety to read as set forth herein.

     WHEREAS, in connection herewith and with the purchase by Capstone of equity securities in Luxco, Luxco is purchasing additional Company Shares pursuant to the terms of the Luxco Securities Subscription Agreement.

     WHEREAS, in connection herewith Capstone shall receive an Option exercisable for Company Shares (the “Capstone Option”). With respect to Company Shares purchased by Capstone upon exercise of the Capstone Option, Capstone will be subject to the terms of a Shareholder Agreement, dated as of the date hereof (the “Capstone Shareholder Agreement”), between the Company and Capstone.

     WHEREAS, the Company is authorized by the Company Memorandum of Association to issue capital stock consisting of 350,000,000 Ordinary Shares (the “Company Shares”) and 300,000 Redeemable Convertible Cumulative Preference Shares (the “Company Preferred”).

     WHEREAS, as of the Effective Date, Luxco is owned by SLP, KKR, Capstone and Avago Partners.

     WHEREAS, as of the Effective Date, each of the Sponsors owns the number of Company Shares set forth opposite such Sponsor’s name on Schedule I attached hereto, including in the case of SLP, KKR, Capstone and Avago Partners, their pro rata share of Company Shares owned by Luxco, based upon their ownership of Luxco equity securities.

     WHEREAS, certain managers of the Company and its Subsidiaries have purchased or may purchase Company Shares, or have received or may receive Options exercisable for Company Shares, pursuant to the Company’s Equity Incentive Plan for Executive Employees of Avago Technologies Limited and Subsidiaries (the “Management Equity Plan”). With respect to Company Shares purchased by such certain managers under the Management Equity Plan, or any Company Shares issued to such certain managers upon exercise of any Options granted under the Management Equity Plan, the holders thereof (and their permitted transferees) (collectively, the “Management Shareholders”) will be subject to the terms of a Management Shareholder Agreement, dated as of the date hereof (the “Management Shareholder Agreement”), among the Company and the Management Shareholders.

     WHEREAS, the parties hereto desire to establish the composition of the Company’s board of directors (the “Board”), to restrict the sale, assignment, transfer, encumbrance or other disposition of Company Shares, to provide for certain additional covenants and to provide for certain rights and obligations as between themselves in relation to the affairs of the Company and its Subsidiaries as hereinafter provided.

AGREEMENT

     NOW, THEREFORE, for good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the parties to this Agreement intending to be bound hereby agree as follows:

1. AMENDMENT AND RESTATEMENT; EFFECTIVE DATE. This Agreement amends and restates the Original Agreement in full to read as set forth herein, and this Agreement shall become effective as of the date first written above (the “Effective Date”).

- 2 -

2. VOTING AGREEMENT.

     2.1 Board of Directors.

     2.1.1. Board Size. The authorized number of directors of the Board shall be fixed at ten (10), or such other number as is determined from time to time pursuant to Section 2.5.1.

     2.1.2. Designation of Directors. Subject to Section 2.1.3, the following persons shall be elected to the Board:

     (a) three (3) persons designated by Silver Lake, who shall initially be James A. Davidson, Kenneth Y. Hao and John R. Joyce (the “SLP Designees”);

     (b) three (3) persons designated by KKR, one of whom shall be designated by KKR Millennium, who shall initially be Simon E. Brown, one of whom shall be designated by KKR Europe, who shall initially be Adam H. Clammer, and one of whom shall be designated by KKR Europe II, who shall initially be James H. Greene, Jr. (the “KKR Designees”);

     (c) one (1) person designated by Temasek, who shall initially be Kok Leng Soo, and who shall at all times be a person who qualifies as the Company’s Singapore resident director (the “Temasek Designee” and together with the SLP Designees and KKR Designees, the “Sponsor Designees”);

     (d) one (1) person who shall be the then current Chief Executive Officer of the Company;

     (e) two (2) persons who shall be designated by mutual agreement of Silver Lake and KKR.

     2.1.3. Board Observer. Geyser shall be entitled to designate one (1) person (the “Observer”), who shall be reasonably acceptable to the Company and shall initially be Tay Lim Hock, to attend all meetings of the Board, and the Company shall provide to the Observer, concurrently with the members of the Board and in the same manner, notice of such meetings and a copy of all materials provided to such members; provided, however, the Board, by majority vote, shall be entitled to exclude the Observer from portions of any Board meeting and to cause portions of any Board materials delivered to the Observer to be redacted where and to the extent that the Board determines that exclusion is reasonably necessary to preserve attorney-client privilege; provided, further, for the avoidance of doubt, the Observer shall be subject to the confidentiality obligations set forth in Section 6.2 hereof and Geyser shall be responsible for the Observer’s compliance therewith.

     2.1.4. Sell-Down Provisions.

     (a) In the event that Silver Lake has sold any of its Company Equity Shares or otherwise transferred any of its Company Equity Shares to an

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unaffiliated entity, or Luxco has sold any of its Company Equity Shares and distributed the proceeds to Silver Lake, and SLP (x) ceases to own at least 24% of the Outstanding Company Shares but continues to own at least 15% of the Outstanding Company Shares, Silver Lake shall no longer have the right to designate three (3) Sponsor Designees and shall have the right to designate only two (2) Sponsor Designees, (y) ceases to own at least 15% of the Outstanding Company Shares but continues to own at least 5% of the Outstanding Company Shares, Silver Lake shall no longer have the right to designate two (2) Sponsor Designees and shall have the right to designate only one (1) Sponsor Designee, and (z) ceases to own at least 5% of the Outstanding Company Shares, Silver Lake shall no longer have the right to designate any Sponsor Designees.

     (b) In the event that KKR has sold any of its Company Equity Shares or otherwise transferred any of its Company Equity Shares to an unaffiliated entity, or Luxco has sold any of its Company Equity Shares and distributed the proceeds to KKR, and KKR (x) ceases to own at least 24% of the Outstanding Company Shares but continues to own at least 15% of the Outstanding Company Shares, it shall no longer have the right to designate three (3) Sponsor Designees and shall have the right to designate only two (2) Sponsor Designees (in which case, the Board Designators (as defined below) will be KKR Millennium and KKR Europe II), (y) ceases to own at least 15% of the Outstanding Company Shares but continues to own at least 5% of the Outstanding Company Shares, it shall no longer have the right to designate two (2) Sponsor Designees and shall have the right to designate only one (1) Sponsor Designee (in which case, the Board Designator will be KKR Europe II), and (z) ceases to own at least 5% of the Outstanding Company Shares, it shall no longer have the right to designate any Sponsor Designees.

     (c) In the event that Temasek ceases to own the lesser of (x) at least 2.5% of the Outstanding Company Shares, provided that it has not sold any of its Company Equity Shares, or (y) at least 5% of the Outstanding Company Shares, it shall no longer have the right to designate the Temasek Designee.

     (d) In the event that Geyser ceases to own the lesser of (x) at least 2.5% of the Outstanding Company Shares, provided that it has not sold any of its Company Equity Shares, or (y) at least 5% of the Outstanding Company Shares, it shall no longer have the right to designate the Observer.

     2.2 Removal and Replacement; Vacancies.

     2.2.1. Removal and Replacement; Vacancies Generally. Subject to Section 2.2.2, members of the Board designated by Silver Lake, KKR Millennium, KKR Europe, KKR Europe II or Temasek (each, a “Board Designator”), as the case may be, may be removed by, and only by, the affirmative vote or written consent of such Board Designator. If, prior to his or her election to the Board, any person is unable or unwilling to serve as a Sponsor Designee, then the applicable Board Designator shall, subject to Section 2.1.3, be entitled to designate a replacement. If, following election to the Board,

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any Sponsor Designee resigns, is removed, or is unable to serve for any reason prior to the expiration of his or her term as a director, then, subject to Section 2.1.3, the applicable Board Designator shall be entitled to designate a replacement. If any Board Designator entitled to designate a person to fill any directorship fails to do so, then such directorship shall remain vacant until filled by such Board Designator.

     2.2.2. Vacancies upon a Reduction in a Sponsor’s Ownership Percentage. To the extent that, pursuant to Section 2.1.4, there is any reduction in the number of Sponsor Designees that any Board Designator is entitled to designate, then such Board Designator shall send a written notice to the Secretary of the Company stating the name of the Sponsor Designee(s) to be removed from the Board and, upon receipt of such notice by the Secretary of the Company (or, in the event such Board Designator fails to deliver such notice within ten (10) days after written request from the Company, such selection of a Sponsor Designee(s) of such Board Designator shall be made by the Company by lot), such Sponsor Designee(s) shall be deemed to have resigned from the Board, and the vacancy or vacancies created thereby (and, thereafter, any vacancies created in that particular directorship) shall be filled by a person designated by the Board acting in accordance with the Company’s nomination and governance procedures.

     2.3 Directors of Subsidiaries. The size and composition of the boards of directors of the Company’s Subsidiaries shall be as determined by the Board; provided that, if at any time any Person other than an employee of the Company or any of its Subsidiaries (other than a Person who is also an employee, partner, member, shareholder or Affiliate of any Sponsor) is appointed to the board of directors of any Subsidiary of the Company, then each Board Designator shall have the right to designate a number of members to such board of directors in the same proportion as such Board Designator has the right to designate Sponsor Designees to the Board under Section 2.1.

     2.4 Committees .

     2.4.1. Composition. The Board may from time to time designate one or more committees, each of which shall have such number of members as is determined from time to time by the Board acting in accordance with the Company’s nomination and governance procedures; provided that for so long as Silver Lake or KKR is entitled to designate one or more Sponsor Designees under Section 2.1, it shall have the right to designate one of its Sponsor Designees to serve as a member of each of the Board’s committees (and if it has more than one Sponsor Designee, it may appoint a different Sponsor Designee to different Board committees). To the extent that a Sponsor Designee is removed from the Board pursuant to Section 2.2.2, such Sponsor Designee shall be deemed to have resigned from all committees upon which such Sponsor Designee is serving. Any vacancies on the Board’s committees created thereby (and, thereafter, any vacancies created in these committee memberships) shall, subject to this Section 2.4.1 to the extent Silver Lake or KKR continues to have the right to appoint one of its Sponsor Designees to the Board’s committees, be filled by the Board acting in accordance with the Company’s nomination and governance procedures.

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     2.4.2. Authority. Each of the Board’s committees, to the extent provided in the enabling resolution of such committee, the Company Articles of Association or this Agreement, shall have and may exercise all of the authority of the Board delegated to such committee. Any such delegation may be revoked at any time by action of the Board. Notwithstanding the foregoing, no committee of the Board shall have the power to act for the Board where such action would require Majority Sponsor Approval or otherwise expressly require the vote or consent of a majority of the Board’s directors under applicable law, the Company Memorandum of Association or Company Articles of Association or this Agreement.

     2.5 Actions Requiring Majority Sponsor Approval. Except as expressly provided in this Section 2.5, Majority Sponsor Approval is required for the following actions by the Company and/or its Subsidiaries:

     2.5.1. Composition of the Board. Except as otherwise expressly provided in this Agreement, change the size or the composition of the Board or any committee of the Board or the board of directors or similar governing body of any Subsidiary; provided, however, the prior written consent of Temasek shall also be required to amend, delete or otherwise change its rights under Section 2.1.4(c); provided, further, the prior written consent of Geyser shall also be required to amend, delete or otherwise change its rights under Section 2.1.4(d).

     2.5.2. Memorandum or Articles. Amend, modify or waive any provision of the Company Memorandum of Association or Company Articles of Association (including to provide for the issuance of any class of securities not then currently held by Sponsors) or the memorandum of association, articles or association, certificate of incorporation or by-laws or similar governing document of any of the Subsidiaries, except for such amendments as are required by applicable law. Majority Sponsor Approval shall also be required for any share split, reverse stock split, recapitalization, exchange or any other combination in any manner of the Company Equity Shares in connection with which any Sponsor would receive more than a de minimis amount of cash in lieu of fractional shares.

     2.5.3. Change in Control. Enter into or effect a Change in Control.

     2.5.4. Certain Dispositions. Directly or indirectly, enter into or effect any transaction or series of related transactions involving the sale, lease, license, exchange or other disposal (including by merger, consolidation, sale of stock, or sale of assets) by the Company or the Subsidiaries of any assets having a fair market value or for consideration having a fair market value (in each case as reasonably determined by the Board) in excess of US$25,000,000, other than transactions solely between and among the Company and Wholly Owned Subsidiaries.

     2.5.5. Certain Acquisitions. Directly or indirectly, enter into or effect any transaction or series of related transactions involving the purchase, lease, license, exchange or other acquisition (including by merger, consolidation, acquisition of stock, or acquisition of assets) by the Company or the Subsidiaries of any assets and/or equity

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securities of any Person for consideration having a fair market value (as reasonably determined by the Board) in excess of US$25,000,000, other than transactions solely between and among the Company and Wholly Owned Subsidiaries.

     2.5.6. Certain Joint Ventures and Business Alliances. Enter into any joint venture or similar business alliance involving investment, contribution or disposition by the Company or the Subsidiaries of assets (including stock of Subsidiaries) having a fair market value (as reasonably determined by the Board) in excess of US$25,000,000 other than transactions solely between and among the Company and Wholly Owned Subsidiaries.

     2.5.7. Initial Public Offering. Initiate or consummate the Initial Public Offering.

     2.5.8. Equity Issuances . Issue or sell any equity securities (including any Company Equity Shares, options, warrants, or other securities convertible into, or exercisable or exchangeable for, equity securities), other than an Exempt Issuance.

     2.5.9. Certain Indebtedness. Incur (or extend, supplement, or otherwise modify any of the material terms of) any indebtedness (including any refinancing of existing indebtedness); assume, guarantee, endorse or otherwise as an accommodation become responsible for the obligations of any other Person (provided that the Company or any Subsidiary may provide cross-guarantees for any indebtedness in existence as of the Original Agreement Effective Date or that has otherwise been approved under this Section 2.5.9); enter into (or extend, supplement, or otherwise modify any of the material terms of) any agreement under which it may incur indebtedness in the future; or make any loan, advance or capital contribution to any Person (other than the Company or any Wholly Owned Subsidiaries); or make any voluntary prepayment of indebtedness of the Company or any of the Subsidiaries outside the ordinary course of business; in each case in an aggregate principal amount in excess of US$25,000,000 in any transaction or series of related transactions, and other than (x) a draw down in the ordinary course of business under a debt agreement entered into prior to the date of such draw down, the execution of which previously received Majority Sponsor Approval or (y) occurred on or prior to the Original Agreement Effective Date.

     2.5.10. Dissolution; Liquidation; Reorganization; Bankruptcy. Dissolve, liquidate or engage in any recapitalization or reorganization of the Company or any Subsidiary or initiate a voluntary liquidation, dissolution, receivership, bankruptcy or other insolvency proceeding involving the Company or any Subsidiary.

     2.5.11. Transactions Outside of the Ordinary Course of Business. Except as provided in any annual operating budget or capital expenditure budget which received Majority Sponsor Approval pursuant to Section 2.5.17, enter into any contractual commitment or series of related contractual commitments outside of the ordinary course of business that are reasonably expected, at the time initially undertaken, to require expenditures or generate proceeds in an amount in excess of US$10,000,000.

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     2.5.12. Executive Officers. Hire or remove, with or without cause, any Senior Manager.

     2.5.13. Executive Compensation. Establish, or amend any material term of, (a) any employment agreement or arrangement with any Senior Manager, (b) the compensation (including salary, bonus, deferred compensation, any equity or equity-linked compensation, or otherwise) or benefits of any Senior Manager, (c) any benefit, severance, management equity, or other similar plan or program applicable to Senior Managers or to employees of the Company or any of its Subsidiaries or (d) any annual bonus plan or any management equity plan.

     2.5.14. Litigation. Commence any action, dispute, claim, arbitration, hearing, investigation, litigation, proceeding, inquiry, examination or suit (whether civil, criminal, administrative, investigative or informal) commenced, brought, conducted or heard by or before, or otherwise involving, any domestic or foreign court or other tribunal, legislature, division, department, agency, commission, official, organization, unit or other entity or a judicial or regulatory authority of any government, involving amounts in dispute in excess of US$5,000,000, or settle any action, dispute, claim, arbitration, hearing, investigation, litigation, proceeding, inquiry, examination or suit (whether civil, criminal, administrative, investigative or informal) commenced, brought, conducted or heard by or before, or otherwise involving, any domestic or foreign court or other tribunal, legislature, division, department, agency, commission, official, organization, unit or other entity or a judicial or regulatory authority of any government, involving payment or payments, or discounts on products or services, in excess of US$5,000,000, whether pursuant to a license or otherwise, or which restrict the Company’s business in any material manner.

     2.5.15. Dividends; Distributions; Repurchase of Securities. Declare or pay any cash or other dividend or make any distribution in respect of, including by way of capital reductions, or enter into or effect any transaction or series of related transactions involving the repurchase, redemption or other acquisition of, any equity securities (including any options, warrants, or other securities convertible into, or exercisable or exchangeable for, equity securities), other than (a) dividends or other distributions by a Wholly Owned Subsidiary in respect of its outstanding securities, (b) redemptions or other repurchases of Company Shares from employees of the Company and its Subsidiaries upon termination of employment pursuant to the Management Shareholder Agreement or arrangements approved by the Board and (c) the redemption of Company Preferred from Shareholders (other than Capstone) on a pro rata basis on or about January 26, 2006. All dividends or other distributions, or repurchases or redemptions, approved pursuant to this Section 2.5.15 shall be made in accordance with the distribution provisions of the Company Memorandum of Association or Company Articles of Association or the relevant Subsidiary’s memorandum of association, articles of association, certificate of incorporation, by-laws or other organizational documents, as applicable.

     2.5.16. Affiliated Transactions. Enter into or effect any transaction with a Majority Sponsor (or with an Affiliate of such Majority Sponsor, or with any officer,

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director, or employee of such Majority Sponsor or its Affiliates), other than this Agreement, the Securities Subscription Agreement, the Luxco Securities Subscription Agreement, the Advisory Agreement and the Registration Rights Agreement and other than transactions which do not have a materially disproportionate effect on any of the Sponsors, in their capacity as Shareholders, relative to the other Sponsors; and such Majority Sponsor shall be excluded from the determination of Majority Sponsor Approval for such transaction under this Section 2.5.16.

     2.5.17. Annual Budgets. Approve or modify the annual operating budget or capital expenditure budget of the Company or any Subsidiary.

     2.5.18. Nature of Business. Make any material change in the nature of the business conducted by the Company and its Subsidiaries.

     2.5.19. Financial Auditors. Replace or remove, with or without cause, the independent auditors of the Company.

     2.5.20. Management Shareholder Agreement; Capstone Shareholder Agreement. Amend, waive or otherwise modify the Management Shareholder Agreement or Capstone Shareholder Agreement in any material respect.

2.6 Disproportionate Effects on Co-Investors. Except for such actions as are specifically set forth in this Agreement, the Company shall not take any action in respect of any class of its shares that shall have a materially disproportionate effect on the Co-Investors, in their capacity as Shareholders of such class of shares, as compared to the Majority Sponsors, in their capacity as Shareholders of such class of shares, without first obtaining the prior written consent of the Co-Investors holding a majority of the number of such class of shares held by all the Co-Investors. Without limiting the foregoing, the Company agrees that any repurchase or redemption of equity or debt securities by it will be made pro rata, based upon the ownership of such securities, among the Sponsors.

2.7 Further Assurances by all Shareholders.

     2.7.1. Board of Directors Provisions. Each Shareholder hereby agrees to take, at any time and from time to time, all actions necessary or desirable (whether in such Shareholder’s capacity as a shareholder, director or officer of the Company or otherwise, and including, without limitation, attendance at meetings in person or by proxy for the purposes of achieving a quorum and voting such Shareholder’s Shares or execution of a written consent in lieu of attending a meeting) to accomplish the provisions of Sections 2.1 through 2.4, and the Company agrees to take, at any time and from time to time, all actions necessary or desirable within its control (including, without limitation, calling special board and shareholder meetings) to ensure that the provisions of Sections 2.1 through 2.4 are accomplished.

     2.7.2. Approved Change in Control. With respect to any Change in Control that has received the Majority Sponsor Approval required under Section 2.5.3, each Shareholder agrees to cast all votes to which such Shareholder is entitled in respect of the Shares, whether at any annual or special meeting, by written consent or otherwise, in

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such manner as the Majority Sponsors may instruct by written notice to approve, effect, or implement such approved transaction. Each Shareholder hereby grants to the Majority Sponsors an irrevocable proxy coupled with an interest to vote, including in any action by written consent, such Shareholder’s Shares in accordance with such Shareholder’s agreements contained in this Section 2.7.2, which proxy shall be valid and remain in effect until the provisions of this Section 2.7.2 expire pursuant to Section 2.9.

     2.8 Actions in Contravention. Subject to applicable law, neither the Company nor any of its Subsidiaries will give effect to any action by any Shareholder or any other Person which is in contravention of this Section 2.

     2.9 Period. Each of the foregoing provisions of this Section 2 shall expire upon the consummation of a Change in Control that has received Majority Sponsor Approval.

3. TRANSFER RESTRICTIONS.

     3.1 General Transfer Restrictions Each Shareholder understands and agrees that the Shares held by such Shareholder on the date hereof have not been registered under the Securities Act or registered or qualified under any state or foreign securities laws. No Shareholder shall Transfer such Shares (or solicit any offers in respect of any Transfer of such Shares), except in compliance with the Securities Act, any applicable state or foreign securities laws and any restrictions on Transfer contained in this Agreement or any other provisions set forth in the Securities Subscription Agreement (or, in the case of Luxco, the Luxco Securities Subscription Agreement), the Registration Rights Agreement or any other agreements or instruments pursuant to which such Shares were issued.

     3.2 Allowed Transfers. Until the expiration of the provisions of this Section 3, no Shareholder shall Transfer any of such Shareholder’s Shares to any other Person except as follows:

     3.2.1. Permitted Transferees. Any Shareholder may Transfer any or all of such Shareholder’s Shares to such Shareholder’s Permitted Transferees and, after complying with the terms of Section 3.3, such a Permitted Transferee shall be deemed to be a Shareholder hereunder.

     3.2.2. Public Transfers.

     (a) Any Shareholder may Transfer any or all of such Shareholders’ Shares in a Public Offering in accordance with and pursuant to the Registration Rights Agreement.

     (b) From and after the closing of the Initial Public Offering, a Majority Sponsor may Transfer any or all of such Majority Sponsor’s Shares pursuant to Rule 144 and in compliance with Section 3.4, or pursuant to a block sale to a financial institution in the ordinary course of its trading business; provided that any Transfer pursuant to this Section 3.2.2(b) occurring during the two-year period commencing on the closing of the Initial Public Offering shall not be made without Majority Sponsor Approval.

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     (c) Shares Transferred pursuant to this Section 3.2.2 shall conclusively be deemed thereafter not to be Shares under this Agreement.

     3.2.3. Distributions and Charitable Contributions. From and after the closing of the Initial Public Offering, any Majority Sponsor may Transfer any or all of such Shareholder’s Shares (a) in a pro rata Transfer to its partners, members or shareholders, as applicable, or (b) to a Charitable Organization, in each case without regard to any other restrictions on transfer contained elsewhere in this Agreement; provided that any Transfer pursuant to this Section 3.2.3 occurring during the two-year period commencing on the closing of the Initial Public Offering shall not be made without the approval of any other Majority Sponsor. Any Shares so Transferred shall conclusively be deemed thereafter not to be Shares under this Agreement.

     3.2.4. Participation in Drag-Along and Tag-Along.

     (a) Drag-Along. Any Shareholder shall Transfer any or all of such Shareholder’s Shares to the extent required pursuant to Section 4.2.

     (b) Tag-Along. A Participating Seller may Transfer Shares pursuant to and in accordance with the provisions of Section 4.1, so long as each transferee agrees to be bound by the terms of this Agreement in accordance with Section 3.3 (if not already bound hereby).

     3.2.5. Transfers by Co-Investors. In the event that a Co-Investor’s Current Percentage Ownership of Shares is greater than the Current Percentage Ownership of Shares of whichever of Silver Lake or KKR has the smallest Current Percentage Ownership of Shares at such time, such Co-Investor may Transfer any of such Co-Investor’s Shares provided that following any such Transfer such Co-Investor’s Current Percentage Ownership of Shares shall not be less than the Current Percentage Ownership of Shares of whichever of Silver Lake or KKR has the smallest Current Percentage Ownership of Shares at such time. Any Shares so Transferred shall conclusively be deemed thereafter to be Shares under this Agreement and each transferee shall be bound by the terms of this Agreement in accordance with Section 3.3; provided, however, that if such Shares are Transferred (a) in a Public Offering, (b) from and after the closing of the Initial Public Offering, (i) pursuant to Rule 144 or a block sale to a financial institution in the ordinary course of its trading business, in each case in compliance with Section 3.4, or (ii) pursuant to Regulation S under the Securities Act if such Shares following such Transfer are not “restricted securities” as defined in Rule 144, (c) in a pro rata Transfer to its partners, members or shareholders, as applicable, or (d) to a Charitable Organization, then the Shares Transferred pursuant to this Section 3.2.5 shall conclusively be deemed thereafter not to be Shares under this Agreement.

     3.2.6. Other Private Transfers. In addition to any Transfers made in accordance with Sections 3.2.1, 3.2.2, 3.2.3, 3.2.4, 3.2.5 and 3.2.7, any Shareholder may Transfer any or all of such Shareholder’s Shares with Majority Sponsor Approval if such Transfer takes place before the closing of the Initial Public Offering and in compliance with Sections 3.3, 4.1 and 4.3. Any Shares so Transferred shall conclusively be deemed thereafter to be

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Shares under this Agreement and each transferee shall be bound by the terms of this Agreement in accordance with Section 3.3.

     3.2.7. Luxco and Avago Partners Distributions. Luxco may at any time effect a Transfer of any or all of its Shares in a pro rata Transfer to its shareholders, without regard to any other restrictions on transfer contained elsewhere in this Agreement. Following such a distribution by Luxco, Avago Partners may at any time effect a Transfer of any or all of its Shares in a pro rata Transfer to its partners, without regard to any other restrictions on transfer contained elsewhere in this Agreement. Any Shares so Transferred by Luxco or Avago Partners shall conclusively be deemed thereafter to be Shares under this Agreement, each transferee shall be bound by the terms of this Agreement and, following any such Transfer by Avago Partners, its partners shall be deemed to be Sponsors hereunder.

     3.3 Certain Transferees to Become Parties. Any transferee receiving Shares in a Transfer pursuant to Section 3.2.1, 3.2.4(b), 3.2.5 (except a Transfer following which the Shares are deemed not to be Shares hereunder), 3.2.6 or 3.2.7 shall become a Shareholder, party to this Agreement and subject to the terms and conditions of, and be entitled to enforce, this Agreement to the same extent, and in the same capacity, as the Person that Transfers such Shares to such transferee; provided that only a Permitted Transferee of a Sponsor will be deemed to be a Sponsor for purposes of this Agreement (and shall be deemed to be the same Sponsor as the Sponsor which Transferred to it). For the avoidance of doubt, (a) any transferee receiving Shares in a Transfer pursuant to Section 3.2.4(b), 3.2.5 (except a Transfer following which the Shares are deemed not to be Shares hereunder), 3.2.6 or 3.2.7 that is not a Permitted Transferee of a Sponsor will become a party to this Agreement without the benefit of the right to designate board and committee members, or to approve certain actions of the Company and its Subsidiaries, under Section 2; and (b) any transferee receiving Shares in a Transfer pursuant to Section 3.2.4(b), 3.2.5 (except a Transfer following which the Shares are deemed not to be Shares hereunder), 3.2.6 or 3.2.7 that is neither an existing Shareholder nor a Permitted Transferee of a Sponsor will become party to this Agreement as a Shareholder without the benefit of the rights of Tag Along Holders (Section 4.1), First Refusal Holders (Section 4.3), or Participation Offerees (Section 5). Prior to the Transfer of any Shares to any transferee pursuant to Section 3.2.1, 3.2.4(b), 3.2.5 (except a Transfer following which the Shares are deemed not to be Shares hereunder), 3.2.6 or 3.2.7, and as a condition thereto, each Shareholder effecting such Transfer shall (x) cause such transferee to deliver to the Company and each of the Sponsors its written agreement, in form and substance reasonably satisfactory to the Company, to be bound by the terms and conditions of this Agreement to the extent described in the preceding sentence and (y) if such Transfer is to a Permitted Transferee, remain directly liable for the performance by such Permitted Transferee of all obligations of such transferee under this Agreement.

     3.4 Restrictions on Public Transfers under Rule 144. After the Initial Public Offering, and subject to the provisions of Sections 3.2.2 and 3.2.5, if any Shareholders’ sales of Shares pursuant to Rule 144 would be subject to aggregation (each such Shareholder whose Shares would be subject to aggregation, a “Related Holder”), then each such Related Holder shall promptly notify each other Related Holder (a) when it has commenced a measurement period for purposes of the Rule 144 group volume limit in connection with a Sale that is subject to such limit and (b) what the volume limit for that measurement period, determined as of its

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commencement, will be. Subject to Sections 3.2.2 and 3.2.5, each Related Holder shall be entitled to effect Sales that are subject to the Rule 144 group volume limit pro rata during the applicable measurement period based on its percentage ownership of Shares held by all such Related Holders at the start of such measurement period. The provisions of this Section 3.4 shall not apply to any Transfer of Shares (x) in a Public Offering or (y) not subject to volume limitation under Rule 144.

     3.5 Impermissible Transfer. Subject to applicable law, any attempted Transfer of Shares not permitted under the terms of this Section 3 shall be null and void, and the Company shall not in any way give effect to any such impermissible Transfer.

     3.6 Notice of Transfer. To the extent that, prior to the Initial Public Offering, any Shareholder or Permitted Transferee shall Transfer any Shares, such Shareholder or Permitted Transferee shall, within three (3) Business Days following consummation of such Transfer, deliver notice thereof to the Company and each Sponsor.

     3.7 Period. Each of the foregoing provisions of this Section 3 shall expire upon the earlier of (i) a Change in Control and (ii) Majority Sponsor Approval of the termination in full of the provisions of this Section 3 after the Initial Public Offering.

4. “TAG ALONG” AND “DRAG ALONG” RIGHTS; RIGHT OF FIRST REFUSAL.

     4.1 Tag Along. If any Prospective Selling Shareholder proposes to Sell any Shares to any Prospective Buyer(s) other than in a Transfer pursuant to Section 3.2.1, 3.2.2, 3.2.3 or 3.2.7:

     4.1.1. Notice. The Prospective Selling Shareholder shall, prior to any such proposed Transfer, deliver a written notice (the “Tag Along Notice”) to each Co-Investor (each such Co-Investor, a “Tag Along Holder”). The Tag Along Notice shall include:

     (a) the principal terms and conditions of the proposed Sale, including (i) the number and class of the Shares to be purchased from the Prospective Selling Shareholder, (ii) the fraction(s) expressed as a percentage, determined by dividing the number of Shares of each class to be purchased from the Prospective Selling Shareholder by the total number of Shares of each such class held by the Prospective Selling Shareholder (for each class, the “Tag Along Sale Percentage”) (it being understood that the Company shall reasonably cooperate with the Prospective Selling Shareholder in respect of the determination of each applicable Tag Along Sale Percentage), (iii) the purchase price or the formula by which such price is to be determined and the payment terms, including a description of any non-cash consideration sufficiently detailed to permit valuation thereof, (iv) the name and address of each Prospective Buyer and (v) if known, the proposed Transfer date; and

     (b) an invitation to each Tag Along Holder to make an offer to include in the proposed Sale to the applicable Prospective Buyer(s) Shares of the same class(es) being sold by the Prospective Selling Shareholder held by such Tag Along Holder (not in any event to exceed the Tag Along Sale Percentage of the total number of Shares of the applicable class held by such Tag Along Holder), on

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the same terms and conditions (subject to Section 4.4.3 in the case of Options, Warrants and Convertible Securities), with respect to each Share Sold, as the Prospective Selling Shareholder shall Sell each of its Shares. For purposes of this Section 4.1, but subject to Section 4.4.3, all Options, Warrants and Convertible Securities will be treated as the same class of Shares for which they may be exercised.

     4.1.2. Exercise. Within ten (10) Business Days after the date of delivery of the Tag Along Notice (such date the “Tag Along Deadline”), each Tag Along Holder desiring to make an offer to include Shares in the proposed Sale (each a “Participating Seller” and, together with the Prospective Selling Shareholder and any other shareholders of the Company entitled to participate in the proposed Transfer, collectively, the “Tag Along Sellers”) shall deliver a written notice (the “Tag Along Offer”) to the Prospective Selling Shareholder indicating the number of Shares which such Participating Seller desires to have included in the proposed Sale (subject to the limitation set forth in Section 4.1.1(b)). Each Tag Along Holder who does not make a Tag Along Offer in compliance with the above requirements, including the time period, shall be deemed to have waived all of such Tag Along Holder’s rights to participate in such Sale, and the Tag Along Sellers shall thereafter be free to Sell to the Prospective Buyer, at a purchase price no greater than the purchase price set forth in the Tag Along Notice and on other terms and conditions which are not materially more favorable to the Tag Along Sellers than those set forth in the Tag Along Notice, without any further obligation to such non-accepting Tag Along Holder(s) pursuant to this Section 4.1.

     4.1.3. Irrevocable Offer. The offer of each Participating Seller contained in such Participating Seller’s Tag Along Offer shall be irrevocable, and, to the extent such offer is accepted, such Participating Seller shall be bound and obligated to Sell in the proposed Sale on the same terms and conditions, with respect to each Share Sold (subject to Section 4.4.3 in the case of Options, Warrants and Convertible Securities), as the Prospective Selling Shareholder, up to such number of Shares as such Participating Seller shall have specified in such holder’s Tag Along Offer; provided, however, that if the principal terms of the proposed Sale change with the result that the purchase price shall be less than the purchase price set forth in the Tag Along Notice or the other terms and conditions shall be materially less favorable to the Tag Along Sellers than those set forth in the Tag Along Notice, the Prospective Seller shall provide written notice thereof to each Participating Seller and each Participating Seller shall be permitted to withdraw the offer contained in such holder’s Tag Along Offer by written notice to the Prospective Selling Shareholder within three (3) Business Days after delivery of such written notice from the Prospective Selling Shareholder and upon such withdrawal shall be released from such Participating Seller’s obligations thereunder.

     4.1.4. Reduction of Shares Sold. The Prospective Selling Shareholder shall attempt to obtain the inclusion in the proposed Sale of the entire number of Shares which each of the Tag Along Sellers requested to have included in the Sale (as evidenced in the case of the Prospective Selling Shareholder by the Tag Along Notice and in the case of each Participating Seller by such Participating Seller’s Tag Along Offer). In the event the Prospective Selling Shareholder shall be unable to obtain the inclusion of such entire

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number of Shares in the proposed Sale, the number of Shares to be sold in the proposed Sale shall be allocated among the Tag Along Sellers in proportion, as nearly as practicable, as follows:

     (a) there shall be first allocated to each Tag Along Seller a number of Shares equal to the lesser of (i) the number of Shares of the applicable class offered (or proposed, in the case of the Prospective Selling Shareholder) to be included by such Tag Along Seller in the proposed Sale pursuant to this Section 4.1, and (ii) a number of Shares equal to such Tag Along Seller’s Pro Rata Portion; and

     (b) the balance, if any, not allocated pursuant to clause (a) above shall be allocated to the Prospective Selling Shareholder and each other Tag Along Seller which offered to sell a number of Shares of the applicable class in excess of such Person’s Pro Rata Portion, pro rata to each Tag Along Seller based upon the amount of such excess, or in such manner as the Tag Along Sellers may otherwise agree.

     4.1.5. Additional Compliance. If, prior to consummation, the terms of the proposed Sale shall change with the result that the purchase price to be paid in such proposed Sale shall be greater than the purchase price set forth in the Tag Along Notice or the other terms of such proposed Sale shall be materially more favorable to the Tag Along Sellers than those set forth in the Tag Along Notice, the Tag Along Notice shall be null and void, and it shall be necessary for a separate Tag Along Notice to be delivered, and the terms and provisions of this Section 4.1 separately complied with, in order to consummate such proposed Sale pursuant to this Section 4.1; provided, however, that in the case of such a separate Tag Along Notice, the applicable period to which reference is made in Section 4.1.2 shall be three (3) Business Days. In addition, if the Prospective Selling Shareholders have not completed the proposed Sale by the end of the 180th day after the date of delivery of the Tag Along Notice, each Participating Seller shall be released from such Participating Seller’s obligations under such Participating Seller’s Tag Along Offer, the Tag Along Notice shall be null and void, and it shall be necessary for a separate Tag Along Notice to be delivered, and the terms and provisions of this Section 4.1 separately complied with, in order to consummate such proposed Sale pursuant to this Section 4.1, unless the failure to complete such proposed Sale resulted from any failure by any Participating Seller to comply with the terms of this Section 4.1.

     4.1.6. Actions with Respect to Tag Along. In connection with a proposed Sale to which Section 4.1 applies, each Prospective Selling Shareholder agrees that it shall not enter into any agreement or take any action, the principal purpose of which is to discourage or prevent a particular Tag Along Holder from exercising such Tag Along Holder’s Tag Along rights pursuant to this Section 4.1.

     4.2 Drag Along. With respect to a Change in Control which receives Majority Sponsor Approval under Section 2.5, each Shareholder hereby agrees, if requested by the Majority Sponsors, to Sell the same percentage (the “Drag Along Sale Percentage”) of the total number of each class of such Shares held by the Prospective Selling Shareholders that is

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proposed to be sold by the Prospective Selling Shareholders to a Prospective Buyer in such Change in Control (in one transaction or a series of related transactions), in the manner and on the terms set forth in this Section 4.2. For purposes of this Section 4.2, but subject to Section 4.4.3, all Options, Warrants and Convertible Securities will be treated as the same class of Shares for which they may be exercised. All Shares to be sold to the Prospective Buyer shall be included in determining whether or not a proposed transaction constitutes a Change in Control.

     4.2.1. Exercise. If the Prospective Selling Shareholders wish to exercise the drag-along rights contained in this Section 4.2, then the Prospective Selling Shareholders shall deliver a written notice (the “Drag Along Notice”) to each other Shareholder at least ten (10) Business Days prior to the consummation of the Change in Control transaction. The Drag Along Notice shall set forth the principal terms and conditions of the proposed Sale, including (a) the number and class of Shares to be acquired from the Prospective Selling Shareholders, (b) the Drag Along Sale Percentage for each class, (c) the consideration to be received in the proposed Sale for each class, (d) the name and address of the Prospective Buyer and (e) if known, the proposed Transfer date. If the Prospective Selling Shareholders consummate the proposed Sale to which reference is made in the Drag Along Notice, each other Shareholder (each, a “Participating Seller,” and, together with the Prospective Selling Shareholders, collectively, the “Drag Along Sellers”) shall: (i) be bound and obligated to Sell the Drag Along Sale Percentage of such Drag Along Seller’s Shares of each class in the proposed Sale on the same terms and conditions, with respect to each Share Sold (subject to Section 4.2.2 and, in the case of Options, Warrants and Convertible Securities, Section 4.4.3) as the Prospective Selling Shareholders shall Sell each Share in the Sale (subject to Section 4.4.3 in the case of Options, Warrants and Convertible Securities); and (ii) except as provided in Section 4.4.3, shall receive the same form and amount of consideration per Share to be received by the Prospective Selling Shareholders for the corresponding class of Shares (on an as converted basis, in the case of Convertible Securities). If any holders of Shares of any class are given an option as to the form and amount of consideration to be received, all holders of Shares of such class will be given the same option. Unless otherwise agreed by each Drag Along Seller, any non-cash consideration shall be allocated among the Drag Along Sellers pro rata based upon the aggregate amount of consideration to be received by such Drag Along Sellers. If at the end of the 180th day after the date of delivery of the Drag Along Notice the Prospective Selling Shareholders have not completed the proposed Sale, the Drag Along Notice shall be null and void, each Participating Seller shall be released from such holder’s obligation under the Drag Along Notice and it shall be necessary for a separate Drag Along Notice to be delivered and the terms and provisions of this Section 4.2 separately complied with, in order to consummate such proposed Sale pursuant to this Section 4.2.

     4.2.2. Drag Along Seller Exclusions. Notwithstanding Section 4.2.1 but subject to Section 4.4.1, the requirement that Drag Along Sellers Sell on the same terms and conditions as the Prospective Selling Shareholders shall not apply to any provisions providing for bona fide advisory fees paid for actual services rendered for any Sponsor or requiring any Sponsor to agree to a non-compete.

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     4.3 Right of First Refusal. If any Prospective Selling Shareholder proposes to Sell any Shares, other than to a Permitted Transferee, before the closing of an Initial Public Offering in a Transfer (including to another Shareholder or the Company or any of its Subsidiaries) that is made pursuant to Section 3.2.5 or 3.2.6:

     4.3.1. Notice. The Prospective Selling Shareholder shall deliver a written notice of such proposed Sale (a “Sale Notice”) to the Company and to each Majority Sponsor that holds Shares (each Majority Sponsor, a “First Refusal Holder”) not less than thirty (30) days prior to any such proposed Transfer. The Sale Notice shall include:

     (a) (i) the number and class(es) of Shares proposed to be sold by the Prospective Selling Shareholder (the “Subject Shares”), and whether or not the Prospective Buyer(s) is(are) willing to purchase less than all of the Subject Shares, (ii) the purchase price or the formula by which such price is to be determined, (iii) the identity of the Prospective Buyer(s), (iv) the proposed Transfer date, if known, (v) a statement signed by an authorized officer of the Prospective Selling Shareholder that the Prospective Selling Shareholder has received a firm offer from the Prospective Buyer(s) and in good faith believes a binding agreement for Transfer is obtainable on the terms set forth, (vi) a brief description of any other material terms of the proposed Transfer and (vii) a copy of any written proposal or letter of intent or other agreement relating to the proposed Transfer;

     (b) an invitation to the Company to make an offer to purchase any or all of the Subject Shares at such price in cash; and

     (c) an invitation to each First Refusal Holder to make an offer to purchase (subject to Section 4.3.6 below) any number of the Subject Shares not purchased by the Company pursuant to clause (b) above at such price in cash.

     4.3.2. Exercise.

     (a) Within twenty (20) days after the date of delivery of the Sale Notice (the “Company First Refusal Deadline”), the Company may make an offer to purchase any number of the Subject Shares at the price set forth in the Sale Notice by delivering to the Prospective Selling Shareholder a written notice (the “Company First Refusal Notice”) of such offer specifying a number of Subject Shares offered to be purchased from the Prospective Selling Shareholder. The Company shall deliver a copy of the Company First Refusal Notice to each First Refusal Holder at the time it delivers the Company First Refusal Notice to the Prospective Selling Shareholder. On the second (2^nd) Business Day following the Company First Refusal Deadline, if by such date the Company has not delivered a Company First Refusal Notice to the Prospective Selling Shareholder indicating that the Company has agreed to purchase all of the Subject Shares at the price set forth in the Sale Notice, the Prospective Selling Shareholder shall deliver a written notice to each First Refusal Holder indicating that the Company has not offered to purchase any of the Subject Shares.

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     (b) Within thirty (30) days after the date of delivery of the Sale Notice (the “First Refusal Deadline”), each First Refusal Holder may make an offer to purchase any number of the Subject Shares at the price set forth in the Sale Notice by delivering a written notice (the “First Refusal Notice”) of such offer specifying a number of Subject Shares offered to be purchased from the Prospective Selling Shareholder (each such Person delivering such notice, a “First Refusal Purchaser”).

     (c) The receipt of consideration by any Prospective Selling Shareholder selling Shares as payment for the Transfer of such Shares pursuant to this Section 4.3.2 shall be deemed a representation and warranty by such Prospective Selling Shareholder that: (i) such Prospective Selling Shareholder has full right, title and interest in and to such Shares; (ii) such Prospective Selling Shareholder has all necessary power and authority and has taken all necessary action to sell such Shares as contemplated by this Section 4.3.2; and (iii) such Shares are free and clear of any and all liens or encumbrances other than any arising as a result of the terms of this Agreement.

     (d) Each Person not delivering a Company First Refusal Notice or First Refusal Notice that complies with the above requirements, including the applicable time periods, shall be deemed to have waived all of such Person’s rights to purchase such Shares under this Section 4.3.2, and the Prospective Selling Shareholder shall thereafter be free to Sell the Subject Shares to the Company, First Refusal Purchasers and/or any Prospective Buyer, at a purchase price no less than the price set forth in the Sale Notice, without any further obligation to such Person pursuant to this Section 4.3.

     4.3.3. Irrevocable Offer. The offer of the Company and each First Refusal Purchaser contained in a Company First Refusal Notice or First Refusal Notice, as the case may be, shall be irrevocable, and, subject to Section 4.3.6 below, to the extent such offer is accepted, the Company or such First Refusal Purchaser shall be bound and obligated to purchase the number of Subject Shares set forth in the Company First Refusal Notice or such First Refusal Purchaser’s First Refusal Notice, as the case may be.

     4.3.4. Acceptance of Offers. Within five (5) Business Days after the First Refusal Deadline, the Prospective Selling Shareholder shall inform the Company and each First Refusal Purchaser, by delivery of a written notice (the “Acceptance Notice”), of whether or not the Prospective Selling Shareholder will accept all (but not less than all, subject to Section 4.3.6(b)) offers of the Company and the First Refusal Purchasers; provided that in the event that the aggregate number of Subject Shares offered to be purchased by the Company and the First Refusal Purchasers is equal to or exceeds the aggregate number of Subject Shares, the Prospective Selling Shareholder shall be obligated to accept all the offers of the Company and the First Refusal Purchasers (subject to Section 4.3.6(b)) and the Prospective Selling Shareholder, the Company and the First Refusal Purchasers, as applicable, shall be obligated to negotiate, execute and deliver as promptly as practicable after delivery of the Acceptance Notice definitive documentation consistent with the terms described in the Sale Notice that is reasonably acceptable to each such party. In the event the Prospective Selling Shareholder fails to

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deliver the Acceptance Notice within the specified time period when the aggregate number of Shares offered to be purchased by the Company and the First Refusal Purchasers is less than the number of Subject Shares, the Prospective Selling Shareholder shall be deemed to have decided not to Sell the Subject Shares to the Company and the First Refusal Purchasers. If the Prospective Selling Shareholder decides not to Sell the Subject Shares to the Company and the First Refusal Purchasers when the number of Shares offered to be purchased by the Company and the First Refusal Purchasers is less than the number of Subject Shares, the Company and each First Refusal Purchaser shall be released from the Company’s and such holder’s obligations under the Company’s or such First Refusal Purchaser’s, as the case may be, irrevocable offer.

     4.3.5. Additional Compliance. If at the end of the 180th day after the date of delivery of the Sale Notice, the Prospective Selling Shareholder and the Company, First Refusal Purchasers or Prospective Buyer (if not a First Refusal Purchaser), if any, have not completed the Sale of the Subject Shares (other than due to the failure of the Company or any First Refusal Purchaser to perform its obligations under this Section 4.3), the Company and each First Refusal Purchaser shall be released from the Company’s or such First Refusal Purchaser’s obligations under the Company’s or such First Refusal Purchaser’s, as the case may be, irrevocable offer, the Sale Notice shall be null and void, and it shall be necessary for a separate Sale Notice to be delivered, and the terms and provisions of this Section 4.3 separately complied with, in order to consummate a Transfer of such Subject Shares; provided, however, that in the case of such a separate Sale Notice in which the classes of Subject Shares and the purchase price are unchanged and the number of Subject Shares is substantially the same, the applicable period to which reference is made in Section 4.3.1 and 4.3.2(b) shall be ten (10) Business Days and the applicable period to which reference is made in Section 4.3.2(a) shall be five (5) Business Days, and the time to complete such Sale referenced in the first sentence of this Section 4.3.5 shall be 90 days instead of 180 days.

     4.3.6. Determination of the Number of Subject Shares to be Sold.

     (a) In the event that the aggregate number of Shares offered to be purchased by the Company and the First Refusal Purchasers is less than the number of Subject Shares, (i) the Prospective Selling Shareholder may accept the offers of the Company and the First Refusal Purchasers and, at the option of the Prospective Selling Shareholder, sell any remaining Subject Shares which the Company and the First Refusal Purchasers did not elect to purchase to one or more Prospective Buyers (at a purchase price that is no less than the price set forth in the Sale Notice) or (ii) if a single Prospective Buyer or group of Prospective Buyers is unwilling to purchase less than all of the Subject Shares, the Prospective Selling Shareholder may Sell all (but not less than all) of the Subject Shares to such Prospective Buyer or group of Prospective Buyers at a purchase price that is no less than the purchase price set forth in the Sale Notice rather than Sell the Subject Shares to the Company and the First Refusal Purchasers. Such sales, if any, to Prospective Buyer(s) other than the Company and the First Refusal Purchasers in accordance with this clause (a) shall be consummated together with the sale to the Company and the First Refusal Purchasers.

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     (b) In the event that the aggregate number of Subject Shares offered to be purchased by the Company and the First Refusal Purchasers is equal to or exceeds the aggregate number of Subject Shares, the Subject Shares shall be sold to the Company and the First Refusal Purchasers as follows:

     (i) there shall be first allocated to the Company a number of Shares of each applicable class equal to the lesser of (A) the number of Shares of such class offered to be purchased by the Company in the Company First Refusal Notice and (B) the number of Subject Shares of such class;

     (ii) from the balance, if any, not allocated pursuant to clause (i) above there shall be allocated to each First Refusal Purchaser a number of Shares of each applicable class equal to the lesser of (A) the number of Shares of such class offered to be purchased by such First Refusal Purchaser pursuant such holder’s First Refusal Notice, and (B) a number of Shares of such class equal to such First Refusal Purchaser’s Pro Rata Portion; and

     (iii) the balance, if any, not allocated pursuant to clause (ii) above shall be allocated to those First Refusal Purchasers which offered to purchase a number of Shares of the applicable class in excess of such Person’s Pro Rata Portion pro rata to each such First Refusal Purchaser based upon the amount of such excess, or in such other manner as the First Refusal Purchasers may otherwise agree.

     4.3.7. Actions with respect to Rights of First Refusal. In connection with a proposed Sale to which Section 4.3 applies, each Prospective Selling Shareholder agrees that it shall not enter into any agreement or take any action, the principal purpose of which is to discourage or prevent a particular Person from exercising their Rights of First Refusal pursuant to this Section 4.3.

     4.3.8. Company Assignment of Rights. In connection with a proposed Sale to which Section 4.3 applies, the Company may at any time at its option assign its rights under this Section 4.3 and substitute any Subsidiary or Person for itself to act as the purchaser or to exercise any other right of the Company, or to satisfy any obligation of the Company, under this Section 4.3.

     4.4 Miscellaneous. The following provisions shall be applied to any proposed Sale to which Section 4.1, 4.2 or 4.3 applies:

     4.4.1. Further Assurances. The Company and each Participating Seller and First Refusal Purchaser shall take or cause to be taken all such actions as may be reasonably necessary or reasonably desirable in order to expeditiously consummate each Sale pursuant to Section 4.1, Section 4.2 or Section 4.3 and any related transactions, including executing, acknowledging and delivering consents, assignments, waivers and other documents or instruments; furnishing information and copies of documents; filing

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applications, reports, returns, filings and other documents or instruments with governmental authorities; and otherwise cooperating with the Prospective Selling Shareholder(s) and the Prospective Buyer; provided, however, that Participating Sellers shall be obligated to become liable in respect of any representations, warranties, covenants, indemnities or otherwise to the Prospective Buyer solely to the extent provided in the immediately following sentence. Without limiting the generality of the foregoing, each Participating Seller agrees to execute and deliver such agreements as may be reasonably specified by the Prospective Selling Shareholder(s) to which such Prospective Selling Shareholder(s) will also be party, including agreements to (a)(i) make individual representations, warranties, covenants and other agreements as to the unencumbered title to its Shares and the power, authority and legal right to Transfer such Shares, the absence of any Adverse Claim with respect to such Shares and the non-contravention of other agreements and (ii) be liable as to such representations, warranties, covenants and other agreements, in each case to the same extent (but with respect to its own Shares) as the Prospective Selling Shareholder(s), and (b) in the case of a Sale pursuant to Sections 4.1 or 4.2, be liable (whether by purchase price adjustment, indemnity payments or otherwise) in respect of representations, warranties, covenants and agreements in respect of the Company and its subsidiaries; provided, however, that the aggregate amount of liability described in this clause (b) in connection with any Sale of Shares shall not exceed the lesser of (i) such Participating Seller’s pro rata portion of any such liability, to be determined in accordance with such Participating Seller’s portion of the aggregate proceeds to all Participating Sellers and Prospective Selling Shareholder(s) in connection with such Sale and (ii) the proceeds to such Participating Seller in connection with such Sale.

     4.4.2. Sale Process. The Majority Sponsors, in the case of a proposed Sale pursuant to Section 4.2, or the Prospective Selling Shareholder, in the case of a proposed Sale pursuant to Section 4.1 or 4.3 (but, in the case of Section 4.3, only when the aggregate number of Shares offered to be purchased by the Company and the First Refusal Purchasers is less than the number of Subject Shares) shall, in its sole discretion, decide whether or not to pursue, consummate, postpone or abandon any proposed Sale and the terms and conditions thereof. No Shareholder nor any Affiliate thereof shall have any liability to any other Shareholder or the Company arising from, relating to or in connection with the pursuit, consummation, postponement, abandonment or terms and conditions of any proposed Sale except to the extent such holder shall have failed to comply with the provisions of this Section 4 and such failure shall have prevented the Company or such other Shareholder from exercising its rights pursuant to Section 4.1, 4.2 or 4.3, as applicable.

     4.4.3. Treatment of Options, Warrants and Convertible Securities. If any Participating Seller shall Sell any Options, Warrants or Convertible Securities that are exercisable, convertible or exchangeable in any Sale pursuant to Section 4, such Participating Seller shall receive in exchange for such Options, Warrants or Convertible Securities consideration in the amount (if greater than zero) equal to the purchase price received by the Prospective Selling Shareholder(s) in such Sale for the number of Outstanding Company Shares that would be issued upon exercise, conversion or exchange of such Options, Warrants or Convertible Securities less the exercise price, if

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any, of such Options, Warrants or Convertible Securities (or, with respect to Convertible Securities, if greater, the amount of the liquidation preference, if any, such securities would be entitled to in connection with such Sale in lieu of converting), in each case, subject to reduction for any tax or other amounts required to be withheld under applicable law.

     4.4.4. Closing. The closing of a Sale to which Section 4.1, 4.2 or 4.3 applies shall take place (i) on the proposed Transfer date, if any, specified in the Tag Along Notice, Drag Along Notice or Sale Notice, as applicable (provided that consummation of any Transfer may be extended beyond such date to the extent necessary to obtain any applicable governmental approval or other required approval or to satisfy other conditions), (ii) if no proposed Transfer date was required to be specified in the Drag Along Notice or Sale Notice, at such time as the Prospective Selling Shareholders shall specify by notice to each Participating Seller, the Company or First Refusal Purchaser, as the case may be, and (iii) at such place as the Prospective Selling Shareholder(s) shall specify by notice to each Participating Seller in the case of a Sale to which Section 4.1 or Section 4.2 applies. At the closing of such Sale, each Participating Seller or Prospective Selling Shareholder (with respect to a Sale under Section 4.3) shall deliver the certificates evidencing the Shares to be Sold by such Participating Seller, duly endorsed, or with stock (or equivalent) powers duly endorsed, for transfer with signature guaranteed, free and clear of any liens or encumbrances (other than any arising as a result of the terms of this Agreement), with any stock (or equivalent) transfer tax stamps affixed, against delivery of the applicable consideration.

     4.5 Period. The provisions of Section 4.3 shall expire as to any Share upon the earlier of (a) a Change in Control that has been approved by Majority Sponsor Approval and (b) the Initial Public Offering. The provisions of Sections 3.2, 4.1 and 4.2 may be collectively terminated in their entirety at any time following the Initial Public Offering with Majority Sponsor Approval. All of the provisions of this Section 4 above shall expire upon a Change in Control that has been approved by Majority Sponsor Approval.

5. PARTICIPATION RIGHTS. The Company shall not, and shall not permit any Subsidiary of the Company (the Company and each such Subsidiary, an “Issuer”) to, issue or sell any shares of any of its capital stock or equity securities or any securities convertible into or exchangeable for any shares of its capital stock or equity securities, issue or grant any options or warrants for the purchase of, or enter into any agreements providing for the issuance (contingent or otherwise) of, any of its capital stock or equity securities or any stock or securities convertible into or exchangeable for any shares of its capital stock or equity securities, in each case, to any Person (each an “Issuance” of “Subject Securities”), except in compliance with the provisions of this Section 5. Notwithstanding the foregoing, the provisions of this Section 5 shall not apply to Issuances described below in Section 5.3.

     5.1 Right of Participation.

     5.1.1. Offer . Not fewer than fifteen (15) Business Days prior to the consummation of an Issuance, a notice (the “Participation Notice”) shall be delivered by the

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Issuer to each Sponsor (the “Participation Offerees”). The Participation Notice shall include:

     (a) the principal terms and conditions of the proposed Issuance, including (i) the amount, kind and terms of the Subject Securities to be included in the Issuance, (ii) the percentage of the total number of Shares outstanding as of immediately prior to giving effect to such Issuance which the number of Shares held by such Participation Offeree equals immediately prior to such issuance constitutes (the “Participation Portion”), (iii) the price (including if applicable, the Price Per Equivalent Share) per unit of the Subject Securities, including a description of any non-cash consideration sufficiently detailed to permit valuation thereof, (iv) the proposed manner through which the Company shall effectuate the Issuance, (v) if known, the name and address of the Person to whom the Subject Securities are expected to be issued (the “Prospective Subscriber”) and (vi) if known, the proposed Issuance date; and

     (b) an offer by the Issuer to issue, at the option of each Participation Offeree, to such Participation Offeree such portion of the Subject Securities to be included in the Issuance as may be requested by such Participation Offeree (not to exceed the Participation Portion of the total amount of Subject Securities to be included in the Issuance), on the same terms and conditions (except that, if non-cash consideration is to be delivered, a Participating Buyer would pay the cash equivalent thereof (as reasonably determined by the Board)), with respect to each unit of Subject Securities issued to the Participation Offerees, as each of the Prospective Subscribers shall be issued units of Subject Securities.

     5.1.2. Exercise.

     (a) General. Each Participation Offeree desiring to accept the offer contained in the Participation Notice shall accept such offer by delivering a written notice of such acceptance to the Issuer within ten (10) Business Days after the date of delivery of the Participation Notice specifying the amount of Subject Securities (not in any event to exceed the Participation Portion of the total amount of Subject Securities to be included in the Issuance) which such Participation Offeree desires to be issued (each a “Participating Buyer”). Each Participation Offeree who does not accept such offer in compliance with the above requirements, including the applicable time period, shall be deemed to have waived all of such Participation Offeree’s rights to participate in such Issuance, and the Issuer shall thereafter be free to issue Subject Securities in such Issuance to the Prospective Subscriber and any Participating Buyers, at a price no less than the minimum price set forth in the Participation Notice and on other terms not materially more favorable to the Prospective Subscriber than those set forth in the Participation Notice, without any further obligation to such non-accepting Participation Offerees pursuant to Section 5. If, prior to consummation, the terms of such proposed Issuance shall change with the result that the price shall be less than the minimum price set forth in the Participation Notice or the other terms shall be materially more favorable to the Prospective Subscriber than those set

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forth in the Participation Notice, it shall be necessary for a separate Participation Notice to be delivered, and the terms and provisions of this Section 5.1 separately complied with, in order to consummate such Issuance pursuant to this Section 5.1; provided, however, that in such case of a separate Participation Notice, the applicable period to which reference is made in Section 5.1.1 and in the first sentence of Section 5.1.2(a) shall be three (3) Business Days and two (2) Business Days, respectively.

     (b) Irrevocable Acceptance. The acceptance of each Participating Buyer shall be irrevocable except as hereinafter provided, and each such Participating Buyer shall be bound and obligated to acquire in the Issuance on the same terms and conditions, with respect to each unit of Subject Securities issued, as the Prospective Subscriber, such amount of Subject Securities as such Participating Buyer shall have specified in such Participating Buyer’s written commitment.

     (c) Time Limitation. If at the end of the 180th day after the date of the effectiveness of the Participation Notice the Issuer has not completed the Issuance, each Participating Buyer shall be released from such Participating Buyer’s obligations under the written commitment, the Participation Notice shall be null and void, and it shall be necessary for a separate Participation Notice to be delivered, and the terms and provisions of this Section 5.1 separately complied with, in order to consummate such Issuance pursuant to this Section 5.1; provided, however, that in such case of a separate Participation Notice on substantially the same terms and conditions, the applicable period to which reference is made in Section 5.1.1 and in the first sentence of Section 5.1.2(a) shall be three (3) Business Days and two (2) Business Days, respectively, and the time to complete such Issuance referenced in the first sentence of this Section 5.1.2(c) shall be 90 days instead of 180.

     5.1.3. Other Securities. The Issuer may condition the participation of the Participation Offerees in an Issuance upon the purchase by such Participation Offerees of any securities (including debt securities) other than Subject Securities (“Other Securities”) in the event that the participation of the Prospective Subscriber in such Issuance is so conditioned. In such case, each Participating Buyer shall acquire in the Issuance, together with the Subject Securities to be acquired by it, Other Securities in the same proportion to the Subject Securities to be acquired by it as the proportion of Other Securities to Subject Securities being acquired by the Prospective Subscriber in the Issuance, on the same terms and conditions, as to each unit of Subject Securities and Other Securities issued to the Participating Buyers, as the Prospective Subscriber shall be issued units of Subject Securities and Other Securities.

     5.1.4. Certain Legal Requirements. In the event that the participation in the Issuance by a Participation Offeree as a Participating Buyer would require under applicable law (i) the registration or qualification of such securities or of any Person as a broker or dealer or agent with respect to such securities where such registration or qualification is not otherwise required for the Issuance, which registration or qualification

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would impose a material burden on the Company, (ii) the provision to any participant in the Sale of material and substantial information regarding the Company or any of its subsidiaries or the securities that is not otherwise required to be provided for the Issuance or (iii) the Company to comply with other requirements under foreign law that it is not otherwise required to comply with and that impose a material burden on the Company, such Participation Offeree shall not have the right to participate in the Issuance. Without limiting the generality of the foregoing, it is understood and agreed that neither the Company nor the Issuer shall be under any obligation to effect a registration of such securities under the Securities Act or similar state statutes or foreign law.

     5.1.5. Further Assurances. Each Participating Buyer shall take or cause to be taken all such reasonable actions as may be reasonably necessary or reasonably desirable in order to expeditiously consummate each Issuance pursuant to this Section 5.1 and any related transactions, including executing, acknowledging and delivering consents, assignments, waivers and other documents or instruments; filing applications, reports, returns, filings and other documents or instruments with governmental authorities; and otherwise cooperating with the Issuer and the Prospective Subscriber. Without limiting the generality of the foregoing, each such Participating Buyer agrees to execute and deliver such subscription and other agreements (on customary and reasonable terms) specified by the Issuer to which the Prospective Subscriber will be party.

     5.1.6. Closing. The closing of an Issuance pursuant to Section 5.1 shall take place (i) on the proposed date of Issuance, if any, set forth in the Participation Notice (provided that consummation of any Transfer may be extended beyond such date to the extent necessary to obtain any applicable governmental approval or other required approval or to satisfy other conditions), (ii) if no proposed Transfer date was required to be specified in the Participation Notice, at such time as the Issuer shall specify by notice to each Participating Buyer, provided that such closing with respect to a Participating Buyer shall not (without the consent of such Participating Buyer) be prior to the date that is fifteen (15) Business Days after the Company issues the applicable Participation Notice and (iii) at such place as the Issuer shall specify by notice to each Participating Buyer. At the closing of any Issuance under this Section 5.1.6, each Participating Buyer shall be delivered the notes, certificates or other instruments evidencing the Subject Securities (and, if applicable, Other Securities) to be issued to such Participating Buyer, registered in the name of such Participating Buyer or such holder’s designated nominee, free and clear of any liens or encumbrances (except such as made under this Agreement), with any transfer tax stamps affixed, against delivery by such Participating Buyer of the applicable consideration.

     5.2 Post-Issuance Notice. Notwithstanding the requirements of Section 5.1, the Issuer may proceed with any Issuance prior to having complied with the provisions of Section 5.1; provided that the Issuer shall:

     (a) provide to each Sponsor who would have been a Participation Offeree in connection with such Issuance (i) with prompt notice of such Issuance and (ii) the Participation Notice described in Section 5.1.1 in which the actual price

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per unit of Subject Securities (and, if applicable, actual Price Per Equivalent Share) shall be set forth;

     (b) offer to issue to such Sponsor such number of securities of the type issued in the Issuance as may be requested by such Sponsor (not to exceed the Participation Portion that such Sponsor would have been entitled to pursuant to Section 5.1 multiplied by the sum of (a) the number of Subject Securities included in the Issuance and (b) the aggregate number of shares issued pursuant to this Section 5.2 with respect to such Issuance) on the same economic terms and conditions with respect to such securities as the subscribers in the Issuance received; and

     (c) keep such offer open for a period of fifteen (15) Business Days, during which period, each such Sponsor may accept such offer by sending a written acceptance to the Issuer committing to purchase an amount of such securities (not in any event to exceed the Participation Portion that such Sponsor would have been entitled to pursuant to Section 5.1 multiplied by the sum of (a) the number of Subject Securities included in such issuance and (b) the aggregate number of shares issued pursuant to this Section 5.2 with respect to such Issuance).

     5.3 Excluded Transactions. The provisions of this Section 5 shall not apply to Issuances by the Company or any Subsidiary as follows:

     (a) Any Issuance of Subject Securities upon exercise of the Capstone Option, or upon the conversion or exercise or exchange of any other options, warrants, or other securities convertible into, or exercisable or exchangeable for, equity securities, that are outstanding on the date hereof or Issued after the date hereof in compliance with the provisions of this Section 5;

     (b) Any Issuance of Subject Securities pursuant to the Management Equity Plan or any other employee benefit or incentive plan that has been approved by Majority Sponsor Approval;

     (c) Any Issuance of Subject Securities in connection with any business combination or acquisition transaction involving the Company or any Subsidiary or in connection with any joint venture or strategic partnership, in each case which has received Majority Sponsor Approval;

     (d) Any Issuance of Shares pursuant to an Initial Public Offering;

     (e) Any Issuance of Shares to the Sponsors (other than SLP, KKR or Avago Partners) in connection with the closing of the Acquisition;

     (f) Any Issuance of Subject Securities in connection with any stock split, stock dividend or other recapitalization;

     (g) Any Issuance of Subject Securities as a bona-fide “equity kicker” to a lender in connection with a debt financing;

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     (h) Any Issuance of Subject Securities by a Subsidiary to the Company or any other Subsidiary;

     (i) The Issuance of the Capstone Option and the Issuance of Company Shares pursuant to the Luxco Securities Subscription Agreement;

     (j) The Issuance of Shares listed on Schedule I attached hereto; or

     (k) Any Issuance of Subject Securities as to which the Issuer has received Majority Sponsor Approval for the waiver of the provisions of this Section 5 as to all Sponsors (including the Majority Sponsors).

     5.4 Acquired Shares. Any Subject Securities constituting Company Shares or Company Preferred acquired by any Sponsor pursuant to this Section 5 shall be deemed for all purposes hereof to be Shares hereunder.

     5.5 Period. Each of the foregoing provisions of this Section 5 shall expire on the earlier of (a) a Change in Control that has been approved by Majority Sponsor Approval or (b) the closing of the Initial Public Offering.

     5.6 Actions with respect to Participation Rights. In connection with each Issuance to which Section 5 applies, the Company agrees that it shall not enter into any agreement or take any action, the principal purpose of which is to discourage or prevent a particular Participation Offeree from exercising their participating rights pursuant to this Section 5.

6. COVENANTS.

     6.1 Information Rights.

     6.1.1. Historical Financial Information. The Company will furnish to each Sponsor that owns at least 2.5% of the Outstanding Company Shares the following information:

     6.1.1.1 As soon as available, and in any event within 120 days after the end of each fiscal year of the Company, the audited consolidated balance sheet of the Company and its Subsidiaries as at the end of such fiscal year and the related audited consolidated statements of income, cash flows and changes in shareholders’ equity for such fiscal year, setting forth in each case in comparative form the figures for the next preceding fiscal year, accompanied by the report of independent certified public accountants of recognized national standing, to the effect that, except as set forth therein, such consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a basis consistent with prior years and fairly present in all material respects the financial condition of the Company and its Subsidiaries as of the dates thereof and the results of their operations and changes in their cash flows and shareholders’ equity for the periods covered thereby.

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     6.1.1.2 As soon as available, and in any event within 60 days after the end of each fiscal quarter (other than the fourth fiscal quarter) of the Company, the consolidated balance sheet of the Company and its Subsidiaries as at the end of such fiscal quarter and the related consolidated statements of income and cash flows for such quarter and the portion of the fiscal year then ended, setting forth in each case the figures for the corresponding periods of the previous fiscal year in comparative form, all in reasonable detail and all prepared in accordance with GAAP consistently applied.

     6.1.1.3 As soon as available, and in any event within 30 days after the end of each month (other than the last month of a fiscal quarter), the consolidated balance sheet of the Company and its Subsidiaries as at the end of such month and the related consolidated statements of income and cash flows for such month and the portion of the fiscal year then ended (to the extent prepared by the Company), setting forth in each case the figures for the corresponding periods of the previous fiscal year in comparative form, all in reasonable detail.

     6.1.2. Tax Information Within 90 days after the end of each fiscal year to the extent reasonably practicable, and in any event within 120 days after the end of each fiscal year, the Company shall cause to be delivered to any Person who was a Shareholder during such prior fiscal year all information necessary for the preparation of such Person’s income tax returns (whether federal, state or foreign).

     6.1.3. Access. So long as any Sponsor owns at least 5% of the Outstanding Company Shares, such Sponsor shall have the right to (a) inspect, during normal business hours upon reasonable advance notice to the Company and its Subsidiaries, as applicable, and without unreasonably interfering with the Company’s and the Subsidiaries’, as applicable, normal business operations, such of the Company’s and its Subsidiaries’ facilities, records, files and other information as it may reasonably request and (b) meet with the Company’s and its Subsidiaries’ officers, other management personnel and outside accountants to obtain such information regarding the Company and its Subsidiaries and their respective businesses and prospects as it may reasonably request.

     6.1.4. Period. The provisions of Sections 6.1.1.1 and 6.1.1.2 shall expire on the earlier of (a) a Change in Control following which the Majority Sponsors are no longer entitled to receive the benefits of such Section and (b) the Initial Public Offering. The other provisions of this Section 6.1 shall expire on a Change in Control.

     6.2 Confidentiality. Each Shareholder agrees that it will keep confidential and will not disclose, divulge or use for any purpose, other than in connection with its investment in the Company and its Subsidiaries, any confidential information obtained from the Company pursuant to the terms of this Agreement, unless such confidential information (i) is known or becomes known to the public in general (other than as a result of a breach of this Section 6.2 by such Shareholder or its Affiliates), (ii) is or has been independently developed or conceived by such Shareholder without use of the Company’s or any Subsidiary’s confidential information or (iii) is or has been made known or disclosed to such Shareholder by a third party (other than an Affiliate or agent of such Shareholder) without a breach of any obligation of confidentiality such

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third party may have to the Company or any Subsidiary that is known to such Shareholder; provided, however, that a Shareholder may disclose confidential information (a) to its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with its investment in the Company or for evaluating and preparing disclosure pursuant to clause (d) below, (b) to any prospective purchaser of any Shares from such Shareholder as long as such prospective purchaser agrees to be bound by the provisions of this Section 6.2, (c) to any Affiliate, partner or member of such Shareholder in the ordinary course of business, (d) to the extent necessary for a Shareholder to enforce its rights under this Agreement, the other agreements entered into in connection herewith and under the Company Memorandum of Association and Company Articles of Association or (e) as may otherwise be required by law (including reporting under Securities laws and governmental filings); provided that such Shareholder takes reasonable steps to minimize the extent of any such required disclosure, including using best efforts to obtain a protective order in any legal proceeding, and provide the Company with written notice describing the disclosure that was or is to be made; provided, further, that the acts and omissions of any Person to whom such Shareholder may disclose confidential information pursuant to clauses (a) and (c) of the preceding proviso shall be attributable to such Shareholder for purposes of determining such Shareholder’s compliance with this Section 6.2.

     Each of the parties hereto acknowledges that the Sponsors may review the business plans and related proprietary information of many enterprises, including enterprises which may have products or services which compete directly or indirectly with those of the Company or the Subsidiaries. Nothing in this Section 6.2 shall preclude or in any way restrict the Sponsors or their Affiliates from investing or participating in any particular enterprise, or trading in the securities thereof, whether or not such enterprise has products or services that compete with those of the Company or the Subsidiaries. Except as a Sponsor may otherwise agree in writing after the date hereof with respect to itself or its Affiliates (or its or its Affiliates’ employees, officers, directors, partners, members, shareholders, or agents): (i) such Persons shall have the right to, and shall have no duty (contractual or otherwise) not to, directly or indirectly: (A) engage in the same or similar business activities or lines of business as the Company or any of its Subsidiaries and (B) do business with any client or customer of the Company or any of its Subsidiaries; (ii) no such Person shall be liable to the Company or any of its Subsidiaries or Shareholders for breach of any duty (contractual or otherwise) by reason of any such activities or of such Person’s participation therein; and (iii) in the event that any such Person acquires knowledge of a potential transaction or matter that may be a corporate opportunity for the Company or its Subsidiaries on the one hand, and any such Person on the other hand, or any other person, no such Person shall have any duty (contractual or otherwise) to communicate or present such corporate opportunity to the Company or any of its Subsidiaries or any of its Shareholders and, notwithstanding any provision of this Agreement to the contrary, such Persons shall not be liable to the Company or its Subsidiaries or Shareholders for breach of any duty (contractual or otherwise) by reason of the fact that any such Person directly or indirectly pursues or acquires such opportunity for itself, directs such opportunity to another person, or does not present such opportunity to the Company or its Subsidiaries or Shareholders.

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7. REMEDIES.

     7.1 Generally. The parties shall have all remedies available at law, in equity or otherwise in the event of any breach or violation of this Agreement or any default hereunder. The parties acknowledge and agree that in the event of any breach of this Agreement, in addition to any other remedies which may be available, each of the parties hereto shall be entitled to specific performance of the obligations of the other parties hereto and, in addition, to such other equitable remedies (including preliminary or temporary relief) as may be appropriate in the circumstances.

8. LEGENDS.

     8.1 Restrictive Legend. Each certificate representing Shares shall have the following legend endorsed conspicuously thereupon:

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN TRANSFER AND OTHER RESTRICTIONS PURSUANT TO A SHAREHOLDER AGREEMENT DATED AS OF DECEMBER 1, 2005 AMONG THE ISSUER OF SUCH SECURITIES (THE “COMPANY”) AND CERTAIN OF THE COMPANY’S SHAREHOLDERS, AS AMENDED. A COPY OF SUCH SHAREHOLDER AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST.”

     Any Person who acquires Shares which are not subject to the terms of this Agreement shall have the right to have such legend (or the applicable portion thereof) removed from certificates representing such Shares.

     8.2 Securities Act Legend. Each certificate representing Shares shall have the following legend endorsed conspicuously thereupon:

“THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY COUNTRY AND ARE BEING OFFERED AND SOLD IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE SECURITIES PURCHASED HEREUNDER ARE SUBJECT TO RESTRICTIONS ON TRANSFER AND RESALE UNDER A SHAREHOLDER AGREEMENT AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND OTHER APPLICABLE LAWS PURSUANT TO REGISTRATION OR EXEMPTION FROM REGISTRATION REQUIREMENTS THEREUNDER AND UNDER SUCH SHAREHOLDER AGREEMENT”

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     8.3 Stop Transfer Instruction. The Company will instruct any transfer agent not to register the Transfer of any Shares until the conditions specified in the foregoing legends and this Agreement are satisfied.

     8.4 Termination of the Securities Act Legend. The requirement imposed by Section 8.2 shall cease and terminate as to any particular Shares (a) when, in the opinion of counsel reasonably acceptable to the Company, such legend is no longer required in order to assure compliance by the Company with the Securities Act or applicable foreign securities laws or (b) when such Shares have been effectively registered under the Securities Act or transferred pursuant to Rule 144 and in accordance with applicable foreign securities laws. Wherever such requirement shall cease and terminate as to any Shares, the holder thereof shall be entitled to receive from the Company, without expense, new certificates not bearing the legend set forth in Section 8.2.

9. AMENDMENT, TERMINATION, ETC.

     9.1 Oral Modifications. This Agreement may not be orally amended, modified, extended or terminated, nor shall any oral waiver of any of its terms be effective.

     9.2 Written Modifications. Except as otherwise expressly set forth herein, this Agreement may be amended, modified, extended or terminated, and the provisions hereof may be waived, only by an agreement in writing signed by the Company and Sponsors holding not less than 70% of the Outstanding Company Shares; provided, however, the admission of new parties pursuant to the terms of Section 3.3 shall not constitute an amendment of or notification of this Agreement for purposes of this Section 9.2.

Notwithstanding the foregoing, if any amendment, modification, extension, termination or waiver (an “Amendment”) would (i) adversely change or affect the rights of a particular Sponsor in a manner disproportionate to the rights of the Sponsors approving such Amendment, or (ii) adversely impose any additional material obligations on a particular Sponsor, then the consent of such particular Sponsor shall also be required.

Each such Amendment shall be binding upon each party hereto and each Shareholder subject hereto. In addition, each party hereto and each Shareholder subject hereto may waive any right hereunder, as to itself, by an instrument in writing signed by such party or Shareholder. To the extent the Amendment of any Section of this Agreement would require a specific consent pursuant to this Section 9.2, any Amendment to definitions to the extent used in such Section shall also require the specified consent.

     9.3 Effect of Termination. No termination under this Agreement shall relieve any Person of liability for breach prior to termination.

10. DEFINITIONS. For purposes of this Agreement:

     10.1 Certain Matters of Construction. In addition to the definitions referred to or set forth below in this Section 10:

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     (a) The words “hereof,” “herein,” “hereunder” and words of similar import shall refer to this Agreement as a whole and not to any particular Section or provision of this Agreement, and reference to a particular Section of this Agreement shall include all subsections thereof;

     (b) The word “including” shall mean including, without limitation;

     (c) Definitions shall be equally applicable to both nouns and verbs and the singular and plural forms of the terms defined; and

     (d) The masculine, feminine and neuter genders shall each include the other.

     10.2 Definitions. The following terms shall have the following meanings:

     “Acceptance Notice” shall have the meaning set forth in Section 4.3.4.

     “Acquisition” means the acquisition of the Semiconductor Products Group of Agilent pursuant to an Asset Purchase Agreement, and ancillary agreements, between the Company and Agilent dated August 14, 2005, as amended from time to time.

     “Adverse Claim” shall have the meaning set forth in Section 8-102 of the applicable Uniform Commercial Code.

     “Advisory Agreement” shall mean the Advisory Agreement made and entered into as of the Original Agreement Effective Date by and among the Company, Kohlberg Kravis Roberts & Co., L.P., a Delaware limited partnership, and Silver Lake Management Company, L.L.C., a Delaware limited liability company.

     “Affiliate” shall mean, with respect to any Person, (i) any other Person which directly or indirectly through one or more intermediaries controls, or is controlled by, or is under common control with, such Person (for the purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise); provided, however, that neither the Company nor any of its controlled Affiliates shall be deemed an Affiliate of any of the Shareholders (and vice versa); provided, further, neither Integral Capital nor Capstone shall be deemed to be an Affiliate of any of Silver Lake, Avago Partners or KKR, (ii) if such Person is an investment fund, any other investment fund the primary investment advisor to which is the primary investment advisor to such Person or an Affiliate thereof and (iii) if such Person is a natural Person, any Family Member of such natural Person.

     “Agilent” means Agilent Technologies, Inc., a Delaware corporation.

     “Agreement” shall have the meaning set forth in the Preamble.

     “Amendment” shall have the meaning set forth in Section 9.2.

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     “Avago Partners” shall have the meaning set forth in the Preamble.

     “Board” shall have the meaning set forth in the Recitals.

     “Board Designator” has the meaning set forth in Section 2.2.1.

     “Business Day” shall mean any day that is not a Saturday, a Sunday or other day on which banks are required or authorized by law to be closed in Singapore.

     “Capstone” shall have the meaning set forth in the Preamble.

     “Capstone Option” shall have the meaning set forth in the Recitals.

     “Capstone Shareholder Agreement” shall have the meaning set forth in the Recitals.

     “Change in Control” shall mean any transaction or series of related transactions (whether by merger, consolidation or sale or transfer of the Company Equity Shares or assets (including stock of its Subsidiaries), or otherwise) as a result of which an Independent Third Party obtains ownership, directly or indirectly, (i) of Company Equity Shares which represent more then 50% of the total voting power in the Company or (ii) by lease, license, sale or otherwise, of all or substantially all of the assets of the Company and its Subsidiaries on a consolidated basis.

     “Charitable Organization” shall mean a charitable organization as described by Section 501(c)(3) of the Internal Revenue Code of 1986, as in effect from time to time.

     “Co-Investor” shall mean any of Temasek, Geyser, Avago Partners, Integral Capital or Capstone.

     “Company” shall have the meaning set forth in the Preamble.

     “Company Articles of Association” shall mean the amended and restated articles of association of the Company, as amended from time to time.

     “Company Equity Shares” shall mean the Company Shares, the Company Preferred and any other classes of ordinary or preferred shares of the Company.

     “Company First Refusal Deadline” shall have the meaning set forth in Section 4.3.2(a).

     “Company First Refusal Notice” shall have the meaning set forth in Section 4.3.2(a).

     “Company Memorandum of Association” shall mean the amended and restated memorandum of association of the Company, as amended from time to time.

     “Company Preferred” shall have the meaning set forth in the Recitals.

     “Company Shares” shall have the meaning set forth in the Recitals.

     “Convertible Securities” shall mean any evidence of indebtedness, shares of stock, including the Company Preferred, or other securities or rights (other than Options and Warrants)

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which are directly or indirectly convertible into or exchangeable or exercisable for Company Shares.

     “Current Percentage Ownership” of Silver Lake, KKR or a Sponsor means, as of a date of determination, the number of Shares owned by Silver Lake, KKR or such Sponsor, as the case may be, divided by the number of Silver Lake’s, KKR’s or such Sponsor’s, as the case may be, Initial Shares. For purposes of calculating the Current Percentage Ownership of Silver Lake or KKR, each of Silver Lake and KKR shall be deemed to own its pro rata portion of the number of Shares owned by Luxco based upon their ownership of Luxco equity securities.

     “Drag Along Notice” shall have the meaning set forth in Section 4.2.1.

     “Drag Along Sale Percentage” shall have the meaning set forth in Section 4.2.

     “Drag Along Sellers” shall have the meaning set forth in Section 4.2.1.

     “Effective Date” shall have the meaning set forth in Section 1.

     “Equivalent Shares” shall mean, at any date of determination, (a) as to any Outstanding Company Shares, such number of Outstanding Company Shares and (b) as to any outstanding Options, Warrants or Convertible Securities which constitute Shares, the number of Outstanding Company Shares for which or into which such Options, Warrants or Convertible Securities may at the time be exercised, converted or exchanged (or which will become exercisable, convertible or exchangeable on or prior to, or by reason of, the transaction or circumstance in connection with which the number of Equivalent Shares is to be determined).

     “Exchange Act” shall mean the Securities Exchange Act of 1934, as in effect from time to time.

     “Exempt Issuance” shall mean each of the Issuances described in paragraphs (a), (b), (c), (e), (f), (i) and (j) of Section 5.3.

     “Fair Market Value” shall mean, as of any date, as to any Share, property or other asset, the Board’s good faith determination of the fair value of such Share, property or other asset as of the applicable reference date.

     “Family Member” shall mean, with respect to any natural Person, such Person’s spouse and descendants (whether or not adopted) and any trust, family limited partnership or limited liability company that is and remains solely for the benefit of such Person’s spouse and/or descendants.

     “First Refusal Deadline” shall have the meaning set forth in Section 4.3.2(b).

     “First Refusal Holder” shall have the meaning set forth in Section 4.3.1.

     “First Refusal Notice” shall have the meaning set forth in Section 4.3.2(b).

     “First Refusal Purchaser” shall have the meaning set forth in Section 4.3.2(b).

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     “Geyser” shall have the meaning set forth in the Preamble.

     “Indemnitees” shall have the meaning set forth in Section 11.9.

     “Independent Third Party” means any Person or group (within the meaning of Section 13(d)(3) of the Exchange Act) that is not one of the Majority Sponsors (or any Affiliate of such Majority Sponsor, or any officer, director, or employee of such Majority Sponsor or its Affiliates).

     “Initial Public Offering” shall mean the initial firm commitment underwritten Public Offering registered under the Securities Act or equivalent foreign securities laws (other than a registration statement on Form F-4, Form S-4 or Form S-8 (or any similar or successor form or equivalent foreign form)).

     “Initial Shares” shall mean, with respect to Silver Lake, KKR or any Sponsor, the number of Shares owned by Silver Lake, KKR or such Sponsor, as the case may be, on the date hereof, as set forth opposite such Person’s name on Schedule I attached hereto; which number of Shares shall be proportionally adjusted (and Schedule I shall be modified accordingly) for any stock split, combinations, stock dividend or other recapitalization affecting the Company Equity Shares. For purposes of calculating the number of Initial Shares held by each of Silver Lake and KKR, each of Silver Lake and KKR shall be deemed to own its pro rata portion of the number of Company Shares and Company Preferred, as the case may be, owned by Luxco on the date hereof based upon their ownership of Luxco equity securities.

     “Integral Capital” shall have the meaning set forth in the Preamble.

     “Issuance” shall have the meaning set forth in Section 5.

     “Issuer” shall have the meaning set forth in Section 5.

     “KKR Designees” shall have the meaning set forth in Section 2.1.2(b).

     “KKR” shall have the meaning set forth in the Preamble.

     “KKR Europe” shall have the meaning set forth in the Preamble.

     “KKR Europe II” shall have the meaning set forth in the Preamble.

     “KKR Millennium” shall have the meaning set forth in the Preamble.

     “Luxco” shall have the meaning set forth in the Preamble.

     “Luxco Securities Subscription Agreement” shall mean the Securities Subscription Agreement made as of the Effective Date between the Company and Luxco.

     “Majority Sponsor Approval” means the written approval of Silver Lake and KKR.

     “Majority Sponsors” shall mean Silver Lake and KKR, and for so long as Luxco holds Shares, Luxco.

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     “Management Equity Plan” shall have the meaning set forth in the Recitals.

     “Management Shareholder Agreement” shall have the meaning set forth in the Recitals.

     “Management Shareholders” shall have the meaning set forth in the Recitals.

     “Observer” shall have the meaning set forth in Section 2.1.3.

     “Options” shall mean any options to subscribe for, purchase or otherwise directly acquire Company Shares or Company Preferred, other than any such option held by the Company or any right to purchase shares pursuant to this Agreement.

     “Original Agreement” has the meaning set forth in the Recitals.

     “Original Agreement Effective Date” shall have the meaning set forth in the Recitals.

     “Other Securities” shall have the meaning set forth in Section 5.1.3.

     “Outstanding Company Shares” shall mean as of the time of determination, the outstanding Company Shares as of such time, including any Company Shares into which the outstanding Convertible Securities as of such time are convertible (treating such Convertible Securities as a number of outstanding Company Shares for which or into which such Convertible Securities may at the time be converted for all purposes of this Agreement except as otherwise specifically set forth herein). Outstanding Company Shares does not include Company Shares issuable upon exercise of Options or Warrants which have not actually been issued as of the time of determination. In determining Outstanding Company Shares owned by KKR or Silver Lake, in addition to the application of Section 11.1, (i) each of KKR, Silver Lake, Integral Capital, Capstone and Avago Partners shall be deemed to own their pro rata share of Company Equity Securities owned by Luxco based upon their ownership of Luxco equity securities and (ii) each of KKR and Silver Lake shall be deemed to own Company Equity Shares owned, or deemed owned pursuant to clause (i) above, by Avago Partners.

     “Participating Buyer” shall have the meaning set forth in Section 5.1.2(a).

     “Participating Seller” shall have the meaning set forth in Sections 4.1.2 and 4.2.1.

     “Participation Notice” shall have the meaning set forth in Section 5.1.1.

     “Participation Offerees” shall have the meaning set forth in Section 5.1.1.

     “Participation Portion” shall have the meaning set forth in Section 5.1.1(a).

     “Permitted Transferee” shall mean, with respect to any Shareholder, an Affiliate of such Shareholder (other than any “portfolio company” of such Shareholder or any entity controlled by any portfolio company of such Shareholder); provided that such transferee shall agree to be bound by the terms of this Agreement in accordance with Section 3.3. With respect to Temasek, Permitted Transferees of Temasek includes Affiliates of Temasek Holdings (Private) Limited.

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     “Person” shall mean any individual, partnership, corporation, company, association, trust, joint venture, limited liability company, unincorporated organization, entity or division, or any government, governmental department or agency or political subdivision thereof.

     “Price Per Equivalent Share” shall mean the Board’s good faith determination of the price per Equivalent Share of any Convertible Securities or Options which are the subject of an Issuance pursuant to Section 5 hereof.

     “Pro Rata Portion” shall mean:

     (a) for purposes of Section 4.1.4 with respect to each Tag Along Seller, a number of Shares equal to the aggregate number of Shares of the applicable class that the Prospective Buyer is willing to purchase in the proposed Sale, multiplied by a fraction, the numerator of which is the aggregate number of Shares of the applicable class held by such Tag Along Seller and the denominator of which is the aggregate number of Shares of the applicable class held by all Tag Along Sellers; and

     (b) for purposes of Section 4.3.6, with respect to each First Refusal Purchaser, a number of Shares equal to (i) the aggregate number of Subject Shares of the applicable class minus the number of Subject Shares of the applicable class purchased by the Company pursuant to Section 4.3.6(b)(i), multiplied by (ii) a fraction, the numerator of which is the aggregate number of Shares of the applicable class held by such First Refusal Purchaser and the denominator of which is the aggregate number of Shares of the applicable class held by all First Refusal Purchasers.

     “Prospective Buyer” shall mean any Person, including the Company or any of its Subsidiaries, proposing to purchase or otherwise acquire Shares from a Prospective Selling Shareholder.

     “Prospective Selling Shareholder” shall mean:

     (a) for purposes of Section 4.1, any Majority Sponsor that proposes to Transfer any Shares to any Prospective Buyer;

     (b) for purposes of Section 4.2, any Shareholder forming part of the group of Majority Sponsors that has elected to exercise the drag along right provided by such Section; and

     (c) for purposes of Section 4.3, any Shareholder other than a Majority Sponsor that proposes to Transfer any Shares in a transaction that is subject to such Section.

     “Prospective Subscriber” shall have the meaning set forth in Section 5.1.1(a).

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     “Public Offering” shall mean a public offering and sale of Company Shares by the Company (or any successor) pursuant to an effective registration statement under the Securities Act and/or in compliance with equivalent applicable foreign securities laws.

     “Registration Rights Agreement” shall have the meaning set forth in Section 11.4.

     “Related Holder” shall have the meaning set forth in Section 3.4.

     “Rule 144” shall mean Rule 144 under the Securities Act (or any successor rule).

     “Sale” shall mean a Transfer for value and the terms “Sell” and “Sold” shall have correlative meanings.

     “Sale Notice” shall have the meaning set forth in Section 4.3.1.

     “Securities Act” shall mean the United States Securities Act of 1933, as in effect from time to time.

     “Securities Subscription Agreement” shall mean the Securities Subscription Agreement made as of the Original Agreement Effective Date among the Company and each of the investors listed on Schedule 1 thereto.

     “Senior Manager” shall mean the chief executive officer (or if none, the highest ranking executive officer) of the Company, and any management employee of the Company that reports directly to the chief executive officer (or if none, the highest ranking executive officer) of the Company.

     “Shareholders” shall have the meaning set forth in the Preamble.

     “Shares” shall mean (a) all Outstanding Company Shares held by a Shareholder, whenever issued, including all Outstanding Company Shares issued upon the exercise, conversion or exchange of any Options, Warrants or Convertible Securities, and (b) all Options, Warrants and Convertible Securities held by a Shareholder (treating such Options, Warrants and Convertible Securities as a number of Company Shares equal to the number of Equivalent Shares represented by such Options, Warrants and Convertible Securities for all purposes of this Agreement except as otherwise specifically set forth herein). For clarification purposes, the Company Shares and Company Preferred are each a separate class of Shares.

     “Silver Lake” shall have the meaning set forth in the Preamble.

     “SLP” shall have the meaning set forth in the Preamble.

     “SLP Cayman” shall have the meaning set forth in the Preamble.

     “SLP Designees” shall have the meaning set forth in Section 2.1.2(a).

     “Sponsor Designees” shall have the meaning set forth in Section 2.1.2(c).

     “Sponsors” shall mean the Majority Sponsors and the Co-Investors.

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     “Subject Securities” shall have the meaning set forth in Section 5.

     “Subject Shares” shall have the meaning set forth in Section 4.3.1(a).

     “Subsidiary” means, with respect to any Person, any company, corporation, partnership, limited liability company, association, joint venture or other business entity of which (i) if a company or corporation, at least 50% of the total voting power of shares or stock entitled (irrespective of whether, at the time, stock of any other class or classes of such corporation shall have or might have voting power by reason of the happening of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof, or (ii) if a partnership, limited liability company, association, joint venture or other business entity, at least 50% of the partnership, joint venture or other similar ownership interest thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more Subsidiaries of that Person or a combination thereof. For purposes hereof, references to a “Subsidiary” of any Person shall be given effect only at such times that such Person has one or more Subsidiaries, and, unless otherwise indicated, the term “Subsidiary” refers to a Subsidiary of the Company.

     “Tag Along Deadline” shall have the meaning set forth in Section 4.1.2.

     “Tag Along Holder” shall have the meaning set forth in Section 4.1.1.

     “Tag Along Notice” shall have the meaning set forth in Section 4.1.1.

     “Tag Along Offer” shall have the meaning set forth in Section 4.1.2.

     “Tag Along Sale Percentage” shall have the meaning set forth in Section 4.1.1(a).

     “Tag Along Sellers” shall have the meaning set forth in Section 4.1.2.

     “Temasek” shall have the meaning set forth in the Preamble.

     “Temasek Designee” shall have the meaning set forth in Section 2.1.2(c).

     “Third-Party Claim” shall have the meaning set forth in Section 11.9.

     “Transaction Agreements” shall mean this Agreement, the Registration Rights Agreement, the Securities Subscription Agreement and the Luxco Securities Subscription Agreement.

     “Transfer” shall mean any sale, pledge, assignment, encumbrance or other transfer or disposition of any Shares to any other Person, whether directly, indirectly, voluntarily, involuntarily, by operation of law, pursuant to judicial process or otherwise.

     “Warrants” shall mean any warrants to subscribe for, purchase or otherwise directly acquire Company Equity Shares.

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     “Wholly Owned Subsidiary” means any Subsidiary of the Company of which all of the capital stock or other ownership interests (including any options, warrants, or other securities convertible into, or exercisable or exchangeable for, equity securities) are owned by the Company and/or one or more Wholly Owned Subsidiaries.

11. MISCELLANEOUS.

     11.1 Aggregation of Shares. All Shares held by a Shareholder and its Affiliates shall be aggregated together for purposes of (a) determining the availability of any rights under Sections 2, 3.4, 4, 5, 6 and 9.2 and (b) applying the defined terms “Initial Shares” and “Current Percentage Ownership”. Each of Silver Lake and KKR shall be deemed to own its own, its Affiliates’ and Avago Partners’ pro rata portion of the number of Outstanding Company Shares owned by Luxco, in addition to all Shares held directly by Avago Partners, for purposes of determining the availability of any rights of Silver Lake and KKR under Section 2 and Section 6.1. Silver Lake shall also be deemed to own Integral Capital’s pro rata portion of the number of Outstanding Company Shares owned by Luxco, in addition to all Shares held directly by Integral Capital, for purposes of determining the availability of any rights of Silver Lake under Section 6.1. If the Shares held by a Sponsor are held by or transferred to one or more Affiliates or Permitted Transferees of such Sponsor, then for purposes of this Agreement, the vote or action of such Sponsor shall be made by the holder(s) of a majority of the Shares of the relevant class(es) held by such Sponsor, Affiliates and Permitted Transferees as to which such vote or action is to be made.

     11.2 Authority; Effect. Each party hereto represents and warrants to and agrees with each other party that the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized on behalf of such party and do not violate any agreement or other instrument applicable to such party or by which its assets are bound. This Agreement does not, and shall not be construed to, give rise to the creation of a partnership among any of the parties hereto, or to constitute any of such parties members of a joint venture, group or other association.

     11.3 Notices. Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given, delivered and effective on the earliest of (i) the date of receipt of confirmation of transmission, if such notice or communication is delivered via facsimile at the facsimile telephone number specified in this Section 11.3 prior to 5:00 p.m. (New York time) on a Business Day, (ii) the Business Day after the date of receipt of confirmation of transmission, if such notice or communication is delivered via facsimile at the facsimile telephone number specified in this Agreement later than 5:00 p.m. (local time for the recipient) on any Business Day and earlier than 11:59 p.m. (local time for the recipient) on the day preceding the next Business Day, (iii) one (1) Business Day after being sent, if sent by nationally recognized overnight courier service (charges prepaid), (iv) the date of receipt of a non-automated reply email confirming receipt, if sent via email, or (v) upon actual receipt by the party to whom such notice is required to be given. The address for such notices and communications shall be as follows (or such other address as any such party shall designate by written notice to the other parties):

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If to the Company:

	Avago Technologies Limited
	No. 1 Yishun Avenue 7
	Singapore 768923
	Singapore
	Facsimile:	(408) 435-4288
	Attention:	Dick M. Chang and Rex Jackson
	E-mail:	dick.chang@avagotech.com and rex.jackson@avagotech.com
with a copy to:
	Kohlberg Kravis Roberts & Co.
	2800 Sand Hill Road, Suite 200
	Menlo Park, California 94025
	Facsimile:	(650) 233-6574 and (650) 233-6548
	Attention:	James H. Greene Jr. and Adam A. Clammer
	E-mail:	jgreene@kkr.com and adam@kkr.com
and with a copy to:
	Silver Lake Partners 2725 Sand Hill Road, Suite 150 Menlo Park, California 94025
	Facsimile:	(650) 234-2593
	Attention:	Alan K. Austin, Managing Director and Chief Operating Officer, and Yolande Jun, Chief Financial Officer
	E-mail:	alan.austin@silverlake.com and yolande.jun@silverlake.com
and with a copy to:
	Latham & Watkins LLP 135 Commonwealth Drive Menlo Park, CA 94025
	Facsimile:	(650) 463-2600
	Attention:	Peter F. Kerman
	E-mail:	peter.kerman@lw.com
If to Luxco:
	Bali Investments S.à r.l.
	9, rue Schiller
	L-2519 Luxembourg
	Luxembourg
	Facsimile:	+352 466 234
	Attention:	Susanne Th. Kortekaas
	E-mail:	susanne.kortekas@loyens.com

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with a copy to:
	Kohlberg Kravis Roberts & Co. 2800 Sand Hill Road, Suite 200 Menlo Park, California 94025
	Facsimile:	(650) 233-6574 and (650) 233-6548
	Attention:	James H. Greene Jr. and Adam A. Clammer
	E-mail:	jgreene@kkr.com and adam@kkr.com
and with a copy to:
	Silver Lake Partners 2725 Sand Hill Road, Suite 150 Menlo Park, California 94025
	Facsimile:	(650) 234-2593
	Attention:	Alan K. Austin, Managing Director and Chief Operating Officer, and Yolande Jun, Chief Financial Officer
	E-mail:	alan.austin@silverlake.com and yolande.jun@silverlake.com
and with a copy to:
	Latham & Watkins LLP 135 Commonwealth Drive Menlo Park, CA 94025
	Facsimile:	(650) 463-2600
	Attention:	Peter F. Kerman
	E-mail:	peter.kerman@lw.com
If to Avago Partners:
	Avago Investment Partners, Limited Partnership c/o Walkers SPV Limited PO Box 908GT George Town, Grand Cayman Cayman Islands
	Facsimile:	(345) 814-8217
	Attention:	Iain McMurdo
	E-mail:	imcmurdo@walkers.com.ky
with a copy to:
	Kohlberg Kravis Roberts & Co. 2800 Sand Hill Road, Suite 200 Menlo Park, California 94025
	Facsimile:	(650) 233-6574 and (650) 233-6548
	Attention:	James H. Greene Jr. and Adam A. Clammer
	E-mail:	jgreene@kkr.com and adam@kkr.com

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and with a copy to:
	Silver Lake Partners 2725 Sand Hill Road, Suite 150 Menlo Park, California 94025
	Facsimile:	(650) 234-2593
	Attention:	Alan K. Austin, Managing Director and Chief Operating Officer, and Yolande Jun, Chief Financial Officer
	E-mail:	alan.austin@silverlake.com and yolande.jun@silverlake.com
and with a copy to:
	Latham & Watkins LLP 135 Commonwealth Drive Menlo Park, CA 94025
	Facsimile:	(650) 463-2600
	Attention:	Peter F. Kerman
	E-mail:	peter.kerman@lw.com
If to Silver Lake:
	Silver Lake Partners II Cayman and Silver Lake Technology Investors II Cayman c/o Walkers SPV Limited PO Box 908GT George Town, Grand Cayman Cayman Islands
	Facsimile:	(345) 814-8217
	Attention:	Iain McMurdo
	E-mail:	imcmurdo@walkers.com.ky
with a copy to:
	Silver Lake Partners 2725 Sand Hill Road, Suite 150 Menlo Park, California 94025
	Facsimile:	(650) 234-2593
	Attention:	Alan K. Austin, Managing Director and Chief Operating Officer, and Yolande Jun, Chief Financial Officer
	E-mail:	alan.austin@silverlake.com and yolande.jun@silverlake.com

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and with a copy to:
	Latham & Watkins LLP 135 Commonwealth Drive Menlo Park, CA 94025
	Facsimile:	(650) 463-2600
	Attention:	Peter F. Kerman
	E-mail:	peter.kerman@lw.com
If to KKR:
	KKR Millennium Fund (Overseas), KKR European Fund, KKR European Fund II and KKR Partners (International) c/o Eeson & Woolstencroft LLP Suite 500, 603 - 7th Avenue S.W. Calgary, Alberta Canada
	Facsimile:	(403) 264-1603
	Attention:	Mark N. Woolstencroft
	E-mail:	mark.woolstencroft@ewlegal.com
with a copy to:
	Kohlberg Kravis Roberts & Co. 2800 Sand Hill Road, Suite 200 Menlo Park, California 94025
	Facsimile:	(650) 233-6574 and (650) 233-6548
	Attention:	James H. Greene Jr. and Adam A. Clammer
	E-mail:	jgreene@kkr.com and adam@kkr.com
and with a copy to:
	Latham & Watkins LLP 135 Commonwealth Drive Menlo Park, CA 94025
	Facsimile:	(650) 463-2600
	Attention:	Peter F. Kerman
	E-mail:	peter.kerman@lw.com
If to Integral Capital:
	Integral Capital Partners 3000 Sand Hill Road Bldg. 3, Suite 240 Menlo Park, California 94025
	Facsimile:	(650) 233-0366
	Attention:	Pamela K. Hagenah
	E-mail:	pam@icp.com

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If to Temasek:
	Seletar Investments Pte. Ltd. 60B Orchard Road #06-18 Tower 2 The Atrium @ Orchard Singapore 238891 Singapore
	Facsimile:	011-65-6821-1172
	Attention:	Dennis Siew and Andrew Yeo
	E-mail:	dsiew@temasek.com.sg and andrewyeo@temasek.com.sg
with a copy to:
	Milbank, Tweed, Hadley & McCloy LLP 30 Raffles Place #14-00 Caltex House Singapore 048622 Singapore
	Facsimile:	011-65-6428-2500 and (650) 739-7100
	Attention:	David H. Zemans and Melainie K. Mansfield
	E-mail:	dzemans@milbank.com and mmansfield@milbank.com
If to Geyser:
	Geyser Investment Pte Ltd c/o GIC 168 Robinson Road #37-01 Capital Tower Singapore 068912 Singapore
	Facsimile:	011-65-6889-6891
	Attention:	Ng Kin Sze
	E-mail:	ngkinsze@gic.com.sg
with a copy to:
	Geyser Investment Pte Ltd c/o GIC Special Investments Pte. Ltd. 255 Shoreline Drive, Suite 600 Redwood City, CA 94065
	Facsimile:	(650) 802-1213
	Attention:	Tay Lim Hock and Soo Yar Ping
	E-mail:	taylimhock@gic.com.sg and sooyarping@gic.com.sg

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and with a copy to:
	Heller Ehrman LLP 333 Bush Street San Francisco, CA 94104-2878
	Facsimile:	(415) 772-6268
	Attention:	Randall B. Schai
	E-mail:	randall.schai@hellerehrman.com
If to Capstone:
	Capstone Equity Investors LLC 9 West 57th Street New York, New York 10019
	Facsimile:	(212) 230-9795
	Attention:	Dean Nelson
	E-mail:	nelsd@kkr.com

     11.4 Binding Effect, Etc. Except for the Company Memorandum of Association, the Company Articles of Association, the Management Shareholder Agreement, the Capstone Shareholder Agreement, the Securities Subscription Agreement, the Luxco Securities Subscription Agreement and the Registration Rights Agreement dated as of the Original Agreement Effective Date among the Company, the Sponsors and certain other Persons (as amended from time to time, the “Registration Rights Agreement”), this Agreement constitutes the entire agreement of the parties with respect to its subject matter, supersedes all prior or contemporaneous oral or written agreements or discussions with respect to such subject matter, including the term sheet dated August 14, 2005 among the Company, Temasek, Geyser and certain entities affiliated with KKR and Silver Lake, and shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, representatives, successors and permitted assigns. Except as otherwise expressly provided herein, no holder party hereto may assign any of its respective rights or delegate any of its respective obligations under this Agreement without the prior written consent of each of the Sponsors, and any attempted assignment or delegation in violation of the foregoing shall be null and void.

     11.5 Descriptive Heading. The descriptive headings of this Agreement are for convenience of reference only, are not to be considered a part hereof and shall not be construed to define or limit any of the terms or provisions hereof.

     11.6 Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one instrument.

     11.7 Severability. In the event that any provision hereof would, under applicable law, be invalid or unenforceable in any respect, such provision shall be construed by modifying or limiting it so as to be valid and enforceable to the maximum extent compatible with, and possible under, applicable law. The provisions hereof are severable, and in the event any provision hereof

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should be held invalid or unenforceable in any respect, it shall not invalidate, render unenforceable or otherwise affect any other provision hereof.

     11.8 No Recourse. Notwithstanding anything that may be expressed or implied in this Agreement, the Company and each Shareholder covenant, agree and acknowledge that no recourse under this Agreement or any documents or instruments delivered in connection with this Agreement shall be had against any current or future director, officer, employee, general or limited partner, Shareholder, holder of beneficial interest or member of any Shareholder or of any Affiliate or assignee thereof, as such, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law, it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by any current or future officer, agent or employee of any shareholder or any current or future member of any Shareholder or any current or future director, officer, employee, partner, shareholder, holder of beneficial interest or member of any Shareholder or of any Affiliate or assignee thereof, as such, for any obligation of any Shareholder under this Agreement or any documents or instruments delivered in connection with this Agreement for any claim based on, in respect of or by reason of such obligations or their creation.

     11.9 Expenses; Indemnity. To the extent permitted by applicable law, the Company and the Subsidiaries, jointly and severally, will pay, and will indemnify, exonerate and hold each of the Sponsors, and each of their respective partners, shareholders, members, Affiliates, directors, officers, fiduciaries, managers, controlling Persons, employees and agents and each of the partners, shareholders, members, Affiliates, directors, officers, fiduciaries, managers, controlling Persons, employees and agents of each of the foregoing (collectively, the “Indemnitees”) free and harmless from and against any and all liability for payment of, the out-of-pocket expenses (including reasonable fees and expenses of all advisors, accountants and counsel) incurred by the Indemnitees or any of them, in connection with: (a) any amendments or waivers (whether or not the same become effective) under or in respect of this Agreement, the other Transaction Agreements, the Company Memorandum of Association or the Company Articles of Association, (b) the interpretation of, and enforcement of the rights granted under, this Agreement, the other Transaction Agreements, the Company Memorandum of Association or the Company Articles of Association, (c) any transaction to which the Company or any of the Subsidiaries is a party and as to which such Person seeks advice of counsel, and (d) any Third-Party Claim arising out of its investment in the Company (other than liabilities arising out of its breach of this Agreement, any of the other Transaction Agreements, or any other agreement or instrument to which such Indemnitee is or becomes a party). If and to the extent that the foregoing undertaking may be unavailable or unenforceable for any reason, the Company and the Subsidiaries, jointly and severally, hereby agree to make the maximum contribution to the payment and satisfaction of each of the foregoing indemnified liabilities which is permissible under applicable law. The rights of any Indemnitee to indemnification hereunder will be in addition to any other rights any such Person may have under any other agreement or instrument referenced above or any other agreement or instrument to which such Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under law or regulation. A “Third-Party Claim” means any (i) claim brought by a Person other than the Company or any of the Subsidiaries, a Sponsor or any Indemnitee and (ii) any derivative claim brought in the name of the Company or any of the Subsidiaries that is initiated by a Person other than a Sponsor or any Indemnitee.

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     11.10 No Third Party Beneficiaries. Nothing in this Agreement is intended to confer upon any Person other than the parties hereto any rights or remedies hereunder.

     11.11 Consent of Shareholders to Advisory Agreement. Each of the Shareholders hereby acknowledges that the Company has entered into the Advisory Agreement under which certain Affiliates of KKR and Silver Lake will receive fees and reimbursement of expenses not received by the other Shareholders or any of their Affiliates, and each such Shareholder agrees and consents to the Company entering into the Advisory Agreement and to the payment by the Company, and the receipt by certain Affiliates of KKR and SLP, of the amounts provided for by the Advisory Agreement; provided, however, no amendment to the Advisory Agreement that materially increases the financial benefits payable to KKR, Silver Lake or both thereunder shall be entered into without the prior written approval of a majority of the Company’s disinterested directors or a majority in interest of the Company’s disinterested shareholders.

12. GOVERNING LAW.

     12.1 Governing Law. The Singapore Companies Act will govern all issues concerning the internal corporate affairs of the Company. All other claims arising out of or based upon this Agreement or relating to the subject matter hereof shall be governed by and construed in accordance with the domestic substantive laws of the State of New York without giving effect to any choice or conflict of laws provision or rule that would cause the application of the domestic substantive laws of any other jurisdiction.

     12.2 Consent to Jurisdiction. Each party to this Agreement, by its execution hereof, (a) hereby irrevocably submits to the exclusive jurisdiction of the United States District Court for the Southern District of New York and the state courts sitting in the State of New York, County of New York for the purpose of any action, claim, cause of action or suit (in contract, tort or otherwise), inquiry, proceeding or investigation arising out of or based upon this Agreement or relating to the subject matter hereof, (b) hereby waives to the extent not prohibited by applicable law, and agrees not to assert, and agrees not to allow any of its subsidiaries to assert, by way of motion, as a defense or otherwise, in any such action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that any such proceeding brought in one of the above-named courts is improper, or that this Agreement or the subject matter hereof or thereof may not be enforced in or by such court and (c) hereby agrees not to commence or maintain any action, claim, cause of action or suit (in contract, tort or otherwise), inquiry, proceeding or investigation arising out of or based upon this Agreement or relating to the subject matter hereof or thereof other than before one of the above-named courts nor to make any motion or take any other action seeking or intending to cause the transfer or removal of any such action, claim, cause of action or suit (in contract, tort or otherwise), inquiry, proceeding or investigation to any court other than one of the above-named courts whether on the grounds of inconvenient forum or otherwise. Notwithstanding the foregoing, to the extent that any party hereto is or becomes a party in any litigation in connection with which it may assert indemnification rights set forth in this agreement, the court in which such litigation is being heard shall be deemed to be included in clause (a) above. Notwithstanding the foregoing, any party to this Agreement may commence and maintain an action to enforce a judgment of any of the above-named courts in any court of competent jurisdiction. Each party hereto hereby consents to service of process in any such

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proceeding in any manner permitted by New York law, and agrees that service of process by registered or certified mail, return receipt requested, at its address specified pursuant to Section 11.3 hereof is reasonably calculated to give actual notice.

     12.3 WAIVER OF JURY TRIAL. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW WHICH CANNOT BE WAIVED, EACH PARTY HERETO HEREBY WAIVES AND COVENANTS THAT IT WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE) ANY RIGHT TO TRIAL BY JURY IN ANY FORUM IN RESPECT OF ANY ISSUE OR ACTION, CLAIM, CAUSE OF ACTION OR SUIT (IN CONTRACT, TORT OR OTHERWISE), INQUIRY, PROCEEDING OR INVESTIGATION ARISING OUT OF OR BASED UPON THIS AGREEMENT OR THE SUBJECT MATTER HEREOF OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE TRANSACTIONS CONTEMPLATED HEREBY, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING. EACH PARTY HERETO ACKNOWLEDGES THAT IT HAS BEEN INFORMED BY THE OTHER PARTIES HERETO THAT THIS SECTION 12.3 CONSTITUTES A MATERIAL INDUCEMENT UPON WHICH THEY ARE RELYING AND WILL RELY IN ENTERING INTO THIS AGREEMENT. ANY PARTY HERETO MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 12.3 WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF EACH SUCH PARTY TO THE WAIVER OF ITS RIGHT TO TRIAL BY JURY.

     12.4 Exercise of Rights and Remedies. No delay of or omission in the exercise of any right, power or remedy accruing to any party as a result of any breach or default by any other party under this Agreement shall impair any such right, power or remedy, nor shall it be construed as a waiver of or acquiescence in any such breach or default, or of any similar breach or default occurring later; nor shall any such delay, omission nor waiver of any single breach or default be deemed a waiver of any other breach or default occurring before or after that waiver.

* * Signature pages follow * *

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          IN WITNESS WHEREOF, the parties have executed this Amended and Restated Shareholder Agreement on the day and year first written above.

COMPANY:
AVAGO TECHNOLOGIES LIMITED
By:	/s/ James H. Greene Jr.
Name:	James H. Greene Jr.
Title:	Director

Signature Page to Amended and Restated Shareholder Agreement for Avago Technologies Limited

SPONSORS:
BALI INVESTMENTS S.à R.L.
By:	/s/ James H. Greene Jr.
Name:	James H. Greene Jr.
Title:	Manager

Signature Page to Amended and Restated Shareholder Agreement for Avago Technologies Limited

SILVER LAKE PARTNERS II CAYMAN, L.P.
By: Silver Lake Technology Associates II           Cayman, L.P., its General Partner
By: Silver Lake (Offshore) AIV GP II, Ltd.,           its General Partner
By:	/s/ Alan K. Austin
Name:	Alan K. Austin
Title:	Director
SILVER LAKE TECHNOLOGY INVESTORS II CAYMAN, L.P.
By: Silver Lake (Offshore) AIV GP II, Ltd.,            its General Partner
By:	/s/ Alan K. Austin
Name:	Alan K. Austin
Title:	Director

Signature Page to Amended and Restated Shareholder Agreement for Avago Technologies Limited

KKR MILLENNIUM FUND (OVERSEAS), LIMITED PARTNERSHIP
By: KKR Associates Millennium (Overseas),         Limited Partnership, its General Partner
By: KKR Millennium (Overseas), Limited, its         General Partner
By:	/s/ James H. Greene Jr.
Name:	James H. Greene Jr.
Title:	Director
KKR EUROPEAN FUND, LIMITED PARTNERSHIP
By: KKR Associates Europe, Limited         Partnership, its General Partner
By: KKR Europe Limited, its General Partner
By:	/s/ James H. Greene Jr.
Name:	James H. Greene Jr.
Title:	Director
KKR EUROPEAN FUND II, LIMITED PARTNERSHIP
By: KKR Associates Europe II, Limited         Partnership, its General Partner
By: KKR Europe II Limited, its General         Partner
By:	/s/ James H. Greene Jr.
Name:	James H. Greene Jr.
Title:	Director
KKR PARTNERS (INTERNATIONAL), LIMITED PARTNERSHIP
By: KKR 1996 Overseas, Limited
By:	/s/ James H. Greene Jr.
Name:	James H. Greene Jr.
Title:	Director

Signature Page to Amended and Restated Shareholder Agreement for Avago Technologies Limited

INTEGRAL CAPITAL PARTNERS VII, L.P.
By: Integral Capital Management VII, LLC,         its General Partner
By:	/s/ Pamela K. Hagenah
Name:	Pamela K. Hagenah
Title:	Manager

Signature Page to Amended and Restated Shareholder Agreement for Avago Technologies Limited

AVAGO INVESTMENT PARTNERS, LIMITED PARTNERSHIP
By: Avago Investment G.P., Limited, its         General Partner
By:	/s/ James H. Greene Jr.
Name:	James H. Greene Jr.
Title:	KKR Officer
By:	/s/ Alan K. Austin
Name:	Alan K. Austin
Title:	SLP Officer

Signature Page to Amended and Restated Shareholder Agreement for Avago Technologies Limited

SELETAR INVESTMENTS PTE. LTD.
By:	/s/ Dennis Siew
Name:	Dennis Siew
Title:	Authorized Signatory

Signature Page to Amended and Restated Shareholder Agreement for Avago Technologies Limited

GEYSER INVESTMENT PTE LTD
By:	/s/ Lim Hock Tay
Name:	Lim Hock Tay
Title:	Authorized Signatory

Signature Page to Amended and Restated Shareholder Agreement for Avago Technologies Limited

CAPSTONE EQUITY INVESTORS LLC
By:	/s/ Dean Nelson
Name:	Dean Nelson
Title:	Managing Member

Signature Page to Amended and Restated Shareholder Agreement for Avago Technologies Limited

EX-10.30 68 f23597orexv10w30.htm EXHIBIT 10.30

Exhibit-10.30

Execution Copy
 

REGISTRATION RIGHTS AGREEMENT

among

Avago Technologies Limited,

Silver Lake Partners II Cayman, L.P.,

Silver Lake Technology Investors II Cayman, L.P.,

Integral Capital Partners VII, L.P.,

KKR Millennium Fund (Overseas), Limited Partnership,

KKR European Fund, Limited Partnership,

KKR European Fund II, Limited Partnership,

KKR Partners (International), Limited Partnership,

Capstone Equity Investors LLC,

Avago Investment Partners, Limited Partnership,

Bali Investments S.à r.l.,

Seletar Investments Pte. Ltd.,

Geyser Investment Pte. Ltd. and

certain other Persons

Dated as of December 1, 2005

TABLE OF CONTENTS

	Page
1. DEMAND REGISTRATIONS		2
1.1. Requests for Registration		2
1.2. Demand Notice		2
1.3. Demand Registration Expenses		3
1.4. Short-Form Registrations		3
1.5. Priority on Demand Registrations		3
1.6. Restrictions on Demand Registrations		3
1.7. Selection of Underwriters		4
1.8. Other Registration Rights		4
2. PIGGYBACK REGISTRATIONS		4
2.1. Right to Piggyback		4
2.2. Piggyback Expenses		4
2.3. Priority on Primary Registrations		5
2.4. Priority on Secondary Registrations		5
3. REGISTRATION GENERALLY		5
3.1. Registration Procedures		5
3.2. Registration Expenses		10
3.3. Participation in Underwritten Offerings		10
3.4. Holdback Agreements		11
3.4.1. Securityholder Holdback		11
3.4.2. Company Holdback		12
3.5. Current Public Information		12
4. INDEMNIFICATION		12
4.1. Indemnification by the Company		12
4.2. Indemnification by Holders of Registrable Securities		13
4.3. Procedure		13
4.4. Entry of Judgment; Settlement		14
4.5. Contribution		14
4.6. Other Rights		15
5. DEFINITIONS		15
6. MISCELLANEOUS		18
6.1. No Inconsistent Agreements; Foreign Registration		18
6.2. Remedies		19
6.3. Amendment and Waiver		19
6.4. Successors and Assigns; Transferees		19
6.5. Severability		20
6.6. Counterparts		20
6.7. Descriptive Headings		20

i

	Page
6.8. Notices		20
6.9. Delivery by Facsimile		26
6.10. Governing Law		26

ii

REGISTRATION RIGHTS AGREEMENT

     This Registration Rights Agreement (this “Agreement”) is made as of December 1, 2005 (the “Effective Date”) by and among:

(i)	Avago Technologies Limited, a Singapore public limited company (together with its successors and permitted assigns, the “Company”);
(ii)	Bali Investments S.à r.l., a company organized under the laws of Luxembourg (together with its Affiliates, “Luxco”);
(iii)	Silver Lake Partners II Cayman, L.P. (“SLP Cayman”), Silver Lake Technology Investors II Cayman, L.P. (together with SLP Cayman and their respective Affiliates, “Silver Lake”) and Integral Capital Partners VII, L.P. (“Integral Capital”);
(iv)	KKR Millennium Fund (Overseas), Limited Partnership, KKR European Fund, Limited Partnership, KKR European Fund II, Limited Partnership, and KKR Partners (International), Limited Partnership (collectively, and together with their respective Affiliates, “KKR”, and together with Luxco and Silver Lake, the “Majority Sponsors”);
(v)	Capstone Equity Investors LLC, a Delaware limited liability company (“Capstone”);
(vi)	Avago Investment Partners, Limited Partnership, a limited partnership formed under the Exempt Limited Partnership Law (2003 Revision) of the Cayman Islands (together with its Affiliates, “Avago Partners”);
(vii)	Seletar Investments Pte. Ltd., a private limited company organized under the laws of Singapore (together with its Affiliates, “Temasek”);
(viii)	Geyser Investment Pte. Ltd., a private limited company organized under the laws of Singapore (together with its Affiliates, “Geyser”);
(ix)	Avago Investment Partners, Limited Partnership, a Cayman Island exempted limited partnership (together with its Affiliates, “Avago Partners”); and
(x)	such other Persons, if any, that from time to time become parties hereto pursuant to Section 6.4 hereof (collectively, together with the Majority Sponsors, Temasek, Geyser, Integral Capital, Capstone and Avago Partners, the “Shareholders”).

RECITALS

     WHEREAS, the Company, as of the date hereof, is authorized pursuant to a shareholders’ resolution dated November 19, 2005 to issue 350,000,000 Ordinary Shares, par value S$1.00 per share (the “Common Shares”).

     WHEREAS, as of or after the date hereof, certain employees of the Company and its Subsidiaries may purchase Common Shares, or receive options exercisable for Common Shares,

pursuant to the Equity Incentive Plan for Executive Employees of Avago Technologies Limited and Subsidiaries, as amended from time to time according to its terms (the “Management Equity Plan”). With respect to any Common Shares purchased by such employees under the Management Equity Plan, or any Common Shares issued to such employees upon exercise of any options granted under the Management Equity Plan, the holders thereof (and their permitted transferees) (collectively, the “Management Shareholders”) will be subject to the terms of the Management Shareholder Agreement (the “Management Shareholder Agreement”).

     WHEREAS, the parties hereto desire for the Company to provide the registration rights set out in this Agreement. Unless otherwise noted in this Agreement, capitalized terms used herein shall have the meanings set forth in Section 5.

AGREEMENT

     NOW, THEREFORE, the parties to this Agreement hereby agree as follows:

1. DEMAND REGISTRATIONS.

     1.1. Requests for Registration. At any time prior to the Initial Public Offering, a Majority Sponsor may initiate the registration of Common Shares to be sold in the Initial Public Offering; provided such initiation shall require Majority Sponsor Approval. Subject to the other provisions of Section 1, (a) during the first two (2) years after the Initial Public Offering, a Majority Sponsor may initiate an unlimited number of registrations of all or part of their Registrable Securities on Form F-1, Form S-1 or any similar or successor long-form registration, or foreign equivalent (“Long-Form Registrations”), and, if available, an unlimited number of registrations of all or part of their Registrable Securities on Form F-2, Form S-2, Form F-3 or Form S-3 or any similar or successor short-form registration, or foreign equivalent (“Short-Form Registrations”); provided such initiation shall require Majority Sponsor Approval, and (b) from and after the second anniversary of the Initial Public Offering, each Majority Sponsor may (on behalf of itself and any Affiliate of it included in the term Sponsor) initiate three (3) Long-Form Registrations and, if available, an unlimited number of Short-Form Registrations; provided in each case that the aggregate gross offering price of the Registrable Securities requested to be registered in any Demand Registration must equal at least $50,000,000 in the case of any Long Form Registration and at least $20,000,000 in the case of any Short Form Registration, or such lesser amount as shall be approved by Majority Sponsor Approval.

     1.2. Demand Notice. All requests for Demand Registrations shall be made by giving written notice to the Company (a “Demand Notice”). Each Demand Notice shall specify the approximate number of Registrable Securities requested to be registered. Within ten days after receipt of any such Demand Notice, the Company will give written notice of such requested registration to all other holders of Registrable Securities and, subject to Section 1.5, will include in such registration (and in all related registrations and qualifications under blue sky laws or in compliance with other registration requirements and in any related underwriting) all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 15 days after the delivery of the Company’s notice.

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     1.3. Demand Registration Expenses. The Company will pay all Registration Expenses in connection with any registration initiated as a Demand Registration, whether or not it has become effective.

     1.4. Short-Form Registrations. Demand Registrations will be Short-Form Registrations whenever the Company is permitted to use any applicable short-form (unless the managing underwriter(s) of such offering requests the Company to use a Long-Form Registration in order to sell all of the Registrable Securities requested to be sold). After the Company has become subject to the reporting requirements of the Securities Exchange Act, the Company will use its reasonable efforts to make Short-Form Registrations available for the sale of Registrable Securities. A Majority Sponsor may, in connection with any Demand Registration requested by such holders that is a Short-Form Registration, require the Company to file such Short-Form Registration with the Securities and Exchange Commission in accordance with and pursuant to Rule 415 under the Securities Act (or any successor rule then in effect) including, if the Company is then eligible, as an automatic shelf registration statement (any such Short-Form Registration, a “Shelf Registration”).

     1.5. Priority on Demand Registrations. The Company shall not include in any Demand Registration any securities which are not Registrable Securities without the prior written consent of the Majority Sponsors and the prior written consent of any Co-Investor that is unable to sell all Registrable Securities it requested to be included in such registration pursuant to Section 1.2 hereof. If a Demand Registration is an underwritten offering and the managing underwriter(s) advises the Company that in its opinion the number of Registrable Securities and, if permitted hereunder, other securities, requested to be included in such offering exceeds the number of Registrable Securities and other securities, if any, which can be sold therein without adversely affecting the marketability of the offering, then the Company shall include in such registration notwithstanding the initial sentence of this Section 1.5, (a) prior to the inclusion of any securities that are not Registrable Securities, the number of Registrable Securities requested to be included in such offering that, in the opinion of such managing underwriter(s), can be sold without adversely affecting the marketability of the offering, pro rata among the respective holders thereof, including the Management Shareholders to the extent provided in the Management Shareholder Agreement on the basis of the number of Registrable Securities owned by each such holder, provided that if the number of securities that are Registrable Securities that are included in such offering are less than 80% of the number of securities that are Registrable Securities requested to be included in such offering, such offering shall not count for purposes of calculating the number of Long-Form Registrations initiated by a Majority Sponsor, and (b) only then, securities that are not Registrable Securities, if the managing underwriter(s) has advised that such securities may be included.

     1.6. Restrictions on Demand Registrations. The Company will not be obligated to effect any Demand Registration within 90 days after the closing of a Public Offering (other than on Form F-4, Form S-4 or Form S-8 or any successor or similar form, but including the closing of an underwritten distribution pursuant to a Shelf Registration). The Company may postpone for up to 30 days in the aggregate the filing (measured from the date of request for such Demand Registration) or the effectiveness (measured from the first day the registration statement is no longer effective) of a registration statement for a Demand Registration if and so long as the Company determines that such Demand Registration would reasonably be expected to have an

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adverse effect on any proposal or plan by the Company or any of the Subsidiaries to engage in any material acquisition or disposition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer, registration or issuance of securities, financing or other material transaction. The Company may not postpone a Demand Registration more than two (2) times in any twelve-month period.

     1.7. Selection of Underwriters. The Majority Sponsor(s) selling Registrable Securities in a Demand Registration will have the right to select the underwriter or underwriters to administer the offering, provided that such selection will be subject to the approval of the board of directors of the Company (the “Board”), which approval will not be unreasonably withheld.

     1.8. Other Registration Rights. The Company represents and warrants that it is not a party to, or otherwise subject to, any other agreement granting registration rights to any other Person with respect to any equity securities of the Company, other than this Agreement and the Management Shareholder Agreement. Except as provided in this Agreement, the Company shall not grant to any Person the right to request the Company to register any equity securities of the Company, or any securities convertible or exchangeable into or exercisable for such securities, without Majority Sponsor Approval approving the issuance of such securities (such Majority Sponsor Approval to treat the holders of Registrable Securities pro rata on the basis of the number of Common Shares owned); provided that without such approval, subject to Section 6.1, (a) the Company may grant rights to other Persons to participate in Demand Registrations and Piggyback Registrations so long as such rights are subordinate to the rights of the holders of Registrable Securities with respect to such Demand Registrations and Piggyback Registrations; and (b) the Company may grant rights to other Persons to request registrations so long as the holders of Registrable Securities are entitled to participate in any such registrations with such Persons and the right of such Persons to participate in such registration are subordinate to the rights of the holders of Registrable Securities to participate.

2. PIGGYBACK REGISTRATIONS.

     2.1. Right to Piggyback. Whenever the Company proposes to register any of its equity securities under the Securities Act or equivalent foreign securities laws (other than (a) in the Initial Public Offering, (b) pursuant to a Demand Registration or (c) in connection with registration on Form F-4, Form S-4 or Form S-8 or any successor or similar form or foreign securities law equivalents) and the registration form to be used may be used for the registration of Registrable Securities (a “Piggyback Registration”), the Company will give prompt written notice to all holders of Registrable Securities of its intention to effect such a registration and, subject to Sections 2.3 and 2.4 below, will include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 15 days after the delivery of the Company’s notice. Each such Company notice shall specify the approximate number of Company equity securities to be registered and the anticipated per share price range for such offering.

     2.2. Piggyback Expenses. The Company will pay all Registration Expenses in connection with all Piggyback Registrations, whether or not any such registration becomes effective.

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     2.3. Priority on Primary Registrations. For purposes of this Section 2, if a Piggyback Registration is an underwritten primary registration on behalf of the Company and the managing underwriter(s) advises the Company that in its opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of such offering, the Company will include in such registration: (a) first, the securities the Company proposes to sell and (b) second, the Registrable Securities and other securities requested to be included in such registration, pro rata among the holders of such Registrable Securities, including the Management Shareholders to the extent provided in the Management Shareholder Agreement, and holders of such other securities permitted to have their securities included in such registration on the basis of the number of shares owned by each such holder.

     2.4. Priority on Secondary Registrations. For purposes of this Section 2, if a Piggyback Registration is an underwritten secondary registration on behalf of holders of Company securities (other than the holders of Registrable Securities), the demand rights of which were approved by Majority Sponsor Approval pursuant to Section 1.8, and the managing underwriter(s) advises the Company that in its opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of the offering, the Company will include in such registration: (a) first, the securities requested to be included therein by the holders requesting registration, (b) second, securities requested by the Company to be included in such registration, and (c) third, Registrable Securities and other securities requested to be included in such registration, pro rata among the holders of such Registrable Securities, including the Management Shareholders to the extent provided in the Management Shareholder Agreement, and the holders of such other securities permitted to have their securities included in such registration on the basis of the number of shares owned by each such holder.

3. REGISTRATION GENERALLY.

     3.1. Registration Procedures. Whenever the holders of Registrable Securities have requested that any Registrable Securities be registered pursuant to this Agreement, the Company will use its best efforts to effect the registration and the sale of such Registrable Securities in accordance with the intended method of disposition thereof and pursuant thereto the Company will as expeditiously as reasonably practicable:

          (a) prepare and (within 60 days after the end of the period within which requests for inclusion in such registration may be given to the Company) file with the Securities and Exchange Commission a registration statement with respect to such Registrable Securities and thereafter use its best efforts to cause such registration statement to become effective; provided that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company will furnish to the counsel selected by the Majority Sponsors owning the Registrable Securities to be included in any Demand Registration copies of all such documents proposed to be filed, which documents will be subject to review by such counsel; provided, further, that such counsel shall forward such documents to the Shareholders participating in such registration, give such Shareholders an opportunity to comment on such

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documents and keep such Shareholders reasonably informed in the registration process;

          (b) prepare and file with the Securities and Exchange Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary (i) to keep such registration statement effective for a period (A) of not less than 180 days (subject to extension pursuant to Section 3.3(b)) or, if such registration statement relates to an underwritten offering, such longer period as in the opinion of counsel for the underwriters a prospectus is required by law to be delivered in connection with sales of Registrable Securities by an underwriter or dealer, or (B) in the case of a Shelf Registration, ending on the earlier of (I) the date on which all Registrable Securities have been sold pursuant to the Shelf Registration or have otherwise ceased to be Registrable Securities, (II) the second anniversary of the effective date of such Shelf Registration, (III) such other date determined by the Majority Sponsors and (IV) when all such Registrable Securities are freely saleable under Rule 144(k) under the Securities Act, and (ii) to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement until such time as all of such securities have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof set forth in such registration statement;

          (c) cause (i) any issuer free writing prospectus to comply with the information and legending requirements under paragraph (c) of Rule 433 and to be accompanied or preceded by a statutory prospectus to the extent required under Rule 433, and (ii) any free writing prospectus or issuer information contained in a free writing prospectus required to be filed by the Company with the Securities and Exchange Commission under paragraph (d) under Rule 433 to be so filed in accordance with such requirements;

          (d) furnish to each seller of Registrable Securities such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus), each free writing prospectus used in connection with such registration and such other documents as such seller may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller;

          (e) use its best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such United States or foreign jurisdictions as any seller reasonably requests and do any and all other acts and things which may be reasonably necessary or advisable to enable such seller to consummate the disposition in such jurisdictions of the Registrable Securities owned by such seller (provided that the Company will not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subsection, (ii) subject itself to

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taxation in respect of doing business in any such jurisdiction or (iii) consent to general service of process in any such jurisdiction);

          (f) promptly notify each seller of such Registrable Securities, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, upon discovery that, or upon the discovery of the happening of any event as a result of which, the prospectus included in such registration statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading in the light of the circumstances under which they were made, and, at the request of any such seller, the Company will prepare and furnish to such seller a reasonable number of copies of a supplement or amendment to such prospectus so that, as thereafter delivered to the prospective purchasers of such Registrable Securities, such prospectus will not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading in the light of the circumstances under which they were made;

          (g) cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed and, if not so listed, to be listed on the NASD automated quotation system and, if listed on the NASD automated quotation system, use its best efforts to secure designation of all such Registrable Securities covered by such registration statement as a “NMS Security” within the meaning of Rule 600(b)(46) of Regulation NMS of the Securities and Exchange Commission or, failing that, to secure NASDAQ authorization for such Registrable Securities and, without limiting the generality of the foregoing, to arrange for at least two market makers to register as such with respect to such Registrable Securities with the NASD;

          (h) provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such registration statement;

          (i) enter into such customary agreements (including underwriting agreements in customary form) and take all such other actions as the Majority Sponsors owning the Registrable Securities to be included in the registration or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities (which might include effecting a share split or a combination of shares);

          (j) make available for inspection by any seller of Registrable Securities, any underwriter participating in any disposition pursuant to such registration statement and any attorney, accountant or other agent retained by any such seller or underwriter, all financial and other records, pertinent corporate documents and properties of the Company, and cause the Company’s officers, directors, employees and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement, and to cooperate and

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participate as reasonably requested by any such seller in road show presentations, in the preparation of the registration statement, each amendment and supplement thereto, the prospectus included therein, and other activities as such seller may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller;

          (k) otherwise use its best efforts to comply with all applicable rules and regulations of the Securities and Exchange Commission, and make available to its security holders, as soon as reasonably practicable, but not later than 18 months after the effective date of the registration statement, an earnings statement covering the period of at least twelve months beginning with the first day of the Company’s first full calendar quarter after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;

          (l) in the event of the issuance of any stop order suspending the effectiveness of a registration statement, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any Securities included in such registration statement for sale in any jurisdiction, the Company will use its reasonable best efforts promptly to obtain the withdrawal of such order;

          (m) obtain one or more comfort letters, dated the effective date of such registration statement (and, if such registration includes an underwritten public offering, dated the date of the closing under the underwriting agreement), signed by the Company’s independent registered public accounting firm in the then-current customary form and covering such matters of the type customarily covered from time to time by comfort letters as the holders of a majority of the Registrable Securities being sold reasonably request;

          (n) provide a legal opinion of the Company’s outside counsel, dated the effective date of such registration statement (and, if such registration includes an underwritten public offering, dated the date of the closing under the underwriting agreement), with respect to the registration statement, each amendment and supplement thereto, the prospectus included therein (including the preliminary prospectus) and such other documents relating thereto in the then-current customary form and covering such matters of the type customarily covered from time to time by legal opinions of such nature (in a form reasonably acceptable to the holders of a majority of the Registrable Securities included in the registration);

          (o) cooperate with the sellers of Registrable Securities covered by the registration statement and the managing underwriter or agent, if any, to facilitate the timely preparation and delivery of certificates (not bearing any restrictive legends) representing securities to be sold under the registration statement, and enable such securities to be in such denominations and registered

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in such names as the managing underwriter or agent, if any, or such holders may request;

          (p) notify counsel for the sellers of Registrable Securities included in such registration statement and the managing underwriter or agent, immediately, and confirm the notice in writing (i) when the registration statement, or any post-effective amendment to the registration statement, shall have become effective, or any supplement to the prospectus or any amendment prospectus shall have been filed, (ii) of the receipt of any comments from the Securities and Exchange Commission, (iii) of any request of the Securities and Exchange Commission to amend the registration statement or amend or supplement the prospectus or for additional information, and (iv) of the issuance by the Securities and Exchange Commission of any stop order suspending the effectiveness of the registration statement or of any order preventing or suspending the use of any preliminary prospectus, or of the suspension of the qualification of the registration statement for offering or sale in any jurisdiction, or of the institution or threatening of any proceedings for any of such purposes;

          (q) use its reasonable effort to prevent the issuance of any stop order suspending the effectiveness of the registration statement or of any order preventing or suspending the use of any preliminary prospectus and, if any such order is issued, to obtain the withdrawal of any such order at the earliest possible moment;

          (r) if requested by the managing underwriter or agent or any holder of Registrable Securities covered by the registration statement, promptly incorporate in a prospectus supplement or post-effective amendment such information as the managing underwriter or agent or such holder reasonably requests to be included therein, including, without limitation, with respect to the number of Registrable Securities being sold by such holder to such underwriter or agent, the purchase price being paid therefor by such underwriter or agent and with respect to any other terms of the underwritten offering of the Registrable Securities to be sold in such offering; and make all required filings of such prospectus supplement or post-effective amendment as soon as practicable after being notified of the matters incorporated in such prospectus supplement or post-effective amendment;

          (s) cooperate with each seller of Registrable Securities and each underwriter or agent participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with the National Association of Securities Dealers, Inc.; and

          (t) cause its appropriate officers to attend and participate in presentations to and meetings with prospective purchasers of the Registrable Securities, or a “roadshow”, as reasonably requested by the underwriters, if any.

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The Company may require each seller of Registrable Securities as to which any registration is being effected to furnish the Company such information relating to the sale or registration of such Securities regarding such seller and the distribution of such securities as the Company may from time to time reasonably request in writing.

     3.2. Registration Expenses.

          (a) All expenses incident to the Company’s performance of or compliance with this Agreement, including, without limitation, all registration, qualification and filing fees, fees and expenses of compliance with securities or blue sky laws, printing expenses, messenger and delivery expenses, and fees and disbursements of counsel for the Company and all independent certified public accountants, underwriters (excluding discounts and commissions) and other Persons retained by the Company (all such expenses being herein called “Registration Expenses”), will be paid by the Company in respect of each Demand Registration and each Piggyback Registration, whether or not it has become effective, including that the Company will pay its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit or quarterly review, the expense of any liability insurance and the expenses and fees for listing the securities to be registered on each securities exchange on which similar securities issued by the Company are then listed or on the NASD automated quotation system or any other quotation system.

          (b) In connection with each Demand Registration and each Piggyback Registration, whether or not it has become effective, the Company will pay, and reimburse the holders of Registrable Securities covered by such registration for the payment of, the reasonable fees and disbursements of one counsel chosen by the holders of a majority of the Registrable Securities included in such registration, and such expenses shall be considered Registration Expenses hereunder.

     3.3. Participation in Underwritten Offerings.

          (a) No Person may participate in any registration hereunder which is underwritten unless such Person (i) agrees to sell such Person’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements (including, without limitation, pursuant to the terms of any over-allotment or “green shoe” option requested by the managing underwriter(s), provided that no holder of Registrable Securities will be required to sell more than the number of Registrable Securities that such holder has requested the Company to include in any registration) and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

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          (b) Each Person that is participating in any registration hereunder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3.1(f) above, such Person will forthwith discontinue the disposition of its Registrable Securities pursuant to the registration statement until such Person’s receipt of the copies of a supplemented or amended prospectus as contemplated by such Section 3.1(f). In the event the Company shall give any such notice, the applicable time period mentioned in Section 3.1(b) during which a Registration Statement is to remain effective shall be extended by the number of days during the period from and including the date of the giving of such notice pursuant to this paragraph to and including the date when each seller of a Registrable Security covered by such registration statement shall have received the copies of the supplemented or amended prospectus contemplated by Section 3.1(f).

     3.4. Holdback Agreements.

     3.4.1. Securityholder Holdback. To the extent not inconsistent with applicable law, each holder of Registrable Securities shall not offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of any Common Shares, or any options or warrants to purchase any Common Shares, or any securities convertible into, exchangeable for or that represent the right to receive Common Shares, whether now owned or hereinafter acquired, owned directly by the holder (including holding as a custodian) or with respect to which the holder has beneficial ownership within the rules and regulations of the Securities and Exchange Commission, during (a) with respect to the Initial Public Offering, the seven days prior to and the 180-day period beginning on the effective date of such Initial Public Offering, (b) with respect to any other underwritten Demand Registration or any underwritten Piggyback Registration in which Registrable Securities are included, the seven days (or such shorter period as shall be acceptable to the underwriters in such offering) prior to and the 90-day period beginning on the effective date of such registration, and (c) upon notice from the Company of the commencement of an underwritten distribution in connection with any Shelf Registration, the seven days (or such shorter period as shall be acceptable to the underwriters in such offering) prior to and the 90-day period beginning on the date of commencement of such distribution, in each case except as part of such underwritten registration, and in each case unless the underwriters managing the registered public offering otherwise agree (in each case, such period, the “Lock-Up Period”); provided, however, if (i) during the period that begins on the date that is 15 calendar days plus three Business Days before the last day of the Lock-Up Period and ends on the last day of the Lock-Up Period, the Company issues an earnings release or material news or a material event relating to the Company occurs, or (ii) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results during the 16 day period beginning on the last day of the Lock-Up Period, the restrictions imposed shall continue to apply until the expiration of the date that is 15 calendar days plus three Business Days after the date on which the issuance of the earnings release or the material news or material event occurs. Any waiver by the underwriters of the foregoing restrictions on transfers by the holders shall be granted to all holders on equal terms.

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     3.4.2. Company Holdback. The Company shall not offer, sell, contract to sell or otherwise dispose of any securities of the Company that are substantially similar to the Common Shares, including but not limited to any securities that are convertible into or exchangeable for, or that represent the right to receive, Common Shares or any such substantially similar securities, during (a) with respect to the Initial Public Offering, the seven days prior to and the 180-day period beginning on the effective date of such Initial Public Offering, (b) with respect to any other underwritten Demand Registration or any underwritten Piggyback Registration in which Registrable Securities are included, the seven days prior to and the 90-day period beginning on the effective date of such registration, and (c) upon notice from any holder(s) of Registrable Securities subject to a Shelf Registration that such holder(s) intend to effect an underwritten distribution of Registrable Securities pursuant to such Shelf Registration (upon receipt of which, the Company will promptly notify all other holders of Registrable Securities of the date of the commencement of such distribution), the seven days prior to and the 90-day period beginning on the date of the commencement of such distribution, in each case except as part of such underwritten registration or pursuant to registrations on Form F-4, Form S-4 or Form S-8, and in each case unless the underwriters managing the registered public offering otherwise agree.

     3.5. Current Public Information. At all times after the Company has filed a registration statement with the Securities and Exchange Commission pursuant to the requirements of either the Securities Act or the Securities Exchange Act, the Company will use its reasonable efforts to timely file all reports required to be filed by it under the Securities Act and the Securities Exchange Act and the rules and regulations adopted by the Securities and Exchange Commission thereunder, and will take such further action as any holder or holders of Registrable Securities may reasonably request, all to the extent required to enable such holders to sell Registrable Securities pursuant to Rule 144 adopted by the Securities and Exchange Commission under the Securities Act (as such rule may be amended from time to time) or any similar rule or regulation hereafter adopted by the Securities and Exchange Commission.

4. INDEMNIFICATION.

     4.1. Indemnification by the Company. The Company agrees to indemnify and hold harmless, to the fullest extent permitted by law, each holder of Registrable Securities and, as applicable, its officers, directors, trustees, employees, shareholders, holders of beneficial interests, members, and general and limited partners (collectively, such holder’s “Indemnitees”) and each Person who controls such holder (within the meaning of the Securities Act) against any and all losses, claims, damages, liabilities, joint or several, to which such holder or any such Indemnitee may become subject under the Securities Act, equivalent foreign securities laws or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon (a) any untrue or alleged untrue statement of material fact contained in any registration statement, prospectus, preliminary prospectus or free writing prospectus or any amendment thereof or supplement thereto, together with any documents incorporated therein by reference or, (b) any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, and the Company will reimburse such holder and each of its Indemnitees for any legal or any other expenses, including any amounts paid in any settlement

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effected with the consent of the Company, which consent will not be unreasonably withheld or delayed, incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon an untrue statement or alleged untrue statement, or omission or alleged omission, made in such registration statement, any such prospectus, preliminary prospectus or free writing prospectus or any amendment or supplement thereto, or in any application, in reliance upon, and in conformity with, written information prepared and furnished to the Company by such holder expressly for use therein. In connection with an underwritten offering, the Company will indemnify such underwriters, their officers and directors and each Person who controls such underwriters (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the holders of Registrable Securities.

     4.2. Indemnification by Holders of Registrable Securities. In connection with any registration statement in which a holder of Registrable Securities is participating, each such holder will furnish to the Company in writing such information and affidavits as the Company reasonably requests for use in connection with any such registration statement, prospectus or free writing prospectus, and, to the extent permitted by law, will indemnify and hold harmless the Company and its Indemnitees against any losses, claims, damages or liabilities, joint or several, to which the Company or any such Indemnitee may become subject under the Securities Act, equivalent foreign securities laws or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon (a) any untrue or alleged untrue statement of material fact contained in the registration statement, prospectus, preliminary prospectus or free writing prospectus or any amendment thereof or supplement thereto or in any application, together with any documents incorporated therein by reference or (b) any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, any such prospectus, preliminary prospectus or free writing prospectus or any amendment or supplement thereto, or in any application, in reliance upon and in conformity with written information prepared and furnished to the Company by such holder expressly for use therein, and such holder will reimburse the Company and each such Indemnitee for any legal or any other expenses including any amounts paid in any settlement effected with the consent of such holder, which consent will not be unreasonably withheld or delayed, incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding; provided, however, in no event shall the liability of any selling holder hereunder (together with any liability of such holder under any similar provision contained in any applicable underwriting agreement) be greater in amount than the amount by which the total price at which the Registrable Securities of such holder were offered to the public (less underwriters’ discount and commissions) exceeds the total amount of any damages which such holder has otherwise been required to pay by reason of any untrue or alleged untrue statement or omission or alleged omission of such holder in connection with such offering.

     4.3. Procedure. Any Person entitled to indemnification hereunder will (a) give prompt written notice to the indemnifying party of any claim with respect to which it seeks

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indemnification (provided, however, that the failure of any indemnified party to give such notice shall not relieve the indemnifying party of its obligations hereunder, except to the extent that the indemnifying party is actually prejudiced by such failure to give such notice), and (b) unless in such indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist with respect to such claim, permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party. If such defense is assumed, the indemnifying party will not be subject to any liability for any settlement made by the indemnified party without its consent (but such consent will not be unreasonably withheld or delayed). An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim will not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim.

     4.4. Entry of Judgment; Settlement. The indemnifying party shall not, except with the approval of each indemnified party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to each indemnified party of a release from all liability in respect to such claim or litigation without any payment or consideration provided by such indemnified party.

     4.5. Contribution. If the indemnification provided for in this Section 4 is, other than expressly pursuant to its terms, unavailable to or is insufficient to hold harmless an indemnified party under the provisions above in respect of any losses, claims, damages or liabilities referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (a) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the sellers of Registrable Securities and any other sellers participating in the registration statement on the other hand from the sale of Registrable Securities pursuant to the registered offering of securities as to which indemnity is sought or (b) if the allocation provided by clause (a) above is not permitted by applicable law, in such proportion as is appropriate to reflect the relative benefits referred to in clause (a) above but also the relative fault of the Company on the one hand and of the sellers of Registrable Securities and any other sellers participating in the registration statement on the other hand in connection with the statement or omissions which resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and the sellers of Registrable Securities and any other sellers participating in the registration statement on the other hand shall be deemed to be in the same proportion as the total net proceeds from the offering (before deducting expenses) to the Company bear to the total net proceeds from the offering (before deducting expenses) to the sellers of Registrable Securities and any other sellers participating in the registration statement. The relative fault of the Company on the one hand and of the sellers of Registrable Securities and any other sellers participating in the registration statement on the other hand shall be determined by reference to, among other things, whether the untrue or alleged omission to state a material fact relates to information supplied by the Company or by the sellers of Registrable Securities or other sellers participating in the registration statement and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The obligation to provide contribution will be individual (and not

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joint and several) to each holder and will be limited to the net amount of proceeds received by such holder from the sale of Registrable Securities pursuant to such registration statement, less any other amounts paid by such holder, including pursuant to Section 4.2 hereof, in respect of such untrue statement, alleged untrue statement, omission or alleged omission.

The Company and the sellers of Registrable Securities agree that it would not be just and equitable if contribution pursuant to this Section 4 were determined by pro rata allocation (even if the sellers of Registrable Securities were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding paragraph. The amount paid or payable by an indemnified party as a result of the losses, claims, damages and liabilities referred to in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 4, in no event shall any selling holder hereunder be required to contribute (together with any contribution or other liability of such holder under any similar provision contained in any applicable underwriting agreement) an amount that is greater than the amount by which the total price at which the Registrable Securities of such holder were offered to the public (less underwriters’ discount and commissions) exceeds the total amount of any damages which such holder has otherwise been required to pay by reason of any untrue or alleged untrue statement or omission or alleged omission of such holder in connection with such offering. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.

     4.6. Other Rights. The indemnification and contribution by any such party provided for under this Agreement shall be in addition to any other rights to indemnification or contribution which any indemnified party may have pursuant to law or contract and will remain in full force and effect regardless of any investigation made or omitted by or on behalf of the indemnified party or any officer, director or controlling Person of such indemnified party and will survive the transfer of securities.

5. DEFINITIONS.

     “Affiliate” means, with respect to any Person, (i) any other Person which directly or indirectly through one or more intermediaries controls, or is controlled by, or is under common control with, such Person (for the purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise); provided, however, that neither the Company nor any of its Subsidiaries shall be deemed an Affiliate of any of the Shareholders (and vice versa) and none of the Shareholders shall be deemed Affiliates of each other solely as a result of their relationship with respect to the Company; provided, further, neither Integral Capital nor Capstone shall be deemed to be an Affiliate of any of Silver Lake, Avago Partners or KKR, (ii) if such Person is an investment fund, any other investment fund the primary investment advisor to which is the primary investment advisor to such Person or an Affiliate thereof and (iii) if such Person is a natural Person, any Family Member of such natural Person.

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     “Agreement” shall have the meaning set forth in the Preamble.

     “Amendment” shall have the meaning set forth in Section 6.3.

     “automatic shelf registration statement” has the meaning set forth in Rule 405 under the Securities Act.

     “Avago Partners” has the meaning set forth in the Preamble.

     “Board” shall have the meaning set forth in Section 1.7.

     “Business Day” shall mean any day that is not a Saturday, a Sunday or other day on which banks are required or authorized by law to be closed in Singapore.

     “Capstone” has the meaning set forth in the Preamble.

     “Common Shares” shall have the meaning set forth in the Recitals.

     “Company” shall have the meaning set forth in the Preamble.

     “Demand Notice” shall have the meaning set forth in Section 1.2.

     “Demand Registrations” means Long-Form Registrations and Short-Form Registrations requested pursuant to Section 1.1.

     “Effective Date” shall have the meaning set forth in the Preamble.

     “Family Member” means, with respect to any natural Person, such Person’s spouse and descendants (whether or not adopted) and any trust, family limited partnership or limited liability company that is and remains at all times solely for the benefit of such Person’s spouse and/or descendants.

     “free writing prospectus” has the meaning ascribed to such term under Rule 405 under the Securities Act.

     “Geyser” has the meaning set forth in the Preamble.

     “Indemnitees” shall have the meaning set forth in Section 4.1.

     “Integral Capital” has the meaning set forth in the Preamble.

     “Initial Public Offering” means the initial firm underwritten Public Offering registered under the Securities Act or equivalent foreign securities laws (other than a registration statement on Form F-4, Form S-4 or Form S-8 (or any similar or successor form) or foreign securities laws equivalents thereof).

     “issuer free writing prospectus” has the meaning ascribed to such term under Rule 433(h) under the Securities Act.

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     “KKR” shall have the meaning set forth in the Preamble.

     “Lock-Up Period” shall have the meaning set forth in Section 3.4.1.

     “Long-Form Registrations” shall have the meaning set forth in Section 1.1.

     “Luxco” shall mean Bali Investments S.à r.l., a company organized under the laws of Luxembourg.

     “Majority Sponsor” has the meaning set forth in the Preamble.

     “Majority Sponsor Approval” means the written approval of KKR and Silver Lake.

     “Management Equity Plan” shall have the meaning set forth in the Recitals.

     “Management Shareholders” shall have the meaning set forth in the Recitals.

     “Management Shareholder Agreement” shall have the meaning set forth in the Recitals.

     “Person” means an individual, a partnership, a joint venture, a corporation, a limited liability company, a trust, an unincorporated organization and a government or any department or agency thereof.

     “Permitted Transferee” shall mean, with respect to any Shareholder, an Affiliate of such Shareholder (other than, in the case of any investment fund Shareholder, any “portfolio company” of such Shareholder or any entity controlled by any portfolio company of such Shareholder).

     “Piggyback Registration” shall have the meaning set forth in Section 2.1.

     “Public Offering” means a public offering and sale of Common Shares pursuant to an effective registration statement under the Securities Act and/or in compliance with equivalent applicable foreign securities laws.

     “Registrable Securities” means (i) any Common Share issued to any Shareholder (or any Affiliate thereof) as of the Effective Date or thereafter acquired, including upon conversion of the Company’s Convertible Redeemable Preferred Shares by any Shareholder, (ii) any equity securities issued or issuable directly or indirectly with respect to any of the foregoing securities referred to in clause (i) by way of share dividend or share split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization, and (iii) with respect to any particular registration hereunder, any securities held by a Management Shareholder that are entitled to participate in such registration pursuant to the terms of the Management Shareholder Agreement. As to any particular shares constituting Registrable Securities, such shares will cease to be Registrable Securities when they have been (x) effectively registered under the Securities Act and disposed of in accordance with the registration statement covering them, or (y) sold to the public pursuant to Rule 144 under the Securities Act or sold in a block sale to a financial institution in the ordinary course of its trading business. For purposes of this Agreement, a Person will be deemed to be a holder of Registrable Securities whenever such Person has the right to acquire directly or indirectly such Registrable Securities

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(upon conversion or exercise in connection with a transfer of securities or otherwise, but disregarding any restrictions or limitations upon the exercise of such right), whether or not such acquisition has actually been effected.

     “Registration Expenses” shall have the meaning set forth in Section 3.2.

     “Rule 433” means Rule 433 under the Securities Act or any successor federal law then in force.

     “Securities Act” means the United States Securities Act of 1933, as amended, or any successor federal law then in force.

     “Securities and Exchange Commission” means the United States Securities and Exchange Commission and any governmental body or agency succeeding to the functions thereof.

     “Securities Exchange Act” means the United States Securities Exchange Act of 1934, as amended, or any successor federal law then in force.

     “Shareholders” shall have the meaning set forth in the Preamble.

     “Shareholder Agreement” means that certain Shareholder Agreement, dated as of the Effective Date, among the Company and the Shareholders, as amended from time to time in accordance with its terms.

     “Shelf Registration” shall have the meaning set forth in Section 1.4.

     “Short-Form Registrations” shall have the meaning set forth in Section 1.1.

     “Silver Lake” shall have the meaning set forth in the Preamble.

     “SLP Cayman” shall have the meaning set forth in the Preamble.

     “Temasek” has the meaning set forth in the Preamble.

     “Transfer” shall mean any sale, pledge, assignment, encumbrance or other transfer or disposition of any shares of Registrable Securities to any other Person, whether directly, indirectly, voluntarily, involuntarily, by operation of law, pursuant to judicial process or otherwise.

6. MISCELLANEOUS.

     6.1. No Inconsistent Agreements; Foreign Registration. The Company will not hereafter enter into any agreement with respect to its securities which is inconsistent with or violates the rights granted to the holders of Registrable Securities in this Agreement. In the event the Board and the Majority Sponsor approve a public offering or a sale of the Common Shares of the Company (or other securities representing, or exercisable for or convertible into, common shares) pursuant to the securities laws of a country other than the United States of America, the Board shall have the power to amend this Agreement in such manner as it shall

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deem reasonably necessary to ensure that the provisions of this Agreement will apply in as close to the same manner as possible under such foreign securities laws, and to otherwise preserve and give effect to the rights of the parties hereto.

     6.2. Remedies. The parties hereto agree and acknowledge that money damages may not be an adequate remedy for any breach of the provisions of this Agreement and that, in addition to any other rights and remedies at law or in equity existing in its favor, any party shall be entitled to specific performance and/or other injunctive relief from any court of law or equity of competent jurisdiction (without posting any bond or other security) in order to enforce or prevent violation of the provisions of this Agreement.

     6.3. Amendment and Waiver. Except as otherwise provided herein, this Agreement may be amended, modified, extended or terminated, and the provisions hereof may be waived, only by an agreement in writing signed by the Company and each Majority Sponsor that holds Registrable Securities; provided, however, that the admission of new parties pursuant to the terms of Section 6.4 shall not constitute an amendment of this Agreement for purposes of this Section 6.3. Notwithstanding the foregoing, if any amendment, modification, extension, termination or waiver (an “Amendment”) would treat or have the effect of treating in their capacity as Shareholders any Shareholder or group of Shareholders in a manner different from, and materially adverse relative to, the Majority Sponsors voting in favor of such Amendment, then such Amendment will require the prior written consent of the Shareholder or Shareholders holding a majority of the Registrable Securities of such group adversely treated. Each such Amendment shall be binding upon each party hereto and each Shareholder subject hereto. In addition, each party hereto and each Shareholder subject hereto may waive any right hereunder, as to itself, by an instrument in writing signed by such party or Shareholder. The failure of any party to enforce any provisions of this Agreement shall in no way be construed as a waiver of such provisions and shall not affect the right of such party thereafter to enforce each and every provision of this Agreement in accordance with its terms. To the extent the Amendment of any Section of this Agreement would require a specific consent pursuant to this Section 6.3, any Amendment to definitions to the extent used in such Section shall also require the specified consent.

     6.4. Successors and Assigns; Transferees. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors and assigns. Registrable Securities shall continue to be Registrable Securities after any Transfer (except if such securities were effectively registered under the Securities Act and disposed of in accordance with the registration statement covering them, sold to the public pursuant to Rule 144 under the Securities Act or sold in a block sale to a financial institution in the ordinary course of its trading business). Any transferee receiving shares of Registrable Securities in a Transfer effected in compliance with the terms of the Shareholder Agreement shall become a Shareholder, party to this Agreement and subject to the terms and conditions of, and be entitled to enforce, this Agreement to the same extent, and in the same capacity, as the Person that Transfers such Registrable Securities to such transferee; provided that only a Permitted Transferee of a Majority Sponsor will be deemed to be a Majority Sponsor for purposes of this Agreement. For the avoidance of doubt, any transferee receiving Registrable Securities in a Transfer that is not a Majority Sponsor or a Permitted Transferee of a Majority Sponsor or its Affiliates will become a party to this Agreement without the benefit of the right to initiate Demand Registrations or other

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rights afforded to the Majority Sponsors hereunder. Prior to the Transfer of any Registrable Securities to any transferee, and as a condition thereto, each Shareholder effecting such Transfer shall (a) cause such transferee to deliver to the Company and each of the Shareholders its written agreement, in form and substance reasonably satisfactory to the Company, to be bound by the terms and conditions of this Agreement to the extent described in the preceding sentence and (b) if such Transfer is to a Permitted Transferee, remain directly liable for the performance by such Permitted Transferee of all obligations of such transferee under this Agreement.

     6.5. Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or the effectiveness or validity of any provision in any other jurisdiction, and this Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.

     6.6. Counterparts. This Agreement may be executed in separate counterparts, each of which shall be an original and all of which taken together shall constitute one and the same Agreement.

     6.7. Descriptive Headings. The descriptive headings of this Agreement are inserted for convenience only and do not constitute a part of this Agreement.

     6.8. Notices. Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given, delivered and effective on the earliest of (i) the date of receipt of confirmation of transmission, if such notice or communication is delivered via facsimile at the facsimile telephone number specified in this Section 6.8 prior to 5:00 p.m. (Singapore time) on a Business Day, (ii) the Business Day after the date of receipt of confirmation of transmission, if such notice or communication is delivered via facsimile at the facsimile telephone number specified in this Agreement later than 5:00 p.m. (Singapore time) on any Business Day and earlier than 11:59 p.m. (Singapore time) on the day preceding the next Business Day, (iii) one (1) Business Day after when sent, if sent by nationally recognized overnight courier service (charges prepaid), (iv) the date of receipt of a non-automated reply email confirming receipt, if sent via email, or (v) upon actual receipt by the party to whom such notice is required to be given. The address for such notices and communications shall be as follows (or such other address as any such Party may designate by written notice to the other parties):

     If to the Company:

Avago Technologies Limited No. 1 Yishun Avenue 7 Singapore 768923 Singapore
Facsimile:	(408) 435-4288
Attention:	Dick M. Chang and Rex Jackson
E-mail:	dick.chang@avagotech.com and rex.jackson@avagotech.com

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     with a copy to:

Kohlberg Kravis Roberts & Co. 2800 Sand Hill Road, Suite 200 Menlo Park, California 94025
Facsimile:	(650) 233-6574 and (650) 233-6548
Attention:	James H. Greene Jr. and Adam A. Clammer
E-mail:	jgreene@kkr.com and adam@kkr.com

     and with a copy to:

Silver Lake Partners 2725 Sand Hill Road, Suite 150 Menlo Park, California 94025
Facsimile:	(650) 234-2593
Attention:	Alan K. Austin, Managing Director and Chief Operating Officer, and Yolande Jun, Chief Financial Officer
E-mail:	alan.austin@silverlake.com and yolande.jun@silverlake.com

     and with a copy to:

Latham & Watkins LLP 135 Commonwealth Drive Menlo Park, CA 94025
Facsimile:	(650) 463-2600
Attention:	Peter F. Kerman
E-mail:	peter.kerman@lw.com

     If to Luxco:

Bali Investments S.à r.l. 9, rue Schiller L-2519 Luxembourg Luxembourg
Facsimile:	+352 466 234
Attention:	Susanne Th. Kortekaas
E-mail:	susanne.kortekas@loyens.com

     with a copy to:

Kohlberg Kravis Roberts & Co. 2800 Sand Hill Road, Suite 200 Menlo Park, California 94025
Facsimile:	(650) 233-6574 and (650) 233-6548
Attention:	James H. Greene Jr. and Adam A. Clammer
E-mail:	jgreene@kkr.com and adam@kkr.com

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     and with a copy to:

Silver Lake Partners 2725 Sand Hill Road, Suite 150 Menlo Park, California 94025
Facsimile:	(650) 234-2593
Attention:	Alan K. Austin, Managing Director and Chief Operating Officer, and Yolande Jun, Chief Financial Officer
E-mail:	alan.austin@silverlake.com and yolande.jun@silverlake.com

     and with a copy to:

Latham & Watkins LLP 135 Commonwealth Drive Menlo Park, CA 94025
Facsimile:	(650) 463-2600
Attention:	Peter F. Kerman
E-mail:	peter.kerman@lw.com

     If to Avago Partners:

Avago Investment Partners, Limited Partnership c/o Walkers SPV Limited PO Box 908GT George Town, Grand Cayman Cayman Islands
Facsimile:	(345) 814-8217
Attention:	Iain McMurdo
E-mail:	imcmurdo@walkers.com.ky

     with a copy to:

Kohlberg Kravis Roberts & Co. 2800 Sand Hill Road, Suite 200 Menlo Park, California 94025
Facsimile:	(650) 233-6574 and (650) 233-6548
Attention:	James H. Greene Jr. and Adam A. Clammer
E-mail:	jgreene@kkr.com and adam@kkr.com

     and with a copy to:

Silver Lake Partners 2725 Sand Hill Road, Suite 150 Menlo Park, California 94025
Facsimile:	(650) 234-2593
Attention:	Alan K. Austin, Managing Director and Chief Operating Officer, and Yolande Jun, Chief Financial Officer
E-mail:	alan.austin@silverlake.com and yolande.jun@silverlake.com

- 22 -

     and with a copy to:

Latham & Watkins LLP 135 Commonwealth Drive Menlo Park, CA 94025
Facsimile:	(650) 463-2600
Attention:	Peter F. Kerman
E-mail:	peter.kerman@lw.com

     If to Silver Lake:

Silver Lake Partners II Cayman and Silver Lake Technology Investors II Cayman c/o Walkers SPV Limited PO Box 908GT George Town, Grand Cayman Cayman Islands
Facsimile:	(345) 814-8217
Attention:	Iain McMurdo
E-mail:	imcmurdo@walkers.com.ky

     with a copy to:

Silver Lake Partners 2725 Sand Hill Road, Suite 150 Menlo Park, California 94025
Facsimile:	(650) 234-2593
Attention:	Alan K. Austin, Managing Director and Chief Operating Officer, and Yolande Jun, Chief Financial Officer
E-mail:	alan.austin@silverlake.com and yolande.jun@silverlake.com

     and with a copy to:

Latham & Watkins LLP 135 Commonwealth Drive Menlo Park, CA 94025
Facsimile:	(650) 463-2600
Attention:	Peter F. Kerman
E-mail:	peter.kerman@lw.com

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     If to KKR:

KKR Millennium Fund (Overseas), KKR European Fund, KKR European Fund II and KKR Partners (International) c/o Eeson & Woolstencroft LLP Suite 500, 603 - 7th Avenue S.W. Calgary, Alberta Canada
Facsimile:	(403) 264-1603
Attention:	Mark N. Woolstencroft
E-mail:	mark.woolstencroft@ewlegal.com

     with a copy to:

Kohlberg Kravis Roberts & Co. 2800 Sand Hill Road, Suite 200 Menlo Park, California 94025
Facsimile:	(650) 233-6574 and (650) 233-6548
Attention:	James H. Greene Jr. and Adam A. Clammer
E-mail:	jgreene@kkr.com and adam@kkr.com

     and with a copy to:

Latham & Watkins LLP 135 Commonwealth Drive Menlo Park, CA 94025
Facsimile:	(650) 463-2600
Attention:	Peter F. Kerman
E-mail:	peter.kerman@lw.com

     If to Integral Capital:

Integral Capital Partners 3000 Sand Hill Road Bldg. 3, Suite 240 Menlo Park, California 94025
Facsimile:	(650) 233-0366
Attention:	Pamela K. Hagenah
E-mail:	pam@icp.com

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     If to Temasek:

Seletar Investments Pte. Ltd. 60B Orchard Road #06-18 Tower 2 The Atrium @ Orchard Singapore 238891 Singapore
Facsimile:	011-65-6821-1172
Attention:	Dennis Siew and Andrew Yeo
E-mail:	dsiew@temasek.com.sg and andrewyeo@temasek.com.sg

     with a copy to:

Milbank, Tweed, Hadley & McCloy LLP 30 Raffles Place #14-00 Caltex House Singapore 048622 Singapore
Facsimile:	011-65-6428-2500 and (650) 739-7100
Attention:	David H. Zemans and Melainie K. Mansfield
E-mail:	dzemans@milbank.com and mmansfield@milbank.com

     If to Geyser:

Geyser Investment Pte. Ltd. c/o GIC 168 Robinson Road #37-01 Capital Tower Singapore 068912 Singapore
Facsimile:	011-65-6889-6891
Attention:	Ng Kin Sze
E-mail:	ngkinsze@gic.com.sg

     with a copy to:

Geyser Investment Pte. Ltd. c/o GIC Special Investments Pte. Ltd. 255 Shoreline Drive, Suite 600 Redwood City, CA 94065
Facsimile:	(650) 802-1213
Attention:	Tay Lim Hock and Soo Yar Ping
E-mail:	taylimhock@gic.com.sg and sooyarping@gic.com.sg

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     and with a copy to:

Heller Ehrman LLP 333 Bush Street San Francisco, CA 94104-2878
Facsimile:	(415) 772-6268
Attention:	Randall B. Schai
E-mail:	randall.schai@hellerehrman.com

     If to Capstone:

Capstone Equity Investors LLC 9 West 57th Street New York, New York 10019
Facsimile:	(212) 230-9795
Attention:	Dean Nelson
E-mail:	nelsd@kkr.com

     6.9. Delivery by Facsimile. This Agreement and any signed agreement or instrument entered into in connection herewith or contemplated hereby, and any amendments hereto or thereto, to the extent signed and delivered by means of a facsimile machine, shall be treated in all manner and respects as an original agreement or instrument and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. At the request of any party hereto or to any such agreement or instrument, each other party hereto or thereto shall re-execute original forms thereof and deliver them to all other parties. No party hereto or to any such agreement or instrument shall raise the use of a facsimile machine to deliver a signature or the fact that any signature or agreement or instrument was transmitted or communicated through the use of a facsimile machine as a defense to the formation of a contract and each such party forever waives any such defense.

     6.10. Governing Law. The Singapore Companies Act will govern all issues concerning the internal corporate affairs of the Company. All other issues concerning this agreement shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the law of any jurisdiction other than the State of New York.

*                *                Signature pages follow                *                *

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          IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement on the day and year first above written.

COMPANY: AVAGO TECHNOLOGIES LIMITED
By:	/s/ James H. Greene Jr.
Name:	James H. Greene Jr.
Title:	Director

Signature Page to Registration Rights Agreement for Avago Technologies Limited

SHAREHOLDERS BALI INVESTMENTS S.À R.L.
By:	/s/ Kenneth Y. Hao
Name:	Kenneth Y. Hao
Title:	Manager

Signature Page to Registration Rights Agreement for Avago Technologies Limited

SILVER LAKE PARTNERS II CAYMAN, L.P.
By:	Silver Lake Technology Associates II Cayman, L.P., its General Partner
By:	Silver Lake (Offshore) AIV GP II, Ltd., its General Partner
By:	/s/ Alan K. Austin
Name:	Alan K. Austin
Title:	Director
SILVER LAKE TECHNOLOGY INVESTORS II CAYMAN, L.P.
By:	Silver Lake (Offshore) AIV GP II, Ltd., its General Partner
By:	/s/ Alan K. Austin
Name:	Alan K. Austin
Title:	Director

Signature Page to Registration Rights Agreement for Avago Technologies Limited

INTEGRAL CAPITAL PARTNERS VII, L.P.
By:	Integral Capital Management VII, LLC, its General Partner
By:	/s/ Pamela K. Hagenah
Name:	Pamela K. Hagenah
Title:	Manager

Signature Page to Registration Rights Agreement for Avago Technologies Limited

KKR MILLENNIUM FUND (OVERSEAS), LIMITED PARTNERSHIP
By:	KKR Associates Millennium (Overseas), Limited Partnership, its General Partner
By:	KKR Millennium (Overseas), Limited, its General Partner
By:	/s/ James H. Greene Jr.
Name:	James H. Greene Jr.
Title:	Director

KKR EUROPEAN FUND, LIMITED PARTNERSHIP
By:	KKR Associates Europe, Limited Partnership, its General Partner
By:	KKR Europe Limited, its General Partner
By:	/s/ James H. Greene Jr.
Name:	James H. Greene Jr.
Title:	Director

KKR EUROPEAN FUND II, LIMITED PARTNERSHIP
By:	KKR Associates Europe II, Limited Partnership, its General Partner
By:	KKR Europe II Limited, its General Partner
By:	/s/ James H. Greene Jr.
Name:	James H. Greene Jr.
Title:	Director

KKR PARTNERS (INTERNATIONAL), LIMITED PARTNERSHIP
By:	KKR 1996 Overseas, Limited
By:	/s/ James H. Greene Jr.
Name:	James H. Greene Jr.
Title:	Director

Signature Page to Registration Rights Agreement for Avago Technologies Limited

AVAGO INVESTMENT PARTNERS, LIMITED PARTNERSHIP
By:	Avago Investment G.P., Limited, its General Partner
By:	/s/ Adam A Clammer
Name:	Adam A Clammer
Title:	KKR Officer
By:	/s/ Kenneth Y. Hao
Name:	Kenneth Y. Hao
Title:	SLP Officer

Signature Page to Registration Rights Agreement for Avago Technologies Limited

SELETAR INVESTMENTS PTE. LTD.
By:	/s/ Dennis Siew
Name:	Dennis Siew
Title:	Authorized Signatory

Signature Page to Registration Rights Agreement for Avago Technologies Limited

GEYSER INVESTMENT PTE. LTD.
By:	/s/ Alvin A. Fong
Name:	Alvin A. Fong
Title:	Authorized Signatory

Signature Page to Registration Rights Agreement for Avago Technologies Limited

CAPSTONE EQUITY INVESTORS LLC
By:	/s/ Dean Nelson
Name:	Dean Nelson
Title:	Managing Member

Signature Page to Registration Rights Agreement for Avago Technologies Limited

EX-10.31 69 f23597orexv10w31.htm EXHIBIT 10.31

Exhibit-10.31

Execution Copy

ADVISORY AGREEMENT

     This Advisory Agreement (this “Agreement”) is made and entered into as of December 1, 2005 (the “Effective Date”), by and among Avago Technologies Limited, a Singapore public limited company (the “Company”), Avago Technologies International Sales Pte. Limited, a Singapore private limited company (“HQCO”), Kohlberg Kravis Roberts & Co., L.P., a Delaware limited partnership (“KKR”), and Silver Lake Management Company, L.L.C., a Delaware limited liability company (“SilverLake” and together with KKR, the “Advisors”). Certain defined terms are defined in Section 19.

     WHEREAS, the Company and HQCO desire to retain the Advisors with respect to the services described herein.

     NOW, THEREFORE, the parties to this Agreement agree as follows:

     1. Term. This Agreement shall be in effect for an initial term commencing on the Effective Date and ending on the twelfth anniversary of the Effective Date (including any extensions thereof, the “Term”), which Term shall automatically be extended thereafter on a year to year basis unless the Company or both Advisors provides written notice of its desire to terminate this Agreement to each of the Advisors and the Company at least 90 days prior to the expiration of the Term or any extension thereof. In addition, in connection with the consummation of a Change in Control or the Initial Public Offering, the Company may terminate this Agreement by delivery of written notice of termination to the Advisors. In the event of a termination of this Agreement, the Company and HQCO shall pay in cash to each of the Advisors (a) all unpaid Advisory Fees (as defined in Section 3(a)), all unpaid Subsequent Transaction Fees (as defined in Section 4(b)) and expenses due under this Agreement with respect to periods prior to the termination date, plus (b) the net present value (using a discount rate equal to the yield as of such termination date on U.S. Treasury securities of like maturity based on the times such payments would have been due) of the Advisory Fees that would have been payable with respect to the period from the termination date through the twelfth anniversary of the Effective Date or, in the case of any extension thereof, through the end of such extension period. The provisions of Sections 1, 4(b), 6, 7, 9, and 15 through 19 shall survive any termination of this Agreement.

     2. Services. The Advisors shall perform or cause to be performed such services for the Company and/or its subsidiaries as mutually agreed by the Advisors and the Company, which services may include, without limitation, the following:

          (a) general executive and management services;

          (b) identification, support, negotiation and analysis of acquisitions and dispositions by the Company and/or its subsidiaries;

          (c) support, negotiation and analysis of financing alternatives, including, without limitation, in connection with acquisitions, capital expenditures and refinancing of existing indebtedness;

          (d) finance functions, including assistance in the preparation of financial projections and monitoring of compliance with financing agreements;

          (e) human resources functions, including searching and hiring of executives; and

          (f) other services for the Company and its subsidiaries upon which the Company and the Advisors agree.

     3. Advisory Fees and Expenses.

          (a) During the Term of this Agreement, the Company and HQCO will pay each Advisor an advisory fee (such Advisor’s “Advisory Fee”) for each fiscal quarter of the Company equal to the product of (x) the Quarterly Fee Amount for such fiscal quarter times (y) 50%. Each Advisor’s Advisory Fee will be payable in advance to such Advisor or its designee by wire transfer of immediately available funds on the first business day of the first month of each fiscal quarter. The pro-rated amount of each Advisor’s Advisory Fee for the period commencing on the Effective Date and ending on the last day of the Company’s fiscal quarter ending on or about January 31, 2006 will be payable by wire transfer of immediately available funds on the Effective Date.

          (b) The Company and HQCO will reimburse each Advisor for such reasonable travel expenses and other reasonable out-of-pocket fees and expenses (including the reasonable fees and expenses of attorneys, accountants or other advisors retained by such Advisor) as may be incurred by such Advisor and its partners, members, employees or agents in connection with the rendering of services pursuant to this Agreement. Such expenses will be reimbursed by wire transfer of immediately available funds promptly upon the request of such Advisor (but in any case no later than five business days following such request) and will be in addition to any other fees or amounts payable to such Advisor pursuant to this Agreement. Unless requested by the Company, in no event shall any Advisor submit its expenses to the Company more often than monthly.

     4. Transaction Fees and Expenses.

          (a) The Company will pay each of the Advisors, or their respective designees, a fee in the amount of $17,500,000 for the services rendered by such Advisor in connection with the acquisition (the “Acquisition”) of Agilent Technologies, Inc.’s Semiconductor Product Group (the “Business”) as contemplated by the Asset Purchase Agreement, dated as of August 14, 2005, as amended, among the Company and Agilent Technologies, Inc., including the evaluation, negotiation, documentation, financing and closing of the Acquisition. Each Advisor’s fee will be payable to such Advisor or its designee by wire transfer of immediately available funds on the Effective Date. In addition, the Company will reimburse each Advisor or its designee, by wire transfer of immediately available funds on the Effective Date, for its reasonable travel expenses and other out-of-pocket fees and expenses (including the fees and expenses of accountants, attorneys, consultants, and other advisors retained by such Advisor) incurred in connection with the foregoing, and all amounts expended, and obligations and

- 2 -

liabilities incurred, on behalf of the Company and its subsidiaries in connection with the Acquisition, including costs, obligations and liabilities incurred in preparing the Company and its subsidiaries to operate the Business as of the Closing.

          (b) The Company and HQCO, jointly and severally, will pay the Advisors or their designees a transaction fee (each, a “Subsequent Transaction Fee”) in connection with the consummation of each transaction that is completed during the Term (or completed after any termination of this Agreement, if such transaction was contemplated at the time of termination of the Agreement) resulting in a Change in Control, acquisition, disposition or divestiture, spin-off, split-off, or financing (whether debt or equity financing) by or involving the Company or its subsidiaries with an aggregate value in excess of $25,000,000 in an amount equal to 1% of the aggregate value of each such transaction (in each case, whether such transaction is by way of merger, purchase or sale of stock, purchase or sale or other disposition of assets, recapitalization, reorganization, consolidation, tender offer, public or private offering or otherwise, and whether consummated directly by the Company or its subsidiaries or, in the case of a Change in Control, indirectly by its shareholders, and determining the value of debt financing without regard to whether such debt financing is actually drawn upon). Each Advisor shall be entitled to a portion of such Subsequent Transaction Fee equal to the product of (x) the amount of such Subsequent Transaction Fee, times (y) 50%. Each Advisor’s allocated portion of a Subsequent Transaction Fee will be payable to such Advisor or its designee by wire transfer of immediately available funds on the date on which such transaction resulting in a Subsequent Transaction Fee is consummated.

     5. Personnel. Each Advisor will provide and devote to the performance of this Agreement such partners, employees and agents of such Advisor as it shall deem appropriate to the furnishing of the services mutually agreed upon by the Company and the Advisors; it being understood that no minimum number of hours is required to be devoted by any or all of the Advisors on a weekly, monthly, annual, or other basis. The fees and other compensation specified in this Agreement will be payable by the Company and HQCO regardless of the extent of services requested by the Company pursuant to this Agreement, and regardless of whether or not the Company requests an Advisor to provide any such services. The Company acknowledges that the services of each of the Advisors are not exclusive, and that each of the Advisors will render similar services to other Persons (including with the same partners, employees, and agents thereof as may render services to the Company).

     6. Liability. None of the Advisors nor any of their respective Affiliates, nor any of their respective partners, shareholders, directors, officers, members, employees or agents (collectively, the “Advisor Group”) shall be liable to the Company, its subsidiaries or any of their Affiliates, employees or shareholders for any loss, liability, damage, cost, settlement, judgment or expense (including attorneys’ fees and expenses) (collectively, a “Loss”) arising out of or in connection with the performance of services contemplated by this Agreement or otherwise provided by any of the Advisors to, or otherwise in connection with the operations of, the Company or any of its subsidiaries or Affiliates, other than as a result of the willful misconduct of such Advisor or any member of its Advisor Group. No Advisor makes any representations or warranties, express or implied, in respect of the services provided by any member of the Advisor Group. Except as an Advisor may otherwise agree in writing after the date hereof with respect to itself or its Affiliates: (i) each member of the Advisor Group shall have the right to, and shall have no duty (contractual or otherwise) not to, directly or indirectly: (A) engage in the same or

- 3 -

similar business activities or lines of business as the Company, its subsidiaries or any of their Affiliates and (B) do business with any client or customer of the Company, its subsidiaries or any of their Affiliates; (ii) no member of the Advisor Group shall be liable to the Company, its subsidiaries or any of their Affiliates, employees or shareholders for breach of any duty (contractual or otherwise) by reason of any such activities or of such Person’s participation therein; and (iii) in the event that any member of the Advisor Group acquires knowledge of a potential transaction or matter that may be a corporate opportunity for the Company, its subsidiaries or any of their Affiliates or shareholders, on the one hand, and any member of the Advisor Group, on the other hand, or any other Person, no member of the Advisor Group shall have any duty (contractual or otherwise) to communicate or present such corporate opportunity to the Company, its subsidiaries or any of their Affiliates or shareholders and, notwithstanding any provision of this Agreement to the contrary, the Advisor Group shall not be liable to the Company, its subsidiaries or any of their Affiliates or shareholders for breach of any duty (contractual or otherwise) by reason of the fact that any member of the Advisor Group directly or indirectly pursues or acquires such opportunity for itself, directs such opportunity to another Person, or does not present such opportunity to the Company, its subsidiaries or any of their Affiliates or shareholders. In no event will any of the parties hereto be liable to any other party hereto for (i) any indirect, special, incidental or consequential damages, including lost profits or savings, whether or not such damages are foreseeable, arising out of this Agreement or the performance of services hereunder, or (ii) in respect of any liabilities relating to any third party claims (whether based in contract, tort or otherwise) arising out of this Agreement or the performance of services hereunder, except as set forth in Section 7 below.

     7. Indemnity. The Company and its subsidiaries shall defend, indemnify and hold harmless each member of the Advisor Group from and against any and all Losses arising from any claim by any Person with respect to, or in any way related to, this Agreement (collectively, “Claims”) arising out of or in connection with the performance of services contemplated by this Agreement or otherwise provided by any member of the Advisor Group to, or otherwise in connection with the operation of the Company or any of its subsidiaries or Affiliates; provided that the foregoing indemnity shall not be available to any Advisor if such Advisor’s Loss is a result of the willful misconduct of such Advisor or any member of its Advisor Group. The Company and its subsidiaries shall defend at their own cost and expense any and all suits or actions (just or unjust) which may be brought against the Company, its subsidiaries or any of their Affiliates, or any member of the Advisor Group or in which any member of the Advisor Group may be impleaded with others upon any Claims, or upon any matter, directly or indirectly related to or arising out of this Agreement or the performance hereof by any member of the Advisor Group; provided that the Company and its subsidiaries shall not settle any such Claim without the consent of the Advisors party thereto. If the indemnification provided for above is unavailable in respect of any Losses, then the Company and its subsidiaries, in lieu of indemnifying any member of the Advisor Group, shall contribute to the amount paid or payable by such member of the Advisor Group in such proportion as is appropriate to reflect the relative fault of the Company and their subsidiaries, on the one hand, and such member, on the other hand, in connection with the actions which resulted in such Losses, as well as any other equitable considerations.

     8. Independent Contractor. Each of the Advisors and the Company agree that each Advisor shall perform services hereunder as an independent contractor, retaining control over

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and responsibility for its own operations and personnel. No Advisor or any of its partners, members, employees or agents shall be considered employees or agents of the Company or any of their subsidiaries as a result of this Agreement nor shall any of them have authority under this Agreement to contract in the name of or bind the Company or any of their subsidiaries, except as expressly agreed to in writing by the Company or any of their subsidiaries, respectively.

     9. Notices. Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given, delivered and effective on the earliest of (i) the date of transmission, if such notice or communication is delivered via facsimile at the facsimile telephone number specified in this Section 9 prior to 5:00 p.m. (New York time) on a business day, (ii) the business day after the date of transmission, if such notice or communication is delivered via facsimile at the facsimile telephone number specified in this Agreement later than 5:00 p.m. (New York time) on any business day and earlier than 11:59 p.m. (New York time) on the day preceding the next business day, (iii) one (1) business day after when sent, if sent by nationally recognized overnight courier service (charges prepaid), or (iv) upon actual receipt by the party to whom such notice is required to be given. The address for such notices and communications shall be as follows:

To the Company:

Avago Technologies Limited
No. 1 Yishun Avenue 7
Singapore 768923
Attention: Chief Executive Officer

To SilverLake:

Silver Lake Management Company, L.L.C.
2725 Sand Hill Road, Suite 150
Menlo Park, CA 94025
Attention: Kenneth Y. Hao

To KKR:

Kohlberg Kravis Roberts & Co., L.P.
2800 Sand Hill Road, Suite 200
Menlo Park, CA 94025
Attention: Adam H. Clammer

     10. Successors. This Agreement and all the obligations and benefits hereunder shall inure to the successors and assigns of the parties.

     11. Assignment. No party may assign any obligations hereunder to any other party without the prior written consent of each of the other parties; provided that any Advisor may, without consent of the Company or the other Advisors, assign its rights and obligations under this Agreement to any of its Affiliates.

- 5 -

     12. Counterparts. This Agreement may be executed and delivered by each party hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original and all of which taken together shall constitute but one and the same agreement.

     13. Entire Agreement. The terms and conditions hereof constitute the entire agreement between the parties hereto with respect to the subject matter of this Agreement and supersede all previous communications, either oral or written, representations or warranties of any kind whatsoever, except as expressly set forth herein.

     14. Amendments and Waivers. No amendment, modification, extension, termination or waiver of any term, provision or condition of this Agreement (each, an “Amendment”) shall be effective unless in writing and executed by the Company and both Advisors.

     Each such Amendment shall be binding upon each party hereto. In addition, each party hereto may waive any right hereunder, as to itself, by an instrument in writing signed by such party. No waiver on any one occasion shall extend to or effect or be construed as a waiver of any right or remedy on any other occasion. No course of dealing of any Person nor any delay or omission in exercising any right or remedy shall constitute an amendment of this Agreement or a waiver of any right or remedy of any party hereto.

     15. Governing Law. All issues concerning this Agreement shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the law of any jurisdiction other than the State of New York.

     16. Consent to Jurisdiction. Each party to this Agreement, by its execution hereof, (a) hereby irrevocably submits to the exclusive jurisdiction of the United States District Court for the Southern District of New York and the state courts sitting in the State of New York, County of New York for the purpose of any action, claim, cause of action or suit (in contract, tort or otherwise), inquiry, proceeding or investigation arising out of or based upon this Agreement or relating to the subject matter hereof, (b) hereby waives to the extent not prohibited by applicable law, and agrees not to assert, and agrees not to allow any of its subsidiaries to assert, by way of motion, as a defense or otherwise, in any such action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that any such proceeding brought in one of the above-named courts is improper, or that this Agreement or the subject matter hereof or thereof may not be enforced in or by such court and (c) hereby agrees not to commence or maintain any action, claim, cause of action or suit (in contract, tort or otherwise), inquiry, proceeding or investigation arising out of or based upon this Agreement or relating to the subject matter hereof or thereof other than before one of the above-named courts nor to make any motion or take any other action seeking or intending to cause the transfer or removal of any such action, claim, cause of action or suit (in contract, tort or otherwise), inquiry, proceeding or investigation to any court other than one of the above-named courts whether on the grounds of inconvenient forum or otherwise. Notwithstanding the foregoing, to the extent that any party hereto is or becomes a party in any litigation in connection with which it may assert indemnification rights set forth in this agreement, the court in which such litigation is being heard shall be deemed to be included in

- 6 -

clause (a) above. Notwithstanding the foregoing, any party to this Agreement may commence and maintain an action to enforce a judgment of any of the above-named courts in any court of competent jurisdiction. Each party hereto hereby consents to service of process in any such proceeding in any manner permitted by New York law, and agrees that service of process by registered or certified mail, return receipt requested, at its address specified pursuant to Section 9 hereof is reasonably calculated to give actual notice.

     17. WAIVER OF JURY TRIAL. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW WHICH CANNOT BE WAIVED, EACH PARTY HERETO HEREBY WAIVES AND COVENANTS THAT IT WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE) ANY RIGHT TO TRIAL BY JURY IN ANY FORUM IN RESPECT OF ANY ISSUE OR ACTION, CLAIM, CAUSE OF ACTION OR SUIT (IN CONTRACT, TORT OR OTHERWISE), INQUIRY, PROCEEDING OR INVESTIGATION ARISING OUT OF OR BASED UPON THIS AGREEMENT OR THE SUBJECT MATTER HEREOF OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE TRANSACTIONS CONTEMPLATED HEREBY, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING. EACH PARTY HERETO ACKNOWLEDGES THAT IT HAS BEEN INFORMED BY THE OTHER PARTIES HERETO THAT THIS SECTION 17 CONSTITUTES A MATERIAL INDUCEMENT UPON WHICH THEY ARE RELYING AND WILL RELY IN ENTERING INTO THIS AGREEMENT. ANY PARTY HERETO MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 17 WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF EACH SUCH PARTY TO THE WAIVER OF ITS RIGHT TO TRIAL BY JURY.

     18. Joint and Several Liability. Each obligation described herein of the Company, HQCO and/or its subsidiaries, as the case may be, shall be a joint and several obligation of the Company, HQCO and its subsidiaries. If requested by any of the Advisors, then the Company shall cause any of its subsidiaries to sign a counterpart signature page to this Agreement to evidence such joint and several liability. Upon an underwritten registered public offering of capital stock of any subsidiary of the Company, the Advisors may cause such subsidiary (and its subsidiaries) to be released from joint and several liability for obligations hereunder arising after the closing of such offering, but this Agreement shall continue in full force and be binding on the Company and all of its other subsidiaries.

     19. Certain Definitions. For purposes of this Agreement, the following terms shall have the following meanings:

     “Affiliate” shall mean, with respect to any Person, (i) any other Person which directly or indirectly through one or more intermediaries controls, or is controlled by, or is under common control with, such Person (for the purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise); provided, however, that neither the Company nor any of its controlled Affiliates shall be deemed an Affiliate of any of the Company’s shareholders (and vice versa) and none of the Company’s shareholders shall be deemed Affiliates of each other solely as a result of their relationship with respect to the

- 7 -

Company, or (ii) if such Person is an investment fund, any other investment fund the primary investment advisor to which is the primary investment advisor to such Person or an Affiliate thereof.

     “Change in Control” shall have the meaning set forth in the Stockholders Agreement.

     “Initial Public Offering” shall have the meaning set forth in the Stockholders Agreement.

     “Person” shall mean any individual, partnership, corporation, company, association, trust, joint venture, limited liability company, unincorporated organization, entity or division, or any government, governmental department or agency or political subdivision thereof.

     “Quarterly Fee Amount” shall mean (a) $1,250,000 per fiscal quarter for the Company’s fiscal year 2005; and (b) for each fiscal year thereafter during the Term, an amount per fiscal quarter equal to 105% of the applicable Quarterly Fee Amount for the immediately preceding fiscal year.

     “Stockholders Agreement” shall mean that certain shareholders agreement of even date herewith, by and among investment funds managed by SilverLake (Offshore) AIV GP II, L.P. or its Affiliates, investment funds managed by KKR Millenium GP LLC, KKR Associates Europe, Limited Partnership, KKR Associates Europe II, Limited Partnership or its Affiliates, an investment fund managed jointly by KKR and SLP, Seletar Investment Pte. Ltd. and Geyser Investment Pte. Ltd., as amended from time to time in accordance with its terms.

* * * * *

- 8 -

          IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

COMPANY:
AVAGO TECHNOLOGIES LIMITED
By:	/s/ Kenneth Y. Hao
Name:	Kenneth Y. Hao
Its:	Director
AVAGO TECHNOLOGIES INTERNATIONAL SALES PTE. LIMITED
By:	/s/ Kenneth Y. Hao
Name:	Kenneth Y. Hao
Its:	Director

Signature Page to Advisory Agreement

ADVISORS:
SILVER LAKE MANAGEMENT COMPANY, L.L.C.
By:	/s/ Alan K. Austin
Name:	Alan K. Austin
Its:	Managing Director and Chief Operating Officer

Signature Page to Advisory Agreement

KOHLBERG KRAVIS ROBERTS & CO., L.P.
By: KKR & Co., LLC
By:	/s/ James H. Greene Jr.
Name:	James H. Greene Jr.
Its:	Director

Signature Page to Advisory Agreement

EX-10.33 70 f23597orexv10w33.htm EXHIBIT 10.33

Exhibit-10.33

AMENDMENT

TO

PURCHASE AND SALE AGREEMENT

     This Amendment to the Purchase and Sale Agreement(“Amendment”) is entered into effective as of March 1, 2006, by and among Avago Technologies Pte. Limited, a company organized under the laws of Singapore (“Seller Parent”), Avago Technologies Storage Holding (Labuan) Corporation, a company organized under the laws of Labuan (“Seller”), PMC-Sierra, Inc., a Delaware corporation (“Purchaser Parent”), and Palau Acquisition Corporation, a Delaware corporation (“Purchaser”) (each, a “Party” and collectively, the “Parties”). All capitalized terms used and not otherwise defined herein shall have the respective meanings assigned to such terms in the Purchase Agreement (as defined below).

Recitals

     A. The Parties entered into an Purchase and Sale Agreement dated as of October 28, 2005 (the “Purchase Agreement”), pursuant to which (among other things) the Parties have agreed that Purchaser shall purchase and assume from Seller and the Other Sellers, and Seller and the Other Sellers shall sell, transfer and Assign to Purchaser, the Purchased Assets and Assumed Liabilities of the Business, as well as the Purchased Subsidiary Interests, upon the terms and subject to the conditions specified in the Purchase Agreement

     B. The Parties now wish to amend certain provisions of the Purchase Agreement.

Agreement

     NOW, THEREFORE, in consideration of these premises and of the mutual agreements, representations, warranties and covenants herein contained, the Parties do hereby agree as follows:

SECTION 1. Amendment of Purchase Agreement

     1.1 Amendment of Section 3.2(a). Section 3.2(a) of the Purchase Agreement is hereby amended and restated in its entirety to read as follows:

     3.2 Payment of Purchase Price.

     (a) On the Closing Date, Purchaser shall pay to Seller (for its own account and as agent for any Other Seller unless otherwise provided in any Local Asset Transfer Agreement) an amount equal to (i) Four Hundred Twenty-Five Million Dollars and no cents ($425,000,000), (ii) plus or minus, as applicable, the difference between the Estimated Inventory (as defined in Section 3.2(b)) at the opening of business on the Closing Date (without giving effect to the Closing) and the Base Inventory, (iii) minus, if

applicable, the amount of any reduction in the Purchase Price pursuant to Schedule 3.2(a) and (iv) minus $412,000, which amount represents Seller’s estimate as of Closing of its potential liability for Singapore stamp duties that will be paid by Purchaser in accordance with Section 6.14(a). Such amount provided for in the immediately preceding sentence shall be payable in United States dollars in immediately available federal funds to such bank account or accounts as shall be designated in writing by Seller no later than the second Business Day prior to the Closing.

     1.2 Amendment of Section 3.2(c). Section 3.2(c) of the Purchase Agreement is hereby amended and restated in its entirety to read as follows:

     (c) Purchaser and Seller agree that to the extent that the Final Inventory exceeds the Estimated Inventory, Purchaser shall pay to Seller (on behalf of itself and as agent for any Other Seller) such excess (the “Inventory Excess Amount”), and to the extent that the Final Inventory is less than the Estimated Inventory , Seller (on behalf of itself and as agent for any Other Seller) shall pay to Purchaser such shortfall (the “Inventory Deficiency Amount”), in each case pursuant to the terms of this Section 3.2. For purposes of this Agreement, “Final Inventory” shall mean Inventory as of the opening of business on the Closing Date (without giving any effect to the Closing or any step up or step down in value for financial reporting purposes as a result of the closing of the transactions contemplated by the Semiconductor Business Purchase Agreement) prepared on a basis consistent with past accounting practice of the Business as determined pursuant to this Section 3.2. As used herein, “Inventory” means the all inventory of the Business as calculated and prepared in accordance with the past accounting practices of the Business, but shall not include (i) any in-transit inventory of the Business that Seller has sold prior to the opening of business on the Closing Date but that has not been shipped as of such Closing Date, (ii) any SSD amounts accrued by the Seller prior to the Closing Date, and (iii) any inventory relating to the Fort Collins Supply Agreement.

     1.3 Amendment of Section 6.14(e). Section 6.14(e) of the Purchase Agreement is hereby amended and restated in its entirety to read as follows:

     (e) Indemnification. The Seller Parties shall indemnify, save and hold the Purchaser Indemnified Parties harmless from and against any and all Purchaser Losses incurred in connection with, arising out of, resulting from or incident to (i) any Taxes of any of the Purchased Seller Subsidiaries or with respect to the Purchased Assets, Transferred Business Intellectual Property or Transferred Business Intellectual Property Rights for any Tax year or portion thereof ending on or before the Closing Date (or for any Straddle Period, to the extent allocable to the portion of such period beginning before and ending on the Closing Date, determined in accordance with 6.14(b)(iii)) (which, for the avoidance of doubt, shall include any Taxes, whenever arising, resulting directly or indirectly from the termination of any Tax holiday or similar incentive or from the recapture of any Tax benefit that may be claimed by Seller or the Purchased Seller Subsidiaries for any period or portion of any period ending on or prior to the Closing Date); (ii) any failure of any representation or warranty of Seller or the Other Sellers set forth in Section 4.10 to be true and correct; (iii) any Taxes arising out of or attributable to

the acquisition of the Business from Angel; (iv) any withholding Taxes (whenever arising) attributable to the payment of the Purchase Price; and (v) the unpaid Taxes of any Person (other than either of the Purchased Seller Subsidiaries) under Treasury regulations Section 1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor, by contract, or otherwise.

     1.4 No Other Amendments. Except as it has been specifically amended pursuant to Section 1, the Purchase Agreement shall from and after the date hereof continue in full force and effect.

SECTION 2. Additional Provisions

     2.1 Entire Agreement and Modification. The Purchase Agreement (including the exhibits thereto), as amended by this Amendment, constitutes the entire agreement among the Parties with respect to the subject matter thereof and hereof and supersedes any prior understandings, agreements, or representations by or among the Parties, written or oral, to the extent they related in any way to the subject matter hereof and thereof. The Purchase Agreement, as amended by this Amendment, may not be further amended except by a written agreement executed by all Parties.

     2.2 Counterparts. This Amendment may be executed in counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument.

     2.3 Headings. The Section headings contained in this Amendment are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Amendment.

     2.4 Severability. Any term or provision of this Amendment that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction.

[SIGNATURE PAGES FOLLOW]

     IN WITNESS WHEREOF, the Parties have caused this Amendment to the Purchase and Sale Agreement to be duly executed as of the date first above written.

AVAGO TECHNOLOGIES PTE. LIMITED
By:	/s/ Adam H. Clammer
Name:	Adam H. Clammer
Title:	Director
AVAGO TECHNOLOGIES STORAGE HOLDING (LABUAN) CORPORATION
By:	/s/ Adam H. Clammer
Name:	Adam H. Clammer
Title:	Director

[SIGNATURE PAGE OF SELLER PARENT AND SELLER TO THE AMENDMENT TO
THE PURCHASE AND SALE AGREEMENT – PURCHASER’S SIGNATURE PAGE
FOLLOWS]

PMC-SIERRA, INC.
By:	/s/ Alan Krock
Name: Alan Krock
Title: Vice President, Chief Financial Officer
PALAU ACQUISITION CORPORATION
By:	/s/ Alan Krock
Name: Alan Krock
Title: Vice President, Chief Financial Officer

[SIGNATURE PAGE OF PURCHASER PARENT AND PURCHASER TO THE
AMENDMENT TO THE PURCHASE AND SALE AGREEMENT]

-5-

EX-12.1 71 f23597orexv12w1.htm EXHIBIT 12.1

Exhibit 12.1

AVAGO TECHNOLOGIES FINANCE PTE. LTD.
Ratio of Earnings to Fixed Charges
(IN MILLIONS)

	Predecessor												Company
	Year ended October 31,							Nine Months Ended		One Month Ended			Nine Months Ended
	2003			2004		2005		July 31, 2005		November 30, 2005			July 31, 2006
Fixed charges (1):
Interest expense	$	—		$	—	$	—	$	—	$	—		$	114
Interest factor on rentals (2)		9			8		6		1		3			3
Fixed charges above	$	9		$	8	$	6	$	1	$	3		$	117
Earnings available for fixed charges:
Income (loss) from continuing operations before income taxes	$	(174	)	$	81	$	55	$	45	$	(23	)	$	(158	)
Fixed charges as above		9			8		6		1		3			117
Unamortized capitalized debt issuance costs		—			—		—		—		—			38
Earnings available for fixed charges	$	(165	)	$	89	$	61	$	46	$	(20	)	$	(3	)
Ratio of earnings to fixed charges		—			11.1		10.2		46		—			—
Deficiency of earnings to fixed charges	$	(174	)	—		—		—		$	(23	)	$	(120	)

(1)

For purposes of computing this ratio of earnings to fixed charges, “fixed charges” consist of interest expense on all indebtedness plus amortization of debt issuance costs and an estimate of interest expense within rental expense. “Earnings” consist of pre-tax income (loss) from continuing operations plus fixed charges and unamortized capitalized debt issuance costs. Earnings were insufficient to cover fixed charges by $174 million for the year ended October 31, 2003, $23 million for the one month ended November 30, 2005 and $120 million for the nine months ended July 31, 2006.

(2)

The Company uses one-third of rental expense as an estimation of the interest factor on its rental expense.

EX-21.1 72 f23597orexv21w1.htm EXHIBIT 21.1

Exhibit 21.1

List of Subsidiaries
Avago Semiconductor Technology (Shanghai) Limited	China
Avago Technologies Canada Corporation	Canada
Avago Technologies Finance S.à.r.l.	Luxembourg
Avago Technologies General IP (Singapore) Pte. Ltd.	Singapore
Avago Technologies Storage Holding (Labuan) Corporation	Labuan
Avago Technologies (Hong Kong) Limited	Hong Kong
Avago Technologies (Malaysia) Sdn. Bhd.	Malaysia
Avago Technologies ECBU IP (Singapore) Pte. Ltd.	Singapore
Avago Technologies Enterprise Holding (Labuan) Corporation	Labuan
Avago Technologies Enterprise IP (Singapore) Pte. Ltd.	Singapore
Avago Technologies Fiber Holding (Labuan) Corporation	Labuan
Avago Technologies Fiber IP (Singapore) Pte. Ltd.	Singapore
Avago Technologies Finland Oy	Finland
Avago Technologies France SAS	France
Avago Technologies General Hungary Vagyonkezelő Kft	Hungary
Avago Technologies GmbH	Germany
Avago Technologies Holdings B.V.	Netherlands
Avago Technologies Imaging Holding (Labuan) Corporation	Labuan
Avago Technologies International Sales Pte. Limited	Singapore
Avago Technologies Italy S.r.l.	Italy
Avago Technologies Japan, Ltd.	Japan
Avago Technologies Korea Co. Ltd.	Korea
Avago Technologies Manufacturing (Singapore) Pte. Ltd.	Singapore
Avago Technologies Mexico, S. de R.L. de C.V.	Mexico
Avago Technologies Sensor (U.S.A.) Inc.	Delaware
Avago Technologies Sensor IP Pte. Ltd.	Singapore
Avago Technologies Spain SA	Spain
Avago Technologies Storage Holdings B.V.	Netherlands
Avago Technologies Storage Hungary Vagyonkezelő Kft	Hungary
Avago Technologies Sweden AB	Sweden
Avago Technologies U.K. Limited	England
Avago Technologies U.S. Inc.	Delaware
Avago Technologies U.S. R&D Inc.	Delaware
Avago Technologies Wireless (U.S.A.) Inc.	Delaware

Avago Technologies Wireless (U.S.A.) Manufacturing Inc.	Delaware
Avago Technologies Wireless Holding (Labuan) Corporation	Labuan
Avago Technologies Wireless Holdings B.V.	Netherlands
Avago Technologies Wireless Hungary Vagyonkezelő Kft	Hungary
Avago Technologies Wireless IP (Singapore) Pte. Ltd.	Singapore

EX-23.11 73 f23597orexv23w11.htm EXHIBIT 23.11

Exhibit 23.11

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

     We hereby consent to the use in this Registration Statement on Form F-4 of Avago Technologies Finance Pte. Ltd. of our report dated September 29, 2006 relating to the financial statements of Avago Technologies Finance Pte. Ltd., a wholly owned subsidiary of Avago Technologies Limited, which appears in such Registration Statement. We also consent to the reference to us under the headings “Experts” in such Registration Statement.

/s/ PricewaterhouseCoopers LLP
San Jose, California
September 29, 2006

EX-23.12 74 f23597orexv23w12.htm EXHIBIT 23.12

Exhibit 23.12

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

     We hereby consent to the use in this Registration Statement on Form F-4 of Avago Technologies Finance Pte. Ltd. of our report dated June 5, 2006, except for the effects of discontinued operations discussed in Note 17 to the financial statements, as to which the date is September 29, 2006, relating to the financial statements of the Semiconductor Products Business, a business segment of Agilent Technologies, Inc., which appears in such Registration Statement. We also consent to the reference to us under the headings “Experts” in such Registration Statement.

/s/ PricewaterhouseCoopers LLP
San Jose, California
September 29, 2006

EX-25.1 75 f23597orexv25w1.htm EXHIBIT 25.1

Exhibit 25.1

FORM T-1

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2)     o

THE BANK OF NEW YORK

(Exact name of trustee as specified in its charter)

New York (State of incorporation if not a U.S. national bank)	13-5160382 (I.R.S. employer identification no.)
One Wall Street, New York, N.Y. (Address of principal executive offices)	10286 (Zip code)

Avago Technologies Finance Pte. Ltd.

(Exact name of obligor as specified in its charter)

(See attached pages for additional obligors)

Republic of Singapore	Not Applicable
(State or other jurisdiction of	(I.R.S. employer
incorporation or organization)	identification no.)
1 Yishun Avenue 7, Singapore 768923
Tel: (65) 6755-7888	768923
(Address of principal executive offices)	(Zip code)

10-1/8% Senior Notes due 2013
Senior Floating Rate Notes due 2013
Guarantees of 10-1/8% Senior Notes due 2013
Guarantees of Senior Floating Rate Notes due 2013
(Title of Indenture Securities)

TABLE OF ADDITIONAL OBLIGORS

		Primary
	State or Other	Standard			Address, Including Zip Code and
	Jurisdiction of	Industrial		I.R.S. Employer	Telephone Number,
Exact Name as	Incorporation or	Classification		Identification	Including Area Code, of Principal
Specified in its Charter	Organization	Number		Number	Executive Offices
Avago Technologies U.S. Inc.	Delaware		3674	20-3387670	350 West Trimble Road San Jose, California 95131 Tel: (408) 435-7400
Avago Technologies Wireless (U.S.A.) Manufacturing Inc.	Delaware		3674	20-3514362	350 West Trimble Road San Jose, California 95131 Tel: (408) 435-7400
Avago Technologies ECBU IP (Singapore) Pte. Ltd.	Singapore		3674	Not Applicable	1 Yishun Avenue 7 Singapore 768923 Tel: (65) 6755-7888
Avago Technologies Enterprise IP (Singapore) Pte. Ltd.	Singapore		3674	Not Applicable	1 Yishun Avenue 7 Singapore 768923 Tel: (65) 6755-7888

- 2 -

		Primary
	State or Other	Standard			Address, Including Zip Code and
	Jurisdiction of	Industrial		I.R.S. Employer	Telephone Number,
Exact Name as	Incorporation or	Classification		Identification	Including Area Code, of Principal
Specified in its Charter	Organization	Number		Number	Executive Offices
Avago Technologies Fiber IP (Singapore) Pte. Ltd.	Singapore		3674	Not Applicable	1 Yishun Avenue 7 Singapore 768923 Tel: (65) 6755-7888
Avago Technologies General IP (Singapore) Pte. Ltd.	Singapore		3674	Not Applicable	1 Yishun Avenue 7 Singapore 768923 Tel: (65) 6755-7888
Avago Technologies International Sales Pte. Limited	Singapore		3674	Not Applicable	1 Yishun Avenue 7 Singapore 768923 Tel: (65) 6755-7888
Avago Technologies Manufacturing (Singapore) Pte. Ltd.	Singapore		3674	Not Applicable	1 Yishun Avenue 7 Singapore 768923 Tel: (65) 6755-7888
Avago Technologies Sensor IP Pte. Ltd.	Singapore		3674	Not Applicable	1 Yishun Avenue 7 Singapore 768923 Tel: (65) 6755-7888
Avago Technologies Wireless IP (Singapore) Pte. Ltd.	Singapore		3674	Not Applicable	1 Yishun Avenue 7 Singapore 768923 Tel: (65) 6755-7888
Avago Technologies Sensor (U.S.A.) Inc.	Delaware		3674	20-4522743	350 West Trimble Road San Jose, California 95131 Tel: (408) 435-7400

- 3 -

		Primary
	State or Other	Standard			Address, Including Zip Code and
	Jurisdiction of	Industrial		I.R.S. Employer	Telephone Number,
Exact Name as	Incorporation or	Classification		Identification	Including Area Code, of Principal
Specified in its Charter	Organization	Number		Number	Executive Offices
Avago Technologies U.S. R&D Inc.	Delaware		3674	20-3379093	350 West Trimble Road San Jose, California 95131 Tel: (408) 435-7400
Avago Technologies Wireless (U.S.A.) Inc.	Delaware		3674	20-3514309	350 West Trimble Road San Jose, California 95131 Tel: (408) 435-7400
Avago Technologies (Malaysia) Sdn. Bhd.	Malaysia		3674	Not Applicable	Bayan Lepas Free Industrial Zone 11900 Penang, Malaysia Tel: (604) 643-0611
Avago Technologies Enterprise Holding (Labuan) Corporation	Labuan		3674	Not Applicable	Unit Level 13(E), Main Office Tower Financial Park Labuan Jalan Merdeka, 87000 Federal Territory of Labuan, Malaysia Tel: 6087 451 688
Avago Technologies Fiber Holding (Labuan) Corporation	Labuan		3674	Not Applicable	Unit Level 13(E), Main Office Tower Financial Park Labuan Jalan Merdeka, 87000 Federal Territory of Labuan, Malaysia Tel: 6087 451 688
Avago Technologies Imaging Holding (Labuan) Corporation	Labuan		3674	Not Applicable	Unit Level 13(E), Main Office Tower Financial Park Labuan Jalan Merdeka, 87000 Federal Territory of Labuan, Malaysia Tel: 6087 451 688
Avago Technologies Storage Holding (Labuan) Corporation	Labuan		3674	Not Applicable	Unit Level 13(E), Main Office Tower Financial Park Labuan Jalan Merdeka, 87000 Federal Territory of Labuan, Malaysia Tel: 6087 451 688

- 4 -

		Primary
	State or Other	Standard			Address, Including Zip Code and
	Jurisdiction of	Industrial		I.R.S. Employer	Telephone Number,
Exact Name as	Incorporation or	Classification		Identification	Including Area Code, of Principal
Specified in its Charter	Organization	Number		Number	Executive Offices
Avago Technologies Wireless Holding (Labuan) Corporation	Labuan		3674	Not Applicable	Unit Level 13(E), Main Office Tower Financial Park Labuan Jalan Merdeka, 87000 Federal Territory of Labuan, Malaysia Tel: 6087 451 688
Avago Technologies Holdings B.V.	Netherlands		3674	Not Applicable	Naritaweg 165, Telestone 8 1043 BW Amsterdam, the Netherlands
					Tel: +31 (0) 20 5722 312
Avago Technologies Storage Holdings B.V.	Netherlands		3674	Not Applicable	Naritaweg 165, Telestone 8 1043 BW Amsterdam, the Netherlands Tel: +31 (0) 20 5722 312
Avago Technologies Wireless Holdings B.V.	Netherlands		3674	Not Applicable	Naritaweg 165, Telestone 8 1043 BW Amsterdam, the Netherlands Tel: +31 (0) 20 5722 312
Avago Technologies Canada Corporation	Canada		3674	Not Applicable	5300 Commerce Court West 199 Bay Street Toronto, Ontario M5L 1B9 Canada Tel: (416) 869-5500
Avago Technologies GmbH	Germany		3674	Not Applicable	Herrenberger Strasse 130 71034 Boeblingen Germany Tel: (49) 7031 464 1955

- 5 -

		Primary
	State or Other	Standard			Address, Including Zip Code and
	Jurisdiction of	Industrial		I.R.S. Employer	Telephone Number,
Exact Name as	Incorporation or	Classification		Identification	Including Area Code, of Principal
Specified in its Charter	Organization	Number		Number	Executive Offices
Avago Technologies Italy S.r.l.	Italy		3674	Not Applicable	Via Schiaparelli 12 10148 Torino, Italy Tel: (39) 02926081
Avago Technologies Japan, Ltd.	Japan		3674	Not Applicable	7th floor, Sumitomo-Fudosan Aobadai Hills, 7-7 Aobadai 4-chome Meguro-ku, Tokyo 153-0042 Japan Tel: 81-3-6407-2727
Avago Technologies Mexico, S. de R.L. de C.V.	Mexico		3674	Not Applicable	San Francisco No. 1005, P.B. Colonia Del Valle, C.P. 03100 México, D.F., México Tel: (52-55) 5687-9133
Avago Technologies U.K. Limited	England		3674	Not Applicable	Building A, Trinity Court Wokingham Road Bracknell RG42 1PL United Kingdom Tel: 44 1344 668 342

- 6 -

Item 1. General information. Furnish the following information as to the Trustee:

(a) Name and address of each examining or supervising authority to which it is subject.

Name	Address
Superintendent of Banks of the State of New York	One State Street, New York, N.Y. 10004-1417, and Albany, N.Y. 12223
Federal Reserve Bank of New York	33 Liberty Street, New York, N.Y. 10045
Federal Deposit Insurance Corporation	Washington, D.C. 20429
New York Clearing House Association	New York, New York 10005

(b) Whether it is authorized to exercise corporate trust powers.

Yes.

Item 2. Affiliations with Obligor.

If the obligor is an affiliate of the trustee, describe each such affiliation.

None.

Item 3-15. Not Applicable.

Item 16. List of Exhibits.

Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the “Act”) and 17 C.F.R. 229.10(d).

1. A copy of the Organization Certificate of The Bank of New York (formerly Irving Trust Company) as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1 filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with Registration Statement No. 33-21672, Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121195.)

- 7 -

4.	A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-121195.)
6.	The consent of the Trustee required by Section 321(b) of the Act. (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-106702.)
7.	A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.

- 8 -

SIGNATURE

     Pursuant to the requirements of the Act, the Trustee, The Bank of New York, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of New York, and State of New York, on the 28th day of September, 2006.

THE BANK OF NEW YORK
By:	/s/ Nelson Kercado
	Name:	NELSON KERCADO
	Title:	ASSISTANT VICE PRESIDENT

- 9 -

Exhibit 7

Consolidated Report of Condition of

THE BANK OF NEW YORK

of One Wall Street, New York, N.Y. 10286

And Foreign and Domestic Subsidiaries,

a member of the Federal Reserve System, at the close of business June 30, 2006, published in accordance with a call made by the Federal Reserve Bank of this District pursuant to the provisions of the Federal Reserve Act.

		Dollar Amounts
		In Thousands
ASSETS
Cash and balances due from depository institutions:
	Noninterest-bearing balances and currency and coin		3,372,000
	Interest-bearing balances		11,005,000
Securities:
	Held-to-maturity securities		2,269,000
	Available-for-sale securities		23,124,000
Federal funds sold and securities purchased under agreements to resell
	Federal funds sold in domestic offices		490,000
	Securities purchased under agreements to resell		252,000
Loans and lease financing receivables:
	Loans and leases held for sale		0
	Loans and leases, net of unearned income		36,722,000
	LESS: Allowance for loan and lease losses		414,000
	Loans and leases, net of unearned income and allowance		36,308,000
Trading assets			5,770,000
Premises and fixed assets (including capitalized leases)			848,000
Other real estate owned			0
Investments in unconsolidated subsidiaries and associated companies			302,000
Not applicable
Intangible assets:
	Goodwill		2,177,000
	Other intangible assets		750,000
Other assets			7,196,000
Total assets			93,863,000
LIABILITIES
Deposits:
	In domestic offices		40,014,000
	Noninterest-bearing		21,153,000
	Interest-bearing		18,861,000
	In foreign offices, Edge and Agreement subsidiaries, and IBFs		31,312,000
	Noninterest-bearing		286,000
	Interest-bearing		31,026,000
Federal funds purchased and securities sold under agreements to repurchase
	Federal funds purchased in domestic offices		839,000
	Securities sold under agreements to repurchase		396,000
Trading liabilities			3,045,000
Other borrowed money: (includes mortgage indebtedness and obligations under capitalized leases)			1,670,000
Not applicable
Not applicable
Subordinated notes and debentures			1,955,000
Other liabilities			6,011,000
Total liabilities			85,242,000
Minority interest in consolidated subsidiaries			150,000
EQUITY CAPITAL
Perpetual preferred stock and related surplus			0
Common stock			1,135,000
Surplus (exclude all surplus related to preferred stock)			2,112,000
Retained earnings			5,444,000
Accumulated other comprehensive income			(220,000	)
Other equity capital components			0
Total equity capital			8,471,000
Total liabilities, minority interest, and equity capital			93,863,000

     I, Thomas J. Mastro, Executive Vice President and Comptroller of the above-named bank do hereby declare that this Report of Condition is true and correct to the best of my knowledge and belief.

Thomas J. Mastro,

Executive Vice President and Comptroller

      We, the undersigned directors, attest to the correctness of this statement of resources and liabilities. We declare that it has been examined by us, and to the best of our knowledge and belief has been prepared in conformance with the instructions and is true and correct.

Thomas A. Renyi

Gerald L. Hassell

Directors

EX-25.2 76 f23597orexv25w2.htm EXHIBIT 25.2

Exhibit 25.2

FORM T-1

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2)          |__|

THE BANK OF NEW YORK

(Exact name of trustee as specified in its charter)

New York	13-5160382
(State of incorporation	(I.R.S. employer
if not a U.S. national bank)	identification no.)
One Wall Street, New York, N.Y.	10286
(Address of principal executive offices)	(Zip code)

Avago Technologies Finance Pte. Ltd.

(Exact name of obligor as specified in its charter)

(See attached pages for additional obligors)

Republic of Singapore	Not Applicable
(State or other jurisdiction of	(I.R.S. employer
incorporation or organization)	identification no.)
1 Yishun Avenue 7, Singapore 768923
Tel: (65) 6755-7888	768923
(Address of principal executive offices)	(Zip code)

11-7/8% Senior Subordinated Notes due 2015

Gurantees of Senior Subordinated Notes due 2015
(Title of Indenture Securities)

TABLE OF ADDITIONAL OBLIGORS

		Primary
	State or Other	Standard			Address, Including Zip Code and
	Jurisdiction of	Industrial		I.R.S. Employer	Telephone Number,
Exact Name as	Incorporation or	Classification		Identification	Including Area Code, of Principal
Specified in its Charter	Organization	Number		Number	Executive Offices
Avago Technologies U.S. Inc.	Delaware		3674	20-3387670	350 West Trimble Road
					San Jose, California 95131
					Tel: (408) 435-7400
Avago Technologies Wireless (U.S.A.)	Delaware		3674	20-3514362	350 West Trimble Road
Manufacturing Inc.					San Jose, California 95131
					Tel: (408) 435-7400
Avago Technologies ECBU IP (Singapore)	Singapore		3674	Not Applicable	1 Yishun Avenue 7
Pte. Ltd.					Singapore 768923
					Tel: (65) 6755-7888
Avago Technologies Enterprise IP	Singapore		3674	Not Applicable	1 Yishun Avenue 7
(Singapore) Pte. Ltd.					Singapore 768923
					Tel: (65) 6755-7888

-2-

		Primary
	State or Other	Standard			Address, Including Zip Code and
	Jurisdiction of	Industrial		I.R.S. Employer	Telephone Number,
Exact Name as	Incorporation or	Classification		Identification	Including Area Code, of Principal
Specified in its Charter	Organization	Number		Number	Executive Offices
Avago Technologies Fiber IP (Singapore)	Singapore		3674	Not Applicable	1 Yishun Avenue 7
Pte. Ltd.					Singapore 768923
					Tel: (65) 6755-7888
Avago Technologies General IP	Singapore		3674	Not Applicable	1 Yishun Avenue 7
(Singapore) Pte. Ltd.					Singapore 768923
					Tel: (65) 6755-7888
Avago Technologies International Sales	Singapore		3674	Not Applicable	1 Yishun Avenue 7
Pte. Limited					Singapore 768923
					Tel: (65) 6755-7888
Avago Technologies Manufacturing	Singapore		3674	Not Applicable	1 Yishun Avenue 7
(Singapore) Pte. Ltd.					Singapore 768923
					Tel: (65) 6755-7888
Avago Technologies Sensor IP Pte. Ltd.	Singapore		3674	Not Applicable	1 Yishun Avenue 7
					Singapore 768923
					Tel: (65) 6755-7888
Avago Technologies Wireless IP	Singapore		3674	Not Applicable	1 Yishun Avenue 7
(Singapore) Pte. Ltd.					Singapore 768923
					Tel: (65) 6755-7888
Avago Technologies Sensor (U.S.A.) Inc.	Delaware		3674	20-4522743	350 West Trimble Road
					San Jose, California 95131
					Tel: (408) 435-7400

-3-

		Primary
	State or Other	Standard			Address, Including Zip Code and
	Jurisdiction of	Industrial		I.R.S. Employer	Telephone Number,
Exact Name as	Incorporation or	Classification		Identification	Including Area Code, of Principal
Specified in its Charter	Organization	Number		Number	Executive Offices
Avago Technologies U.S. R&D Inc.	Delaware		3674	20-3379093	350 West Trimble Road
					San Jose, California 95131
					Tel: (408) 435-7400
Avago Technologies Wireless (U.S.A.) Inc.	Delaware		3674	20-3514309	350 West Trimble Road
					San Jose, California 95131
					Tel: (408) 435-7400
Avago Technologies (Malaysia) Sdn. Bhd.	Malaysia		3674	Not Applicable	Bayan Lepas Free Industrial Zone
					11900 Penang, Malaysia
					Tel: (604) 643-0611
Avago Technologies Enterprise Holding (Labuan) Corporation	Labuan		3674	Not Applicable	Unit Level 13(E), Main Office Tower Financial Park Labuan
					Jalan Merdeka, 87000 Federal Territory of Labuan, Malaysia
					Tel: 6087 451 688
Avago Technologies Fiber Holding (Labuan) Corporation	Labuan		3674	Not Applicable	Unit Level 13(E), Main Office Tower Financial Park Labuan
					Jalan Merdeka, 87000 Federal Territory of Labuan, Malaysia
					Tel: 6087 451 688
Avago Technologies Imaging Holding (Labuan) Corporation	Labuan		3674	Not Applicable	Unit Level 13(E), Main Office Tower Financial Park Labuan
					Jalan Merdeka, 87000 Federal Territory of Labuan, Malaysia
					Tel: 6087 451 688
Avago Technologies Storage Holding (Labuan) Corporation	Labuan		3674	Not Applicable	Unit Level 13(E), Main Office Tower Financial Park Labuan
					Jalan Merdeka, 87000 Federal Territory of Labuan, Malaysia
					Tel: 6087 451 688

-4-

		Primary
	State or Other	Standard			Address, Including Zip Code and
	Jurisdiction of	Industrial		I.R.S. Employer	Telephone Number,
Exact Name as	Incorporation or	Classification		Identification	Including Area Code, of Principal
Specified in its Charter	Organization	Number		Number	Executive Offices
Avago Technologies Wireless Holding (Labuan) Corporation	Labuan		3674	Not Applicable	Unit Level 13(E), Main Office Tower Financial Park Labuan
					Jalan Merdeka, 87000 Federal Territory of Labuan, Malaysia
					Tel: 6087 451 688
Avago Technologies Holdings B.V.	Netherlands		3674	Not Applicable	Naritaweg 165, Telestone 8
					1043 BW Amsterdam, the Netherlands
					Tel: +31 (0) 20 5722 312
Avago Technologies Storage Holdings B.V.	Netherlands		3674	Not Applicable	Naritaweg 165, Telestone 8
					1043 BW Amsterdam, the Netherlands
					Tel: +31 (0) 20 5722 312
Avago Technologies Wireless Holdings B.V.	Netherlands		3674	Not Applicable	Naritaweg 165, Telestone 8
					1043 BW Amsterdam, the Netherlands
					Tel: +31 (0) 20 5722 312
Avago Technologies Canada Corporation	Canada		3674	Not Applicable	5300 Commerce Court West
					199 Bay Street
					Toronto, Ontario M5L 1B9
					Canada
					Tel: (416) 869-5500
Avago Technologies GmbH	Germany		3674	Not Applicable	Herrenberger Strasse 130
					71034 Boeblingen
					Germany
					Tel: (49) 7031 464 1955

-5-

		Primary
	State or Other	Standard			Address, Including Zip Code and
	Jurisdiction of	Industrial		I.R.S. Employer	Telephone Number,
Exact Name as	Incorporation or	Classification		Identification	Including Area Code, of Principal
Specified in its Charter	Organization	Number		Number	Executive Offices
Avago Technologies Italy S.r.l.	Italy		3674	Not Applicable	Via Schiaparelli 12
					10148 Torino, Italy
					Tel: (39) 02926081
Avago Technologies Japan, Ltd.	Japan		3674	Not Applicable	7th floor, Sumitomo-Fudosan Aobadai Hills, 7-7
					Aobadai 4-chome
					Meguro-ku, Tokyo 153-0042
					Japan
					Tel: 81-3-6407-2727
Avago Technologies Mexico, S. de R.L. de	Mexico		3674	Not Applicable	San Francisco No. 1005, P.B.
C.V.					Colonia Del Valle, C.P. 03100
					México, D.F., México
					Tel: (52-55) 5687-9133
Avago Technologies U.K. Limited	England		3674	Not Applicable	Building A, Trinity Court
					Wokingham Road
					Bracknell RG42 1PL
					United Kingdom
					Tel: 44 1344 4668 342

-6-

Item 1. General information. Furnish the following information as to the Trustee:

(a) Name and address of each examining or supervising authority to which it is subject.

Name	Address
Superintendent of Banks of the State of New York	One State Street, New York, N.Y.
	10004-1417, and Albany, N.Y. 12223
Federal Reserve Bank of New York	33 Liberty Street, New York, N.Y. 10045
Federal Deposit Insurance Corporation	Washington, D.C. 20429
New York Clearing House Association	New York, New York 10005

(b)	Whether it is authorized to exercise corporate trust powers.
	Yes.

Item 2.	Affiliations with Obligor.
	If the obligor is an affiliate of the trustee, describe each such affiliation.
	None.
Item 3-15.	Not applicable.
Item 16.	List of Exhibits.
	Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the “Act”) and 17 C.F.R. 229.10(d).

1.

A copy of the Organization Certificate of The Bank of New York (formerly Irving Trust Company) as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1 filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with Registration Statement No. 33-21672, Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121195.)

4.

A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-121195.)

-7-

6.	The consent of the Trustee required by Section 321(b) of the Act. (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-106702.)
7.	A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.

-8-

SIGNATURE

     Pursuant to the requirements of the Act, the Trustee, The Bank of New York, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of New York, and State of New York, on the 28th day of September, 2006.

THE BANK OF NEW YORK
By:	/s/ Nelson Kercado
	Name:	NELSON KERCADO
	Title:	ASSISTANT VICE PRESIDENT

-9-

Exhibit 7

Consolidated Report of Condition of

THE BANK OF NEW YORK

of One Wall Street, New York, N.Y. 10286

And Foreign and Domestic Subsidiaries,

a member of the Federal Reserve System, at the close of business June 30, 2006, published in accordance with a call made by the Federal Reserve Bank of this District pursuant to the provisions of the Federal Reserve Act.

		Dollar Amounts
		In Thousands
ASSETS
Cash and balances due from depository institutions:
	Noninterest-bearing balances and currency and coin		3,372,000
	Interest-bearing balances		11,005,000
Securities:
	Held-to-maturity securities		2,269,000
	Available-for-sale securities		23,124,000
Federal funds sold and securities purchased under agreements to resell
	Federal funds sold in domestic offices		490,000
	Securities purchased under agreements to resell		252,000
Loans and lease financing receivables:
	Loans and leases held for sale		0
	Loans and leases, net of unearned income		36,722,000
	LESS: Allowance for loan and lease losses		414,000
	Loans and leases, net of unearned income and allowance		36,308,000
Trading assets			5,770,000
Premises and fixed assets (including capitalized leases)			848,000
Other real estate owned			0
Investments in unconsolidated subsidiaries and associated companies			302,000
Not applicable
Intangible assets:
	Goodwill		2,177,000
	Other intangible assets		750,000
Other assets			7,196,000
Total assets			93,863,000
LIABILITIES
Deposits:
	In domestic offices		40,014,000
	Noninterest-bearing		21,153,000
	Interest-bearing		18,861,000
	In foreign offices, Edge and Agreement subsidiaries, and IBFs		31,312,000
	Noninterest-bearing		286,000
	Interest-bearing		31,026,000
Federal funds purchased and securities sold under agreements to repurchase
	Federal funds purchased in domestic offices		839,000
	Securities sold under agreements to repurchase		396,000
Trading liabilities			3,045,000
Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases)			1,670,000
Not applicable
Not applicable
Subordinated notes and debentures			1,955,000
Other liabilities			6,011,000
Total liabilities			85,242,000
Minority interest in consolidated subsidiaries			150,000
EQUITY CAPITAL
Perpetual preferred stock and related surplus			0
Common stock			1,135,000
Surplus (exclude all surplus related to preferred stock)			2,112,000
Retained earnings			5,444,000
Accumulated other comprehensive income			(220,000	)
Other equity capital components			0
Total equity capital			8,471,000
Total liabilities, minority interest, and equity capital			93,863,000

      I, Thomas J. Mastro, Executive Vice President and Comptroller of the above-named bank do hereby declare that this Report of Condition is true and correct to the best of my knowledge and belief.

Thomas J. Mastro,

Executive Vice President and Comptroller

      We, the undersigned directors, attest to the correctness of this statement of resources and liabilities. We declare that it has been examined by us, and to the best of our knowledge and belief has been prepared in conformance with the instructions and is true and correct.

Thomas A. Renyi

Gerald L. Hassell

Directors

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135 Commonwealth Drive

Menlo Park, California 94025

Tel: (650) 328-4600 Fax: (650) 463-2600

www.lw.com

FIRM / AFFILIATE OFFICES
Brussels	New Jersey
Chicago	New York
Frankfurt	Northern Virginia
Hamburg	Orange County
Hong Kong	Paris
London	San Diego
Los Angeles	San Francisco
Milan	Silicon Valley
Moscow	Singapore
Munich	Tokyo
	Washington, D.C.

September 29, 2006

Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: Paul Dudek

Re:  Avago Technologies Finance Pte. Ltd.
Registration Statement on Form F-4

Dear Mr. Dudek:

     Our client, Avago Technologies Finance Pte. Ltd., a Singapore private limited company (the “Company”), is today filing under the Securities Act of 1933, as amended (the “Securities Act”), a Registration Statement on Form F-4 relating to the exchange of $500,000,000 principal amount of 101/8% Senior Notes due 2013, $250,000,000 principal amount of Senior Floating Rate Notes due 2013 and $250,000,000 principal amount of 117/8% Senior Subordinated Notes due 2015, all of which will be registered under the Securities Act, for any and all outstanding 101/8% Senior Notes due 2013, Senior Floating Rate Notes due 2013 and 117/8% Senior Subordinated Notes due 2015, respectively. The Company has paid the registration fee of $107,000 by wire transfer to the Commission’s account at Mellon Bank as permitted by the Rules under the Securities Act.

     The Company’s fiscal year ends on October 31, and the Form F-4 includes audited financial information for the Company for the nine months ended July 31, 2006, as well as financial information of its predecessor for prior periods. The Form F-4 omits certain executive compensation information for the last completed fiscal year because the Company had no operations as of October 31, 2005 and the Company respectfully submits that executive compensation information for the predecessor would not be relevant to holders of notes. The Company currently plans to undertake the exchange offers contemplated by the Form F-4 in December 2006. Prior to requesting acceleration of the Form F-4, the Company will include in a pre-effective amendment to the Form F-4 filed with the Commission: (1) audited financial information of the Company for the year ending October 31, 2006 and (2) the executive compensation information required under Item 402 of Regulation S-K for the year ending October 31, 2006.

     As indicated in the registration statement, the Company respectfully represents that selected financial data for the year ended October 31, 2002 cannot be prepared without incurring unreasonable effort or expense. The Company was, until December 1, 2005, a business unit of Agilent Technologies, Inc. (“Agilent”) and the historical data includes extensive allocations and other data not readily accessible to the Company. The Company has also recently completed two material dispositions that are not readily identifiable in historical Agilent records because 2002 predates the installation of a new ERP system. Further, given the passage of time and the rapid rate of change in the semiconductor industry, the Company respectfully submits that selected financial information for the year ended October 31, 2002 is of little value to holders of the notes.

Securities and Exchange Commission
September 29, 2006
Page 2

     Should the Staff have any comments regarding the foregoing or regarding the enclosed Form F-4, please contact the undersigned at (650) 463-2643 or William Davisson of this firm at (650) 463-2660.

Very truly yours,
 

/s/ Anthony J. Richmond  

Anthony J. Richmond
of LATHAM & WATKINS LLP 

cc:  Avago Technologies Finance Pte. Ltd.

-----END PRIVACY-ENHANCED MESSAGE-----

EX-10.1

Exhibit 10.1

Yishun Avenue

Execution Version

Sublease Agreement

By and Between

Agilent Technologies Singapore Pte Ltd

(“Landlord”)

And

Avago Technologies Manufacturing (Singapore) Pte. Ltd.

(“Tenant”)

SUBLEASE SUMMARY

Sublease Date:	December 1, 2005
Landlord:	Agilent Technologies Singapore Pte Ltd, a Singapore company
Tenant:	Avago Technologies Manufacturing (Singapore) Pte. Ltd., a Singapore company
Contact (Landlord):	Agilent Technologies Singapore Pte Ltd
	No. 1 Yishun Avenue 7
	Singapore 768923
	Attn: Workplace Services Manager
Contact (Tenant):	Avago Technologies Manufacturing (Singapore)Pte. Ltd.,
	No. 1 Yishun Avenue 7
	Singapore 768923
	Attn: Workplace Services Manager
Premises:	Those certain premises (deemed to contain 233,719 net lettable square feet or 21,713 net lettable square meters of floor area) located on the portions of the basement, 1st storey, 2nd storey and 3rd storey of Phase 1 and Phase 2 of the Building (as defined herein) located at No. 1 Yishun Avenue 7, Singapore 768923, as more particularly described on the site map appended hereto as Exhibit A-1 (the “Site Map”) and the building plan appended hereto as Exhibit A-2 (the “Building Plan”).
Project:	That certain real estate project consisting of the Building (as defined herein), the Common Area (as defined herein) and other ancillary improvements of which the Premises are a part, as more particularly described on the Building Plan.
Sublease Term:	The period of time commencing on the Commencement Date (as defined in the Sublease Agreement) and ending at midnight on the Expiration Date (as defined in the Sublease Agreement), unless sooner terminated or later extended as provided in the Sublease Agreement.
Monthly Base Rent:	The sum of S$204,504.12 per month calculated at the rate of S$0.875 per square foot per month payable by Tenant pursuant to Section 3.1 of the Sublease Agreement.

1

Permitted Use:	The manufacture of semiconductor products and components and office use relating thereto (the “Business Use”), in any case in accordance with applicable Laws and Private Restrictions; and no other use.
Tenant’s Contribution:	The sum of S$105,173.55 per month calculated at the rate of S$0.45 per square foot per month.
Air-conditioning Charges:	Charges will be calculated at the rate of S$0.0008 per square foot per hour.
Address for Notices: (Section 17.12)	To Landlord
	Agilent Technologies Singapore Pte Ltd
	No. 1 Yishun Avenue 7
	Singapore 768923
	Attn: Mr. Seah Teoh-Teh
	Facsimile: +65 6822-8407
	With a copy to
	Agilent Technologies, Inc.
	395 Page Mill Road
	Palo Alto, CA 94306
	United States of America
	Attention: General Counsel
	Facsimile: +1 650 752-5742
	To Tenant
	Avago Technologies Pte. Limited
	No. 1 Yishun Avenue 7
	Singapore 768923
	Attention: Bian-Ee Tan
	With copies to
	Avago Technologies Pte. Limited
	No. 1 Yishun Avenue 7
	Singapore 768923
	Attn: Workplace Services Manager
	Kohlberg Kravis Roberts & Co.
	9 West 57th St., Ste. 4200
	New York, NY 10019
	United States of America
	Attention: William Cornog

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     The provisions of the Sublease Agreement identified above in parentheses are those provisions making reference to the above-described Sublease Agreement terms. Each reference in the Sublease Agreement shall incorporate the applicable Sublease Agreement terms. In the event of any conflict between this Sublease Summary and the Sublease Agreement, the Sublease Agreement shall control.

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SUBLEASE AGREEMENT

     THIS SUBLEASE AGREEMENT(this “Sublease Agreement” or “Agreement”), dated this 1st day of December, 2005, is made by and between AGILENT TECHNOLOGIES SINGAPORE PTE LTD, a company organized under the laws of Singapore and having its registered address at No. 1 Yishun Avenue 7, Singapore 768923 (“Landlord”), and AVAGO TECHNOLOGIES MANUFACTURING (SINGAPORE) PTE. LTD., a company organized under the laws of Singapore and having its registered address at 8 Cross Street, #11-00 PWC Building, Singapore 048424 (“Tenant”) (each of Landlord and Tenant being a “Party” and collectively, the “Parties”).

RECITALS

     A. Agilent Technologies, Inc., a Delaware corporation (“Agilent”), and Avago Technologies Pte. Limited. (formerly known as Argos Acquisition Pte. Ltd.), a Singapore private limited company (“Avago”), have entered into that certain Asset Purchase Agreement dated as of August 14, 2005 (as such may be amended from time to time, the “APA”), pursuant to which Agilent has agreed to sell to Avago its semiconductor products business and related operations, subject to the terms and conditions set forth in the APA and the local asset transfer agreement to be entered into between, among others, the Parties in connection therewith (the “LATA”) (collectively, the transactions contemplated thereby, the “Business Sale”).

     B. In connection with the Business Sale and pursuant to the APA, Landlord has agreed to grant to Tenant a tenancy in the Premises pursuant to the terms and conditions set forth herein.

AGREEMENT

SECTION 1
DEFINITIONS

     Any term that is given a special meaning by this Section or by any other provision of this Sublease Agreement (including the exhibits attached hereto) shall have such meaning when used in this Sublease Agreement or any addendum or amendment hereto.

     1.1 “Additional Rent” is defined in Section 3.2.

     1.2 “Agreed Interest Rate” means that interest rate determined as of the time it is to be applied that is equal to the lesser of (i) two percent (2%) plus the base lending rate of DBS Bank Ltd as published closest prior to the date when due, or (ii) the maximum interest rate permitted by law.

     1.3 “Building” means the entire building comprised of two components commonly referred to as Phase I and Phase II and located at No. 1 Yishun Avenue 7, Singapore, as more particularly described on the Site Map.

     1.4 “Building Parking Areas” shall mean those portions of the Common Areas consisting of all surface and basement parking stalls located on the Project.

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     1.5 “Building Plan” has the meaning set forth in the Sublease Summary.

     1.6 “Commencement Date” means December 1, 2005.

     1.7 “Common Area” means all areas and facilities within the Project that are not designated by Landlord for the exclusive use of Tenant or Landlord or any other tenant or other occupant of the Project, including without limitation, all entrances, hallways, bathrooms, stairways, elevators, breakrooms and lobbies within the Buildings, as well as the Building Parking Areas, loading docks, access and perimeter roads, pedestrian sidewalks, trash enclosures, and the cafeteria, as more particularly described on the Site Map.

     1.8 “Consents” has the meaning set forth in Section 11.1.4.

     1.9 “Environmental Condition” means the Release of any Hazardous Substance caused or permitted by Tenant or Tenant’s Agents in, over, on, under, through, from, or about the Premises or Project. A Release shall not, however, have been “permitted” by Tenant or Tenant’s Agents solely because Tenant or Tenant’s Agents are aware that Preexisting Hazardous Substances exist or are migrating passively in, over, on, under, through, from, or about the Premises or Project.

     1.10 “Environmental Laws” means all Laws relating to, or imposing standards regarding, the protection of clean-up of the environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata), any Hazardous Substances Activity, the preservation or protection of waterways, groundwater, drinking water, air, wildlife, plants or other natural resources, or the exposure of any individual to Hazardous Substances, including without limitation protection of the health and safety of employees.

     1.11 “Event of Default” has the meaning set forth in Section 14.1.

     1.12 “Expiration Date” means November 30, 2008, subject to automatic extension to November 30, 2010 without any further action on the part of Landlord or Tenant hereunder (other than Landlord’s obligation hereunder to obtain any required HDB consent in connection therewith), or the date upon which this Sublease Agreement is sooner terminated or later extended pursuant to its terms.

     1.13 “Hazardous Substances” means any substance or material listed, defined, or regulated by any Environmental Law, including without limitation: (i) any chemical, substance, material, medical waste or other waste, living organism, or combination thereof which is or may be hazardous to the environment or human or animal health or safety due to its radioactivity, ignitability, corrosivity, reactivity, explosivity, toxicity, carcinogenicity, mutagenicity, phytotoxicity, infectiousness or other harmful or potentially harmful properties or effects; (ii) petroleum hydrocarbons, including crude oil or any fraction thereof, radon, polychlorinated biphenyls (PCBs), methane; and (iii) anything which now or in the future may be defined, listed, or regulated as “hazardous substances,” “hazardous wastes,” “extremely hazardous wastes,” “hazardous materials,” “toxic substances,” or “pollutants” by any Environmental Law.

     1.14 “Hazardous Substances Activity” means the transportation, transfer, recycling, storage, use, disposal, arranging for disposal, treatment, manufacture, removal, remediation,

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release, exposure of others to, sale, or distribution of Hazardous Substances or any product or waste containing Hazardous Substances, or product manufactured with ozone depleting substances, including, without limitation, any required labeling, payment of waste fees or charges (including so-called e-waste fees) and compliance with any product take-back or product content requirements.

     1.15 “HDB” means the Housing and Development Board, the landlord under the Head Lease.

     1.16 “Head Lease” means, collectively, the following leases:

(i)	Lease No.I/33183P issued by HDB to Compaq Asia Pte Ltd in respect of the land and structure(s) comprised in Lot 1935X of Mukim 19, which Lease was transferred to Landlord as Transferee/Lessee vide Transfer I/36944P registered on 6 December 2000, and includes the Variation of Lease I/49501Q registered 15 January 2002.
(ii)	Lease No.I/31607P issued by HDB to Compaq Asia Pte Ltd in respect of the land and structure(s) comprised in Lot 1937C of Mukim 19, which Lease was transferred to Landlord as Transferee/Lessee vide Transfer I/36944P registered on 6 December 2000, and includes the Variation of Lease I/49499Q registered 16 January 2002.
(iii)	Lease No.I/33182P issued by HDB to Compaq Asia Pte Ltd in respect of the land and structure(s) comprised in Lot 2134N of Mukim 19, which Lease was transferred to Landlord as Transferee/Lessee vide Transfer I/36944P registered on 6 December 2000, and includes the Variation of Lease I/49500Q registered 15 January 2002.
(iv)	Lease No.I/33160P issued by HDB to Compaq Asia Pte Ltd in respect of the land and structure(s) comprised in Lot 1975P of Mukim 19, which Lease was transferred to Landlord as Transferee/Lessee vide Transfer I/36944P registered on 6 December 2000, and includes the Variation of Lease I/49502Q registered 16 January 2002.

     1.17 “HVAC” has the meaning set forth in Section 4.1.

     1.18 “Improvements” means all improvements, additions, alterations and fixtures installed in the Premises after the Commencement Date by Tenant or at Tenant’s request and expense that are not Trade Fixtures, and shall include without limitation works relating to internal partitions, floors and ceilings within the Premises, electrical wiring, conduits, light fittings and fixtures, electrical wiring, conduits, light fittings and fixtures, fire protection devices, all plumbing and gas installations, pipes, apparatus, fittings and fixtures; and all mechanical and electrical engineering works.

     1.19 “Landlord” has the meaning set forth in the introductory paragraph.

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     1.20 “Landlord’s Agents” means the agents, employees and assigns (and their respective agents and employees) of Landlord.

     1.21 “Landlord Services” is defined in Section 8.1.

     1.22 “Law” means any present or future judicial decision, statute, constitution, ordinance, resolution, regulation, rule, administrative order, Permit, standard, directive, notice, guideline, or other requirement of any local, state, federal, or other government agency or authority, including the HDB (including quasi-official entities such as a board of fire examiners, public utility or special district) having jurisdiction over the Parties to this Sublease Agreement or the Project or any Permitted Use, including, as may be applicable, the HDB, Pollution Control Department (National Environment Agency) and Urban Redevelopment Authority.

     1.23 “Monthly Base Rent” has the meaning set forth in the Sublease Summary.

     1.24 “Option Term” and “Option Terms” have the meanings set forth in Section 2.2.

     1.25 “Permitted Use” has the meaning set forth in the Sublease Summary.

     1.26 “Preexisting Hazardous Substances” means Hazardous Substances, if any, existing in, on, under or about the Premises, Building or Project on or before the Commencement Date in violation of applicable Environmental Laws.

     1.27 “Premises” has the meaning set forth in the Sublease Summary.

     1.28 “Private Restrictions” means all recorded covenants, conditions and restrictions, private agreements, reciprocal easement agreements and any other recorded instruments (herein “encumbrances”) affecting the use of the Premises as of the date hereof, including without limitation the terms and conditions of the Head Lease and any other conditions imposed by HDB in relation to the Premises or the Building, and all encumbrances so recorded after the date hereof which do not materially interfere with Tenant’s then existing use of the Premises or, alternatively, which are approved by Tenant, which approval shall not be unreasonably withheld or delayed; provided, however, that in no event shall any Private Restriction prevent, limit or restrict Tenant from utilizing the Premises for the Business Use.

     1.29 “Project” has the meaning set forth in the Sublease Summary.

     1.30 “Release” means any accidental or intentional spilling, leaking, pumping, pouring, emitting, discharging, injecting, escaping, leaching, migrating, dumping or disposing in, over, on, under, through, or about the air, land, surface water, ground water, or the environment (including without limitation the abandonment or discarding of receptacles containing any Hazardous Substances), unless and to the extent permitted or authorized by a governmental agency.

     1.31 “Rent” is defined in Section 3.3.

     1.32 “Rules and Regulations” is defined in Section 4.3.

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     1.33 “Security Deposit Amount” is the amount equivalent to three (3) months of the Monthly Base Rent and Tenant’s Contribution to be dealt with pursuant to Section 3.5, which amount shall be paid in bank guaranty or letter of credit reasonably satisfactory to Landlord.

     1.34 “Service Failure” is defined in Section 7.3.

     1.35 “Singapore Dollar” means the legal currency of Singapore and indicated herein as “S$” before a dollar amount.

     1.36 “Site Map” has the meaning set forth in the Sublease Summary.

     1.37 “Sublease Agreement” or “Agreement” means this printed agreement, and all exhibits attached hereto, as the same may be amended in accordance with this Sublease Agreement from time to time; all of which are attached hereto and incorporated herein by this reference.

     1.38 “Sublease Term” shall be for a period of time commencing on the Commencement Date and ending at midnight on the Expiration Date (which shall be inclusive of the automatic extension period from December 1, 2008 through November 30, 2010 as well as any Option Terms), unless sooner terminated as provided herein.

     1.39 “Tenant” has the meaning set forth in the introductory paragraph.

     1.40 “Tenant’s Agents” means the agents, employees and assigns (and their respective agents and employees) of Tenant.

     1.41 “Tenant’s Contribution” has the meaning set forth in the Sublease Summary.

     1.42 “Tenant’s Minimum Liability Insurance Coverage” means a minimum limit of Ten Million Dollars (S$10,000,000.00) per occurrence.

     1.43 “Trade Fixtures” means (i) Tenant’s inventory, furniture, and business equipment, and (ii) anything affixed to the Premises for purposes of trade, manufacture, ornament or domestic use which is owned by Tenant as of the Commencement Date or thereafter acquired by Tenant at its own expense (or by another party on its behalf) and which can be removed without material injury to the Premises. Such affixed items which are an integral part of the Premises shall not constitute Trade Fixtures. Notwithstanding the foregoing, all of Tenant’s signs shall be deemed Trade Fixtures, in each case regardless of how affixed to the Premises or Common Area.

     1.44 “Transfer” has the meaning set forth in Section 15.1.1.

     1.45 “Transferee” has the meaning set forth in Section 15.2.

SECTION 2
LETTING

     2.1 Letting. Subject to Section 17.21 hereof, Landlord hereby lets to Tenant, and Tenant rents from Landlord, for the Sublease Term upon the terms and conditions of this

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Sublease Agreement, the Premises for Tenant’s own use in the conduct of Tenant’s business together with the non-exclusive right to use (which includes the permitted use by Tenant’s Agents, customers and invitees of) the Common Area, including, without limitation, subject to Section 4.6 hereof, the Building Parking Areas. Landlord shall not increase the area comprising the Premises without the prior written approval of HDB. Landlord reserves for its exclusive use all areas in the Project other than the Common Areas and the Premises, as well as the exterior walls, the roof and the area beneath and above the Premises, and Landlord reserves the right to install, maintain, use, and replace ducts, wires, conduits and pipes leading through the Premises; provided, however, that in its exercise of such rights, Landlord shall use reasonable efforts to minimize interference with Tenant’s access to and use of the Premises. By taking possession of the Premises, Tenant shall be conclusively deemed to have accepted the Premises in their then existing condition as of the Commencement Date, “AS-IS, WITH ALL FAULTS.” Tenant acknowledges and agrees that, except for the representations set forth in Section 17.18 hereof and in the APA, Landlord has made no representations or warranties to Tenant, express or implied, with respect to the Premises, whatsoever, including, without limitation, any representation or warranty as to the suitability of the Premises for Tenant’s intended use.

     2.2 Option to Extend Sublease Term. Tenant shall have the option to extend the Sublease Term for two consecutive additional terms of five (5) years each (each, an “Option Term” and, collectively, the “Option Terms”) at the then prevailing market rent and on such terms and conditions as may be imposed by HDB in granting its approval for such extension, by submitting to Landlord a written request for such extension not less than six (6) months before the expiry of the then-Sublease Term, provided that there shall not at the time of such request exist any Event of Default hereunder. Tenant’s option to extend the Sublease Term under this Section 2.2 is subject to all necessary approvals having been obtained and remaining in force, including but not limited to such approvals as may be required under HDB’s Terms of Approval for Subletting. If HDB approves any extension of the Sublease Term for a period shorter than five (5) years, then such extension of the Sublease Term shall be reduced to such shorter term as may be approved by HDB from time to time. Landlord shall take all steps including applying for all necessary approvals, to enable the Sublease Term to be extended in accordance with this Section 2.2 (and, for the avoidance of doubt, as contemplated in Section 1.12 hereof). Landlord shall bear all costs and expenses incurred by Landlord in connection with any extension of the Sublease Term, including without limitation legal costs and the costs of obtaining any necessary approvals. For the avoidance of any doubt, the Parties hereby confirm that it is their intention that if the Sublease Term or any Option Term as approved by HDB is less than five (5) years or if HDB’s approval for any extension of the Sublease Term or Option Term is for a period less than five (5) years, Tenant shall have the option to extend the Sublease Term and subsequent terms such that the aggregate period comprising (x) the Sublease Term; (y) Option Terms; and/or (z) extended term(s) of the sublease of the Premises granted to Tenant with effect from the Commencement Date shall not be less than fifteen (15) years. Landlord shall use good faith, best endeavors to secure such approvals (including from the HDB) as necessary to ensure that the intention of the Parties may be realized; provided, however, that the foregoing covenant shall not require Landlord to pay any amounts in connection with obtaining such approvals, other than filing or similar fees which have been allocated among the Parties pursuant to this Agreement. Notwithstanding anything to the contrary hereinabove, and in addition to the renewal options set forth herein, Landlord and Tenant agree that in accordance with market practice, in connection with any discussions regarding renewal or extension of the Sublease Term, Landlord and Tenant

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shall negotiate in good faith regarding the reduction of floor area of which the Premises shall be comprised in any such extended term.

The expression “prevailing market rent” for the purpose of this Section 2.2 means the market rent (inclusive of Tenant’s Contribution) determined as being at the time of such determination, the prevailing market rent for the Premises. The Parties shall endeavour to agree on the prevailing market rent. If the Parties have not reached an agreement on the prevailing market rent by two (2) months before the expiry of the initial Sublease Term or any Option Term, as applicable, Landlord and Tenant shall within two (2) weeks thereof each appoint a reputable licensed valuer (and in the absence of appointment by either Party within the said two (2) week period, the Party who has appointed its licensed valuer may appoint the second licensed valuer) to determine the prevailing market rent and the average of the two (2) valuations shall be accepted by the Parties as the prevailing market rent for the Premises. Each Party shall bear the costs and expenses of and in connection with the appointment of its own licensed valuer but if two (2) licensed valuers are appointed by one (1) Party pursuant to the above provisions, then the costs and expenses of and in connection with the appointment of the two (2) licensed valuers shall be borne by Landlord and Tenant in equal shares. The licensed valuers shall act as experts and not as arbitrators and their determination shall be conclusive and binding on the Parties.

     2.3 Compliance with the Head Lease and Laws. This Sublease Agreement, including the Sublease Term and Tenant’s option to extend under Section 2.2, is subject always to the terms of the Head Lease executed between HDB and Landlord and any applicable Laws. If HDB approves this Sublease Agreement for a period shorter than the Sublease Term, then the Sublease Term shall be reduced to such shorter term as approved by HDB from time to time without prejudice to Tenant’s rights to obtain the benefit of this Agreement for the entire Sublease and Option Terms as provided in Section 2.2 above. Landlord shall bear all costs and expenses incurred by Landlord in connection with such approvals, licenses or permits, including the subletting fee payable to HDB. Without prejudice to the generality of the foregoing, Tenant shall: (a) observe and perform all the terms and covenants set out in the Head Lease executed between HDB and Landlord and on the part of Landlord to be observed and performed, insofar as the same are applicable to the Premises (except for the obligation to pay rent and service charge); (b) comply with all terms and conditions imposed by HDB on granting its approval to this Sublease Agreement in so far as they relate to the Premises (including HDB’s Terms of Approval of Subletting); and (c) comply with any additional obligations with which Landlord may be liable to comply with by any direction or requirement of HDB in so far as they relate to the Premises. In the event of any conflict or inconsistency between the terms of this Sublease Agreement and the terms of the Head Lease executed between HDB and Landlord, the latter shall prevail. Landlord warrants and represents that a true and complete copy of each of the Head Lease executed between HDB and Landlord, HDB’s Terms of Approval for Subletting and (if any) the additional obligations to be complied with by Landlord, are attached hereto as Exhibit D.

     2.4 Termination of Head Lease.

               (a) The Parties acknowledge that, under HDB’s Terms of Approval of Subletting, HDB may revoke its subletting approval for this Sublease Agreement upon giving

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Landlord three (3) months’ written notice without being liable for any inconvenience, loss damages, compensation, costs or expenses whatsoever.

               (b) If (a) HDB gives Landlord notice to revoke its subletting approval for this Sublease Agreement pursuant to the aforesaid, or (b) the Head Lease is terminated for whatever reason then on the expiry of such notice or on such termination (as the case may be), this Sublease Agreement will terminate immediately and Landlord will immediately notify Tenant of such termination. The termination will not affect the rights of either Party against the other Party for any previous default of that other Party of the provisions of this Sublease Agreement. Landlord will not be liable for any inconvenience, loss, damage, cost expense or compensation in connection with the termination of this Sublease Agreement pursuant to this Section 2.4, unless such termination arises as a result of either a default under the Head Lease by Landlord or any other willful act or omission of Landord.

SECTION 3
RENT

     3.1 Monthly Base Rent. Commencing on the Commencement Date and continuing on the first day of each month throughout the Sublease Term, Tenant shall pay Landlord without offset, deduction or prior notice except as otherwise provided hereunder, the Monthly Base Rent, as base rent for the Premises. Landlord shall at all times inform HDB of any changes in the Monthly Base Rent charged. In the event of any changes, HDB reserves the right to revise the applicable subletting fee, which is subject to applicable goods and services tax.

     3.2 Additional Rent. Commencing on the Commencement Date and continuing throughout the Sublease Term, subject to Section 8 of this Agreement, Tenant shall pay the following as additional rent (the “Additional Rent”): (i) Tenant’s Contribution; (ii) the Air-conditioning Charges (Landlord reserves the right to adjust such Air-conditioning Charges (and shall reduce same if applicable) from time to time during the Sublease Term in accordance with prevailing market rates); and (iii) any other charges due Landlord pursuant to this Sublease Agreement.

     3.3 Payment of Rent. All Monthly Base Rent, Tenant’s Contribution and Air-conditioning Charges (collectively, the “Rent”) shall be paid in advance on the first day of each calendar month during the Sublease Term. All amounts due hereunder shall be paid in the lawful currency of Singapore, without any abatement, deduction or offset whatsoever or without any prior demand therefor (except, in any case, as otherwise expressly provided herein). Rent shall be paid directly to Landlord at the primary Landlord notice address set forth on the Sublease Summary, or such other address as may be designated in writing by Landlord upon 30 days’ prior written notice to Tenant in accordance with Section 17.12. Tenant’s obligation to pay Monthly Base Rent and Tenant’s Contribution shall be prorated for any partial month based on a thirty (30) day month. As used herein, the word “month” shall mean a period beginning on the first (1st) day of a calendar month and ending on the last day of that calendar month.

     3.4 Late Charge and Interest on Rent in Default. Tenant acknowledges that the late payment by Tenant of any monthly installment of Monthly Base Rent or any Additional Rent will cause Landlord to incur certain costs and expenses not contemplated under this Sublease

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Agreement, the exact amount of which are extremely difficult or impractical to fix. Such costs and expenses will include, without limitation, administration and collection costs and processing and accounting expenses. Therefore, if any such Monthly Base Rent or Additional Rent is not received by Landlord from Tenant within five (5) days after the delinquent amount became due, Tenant shall immediately pay to Landlord a late charge equal to S$4,000; provided, however, that the aforementioned late charge will not apply to the first late payment, if any, during the period commencing on the Commencement Date and ending on the first anniversary thereof. Landlord and Tenant agree that this late charge represents a reasonable estimate of such costs and expenses and is fair compensation to Landlord for its loss suffered by Tenant’s failure to make timely payment. In no event shall this provision for a late charge be deemed to grant to Tenant a grace period or extension of time within which to pay any rent or prevent Landlord from exercising any right or remedy available to Landlord upon Tenant’s failure to pay any rent due under this Sublease Agreement in a timely fashion, including the right to terminate this Sublease Agreement. If any amount due hereunder is not paid on or before the fifth (5th) day following the due date, then, without prejudice to any of Landlord’s other rights and remedies and in addition to such late charge, Tenant shall pay to Landlord interest on the delinquent amount at the Agreed Interest Rate from the date such amount became due until paid.

     3.5 Security Deposit.

          3.5.1 Tenant shall, as soon as commercially practicable hereafter but in no event later than December 31, 2005, pay to and maintain with Landlord the Security Deposit Amount:

               (a) as security for compliance by Tenant of all the provisions in this Sublease Agreement; and

               (b) to secure or indemnify Landlord against:

(i)	any loss or damage from any default by Tenant under the Sublease Agreement; and
(ii)	any other claim by Landlord at any time against Tenant in relation to any matter arising out of or in connection with the Premises.

          3.5.2 Without prejudice to any of Landlord’s rights or remedies, if any default by Tenant under this Sublease Agreement occurs, Landlord is entitled (but not obliged) to apply the whole or part of the Security Deposit Amount in or towards making good any loss or damage sustained by Landlord as a result of that default and any expense incurred by Landlord in making good the loss or damage, in any manner as may be prescribed by Landlord.

          3.5.3 Tenant must pay to Landlord within seven (7) days of the demand being made (a) an amount equal to the amount applied by Landlord under Section 3.5.2 above, as replacement of the part or whole of the Security Deposit Amount applied, (b) any shortfall in the Security Deposit Amount in the event of a change in the Monthly Base Rent and/or Tenant’s Contribution.

          3.5.4 Landlord must repay to Tenant, the Security Deposit Amount, without interest and after proper deductions by Landlord, within one (1) month after the end of the

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Sublease Term if Tenant has then paid all sums owing and performed all other obligations under this Sublease Agreement to the satisfaction of Landlord.

          3.5.5 Tenant must not set-off any part of the Security Deposit Amount against any Rent or other sums owing to Landlord.

          3.5.6 The rights of Landlord under this Section 3.5 are in addition to and will not affect the other rights of Landlord under this Sublease Agreement.

SECTION 4
USE OF PREMISES

     4.1 Limitation on Type. Tenant shall use the Premises solely for the Permitted Use and for no other purpose. Tenant shall not do or permit anything to be done or omit to do anything in or about the Premises that will (i) cause structural injury to the Premises or Project, (ii) cause damage to any part of the Premises or Project, or (iii) violate, or cause Landlord to be in violation of, any Laws or Private Restrictions. Tenant shall not operate any equipment within the Premises that will (iv) injure, vibrate or shake the Premises or Project, (v) interfere with, imposes additional load on or overload existing electrical systems or other mechanical equipment servicing the Premises or Project, (vi) impair the efficient operation of the sprinkler system or the heating, ventilating or air conditioning (“HVAC”) equipment within or servicing the Premises or Project, or (vii) damage, overload, or corrode the plumbing or sanitary sewer system. Tenant shall not attach, hang or suspend anything from the ceiling, roof, walls or columns of the Premises or set any load on the floor in excess of the load limits for which such items are designed nor operate hard wheel forklifts within the Premises. Tenant’s use of the Premises shall not (viii) create a fire or health hazard, (ix) damage the Premises, or (x) violate any Environmental Laws. Tenant shall keep the Premises in a neat, clean, attractive and orderly condition, free of any objectionable noises, odors, dust or nuisances.

     4.2 Compliance with Laws and Private Restrictions. Tenant’s lease of the Premises shall be subject to (i) all Laws, (ii) all Private Restrictions, and (iii) to the extent same do not increase Tenant’s obligations or reduce its rights under this Agreement or otherwise conflict with this Agreement, the Rules and Regulations from time to time promulgated by Landlord pursuant to Section 4.3, governing the use of the Premises. Tenant shall not use or permit any person to use the Premises in any manner which violates any Laws or Private Restrictions. Tenant shall abide by and promptly observe and comply with all Laws and Private Restrictions. Without prejudice to the above, Tenant shall: (i) comply with all requirements under any present or future Act of Parliament, order, by-law or regulation as to the use or occupation of the Premises; (ii) execute with all due diligence all works to the Premises for which Tenant is liable in accordance with this Section 4 and of which Landlord has given written notice to Tenant, and if Tenant shall fail to do so after adequate notice and opportunity to undertake same, Tenant shall permit Landlord to enter the Premises to carry out such works and to pay to Landlord on demand the expense of so doing (including surveyors’ and other professional advisers’ fees) together with interest at the Agreed Interest Rate from the date of expenditure until payment by Tenant to Landlord (such monies to be recoverable as if they were rent in arrears); and (iii) not allow the Premises to enter, remain or be used as a place in which any person is employed in contravention

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of Section 57(1)(e) of the Immigration Act (Cap. 133), Section 5 of the Employment of Foreign Workers Act (Cap. 91A) and any other similar Law in force at the moment.

     4.3 Rules and Regulations. Tenant shall observe and comply with the Rules and Regulations attached to this Sublease Agreement as Exhibit B attached hereto and made a part hereof (the “Rules and Regulations”). Subject to the limitation in Section 4.2 above, Landlord shall have the right at any time and from time to time to make, add to, amend, cancel or suspend such Rules and Regulations in respect of the Building as in the judgment of Landlord may from time to time be required for the management, safety, care or cleanliness of the Building or for the preservation of good order therein or for the convenience of tenants or for the use of the common areas of the Building, including without limitation, the hours of access and fees, if any, payable by the users therefor, for the use of the facilities (if any) in the Building provided by Landlord and all such Rules and Regulations shall bind Tenant upon delivery of a copy thereof to Tenant upon and from the date on which notice in writing thereof is given to Tenant by Landlord; provided, however, that Landlord shall not be liable to Tenant in any way for violation of the Rules and Regulations by any person including other tenants of the Building or the employees, independent contractors, agents, visitors, invitees or licensees of any such persons. If there shall be any inconsistency between the provisions of this Sublease Agreement and the provisions of such Rules and Regulations then the provisions of this Sublease Agreement shall prevail. Landlord shall not be responsible for, or subject to any liability as a result of, the violation by Tenant or any other person of any such Rules and Regulations. Landlord shall use best endeavors to uniformly enforce the Rules and Regulations.

     4.4 Insurance Requirements. Tenant shall not use or permit any person to use the Premises in any manner whereby any policy of insurance on including or in any way relating to the Premises taken out by Landlord may become void or voidable or whereby the rate of premium thereon or on the remainder of the Building may be increased.

     4.5 External Areas and Outer Doors. No materials, supplies, tanks or containers, equipment, finished products or semi-finished products, raw materials, inoperable vehicles or articles of any nature shall be stored upon or permitted to remain outside of the Premises except by the loading docks and related holding areas. Landlord shall so far as practicable keep the outer doors of the Building open so as to provide Tenant and Tenant’s employees, independent contractors, agents and permitted occupiers uninterrupted access subject always to the closure of the outer doors of the Building at such time as Landlord in its own discretion shall think fit. Landlord may in the case of invasion, mob, riot, public excitement or other circumstances rendering such action advisable in Landlord’s opinion, prevent access to the Building during the continuance of the same and for so long and in such manner as Landlord deems necessary including the closure of all doors and entrances of the Building.

     4.6 Parking and Loading Docks. Tenant is allocated and shall have the guaranteed right to use a number of parking stalls in the Building Parking Area determined based on a ratio of 1 stall per each 110 square meters of lettable space then-leased by Tenant hereunder for its use and the use of Tenant’s Agents, customers and invitees throughout the Sublease Term, Option Terms and any other extension term of this lease. At no time shall Landlord grant the right to use parking stalls to other tenants, subtenants, licensees or other persons in such number as shall impair Tenant’s right to use its allocated number of parking stalls hereunder. Tenant shall not at

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any time use more parking stalls than the number so allocated to Tenant or park its vehicles or the vehicles of others in any portion of the Project outside of the Building Parking Areas. Tenant shall not have the exclusive right to use any specific parking stall but Landlord shall provide Tenant access to all Building Parking Areas including the basement parking area. Landlord reserves the right, after having given Tenant reasonable written notice, to have any vehicles owned by Tenant or Tenant’s Agents utilizing parking spaces in excess of the parking spaces allowed for Tenant^’s use or in any portion of the Project outside of the Building Parking Areas, to be towed away at Tenant’s cost. All trucks and delivery vehicles shall be (i) parked at the rear of the Building, (ii) loaded and unloaded in a manner which does not unreasonably interfere with the businesses of Landlord or other occupants of the Project, and (iii) permitted to remain on the Project only so long as is reasonably necessary to complete loading and unloading. In the event Landlord elects or is required by any Law to limit or control parking in the Project, whether by validation of parking tickets or any other method of assessment, Tenant agrees, at no expense or inconvenience to Tenant or Tenant’s Agents, to participate in such validation or assessment program under such reasonable rules and regulations as are from time to time established by Landlord.

     4.7 Fire Prevention. Tenant shall co-operate with Landlord to establish a fire-safe environment for all users of the Building. For this purpose, Tenant shall: (i) participate in all fire drills; (ii) attend fire safety awareness talks; (iii) practice the use of fire extinguishers; and (iv) participate in any other activities deemed necessary by Landlord or as directed by the authorities from time to time.

     4.8 Weights and Stresses. Tenant shall obtain the prior written consent of Landlord before bringing upon the Premises any heavy machinery or other plant, equipment or goods with an imposed load in excess of 4 KN/m2 (or such other weight as may be prescribed by Landlord as being applicable to the Premises). Landlord may direct the routing, installation and location of all such machinery, plant, equipment and goods and Tenant shall comply with all such directions. Landlord shall in all cases retain and have the power to prescribe the weight and proper position of all iron or steel safes and other heavy machinery and equipment, articles or goods whatsoever in the Premises and any or all damage caused to the Building or any part thereof by Tenant or anyone on its behalf by taking in or moving out any safe, items of machinery and equipment, furniture, goods or other articles or during the time such are in the Building, shall be made good by Tenant. If Tenant shall not within seven (7) days of Landlord’s notice, proceed diligently to repair or make good the damage, Landlord may repair or make good the same and the expenses of Landlord together with interest at the Agreed Interest Rate from date of expenditure until payment by Tenant to Landlord shall be paid by Tenant on demand and such monies shall be recoverable as if they were rent in arrears. Notwithstanding anything to the contrary hereinabove, Landlord acknowledges and covenants that the location and load of any such machinery, plant, equipment and goods as of the date of this Agreement is in compliance with the aforesaid requirements.

     4.9 Upkeep of the Premises. Tenant shall: (i) keep the Premises free of pests, rodents, vermin and insects; (ii) keep the windows of the Premises closed at all times and not to erect or install any sign, device, furnishing, ornament or object which is visible from the street or from any other building and which, in the reasonable opinion of Landlord, is incongruous or unsightly and will detract from the general appearance of the Building; (iii) ensure that the decor

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and design of the exterior of the Premises are in accordance with plans and specifications previously submitted to and approved by Landlord, and not to make any changes to such external parts without the prior written consent of Landlord; (iv) ensure that all doors of the Premises are safely and properly locked and secured when the Premises are not occupied; (v) not cover or obstruct or permit to be covered or obstructed in any manner or by any other article or thing (other than window blinds approved by Landlord), the windows, sky-lights or ventilating shafts or air inlets or outlets which reflect or admit light or enable air to flow into or out of the Premises or any part of the Building; (vi) not employ in or about the Premises any cleaner other than a cleaning contractor approved by Landlord to carry out the cleaning work for the Premises and Tenant shall not have any claim against Landlord for any act, omission or negligence of such cleaner in or about the performance or purported performance of his duties; and (vii) ensure that all sweepings, rubbish, refuse, waste paper or other similar substances are properly disposed of in accordance with the guidelines, rules and regulations prescribed by Landlord from time to time and not to throw, place or allow to fall or cause or permit to be thrown or placed any sweepings, rubbish, refuse, waste paper or other similar substances in the lift shafts, water-closets or other conveniences in the Building and Tenant shall on demand pay to Landlord the costs of repairing any damage to such lift shafts, water-closets or other conveniences arising therefrom.

     4.10 Nuisance and Other Restrictions. Tenant shall not: (i) use the Premises for any noxious, noisy or offensive trade or business nor for any illegal or immoral act or purpose; (ii) hold in or on the Demised Premises any public entertainment; (iii) permit any vocal or instrumental music in the Premises so that it can be heard outside the Premises; (iv) permit pets of any kind to be kept on the Premises; (v) do in or upon or permit to be done in or upon the Premises anything which may be or may become or cause a nuisance, annoyance, disturbance, inconvenience or damage to Landlord or its other tenants of the Building or to the owners, tenants and occupiers of adjoining and neighboring properties; (vi) allow any person to sleep in the Premises nor to use the Premises for residential purposes; (vii) permit or cause to be permitted other than in designated areas the placing or parking of bicycles, motor cycles or scooters, trolleys and other wheeled vehicles and/or the stocking or storage or littering of goods or things in the common parts of the Building, the corridors, passageways, pavements and the car-parking areas, and Tenant shall keep all such internal and external parts of the Building clear and free of all obstruction at all times; provided that motorcycles shall continue to be permitted to be parked on the surface parking areas and in the basement parking area and bicycles may be parked on corners not obstructing any traffic; (viii) place or take into the passenger lifts any baggage, furniture, parcels, sacks, bags, heavy articles or other goods or other merchandise save only such light articles as brief-cases, attaché cases and handbags and to use only the service lift prescribed by Landlord for the transportation of furniture, goods and other heavy equipment; (ix) permit or allow food trays and tiffin carriers to be brought into or carried in any passenger lift and Tenant shall ensure that such items are conveyed in the service lift only; (x) permit or allow the contractors, workmen or cleaners (with or without equipment and tools) engaged by Tenant to use the passenger lifts of the Building and to ensure that they use only the service lift prescribed by Landlord; (xi) solicit business, display or distribute advertising material in the carparks or other common areas of the Building; (xii) ensure that Tenant and Tenant’s Agents shall use the utility areas, water closets and toilet facilities in the common parts of the Building in such a manner that (a) such utility areas, water closets and toilet facilities will not be left by Tenant and Tenant’s servants, agents independent contractors and permitted occupiers in an

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unhygienic condition nor left in an untidy or dirty state or condition, (b) the pipes, drains, basins and sinks in such utility areas, water closets and toilet facilities are clean and unblocked and (c) does not result in excessive and unreasonable water consumption in the utility areas, water closets and toilet facilities; (xiii) permit trade vehicles while being used for delivery and pick up of merchandise to or from the Premises to be driven parked or stopped at any place or time within the Building except within the loading dock of the Building and except at such other place or places and at such time or times as Landlord may specifically allow and Tenant shall prohibit its employees service suppliers and others over whom Tenant may have control from parking delivery vehicles during loading or unloading in any place other than the specifically approved loading dock and such other specifically approved places as aforesaid, and from obstructing in any manner howsoever the entrances exits and driveways in and to the common parking areas and also the pedestrian footways in or to the common parts of the Building; or (xiv) carry out or permit unauthorized smoking in the Premises and the lobbies, corridors, staircases, lifts, hoists, lavatories and other parts in common use in the Building, and Tenant shall in accordance with the Smoking (Prohibition in Certain Places) Act (Cap. 310) appoint a manager who may adopt any means to bring to Tenant’s Agents attention to such prohibition.

     4.11 Use and Name of Building. Landlord shall have the right at all times to change the name or number by which the Building is known, subject to Tenant’s prior consent which consent may not be unreasonably withheld, unless the desired name is that of another company or entity whose business is substantially similar to the Business Use in which case such consent may be withheld in its sole discretion. So long as Tenant occupies at least 50% of the Premises, Landlord shall not lease, license, sublease or otherwise permit occupancy in the Building by any entity or person whose primary business is the Business Use, unless the parties otherwise agree. Tenant shall not use the name of the Building as part of its trade or business name, other than as its address and place of business. Tenant shall not use a name, trade mark or service mark which includes the name of the Building or any derivative name sounding similar thereto for any purpose whatsoever.

     4.12 Signs. Tenant shall not place or display on the exterior of the Premises or on the windows or inside the Premises so as to be visible from the exterior of the Premises any name, writing, notice, sign, illuminated sign, display of lights, placard, poster, sticker or advertisement other than (i) the name of Tenant sign written on the entrance doors of the Premises in a style and manner previously approved in writing by Landlord, (ii) the name of Tenant displayed in such indicator board in the Building as Landlord may designate from time to time, and (iii) exterior signage on the Building and at the Project as hereinafter provided and as may otherwise be agreed to between Landlord and Tenant. All such approved signs shall strictly conform to all Laws and Private Restrictions and shall be installed at the expense of Tenant. If any name, writing, notice, sign, placard, poster, sticker or advertisement shall be placed or displayed in breach of these provisions, Tenant hereby agrees to permit Landlord to enter the Premises and to remove such name, writing, notice, sign, placard, poster, sticker or advertisement and to pay to Landlord on demand the expense of so doing. If Landlord so elects, Tenant shall, at the expiration or sooner termination of this Sublease Agreement, remove all signs installed by it and repair any damage caused by such removal. Tenant shall at all times maintain such signs in good condition and repair. Notwithstanding the foregoing, Tenant shall have the right to install three (3) external signs as follows: two to be located at the entrances to the Project as located on the Site Map and one on the façade of the Building, in each instance next to (and of comparable size

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and prominence) as the existing Agilent signs. Tenant shall maintain such signs at its own cost and expense.

     4.13 Landlord’s Right to Deal with Adjoining Property. Landlord may deal as it may think fit with other property belonging to Landlord adjoining or nearby the Project and to erect or suffer to be erected on such property in compliance with Law any buildings whatsoever whether or not such buildings shall affect or diminish the light or air which may now or at any time be enjoyed by Tenant in respect of the Premises. Landlord shall have the right at all times without obtaining any consent from or making any arrangement with Tenant to alter, reconstruct or modify in any way whatsoever or change the use of the parts of the Building (including all fixtures, fittings, machinery and apparatus therein and thereto), which are defined to be common property under the Land Titles (Strata) Act or if the Building is not subdivided and registered under the Land Titles (Strata) Act, those parts of the Building which would reasonably be deemed to be common property if the Building had been subdivided and registered under that Act, so long as proper means of access to and egress from the Premises are afforded and essential services are maintained at all times. Nothing contained in this Sublease Agreement shall confer on Tenant any right to enforce any covenant or agreement relating to other parts of the Building demised by Landlord to others, or limit or affect the right of Landlord in respect of any such other premises to deal with the same and impose and vary such terms and conditions in respect thereof in any manner as Landlord may think fit. Landlord and its workmen and agents shall be entitled, at any time after delivery of the Premises to Tenant and prior to the issue of the Certificate of Statutory Completion, to make such alterations or additions to the Premises as may be required by the competent authorities for purpose of the issue of the Certificate of Statutory Completion and Tenant shall permit Landlord, its workmen and agents access into the Premises at all reasonable times for that purpose. In the event that the issue of the Certificate of Statutory Completion is rejected or otherwise withheld or delayed as a result of any deviation, alteration, addition or installation carried out or caused to be carried out by Tenant without the written consent of Landlord or as a result of any act, default or omission on the part of Tenant, Landlord may by notice in writing require Tenant to rectify the same within a period of seven (7) days and if Tenant does not comply with Landlord’s notice within the said period of seven (7) days, Landlord and its workmen and agents shall be entitled to enter into the Premises to make such necessary alterations or additions to the Premises as may be required by the competent authorities, and to recover from Tenant the cost of such alterations or additions together with interest at the Agreed Interest Rate thereon from and including the date the costs were so incurred by Landlord until the date they are paid (such costs and interest to be recoverable as if they were rent in arrears).

SECTION 5
TRADE FIXTURES AND IMPROVEMENTS

     5.1 Trade Fixtures. All Trade Fixtures shall remain Tenant’s property.

     5.2 Landlord’s Approval for Improvements. Tenant shall not construct any Improvements or otherwise make any alterations or additions to the Premises or Project without Landlord’s prior written approval which approval shall not be unreasonably withheld or delayed, and not until Landlord shall have first approved the plans and specifications therefor. For purpose of seeking Landlord’s approval herein, Tenant shall submit to Landlord all plans,

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layouts, designs, drawings, specifications and details of proposed materials to be used for any proposed Improvements. Landlord shall be entitled to require Tenant to engage an architect, engineer or other consultant(s) for the purpose of considering the plans, specifications and materials relating to the proposed Improvements and for the purpose of supervising all works carried out by Tenant, if necessary, having regard to the Improvements. Tenant shall obtain the prior written approval of Landlord to its appointment of the architect, engineer or other consultant(s) pursuant to this Section (such approval not to be unreasonably withheld or delayed).

     5.3 Carrying out of Improvements. All Improvements to the Premises shall only be carried out (i) in the case of any mechanical and electrical engineering works by a specialist contractor employed by Tenant subject to consent of Landlord (such consent not to be unreasonably withheld or delayed). All Improvements undertaken by Tenant shall be done in accordance with all Laws, and all planning and other consents necessary or required pursuant to the provisions of any statute, rule, order, regulation or by-law for any Improvement to the Premises or any part thereof, shall be applied for and obtained by Tenant at its own cost and expense. Tenant shall not commence construction of any Improvements until (i) all required governmental and regulatory approvals and permits shall have been obtained and copies of same have been provided to Landlord, (ii) all requirements regarding insurance imposed by this Sublease Agreement have been satisfied, (iii) Tenant shall have given Landlord at prior written notice of its intention to commence such construction, (iv) Tenant shall have notified Landlord by telephone of the commencement of construction on the day it commences, and (v) if requested by Landlord in its reasonable discretion, Tenant shall have obtained or caused its general contractor to obtain contingent liability and broad form builders risk and/or such forms of insurance and/or completion and performance bonds in an amount reasonably satisfactory to Landlord. Tenant shall carry out and complete all Improvements to the Premises in accordance with plans, layouts, designs, drawings, specifications and using materials approved by Landlord, in a good and workmanlike manner using new materials of good quality, in accordance with all planning and other consents referred to above, and in compliance with the reasonable requirements of appointment consultant(s). All Improvements shall remain the property of Tenant during the Sublease Term, but shall not be damaged, altered, or removed from the Premises. At the expiration or sooner termination of the Sublease Term, all Improvements shall be removed from the Premises in accordance with the provisions of Section 17.5.

     5.4 Alterations Required by Law. Tenant shall, at its own cost, make any alteration, addition or change of any sort to the Premises that is required by any Law because of (i) Tenant’s particular use or change of use of the Premises, (ii) Tenant’s application for any permit or governmental approval, or (iii) Tenant’s construction or installation of any Improvements or Trade Fixtures. Any other alteration, addition or change required by Law that is not the responsibility of Tenant pursuant to the foregoing shall be made by Landlord at Landlord’s own cost and expense.

     5.5 Prohibited Alterations. In no event shall Tenant make any Improvements to the Premises or the Project which could affect the structural integrity or the exterior design of the Premises or the Project, or paint or make any Improvements or exert any force or load on the curtain wall, its frame structure and all its related parts or to place or affix any structures or articles or materials thereon which would otherwise render the warranty granted in favor of

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Landlord in respect of such wall and structure null and void. Tenant shall not erect, install or put up any exterior lighting, shade, canopy, awning, shed or other structure, whether permanent or temporary, at or on, in front of or elsewhere outside the Premises.

SECTION 6
REPAIR AND MAINTENANCE

     6.1 Tenant’s Obligation to Maintain. Except as otherwise provided in Sections 6.2 and 12. 1, Tenant shall, at its sole cost and expense, be responsible for the following during the Sublease Term:

          6.1.1 Tenant shall at all times to repair and to keep in a clean and good state of tenantable repair and condition (fair wear and tear excepted), the Premises and every part thereof, through regular inspections and servicing, including without limitation the interior thereof, the flooring, interior plaster or other surface material or rendering on walls and ceilings, fixtures therein, all doors, windows, glass, locks, fastenings (including cleaning both interior and exterior surfaces), installations and fittings for light and power, any automatic fire extinguisher equipment in the Premises, the roof membrane, all above ground plumbing facilities (including all sinks, toilets, faucets and drains), and all ducts, pipes, vents or other parts of the HVAC or plumbing system, all electrical facilities and all equipment (including all lighting fixtures, lamps, bulbs, tubes, fans, vents, exhaust equipment and systems), all improvements and additions to the Premises and all Landlord’s fixtures, fittings and appurtenances of whatever nature affixed or fastened to the Premises, and without prejudice to the generality of the foregoing, to replace at Tenant’s cost all broken or blown light bulbs, globes or tubes installed upon the Premises and to make good to the satisfaction of Landlord any damage or breakage caused to any part of the Premises or to Landlord’s fixtures and fittings therein by the bringing in or removal of Tenant’s goods or effects or resulting from any action or omission of Tenant or Tenant’s Agents.

          6.1.2 Tenant shall replace any damaged or broken glass in the Premises (including all interior and exterior doors and windows) with glass of the same kind, size and quality. Tenant shall repair any damage to the Premises (including exterior doors and windows) caused by vandalism or any unauthorized entry.

          6.1.3 All repairs and replacements required of Tenant shall be promptly made with new materials of like kind and quality. If the work affects the structural parts of the Premises or if the estimated cost of any item of repair or replacement is in excess of the Twenty-Five Thousand Dollars (S$25,000.00), then Tenant shall first obtain Landlord’s written approval of the scope of the work, plans therefor, materials to be used, and the contractor.

          6.1.4 If any damage or injury is caused to Landlord or to any person whomsoever directly or indirectly on account of the condition of any part of the interior of the Premises (including flooring, walls, ceiling, doors, windows, curtain wall and its related parts including fluorocarbon coating thereon and other fixtures), to be wholly responsible therefor and to fully indemnify Landlord against all claims, demands, actions and legal proceedings whatsoever made upon Landlord by any person in respect thereof. In the interpretation and application of the provisions of this sub-clause, the decision of the surveyor or architect of Landlord shall be final and binding upon Tenant.

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     6.2 Landlord’s Obligation to Maintain, Repair and Replace. Landlord shall repair and maintain (i) all utility and other building systems serving the Premises to the point of entry into the Premises, including without limitation the mechanical, electrical, plumbing and other systems serving the Premises, (ii) the roof (excluding the roof membrane) and the other structural components of the Premises, including but not limited to the footings, the foundation, the structural floor and the load bearing walls of the Premises, (iii) the exterior skin of the Premises, and (iv) all underground utilities, including sewer and water mains and other underground plumbing, serving the Premises, so that the same are kept in good order and repair. Additionally, Landlord shall clean, provide janitorial service (except with respect to the Premises which is Tenant’s cost and responsibility) for, maintain in good order, condition and repair and replace when necessary the Building in which the Premises are located and the Common Area and every part and system of, or serving, the foregoing (including, without limitation, structural parts of the Building including without limitation foundations, load bearing and exterior walls, sub-flooring, structural roof and roofing, windows and frames, gutters, and downspouts on the building, sidewalks, curbs, parking lots, lamp and light bulb replacement, electrical, lighting, plumbing and sewage systems and equipment and heating, ventilating, air-conditioning, elevators, emergency, fire protection, life safety, and support systems servicing the Building), through regular inspections, servicing, repair and, as commercially reasonably appropriate, replacement, each at a minimum in the same manner and to the same schedule and specification as currently being performed prior to the Closing. Landlord may engage contractors of its choice to perform the obligations required of it by this Section, and the necessity of any expenditure to perform such obligations shall be at the sole discretion of Landlord.

     6.3 Control of Common Area. Landlord shall at all times have exclusive control of the Common Area. Landlord shall have the right, without the same constituting an actual or constructive eviction and without entitling Tenant to any abatement of Rent, to: (i) close any part of the Common Area to whatever extent required in the opinion of Landlord’s counsel to prevent a dedication thereof or the accrual of any prescriptive rights therein; (ii) temporarily close the Common Area to perform maintenance or for any other reason deemed sufficient by Landlord; (iii) change the shape, size, location and extent of the Common Area; (iv) eliminate from or add to the Project any land or improvement, including multi-deck parking structures; (v) make changes to the Common Area including without limitation changes in the location of driveways, entrances, passageways, doors and doorways, elevators, stairs, restrooms, exits, parking spaces, parking areas, sidewalks or the direction of the flow of traffic and the site of the Common Area; (vi) remove unauthorized persons from the Project; or (vii) change the name or address of the Premises or Project. Tenant shall keep the Common Area clear of all obstructions created or permitted by Tenant. If, in the opinion of Landlord, unauthorized persons are using any of the Common Area by reason of the presence of Tenant in the Premises, Tenant, upon demand of Landlord, shall restrain such unauthorized use by appropriate proceedings. In exercising any such rights regarding the Common Area, Landlord shall make a reasonable effort to minimize any disruption to Tenant’s business. In the event Landlord elects to remodel or construct improvements upon any part of the Common Area located outside of the Premises, Tenant will cooperate with such remodeling or construction, including Tenant’s tolerating temporary inconveniences in order to facilitate such remodeling or construction.

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SECTION 7
UTILITIES

     7.1 Utilities. Utility lines and facilities required by Tenant for Tenant’s Permitted Use of the Premises are presently at the Premises, fully installed, assessed and operational, and Landlord shall be responsible at all times for the maintenance and repair of all such utility lines and facilities as provided in Section 6.2 hereof. The term “Utility” or “Utilities” as used in this Section 7.1 shall include gas, electricity, water (including water for fire protection service), sewer (both sanitary and storm), telephone and waste pick-up. Tenant shall promptly pay all charges including any taxes now or in the future imposed by SP Services Ltd. or other appropriate authority in respect of the Utilities, and any other utilities, materials or services supplied and metered separately to the Premises which shall be consumed or supplied on or to the Premises, or an appropriate proportion thereof attributable to the Premises, and pay all necessary hire charges for any equipment or appliances supplied to Tenant by SP Services Ltd. or other appropriate authority. In the event of such Utilities and other services not being supplied and metered separately to the Premises, to pay to Landlord a proportionate part of the cost thereof, such cost to be calculated by Landlord and notified to Tenant by a statement from Landlord in writing, such statement to be conclusive as to the amount thereof, and in the event of SP Services Ltd. or other equivalent authority responsible for the supply of the Utilities and any other services supplied and used in the Building increasing the charges therefor, Tenant shall pay to Landlord a proportionate part of the increased costs thereof, such costs to be calculated by Landlord and notified to Tenant by a statement from Landlord in writing, such statement to be conclusive as to the amount thereof (save for manifest error and Tenant’s right to audit pursuant to Section 8.5 hereof).

     7.2 Electrical Meter. Notwithstanding anything to the contrary in Section 7.1, Landlord covenants that a separate meter for electricity for the Premises shall, at the sole expense of Landlord, be (a) installed as soon as practicable following the date hereof but in no event later than January 31, 2006, and (b) maintained during the Sublease Term.

     7.3 Compliance with Governmental Regulations. Landlord and Tenant shall comply with all rules, regulations and requirements promulgated by the Government of the Republic of Singapore, statutory bodies or any other national, state or local governmental agencies or utility suppliers concerning the use of utility services, including any rationing, limitation or other control. Landlord may voluntarily cooperate in a reasonable manner with the efforts of all governmental agencies or utility suppliers in reducing energy or other resources consumption. Tenant shall not be entitled to terminate this Sublease Agreement nor to any abatement in rent by reason of such compliance or cooperation. Tenant agrees at all times to cooperate fully with Landlord and to abide by all reasonable rules, regulations and requirements which Landlord may prescribe in order to maximize the efficient operation of the HVAC system and all other utility systems. In the event of an interruption in or failure or inability by Landlord to provide water, natural gas or electrical utility services to the Premises (a “Service Failure”), unless such Service Failure is caused by any act or omission of Landlord or Landlord’s Agents, such Service Failure shall not, regardless of its duration, impose upon Landlord any liability whatsoever, constitute an eviction of Tenant, constructive or otherwise, entitle Tenant to an abatement of Rent (except as hereafter provided) or to terminate this Sublease Agreement or otherwise release Tenant from any of Tenant’s obligations under this Sublease Agreement.

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SECTION 8
LANDLORD SERVICES/TENANT’S CONTRIBUTION

     8.1 Landlord Services. Landlord shall provide to Tenant the services set forth on Exhibit C hereto (the “Landlord Services”).

     8.2 Air-conditioning Services. Landlord shall maintain operation of the Building Central Plant to provide for HVAC when necessary for normal comfort in the Premises. The hours and temperatures (within a customary comfort range for the location with a Permitted Use of this nature) shall be subject to Tenant’s control through a building automation system serving the Premises. Tenant shall pay the Air-conditioning Charges to Landlord in accordance with Sections 3.2 and 3.3 hereof.

     8.3 Tenant’s Obligation to Reimburse. Tenant’s Contribution shall be paid to Landlord in accordance with Sections 3.2 and 3.3 for Landlord Services to be provided hereunder.

     8.4 Increase in Tenant’s Contribution. Effective at each of November 1, 2008, November 1, 2010, November 1, 2013, November 1, 2015 and November 1, 2018 (each a “Tenant Contribution Increase Date”) (provided that the Sublease Term is still subsisting at the relevant time)), Landlord shall be entitled, by notice in writing to Tenant, to increase Tenant’s Contribution if there is any increase in Landlord’s cost of providing services. Any increase in Tenant’s Contribution shall be payable from the date specified in Landlord’s notice but in each instance not earlier than the then applicable Tenant Contribution Increase Date. Such notice shall, save for manifest error and subject to Tenant’s audit right, be conclusive and binding on Tenant, both as to Tenant’s liability for such increase and the amount thereof.

     8.5 Audit Right. Landlord agrees to grant Tenant the right to review, inspect and contest Landlord’s books and records relating to any Landlord Service, the Air-conditioning Charges or any other charges or sums claimed by Landlord to be due and payable by Tenant hereunder, during regular operating hours and at Tenant’s sole expense; provided, however, that such right may not be exercised more than two times (2x) during any twelve-month period.

SECTION 9
PROPERTY TAXES

     9.1 Property tax imposed or levied by the relevant government authority on the Premises or on the Project (or any part thereof) and as may be apportioned by Landlord or attributable to the Premises shall be paid as follows:

          9.1.1 Landlord shall for the duration of the Sublease Term pay property tax levied on or attributable to the Premises but only to the extent that such payment by Landlord in respect of the Premises shall not exceed property tax calculated (i) on the basis of an annual value equivalent to the annual Rent payable under this Agreement (“Base Annual Value”) and (ii) at the property tax rate applicable on fast assessment of property tax. In the event that any additional property tax levied by the relevant authority on or apportioned by Landlord as attributable to the Premises is payable on account of (aa) the annual value assessed by the relevant government authority or apportioned by Landlord as attributable to the Premises

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(whether on first assessment by the relevant government authority or as increased from time to time whether retrospective or otherwise) which is in excess of the Base Annual Value and/or (bb) an increase in the property tax rate above the rate applicable on first assessment, such additional property tax shall be borne and paid by Tenant to Landlord on demand.

          9.1.2 In the event that the Premises are not separately assessed for property tax but the Project is assessed as a whole or in parts, then for the purpose of Clause 9.1.1 above, Landlord shall determine the apportionment of the annual value (as assessed by the relevant authority) and the property tax which would be attributable to the Premises. Such apportionment shall be based on the proportion which (i) the floor area of the Premises bears to (ii) the net lettable area of the whole or the relevant part of the Project. Landlord’s determination of the apportionment shall be accepted by Tenant as final and conclusive (save for manifest error) and Tenant’s right to audit.

          9.1.3 Tenant’s liability in respect of additional property tax referable to the Sublease Term, pursuant to the provisions of Clause 9.1 shall not be affected by the expiry or earlier determination of this Sublease Agreement.

          9.1.4 Objection to any assessment of annual value or imposition of additional property tax on the Premises during the Sublease Term may be made by Landlord in its discretion and by Tenant if Tenant deems fit and Landlord shall assist Tenant in making any objection to the relevant government authority as may be required.

SECTION 10
INSURANCE

     10.1 Tenant’s Insurance. Tenant shall maintain insurance complying with all of the following:

          10.1.1 Tenant shall procure, pay for and keep in full force and effect the following (or have the following procured, paid for and kept in full force and effect by Avago for the benefit of Tenant):

               (a) Broad-form, general commercial liability insurance (or the equivalent insurance as written for coverage in Singapore), including property damage, against liability for personal injury, bodily injury, death and damage to property occurring in or about, or resulting from an occurrence in or about, the Premises with combined single limit coverage of not less than the amount of Tenant’s Minimum Liability Insurance Coverage, which insurance shall contain, “fire legal” endorsement coverage and a “contractual liability” endorsement (if available for subleased premises occupied for the Permitted Use in the area in which the Premises is located) insuring Tenant’s performance of Tenant’s obligation to indemnify Landlord contained in Section 11.4, and with Landlord and such other parties as Landlord shall designate named as an additional insured parties;

               (b) Fire and property damage insurance against loss caused by fire, extended coverage perils including steam boiler insurance, sprinkler leakage, if applicable, vandalism, malicious mischief and such other additional perils as now are or hereafter may be

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included in a standard extended coverage endorsement from time to time in general use in Singapore; and

               (c) Worker’s compensation coverage sufficient to comply with all Laws; Employers liability insurance shall be provided in amounts not less than S$1,000,000.00 per accident for bodily injury by accident, S$1,000,000.00 policy limit by disease, and S$1,000,000.00 per employee for bodily injury by disease.

          10.1.2 The broad-form general commercial liability insurance (or the equivalent insurance as written for coverage in Singapore) that Tenant is required to carry under Section 10.1.1(a) shall name Landlord and such other parties in interest as Landlord designates as additional insureds. Additionally, all policies of insurance required to be carried by Tenant pursuant to this Section 10.1 shall (i) be primary insurance that provides that the insurer shall be liable for the full amount of the loss up to and including the total amount of liability stated in the declarations without the right of contribution from any other insurance coverage of Landlord, (ii) be in a form reasonably satisfactory to Landlord, (iii) be carried with insurance companies acceptable to Landlord, (iv) provide that such policy shall not be subject to cancellation, reduction of coverage or lapse except after at least thirty (30) days prior written notice to Landlord, (v) not have a “deductible” in excess of in Singapore dollars the equivalent of US$100,000 per occurrence, (vi) where permissible under Singapore law and if available and customary under Singaporean practice, contain a cross liability endorsement, and (vii) contain a “severability” clause.

          10.1.3 A certificate of insurance reflecting that the insurance required to be carried by Tenant pursuant to this Section 10.1 is in force, accompanied by an endorsement showing the required additional insureds satisfactory to Landlord in substance and form, shall be delivered to Landlord prior to the time Tenant or any of Tenant’s Agents enters the Premises and upon renewal of such policies, but not less than thirty (30) days prior to the expiration of the term of such coverage.

     10.2 Release and Waiver of Subrogation. The Parties release each other, and their respective Landlord’s Agents and Tenant’s Agents, from any liability for any property loss or damage that is caused by or results from any risk insured or which could be insured against under the types of insurance specified in Section 10.1 above; provided, however, the foregoing provisions shall not apply to the third party liability insurance described in Section 10.1 to the extent prohibited by Law. To the extent permitted under Law, each Party shall secure a written waiver of subrogation from its respective insurers under these respective policies.

     10.3 Landlord’s Insurance. Landlord shall maintain such insurance with respect to the Project as shall be deemed customary for the location of the Project for owners and landlords of industrial manufacturing facilities in Singapore. Notwithstanding the foregoing, for so long as Agilent Technologies Singapore Pte Ltd (or its affiliate) is the Landlord hereunder and it maintains the insurance coverage in place as of the Commencement Date, such coverage shall be deemed to satisfy the covenant set forth in the preceding sentence of this Section 10.3.

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SECTION 11
ADDITIONAL LANDLORD OBLIGATIONS AND LIMITATION ON LANDLORD’S LIABILITY AND INDEMNITY

     11.1 Landlord Obligations. In addition to Landlord’s covenants set forth elsewhere throughout this Agreement, Landlord also covenants as follows:

          11.1.1 Landlord shall timely comply with, at Landlord’s cost and expense, all of the terms of the Head Lease, and shall not intentionally undertake or intentionally fail to undertake any act which gives rise to the termination of the Head Lease or the termination of this Sublease Agreement.

          11.1.2 Notwithstanding any other provisions in this Sublease Agreement, subletting and administrative fees, if any (including any subletting fees or administrative fees levied or imposed retrospectively) imposed by HDB or other competent authority in respect of the subletting of the Premises by the Landlord to the Tenant pursuant to this Sublease Agreement shall be borne by the Landlord.

          11.1.3 Landlord undertakes to exercise its option to renew the Head Lease in accordance with the provisions of the Head Lease and to comply with all necessary terms and conditions of the Head Lease in connection with the exercise of the option for renewal.

          11.1.4 Landlord warrants and represents that it has complied with all Law in relation to the Project (including the Premises) and has obtained all necessary waivers, approvals, consents and permissions (collectively the “Consents”) required for the use, operations and processes carried out at the Project (including the Premises) as at the date hereof. The Landlord further undertakes to comply with all Law and to do all things required to obtain, renew or extend the Consents. Subject to Sections 10.2, 11.2 and 11.3 hereof, if the Landlord fails to obtain, renew or extend the Consents and any change to the use of the Project is required as a result so as to comply with any Law regarding land use ratio or quantum, such change shall not be effected on the Premises but on the parts of the Project other than the Premises at the sole cost and expense of the Landlord. Without limitation of the foregoing, Landlord also covenants that, if not already commenced, within thirty (30) days of the Commencement Date, it shall commence, and thereafter shall diligently pursue, the extension of any relevant Consent or the change of the legal designation of the Project, as the case may be, such that that the operation of the Project and Premises as operated as of the Commencement Date shall be in compliance with, and without the need for any further waiver from, the legal requirements imposed by any relevant authority (including the Urban Redevelopment Authority) with respect to the Project.

     11.2 Limitation on Landlord’s Liability. Notwithstanding anything to the contrary contained in this Sublease Agreement, Landlord shall not be liable to Tenant or any of Tenant’s Agents for any injury to Tenant or any of Tenant’s Agents, or damage to Tenant’s property, resulting from any cause, including without limitation any (i) any interruption or failure of any HVAC or other utility system or any Landlord Services by reason of necessary repair or maintenance of any installations or apparatus or damage thereto or destruction thereof or by reason of mechanical or other defect or breakdown or by reason of any circumstances beyond Landlord’s control; (ii) repairs or improvements to the Premises by Landlord or any services

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provided by Landlord to Tenant hereunder (iii) limitation, curtailment, rationing or restriction on the use of water or electricity, gas or any other form of energy or any services or utility serving the Premises or the Project; (iv) any act, omission, default, misconduct or negligence of any contractor appointed by Tenant or any other of Tenant’s Agents; (v) any damage, injury or loss arising out of the leakage or defect of the piping, wiring and sprinkler system in the Building and/or the structure of the Building; (vi) any damage, injury or loss caused by other tenants or persons in the Building; (vii) any damage, injury or loss arising from or in connection with the use of the Common Areas or the Building Parking Area; (viii) vandalism or forcible entry by unauthorized persons; (ix) penetration of water into or onto any portion of the Premises through roof leaks or otherwise. This Section 11.2 shall not limit Landlord’s obligations under Section 11.5 hereof, which obligations however remain subject to Section 11.3 hereof. In addition and notwithstanding any provision of this Agreement, in no event shall (a) Landlord be liable to Tenant or any of Tenant’s Agents under this Agreement for any consequential (including without limitation any injury to Tenant’s business or loss of income or profit therefrom), punitive or exemplary damages, or (b) Tenant be liable to Landlord or any of Landlord’s Agents under this Agreement for any consequential (including without limitation any injury to Landlord’s business or loss of income or profit therefrom), punitive or exemplary damages.

     11.3 Limitation on Tenant’s Recourse. Notwithstanding any other term or provision of this Sublease Agreement, the liability of Landlord for its obligations under this Sublease Agreement is limited to (a) Landlord’s equity interest in the Project up to a maximum in Singapore dollars equivalent to US$500,000, provided that, until such time as (x) Landlord has obtained the permanent (as such term is described below) extension of any relevant Consent with respect to the Project and the Premises as operated as of the Commencement Date such that the Project and the Premises shall be in compliance with, and without the need for any further waiver (other than as such may be required due to the expiration of any permanent waiver) from, the legal requirements imposed by the Urban Redevelopment Authority with respect to the Project, or (y) the legal zoning of the Project is changed such that that the operation of the Project and the Premises as operated as of the Commencement Date shall be in compliance with, and without the need for any further waiver from, the legal requirements imposed by the Urban Development Authority or any other governmental authority (including, without limitation, the HDB) with respect to the Project, the limitation of Landlord’s liability solely with respect to the foregoing shall be limited to a maximum amount in Singapore dollars equivalent to US$2,000,000, and (b) to no other assets of Landlord for satisfaction of any liability in respect of this Sublease Agreement, and no personal liability shall at any time be asserted or enforceable against any other assets of Landlord or against Landlord’s stockholders, directors, principals, representatives, trustees or partners on account of any of Landlord’s obligations or actions under this Sublease Agreement. For the purposes of the preceding sentence, the term “permanent” shall be deemed to include any Consent that is extended or granted for a period of no less than five (5) years from the Commencement Date. In addition, in the event of conveyance of Landlord’s interest in the Project or the Premises, then, subject to Section 15.2 hereof, from and after the date of such conveyance, Landlord shall be relieved of all liability with respect to Landlord’s obligations to be performed under this Sublease Agreement after the date of such conveyance.

     11.4 Indemnification of Landlord. To the fullest extent allowed by Law but subject to Section 10.2 and 11.2 hereof, Tenant shall indemnify, defend, protect and hold harmless

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Landlord and Landlord’s Agents from (i) all claims, demands, writs, summonses, actions, suits, proceedings, judgments, orders, decrees, damages, costs, losses and expenses of any nature whatsoever which Landlord may suffer or incur in connection with loss of life, personal injury and/or damage to property arising from or out of any occurrences in, upon or at the Premises or the use of the Premises or any part thereof by Tenant or by any of Tenant’s Agents (except to the extent caused by the willful misconduct or gross negligence of Landlord or Landlord’s Agents of which Landlord has notice and reasonable time to cure but which Landlord has failed to cure); (ii) all loss and damage to the Premises, the Building and to all property therein caused directly or indirectly by Tenant or Tenant’s Agents and in particular but without limiting the generality of the foregoing caused directly or indirectly by the use or misuse, waste or abuse of water, gas or electricity or faulty fittings or fixtures; (iii) the gross negligence or willful misconduct of Tenant or Tenant’s Agents, wherever the same may occur; or (iv) any breach of this Sublease Agreement by Tenant. The provisions of this Section 11.4 shall survive the expiration or sooner termination of this Sublease Agreement.

     11.5 Indemnification of Tenant. To the fullest extent allowed by Law but subject to Sections 10.2, 11.2 and 11.3 hereof, Landlord shall indemnify, defend, protect and hold harmless Tenant and Tenant’s Agents from all liability, penalties, losses, damages, costs, expenses, causes of action, claims and/or judgments arising by reason of any death, bodily injury, personal injury or property damage resulting from (i) the gross negligence or willful misconduct of Landlord or Landlord’s Agents, or (ii) any breach of this Sublease Agreement by Landlord. The provisions of this Section 11.5 shall survive the expiration or sooner termination of this Sublease Agreement.

     11.6 Indemnity of HDB. Landlord shall indemnify and keep HDB indemnified from and against all liabilities, claims and proceedings, costs and expenses whatsoever and howsoever arising out of or in connection with this Sublease Agreement.

     11.7 Abatement.

          11.7.1 Notwithstanding anything to the contrary, including without limitation Sections 3, 8, 11.2 and 11.3 hereof, in the event Landlord fails to deliver any of the Landlord Services or Air-conditioning Services to be provided hereunder, Tenant’s Contribution or Air-Conditioning Charges, as applicable, shall abate to the extent of and for the duration of such failure and Tenant shall have the right to take any reasonable action for the purpose of securing such Landlord Services or Air-conditioning services not being delivered and Landlord shall reimburse Tenant for any reasonable costs, expenses and fees incurred by Tenant in procuring such services within fifteen (15) business days of receipt of notice thereof from Tenant absent which Tenant shall have the right to offset such amounts from the next installments of Rent payable by Tenant hereunder until recompensed in full for such reasonable expenditures.

          11.7.2 Notwithstanding anything to the contrary, including without limitation Sections 6.2, 7, 11.2 and 11.3 hereof, in the event of an interruption in the provision of utility service to the Premises or the failure of Landlord to perform or cause to be performed its obligations set forth in the first sentence of Section 6.2 hereof, any Rent payable hereunder shall abate to the extent such failure impedes Tenant’s ability to use the Premises as it otherwise

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would be able in the ordinary course of this Sublease Agreement until such interruption or failure of service or performance is cured.

SECTION 12
DAMAGE TO PREMISES

     12.1 Untenantability. If the Premises or any part thereof shall at any time be damaged or destroyed by fire or any other cause which is beyond the control of Landlord so as to render the Premises unfit for occupation and use (except where such damage or destruction has been caused by, or the policy or policies of insurance in relation to the Premises shall have been vitiated or payment of the policy monies withheld in whole or in part in consequence of, some act or default of Tenant or Tenant’s Agents, the Rent reserved by this Sublease Agreement or a fair and just proportion thereof according to the nature and extent of the damage sustained shall be suspended until the Premises shall again be rendered fit for occupation and use, and any dispute concerning this clause shall be determined by a single arbitrator in accordance with the Arbitration Act, Chapter 10 of Singapore. All insurance proceeds available from the fire and property damage insurance carried by Landlord, if any, shall be paid to and become the property of Landlord.

     12.2 Landlord’s Right to Terminate. Landlord shall have the option to terminate this Sublease Agreement in the event any of the following occurs, which option may be exercised only by delivery to Tenant of a written notice of election to terminate within sixty (60) days after the date of such damage or such later date as is reasonably necessary under the circumstances:

          12.2.1 Either the Premises or Project is damaged by any peril either (i) not covered by any insurance carried by Landlord and the estimated cost to restore equals or exceeds One Hundred Thousand Dollars (S$250,000.00), or (ii) covered by valid and collectible insurance actually carried by Landlord and in force at the time of such damage or destruction and the estimated cost to restore equals or exceeds Two Hundred Fifty Thousand Dollars (S$500,000.00);

          12.2.2 Either the Premises or Project is damaged by any peril and (i) the amount of the insurance proceeds that will be received by Landlord for repair or restoration of the Premises will not be sufficient to pay for the cost of such repair or restoration, (ii) the Laws then in effect prevent Landlord from repairing or restoring the Premises to substantially the same condition in which the Premises were immediately prior to such damage, or (iii) the restoration of the Premises cannot be substantially completed within 180 days after the date of such damage; or

          12.2.3 Either the Premises or Project is damaged by any peril and, because of the Laws then in force, (i) may not be restored at reasonable cost to substantially the same condition in which it was prior to such damage, or (ii) may not be used for the same use being made thereof before such damage whether or not restored as required by this Section.

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SECTION 13
GOVERNMENT ACQUISITION

     If at least a material portion of the Building or the Premises shall at any time be acquired by any government authorities (including without limitation the Land Transport Authority) pursuant to and in accordance with any prevailing Law (including without limitation the Land Transport Authority of Singapore Act, Cap. 158A, the Rapid Transit System Act, Cap. 263A and the Street Works Act, Cap. 320A), Landlord shall give written notice to Tenant notifying Tenant of the acquisition and terminating this Sublease Agreement without being liable to Tenant for damages, losses and expenses and thereupon this Sublease Agreement shall terminate and Tenant shall (if still in occupation) vacate the Premises, provided always that Tenant shall pay to Landlord all such sums of money which it is obliged to pay under this Sublease Agreement in respect of or which have accrued for the period up to or before the termination date and Landlord shall return the Security Deposit Amount to Tenant (less such amounts as are to be lawfully deducted pursuant to the provisions of this Sublease Agreement) free of interest and thereafter, this Sublease Agreement shall absolutely cease and determine without affecting the rights of the Party against the other Party for any previous default by either Party arising out of or in connection with this Sublease Agreement. For the avoidance of doubt, nothing herein shall restrict the rights of Tenant (if any) to claim against the government or the relevant government authority for any compensation, damages, loss or expense in connection with its rights and interest as a tenant of the Premises. In the event of a partial taking of the Premises and this Sublease remains in effect, the Monthly Base Rent, Tenant’s Contribution and Air-conditioning Charges (and any other charges then-payable on a lettable square foot basis) shall be proportionately adjusted to reflect the reduced square footage of floor area of the remaining Premises.

SECTION 14
DEFAULT AND REMEDIES

     14.1 Events of Tenant’s Default. Tenant shall be in default of its obligations under this Sublease Agreement if any of the following evens occur (each, an “Event of Default”):

          14.1.1 Tenant shall have failed to pay any Rent when due and such failure is not cured within five (5) days after delivery of written notice from Landlord specifying such failure to pay;

          14.1.2 Tenant shall have failed to perform any term, covenant or condition of this Sublease Agreement except those requiring the payment of Monthly Base Rent or Additional Rent, and Tenant shall not cure such default within fifteen (15) days after delivery of written notice from Landlord specifying such failure to perform, or where such default is not capable of being cured within such 15-day period, Tenant shall have failed to commence such cure within such 15-day period and thereafter using best efforts, diligently bring such cure to completion;

          14.1.3 The appointment of a receiver, receiver and manager, or provisional liquidator in respect of Tenant of any of its property or assets;

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          14.1.4 Tenant shall have abandoned the Premises or left the Premises substantially; or

          14.1.5 The occurrence of the following: (i) inability of Tenant to pay its debts as and when they fall due; (ii) presentation of a winding up petition (except for the purpose of amalgamation or reconstruction when solvent) for the winding up of Tenant; (iii) issuance of a notice of meeting of members or shareholders for the passing of a resolution for winding up (except for the purpose of amalgamation or reconstruction when solvent) of Tenant; (iv) presentation of a petition for the judicial management of Tenant; and (v) making of a proposal by Tenant to its creditors for a composition in satisfaction of its debts or a scheme of arrangement of its affairs.

     14.2 Landlord’s Remedies. In the event of any Event of Default by Tenant, to the extent permitted by applicable Law, Landlord shall have the following remedies, in addition to all other rights and remedies provided by any Law or otherwise provided in this Agreement, to which Landlord may resort cumulatively, or in the alternative:

          14.2.1 Landlord may keep this Sublease Agreement in effect and enforce by an action at law or in equity all of its rights and remedies under this Sublease Agreement, including (i) the right to recover the Rent as it becomes due by appropriate legal action, (ii) the right to make payments required of Tenant or perform Tenant’s obligations and be reimbursed by Tenant for the cost thereof with interest at the Agreed Interest Rate from the date the sum is paid by Landlord until Landlord is reimbursed by Tenant, and (iii) the remedies of injunctive relief and specific performance to compel Tenant to perform its obligations under this Sublease Agreement. Notwithstanding anything contained in this Sublease Agreement, in the event of a breach of an obligation by Tenant which results in a condition which (i) poses an imminent danger to safety of persons or damage to property, then Landlord may without prior notice to Tenant enter the Premises and take any action that is necessary to cure such breach (but with notice provided as soon as commercially practicable thereafter) and be reimbursed by Tenant for the reasonable cost thereof with interest at the Agreed Interest Rate from the date the sum is paid by Landlord until Landlord is reimbursed by Tenant, or (ii) results in an unsightly condition visible from the exterior of the Premises, or a threat to insurance coverage, then if Tenant does not cure such breach within 10 days after delivery to it of written notice from Landlord identifying the breach, Landlord may cure the breach of Tenant and be reimbursed by Tenant for the cost thereof with interest at the Agreed Interest Rate.

          14.2.2 Landlord may enter the Premises for the purposes of reletting the Premises or any part thereof to third parties for Tenant’s account for any period, whether shorter or longer than the remaining Sublease Term. Tenant shall be liable immediately to Landlord for all commercially reasonable costs Landlord incurs in reletting the Premises or any part thereof, including without limitation brokers’ commissions and expenses of altering and preparing the Premises for reletting. Tenant shall pay to Landlord the Rent due under this Sublease Agreement on the date the Rent is due, less the rent and other sums Landlord received from any reletting. No act by Landlord allowed by this subparagraph shall terminate this Sublease Agreement unless Landlord notifies Tenant in writing that Landlord elects to terminate this Sublease Agreement. Notwithstanding any reletting without termination, Landlord may later elect to terminate this Sublease Agreement because of the default by Tenant.

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          14.2.3 Landlord may terminate this Sublease Agreement by giving Tenant: (a) written notice of termination, in which event this Sublease Agreement shall terminate on the date set forth for termination in such notice or (b) within thirty (30) days after Landlord’s notice to rectify such breach it shall be lawful for Landlord at any time thereafter to re-enter upon the Premises (even if Landlord had previously waived such right of re-entry) or any part thereof in the name of the whole and the tenancy shall hereby be terminated. Any termination under this Section 14.2.3 shall not relieve Tenant from its obligation to pay sums then due Landlord or from any claim against Tenant for damages or rent previously accrued or then accruing. In no event shall any one or more of the following actions by Landlord, in the absence of a written election by Landlord to terminate this Sublease Agreement, constitute a termination of this Sublease Agreement: (i) appointment of a receiver or keeper in order to protect Landlord’s interest hereunder; (ii) consent to any subletting of the Premises or assignment of this Sublease Agreement by Tenant, whether pursuant to the provisions hereof or otherwise; or (iii) any other action by Landlord or Landlord’s agents or employees intended to mitigate the adverse effects of any breach of this Sublease Agreement by Tenant, including without limitation any action taken to maintain and preserve the Premises or any action taken to relet the Premises or any portions thereof to the extent such actions do not affect a termination of Tenant’s right to possession of the Premises.

          14.2.4 In the event Tenant breaches this Sublease Agreement and abandons the Premises, this Sublease Agreement shall not terminate unless Landlord gives Tenant written notice of its election to so terminate this Sublease Agreement. No act by or on behalf of Landlord intended to mitigate the adverse effect of such breach, including those described by Section 14.2.3, shall constitute a termination of Tenant’s right to possession unless Landlord gives Tenant written notice of termination. Should Landlord not terminate this Sublease Agreement by giving Tenant written notice, Landlord may enforce all its rights and remedies under this Sublease Agreement, including the right to recover the rent as it becomes due under the Sublease Agreement.

          14.2.5 In the event Landlord terminates this Sublease Agreement, to the extent permitted under applicable Law, Landlord shall at its election be entitled, in addition to any other rights and remedies available to Landlord in law or equity, to damages; provided, however, Landlord shall take commercially reasonable measures to mitigate its loss. For purposes of computing damages, an interest rate equal to the Agreed Interest Rate shall be used where permitted. To the extent permitted under applicable Law, such damages shall include:

                         (a) The worth at the time of award of the amount by which the unpaid rent for the balance of the term after the time of award exceeds the prevailing market rate (as such phrase is used in Section 2.2 hereof) of the Premises, computed by discounting such amount at the Agreed Interest Rate; and

                         (b) Such other amounts necessary to compensate Landlord for all costs directly incurred by Landlord caused by Tenant’s failure to perform Tenant’s obligations under this Sublease Agreement, including the following: (i) expenses for cleaning, repairing or restoring the Premises; (ii) broker’s fees, advertising costs and other expenses of reletting the Premises; (iii) expenses in retaking possession of the Premises; and (iv) reasonable attorneys’

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fees and court costs incurred by Landlord in retaking possession of the Premises and in reletting the Premises or otherwise incurred as a result of Tenant’s default.

                         (c) Nothing in this Section 14.2 shall limit Landlord’s right to indemnification from Tenant as provided in Section 11.4. Any notice given by Landlord in order to satisfy the requirements of Section 14.1.1 or Section 14.1.2 above shall also satisfy the notice requirements of any Law regarding eviction or unlawful detainer proceedings, provided that such notice is prepared and served upon Tenant in accordance with all applicable requirements of such Law.

     14.3 Limitation on Exercise of Rights. At any time that an Event of Default by Tenant has occurred and remains uncured, (i) it shall not be unreasonable for Landlord to deny or withhold any consent or approval requested of it by Tenant which Landlord would otherwise be obligated to give (unless, by means of the act for which consent is being requested, such Event of Default would be cured upon the granting of such consent); and (ii) Tenant may not exercise any right to terminate this Sublease Agreement or other right granted to it by this Sublease Agreement which would otherwise be available to it.

     14.4 Waiver. Knowledge or acquiescence by either Party of any breach by the other Party of any of the covenants, conditions or obligations herein contained shall not operate or be deemed to operate as a waiver of such covenants, conditions or obligations and any consent or waiver of the innocent Party shall only be effective if given in writing. No consent or waiver expressed or implied by either Party to or of any breach of any covenant, condition or obligation of the other Party shall be construed as a consent or waiver to or of any other breach of the same or any other covenant, condition or obligation and shall not prejudice in any way the rights, powers and remedies of the innocent Party herein contained. Any acceptance by Landlord of Rent reserved by this Sublease Agreement or any other sum payable under this Sublease Agreement shall not be deemed to operate as a waiver by Landlord of any right to proceed against Tenant in respect of a breach by Tenant of any of Tenant’s obligations hereunder.

SECTION 15
ASSIGNMENT AND SUBLETTING

     15.1 By Tenant. The following provisions shall apply to any direct or indirect assignment, subletting or other transfer by Tenant or any subtenant or assignee or other successor in interest of the original Tenant (collectively referred to in this Section as “Tenant”):

          15.1.1 Tenant shall not do any of the following (collectively referred to herein as a “Transfer”), whether voluntarily, involuntarily, or by operation of laws, without the prior written consent of Landlord, which consent may be withheld by Landlord in its sole and absolute discretion: (i) sublet all or any part of the Premises or allow it to be sublet, occupied or used by any person or entity other than Tenant; (ii) assign its interest in this Sublease Agreement; (iii) transfer any right appurtenant to this Sublease Agreement or the Premises; (iv) encumber the Sublease Agreement (or otherwise use the Sublease Agreement as a security device) in any manner; or (v) terminate or materially amend or modify an assignment, sublease or other transfer that has been previously approved by Landlord; provided, however, that Tenant may, without the prior written consent of Landlord but subject to the approval of HDB, assign this Sublease

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Agreement to one or more direct or indirect subsidiaries of Avago. Notwithstanding the foregoing, this Sublease Agreement may be assigned by Tenant to any person, entity or organization that acquires all or substantially all of the assets of Avago, subject to the prior written consent of Landlord, which may not be unreasonably withheld and subject to the approval of HDB. For the avoidance of any doubt, the merger of Tenant with any other entity or the transfer of any controlling or managing ownership or beneficial interest in Tenant (as a consequence of a single transaction or a number of multiple transactions) has, if required, been approved by HDB shall not constitute a Transfer hereunder, provided that written notice of such transaction(s) is provided to Landlord no later than thirty (30) days prior to consummation of such transaction(s). Tenant shall reimburse Landlord for all reasonable costs and attorneys’ fees incurred by Landlord in connection with the processing and/or documentation of any requested Transfer whether or not Landlord’s consent is granted. Any Transfer so approved by Landlord shall not be effective until Tenant has paid all such costs and attorneys’ fees to Landlord and delivered to Landlord an executed counterpart of the document evidencing the Transfer that (a) is in form approved by Landlord, (b) contains the same terms and conditions as stated in Tenant’s notice given to Landlord pursuant to Section 15.12 below, and (c) contains the agreement of the proposed Transferee to assume all obligations of Tenant related to the Transfer arising after the effective date of such Transfer. Any attempted Transfer without Landlord’s consent shall constitute a default by Tenant and shall be avoidable at Landlord’s option. Landlord’s consent to any one Transfer shall not constitute a waiver of the provisions of Section 15.1 as to any subsequent Transfer nor a consent to any subsequent Transfer. No Transfer, even with the consent of Landlord, shall relieve Tenant of its personal and primary obligation to pay the rent and to perform all of the other obligations to be performed by Tenant hereunder. The acceptance of rent by Landlord from any person shall not be deemed to be a waiver by Landlord of any provision of this Sublease Agreement nor to be a consent to any Transfer.

          15.1.2 Tenant shall give Landlord at least thirty (30) days prior written notice of any desired Transfer and, upon the reasonable request of Landlord, the proposed terms of such Transfer (it being understood that historical financial information regarding the proposed transferee will be deemed reasonable). Landlord shall respond in writing to Tenant’s request for Landlord’s consent to a Transfer within the later of (x) thirty (30) days of receipt of such request together with the required accompanying documentation or (y) twenty (20) days after Landlord’s receipt of all information which Landlord reasonably requests within ten (10) days after it receives Tenant’s first notice regarding the Transfer in question. If Landlord fails to respond in writing within said period, Landlord will be deemed to have consented to such Transfer. Tenant shall immediately notify Landlord of any modification to the proposed terms of such Transfer.

     15.2 By Landlord. Landlord and its successors in interest shall have the right to transfer their interest in the Premises or the Building at any time and to any person or entity, provided (i) such person or entity agrees to assume and perform all obligations of Landlord hereunder, and (ii) Landlord obtains all consents required by applicable Law in connection therewith and complies with the terms thereof. In the event of any such transfer, Landlord originally named herein (and in the case of any subsequent transfer, the transferor) from the date of such transfer, (i) shall be automatically relieved, without any further act by any person or entity, of all liability for the performance of the obligations of Landlord hereunder which may accrue after the date of such transfer and (ii) shall be relieved of all liability for the performance of the obligations of Landlord hereunder which have accrued before the date of transfer. After

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the date of any such transfer, the term “Landlord” as used herein shall mean the transferee of such interest in the Premises. Notwithstanding the foregoing, in the event that Landlord desires to assign, sell, encumber or otherwise transfer or alienate any of its right, title and interest in and to the Head Lease, the Project, the Building or any portion thereof, Landlord shall require any such assignee, purchaser or transferee (the “Transferee”) of Landlord’s interest therein to execute (together with Landlord and the Tenant) a novation deed/agreement in form and substance reasonably acceptable to Tenant pursuant to which (a) the Transferee shall assume Landlord’s obligations and rights under this agreement, and (b) Landlord and any such Transferee, at their sole cost and expense, shall obtain any consents and approvals required by applicable Law (including, without limitation, the HDB), and shall comply with any and all conditions of the applicable authorities, as required by applicable Law to any such transfer or conveyance.

SECTION 16
WASTE DISPOSAL AND HAZARDOUS SUBSTANCES

     The provisions of this Section 16 are in addition to, and in no way limit or restrict, Tenant’s obligations and Landlord’s rights as set forth elsewhere in this Sublease Agreement.

     16.1 Compliance with Environmental Law; Cooperation; Sharing of Costs.

          16.1.1 Tenant, at its sole cost, shall comply with all Environmental Laws applicable to Tenant’s occupancy, use, or activities at the Premises.

          16.1.2 Tenant shall use reasonable efforts to cooperate with Landlord in Landlord’s efforts to comply with Environmental Laws. Unless otherwise explicitly set forth in this Sublease Agreement, Tenant, at its sole cost, shall be responsible for obtaining and maintaining all permits necessary for Tenant’s occupancy, use, or activities on or about the Premises.

     16.2 Notifications. Tenant shall promptly provide Landlord with non-confidential information reasonably requested by Landlord concerning environmental matters at the Premises or the Project and shall give Landlord written notice of: (i) any investigation, inspection, enforcement, remediation, or other regulatory action or order taken, issued or threatened in connection with its occupancy, use or activities on or about the Premises or the Project; (ii) any claims made or threatened by any third Party against either of them, or any report, notice or complaint filed or threatened to be filed with any government agency, in connection with their occupancy, use or activities on or about the Premises or the Project pursuant to any Environmental Law; and (iii) all incidents or matters with respect to the Premises or the Project as to which they are required to give notice to any governmental or quasi governmental entity pursuant to any Environmental Law.

     16.3 Remediation.

          16.3.1 Environmental Condition. In the event an Environmental Condition exists or occurs on or about the Premises, Tenant (or Tenant’s contractor) shall promptly undertake and diligently complete, at Tenant’s sole cost, and in compliance with this Sublease Agreement and Environmental Laws, all investigative, corrective, and remedial measures required under Environmental Laws. Such measures shall include without limitation removal and proper

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disposal of the Hazardous Substance and restoration of all land, improvements and other affected areas whether on or off the Premises or the Project.

          16.3.2 Preexisting Hazardous Substances. Notwithstanding anything to the contrary in this Sublease Agreement, Tenant shall not be liable for, and Landlord waives, releases, discharges, indemnifies, protects and holds harmless Tenant from and against: (i) any obligation to clean up, remediate or remove any Preexisting Hazardous Substances; (ii) all third party claims arising out of or related to the Preexisting Hazardous Substances, including any losses, costs, damages, expenses (including attorneys’ fees) or other liabilities incurred by Tenant in responding to such third party claims; and (iii) any fines, penalties, sanctions, costs, reasonable attorneys’ fees, expenses, damages, or charges imposed for any violations of any Environmental Laws arising out of, or attributable to Preexisting Hazardous Substances, except to the extent that any Preexisting Hazardous Substances are exacerbated by the activities of Tenant or any of Tenant’s Agents. Preexisting Hazardous Substances shall not be exacerbated by the activities of Tenant or any of Tenant’s Agents solely because Tenant or Tenant’s Agents are aware that Preexisting Hazardous Substances exist or are migrating passively in, over, on, under, through, from, or about the Premises or Property.

     16.4 Condition on Expiration or Termination. Prior to the expiration or termination of the Sublease Agreement in accordance with this subsection, Tenant shall remove and properly dispose of any Hazardous Substances that have come to be located on or about the Premises as a result of Tenant’s occupancy, use and activities on or about the Premises or the Project, and Tenant shall restore the Premises and other affected areas to the same or better condition, character and quality as before Tenant’s occupancy, ordinary wear and tear excepted. At least one month before expiration of the Sublease Term, Tenant at its sole cost shall retain a duly licensed environmental consultant acceptable to Landlord to perform a Phase I environmental assessment (which shall, at a minimum, comply with ASTM No. E 1527-97 or such other standards and contain such information as Landlord may require) of the Premises. Based on that assessment, Tenant shall formulate a plan for any further testing and for the removal and proper disposal of any Hazardous Substances on or about the Premises that have come to be located on or about the Premises or the Project as a result of Tenant’s occupancy, use or activities, and for the restoration of all land, improvements and other affected areas in the same or better condition, character and quality as before Tenant’s occupancy, ordinary wear and tear excepted. The plan shall be accompanied by a schedule for completing the activities described in the plan before the end of the Sublease Term. Tenant shall submit the plan to Landlord at least three months before expiration of the Sublease Term and, upon approval by Landlord, Tenant, at its sole cost, shall implement the approved plan. The completion of the plan shall be confirmed in writing by Tenant’s environmental consultant. If Tenant fails to do any of the above, Landlord shall have the right (but not the obligation) to do so, in accordance with Section 16.5. Tenant shall take all steps necessary to terminate, close or transfer all environmental Permits held in Tenant’s name in accordance with all Environmental Laws, and shall provide Landlord with satisfactory written evidence that each such termination, closure or transfer has been completed.

     16.5 Landlord’s Rights. If Tenant fails to comply with any provision of this Section 16 or elsewhere in this Sublease Agreement, Landlord shall have the right (but not the obligation) to effect such compliance, in its sole discretion and without limiting any other remedy which may be available to Landlord under this Sublease Agreement, at law or in equity. The cost thereof

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shall be paid by Tenant to Landlord, within thirty (30) days after delivery of Landlord’s invoice, for any amount reasonably incurred or expended by Landlord in connection with such performance (including fees and costs incurred for the services of attorneys, consultants, and experts).

     16.6 No Shift of Liability. Landlord’s exercise or failure to exercise the rights granted in this Section 16 shall not in any way shift responsibility for Hazardous Substances or compliance with Environmental Laws from Tenant to Landlord, nor impose any liability on Landlord.

     16.7 Survival. The obligations of Tenant and Landlord under this Section 16 shall survive expiration or earlier termination of this Sublease Agreement and any conveyance by Landlord of its interest in the Premises, and shall continue in full force and effect.

     16.8 Commingled Waste Stream. Notwithstanding anything to the contrary in this Section 16 or elsewhere in this Sublease, Landlord hereby agrees that Tenant shall continue to have the right throughout the Sublease Term, as extended, to continue discharging trade effluent through the Building final inspection chamber as being conducted in and from the Premises prior to the Commencement Date.

SECTION 17
GENERAL PROVISIONS

     17.1 Landlord’s Right of Inspection and Entry. Tenant shall permit Landlord and Landlord’s Agents at all reasonable times as reasonably agreed to between the Parties to enter into, inspect and view the Premises and examine their condition. If any breach of covenant, defects, disrepair or unauthorized Improvements shall be found upon such inspection for which Tenant is liable then upon notice by Landlord to Tenant, to execute all repairs, works, replacements or removals required within one (1) month (or such other reasonable period as required by Landlord having regard to the extent of repairs, works, replacements or removals that are required) after the receipt of such notice, to the reasonable satisfaction of Landlord or its surveyor. In case of default by Tenant, it shall be lawful for workmen or agents of Landlord to enter into the Premises and execute such repairs, works, replacements or removals. Tenant shall pay to Landlord on demand all reasonable expenses so incurred with interest at the Agreed Interest Rate from the date of expenditure until the date they are paid by Tenant to Landlord (such expenses and Interest to be recoverable as if they were rent in arrears).

     17.2 Landlord’s Right of Repair. Tenant shall permit Landlord and Landlord’s Agents at all reasonable times as reasonably agreed to between the Parties during and after normal office hours on weekdays and Saturdays, after giving to Tenant prior written notice (but at anytime in any case which Landlord considers an emergency) to enter upon the Premises (i) to inspect, cleanse, repair, remove, replace, alter or execute any works whatsoever to or in connection with all utility and other building systems serving the Premises; (ii) to effect or carry out any maintenance, repairs, alterations or additions or other works which Landlord may consider necessary or desirable to any part of the Building or the water, electrical, air-conditioning, mechanical, ventilation and other facilities and services of the Building; (iii) for the purpose of exercising any of the powers and authorities of Landlord under this Sublease Agreement; (iv) to

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comply with an obligation of repair, maintenance or renewal affecting the Premises or the Building; (v) to construct, alter, maintain, repair or fix anything or additional thing serving the Building or the adjoining premises or property of Landlord, and running through or on Premises; or (vi) in connection with the development of the remainder of the Building or any adjoining or neighboring land or premises, including the right to build on or onto or in prolongation of any boundary wall of the Premises, in each case without payment of compensation for any nuisance, annoyance, inconvenience or damage caused to Tenant subject to Landlord (or other person so entering) exercising such right in a reasonable manner.

     17.3 HDB’s Right of Inspection. HDB, its employees and agents shall have the right at all reasonable times to enter the Premises with or without workmen, tools and appliances to examine the state and condition thereof and any breaches of covenants.

     17.4 Payments by Tenant. Without prejudice to any other provision of this Sublease Agreement, Tenant covenants to pay to Landlord promptly as and when due without demand, deduction, set-off, or counterclaim whatsoever all sums due and payable by Tenant to Landlord pursuant to the provisions of this Sublease Agreement, and covenants not to exercise or seek to exercise any right or claim to withhold rent or any right or claim to legal or equitable set-off.

     17.5 Surrender of the Premises. Upon the expiration or sooner termination of this Sublease Agreement, Tenant shall vacate and surrender the Premises to Landlord in the same condition, ordinary wear and tear and damage from casualty or compulsory acquisition excepted, as existed at the Commencement Date, except Tenant shall remove any or all of (i) its personal property, (ii) Trade Fixtures, and (iii) Improvements (only if such removal was required in writing by Landlord at the time Landlord gave its consent to such installation), and repair all damage to the Premises caused by such removal. If such removal and other surrender obligations are not completed before the expiration or termination of the Sublease Term, Landlord shall have the right (but no obligation) to perform such obligations, and Tenant shall pay Landlord on demand for all costs (including removal and storage) incurred by Landlord in connection therewith, plus interest on all such costs incurred at the Agreed Interest Rate. Landlord shall also have the right to retain or dispose of all or any portion of Tenant’s personal property or Trade Fixtures if Tenant does not pay all such costs and retrieve the property within fifteen (15) days after notice from Landlord (in which event title to all such property described in Landlord’s notice shall be transferred to and vest in Landlord). Tenant waives all claims, demands and causes of action against Landlord for any damage or loss to Tenant resulting from Landlord’s removal, storage, retention, or disposition of any such property. Upon expiration or termination of this Sublease Agreement or of Tenant’s possession, whichever is earliest, Tenant shall surrender all keys to the Premises or any other part of the Premises and shall deliver to Landlord all keys for or make known to Landlord the combination of locks on all safes, cabinets and vaults that may be located in the Premises. Tenant’s obligations under this Section shall survive the expiration or termination of this Sublease Agreement.

     17.6 Holding Over. If Tenant holds over the Premises or any part thereof after expiration of the Sublease Term, such holding over shall be considered to be at sufferance only, at a Monthly Rent equal to one hundred fifty percent (150%) of the Monthly Rent in effect immediately prior to such holding over and shall otherwise be on all the other terms and conditions of this Sublease Agreement. This paragraph shall not be construed as Landlord’s

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permission for Tenant to hold over. Acceptance of rent by Landlord following expiration or termination shall not constitute a renewal of this Sublease Agreement or extension of the Sublease Term except as specifically set forth above.

     17.7 Notices to Let. Within six (6) months next before the expiration or earlier determination of the Sublease Term, Tenant shall permit Landlord or its agents to fix upon the Premises notices for reletting the Premises, and permit all persons authorized by Landlord or its agents to view without interruption the Premises at reasonable hours in connection with any such reletting.

     17.8 Estoppel Certificates. At all times during the Sublease Term, Tenant agrees, within fifteen (15) days after any written request by Landlord, promptly to execute and deliver to Landlord an estoppel certificate, (i) certifying that this Sublease Agreement is unmodified and in full force and effect, or if modified, stating the nature of such modification and certifying that this Sublease Agreement, as so modified, is in full force and effect, (ii) stating the date to which the rent and other charges are paid in advance, if any, (iii) acknowledging that there are not, to Tenant’s knowledge, any uncured defaults on the part of Landlord hereunder, or if there are uncured defaults, stating the nature of such uncured defaults, and (iv) certifying such other information about the Sublease Agreement as may be reasonably required by Landlord.

     17.9 Force Majeure. Any prevention, delay, or stoppage due to strikes, lockouts, inclement weather, labor disputes, inability to obtain labor, materials, fuels or reasonable substitutes therefor, governmental restrictions, regulations, controls, action or inaction, civil commotion, fire or other acts of God, and other causes beyond the reasonable control of either Party to perform shall excuse the performance by such Party, for a period equal to the period of any said prevention, delay, or stoppage, of any obligation hereunder.

     17.10 Notices . Any notice required or desired to be given regarding this Sublease Agreement shall be in writing and shall be personally served, or in lieu of personal service may be given by registered post or by nationally recognized overnight courier at the addresses for the Parties set forth in the “Sublease Summary” to this Sublease Agreement (or such other addresses as may be specified by a Party hereto giving notice of same to the other Party in accordance with this Section). Personally served notices shall be deemed to have been given when received by the Party, if served by prepaid registered post, such notice shall be deemed to have been given (i) on the seventh business day after such post, certified and postage prepaid, addressed to the Party to be served at the address set forth in the preceding sentence was posted, and (ii) in all other cases when actually received.

     17.11 Miscellaneous. Time is of the essence with respect to the performance of every provision of this Sublease Agreement in which time of performance is a factor. This Sublease Agreement shall, subject to Section 15 hereof, apply to and bind the respective heirs, successors, executors, administrators and assigns of Landlord and Tenant. Nothing in this Sublease Agreement is intended to confer personal liability upon the officers or shareholders of Tenant or Landlord. When a Party is required to do something by this Sublease Agreement, it shall do so at its sole cost and expense without right of reimbursement from the other Party unless specific provision is made therefor. All measurements of net lettable area shall be made from the outside faces of exterior walls and the centerline of joint partitions. Landlord makes no covenant or

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warranty as to the exact square footage of any area. Where a Party is obligated not to perform any act, such Party is also obligated to restrain any others within its control from performing said act, including agents, invitees, contractors, subcontractors and employees. Neither Party shall not become or be deemed a partner nor a joint venturer with the other Party by reason of the provisions of this Sublease Agreement. Any and all registration fees and out-of-pocket expenses in relation to this Sublease Agreement shall be borne equally by Tenant and Landlord.

     17.12 Legal Fees. Landlord and Tenant shall each bear their respective legal costs and expenses incurred in connection with the preparation and execution of this Sublease Agreement.

     17.13 Consents and Approvals. Wherever the consent or approval of HDB (or any relevant authority) is required for any matter, under this Sublease Agreement, and it is not specifically provided in this Agreement or the Head Lease that Tenant shall seek the prior consent or approval of HDB (or such relevant authority), Landlord shall obtain the necessary consent or approval of HDB (or such relevant authority) at its own cost and expense and shall keep Tenant promptly informed of its application for consent or approval of HDB and the outcome of such application.

     17.14 Termination by Exercise of Right. If this Sublease Agreement is terminated pursuant to its terms by the proper exercise of a right to terminate specifically granted to Landlord or Tenant by this Sublease Agreement, then this Sublease Agreement shall terminate thirty (30) days after the date the right to terminate is properly exercised (unless another date is specified in that part of the Sublease Agreement creating the right, in which event the date so specified for termination shall prevail), the rent and all other charges due hereunder shall be prorated as of the date of termination, and neither Landlord nor Tenant shall have any further rights or obligations under this Sublease Agreement except for those that have accrued prior to the date of termination or those obligations which this Sublease Agreement specifically provides are to survive termination. This Section 17.14 does not apply to a termination of this Sublease Agreement by Landlord as a result of a default by Tenant.

     17.15 Governing Law. This Sublease Agreement shall be construed and enforced in accordance with the laws of Singapore. In relation to any legal action or proceeding arising out of or in connection with this Sublease Agreement (“Proceedings”), the Parties hereby irrevocably submit to the non-exclusive jurisdiction of the courts of Singapore and waive any objection to Proceedings in any such court on the grounds of venue or on the grounds that the Proceedings have been brought in an inconvenient forum. Such submission shall not affect the right of any Party to take Proceedings in any other jurisdiction nor shall the taking of Proceedings in any jurisdiction preclude any Party from taking Proceedings in any other jurisdiction.

     17.16 Contracts (Rights of Third Parties Act (Cap. 53B). HDB shall be entitled to enforce its rights under Section 17.2. Save as aforesaid, a person who is not a Party to this Sublease Agreement has no right under the Contracts (Rights of Third Parties) Act (Cap. 53B) to enforce or enjoy the benefit of any term of this Sublease Agreement.

     17.17 Entire Agreement. This Sublease Agreement, together with the APA and the LATA, constitutes the entire agreement between the Parties with respect to the subject matter hereof. Each Party acknowledges that, except as provided in the APA and the LATA, there are

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no binding agreements or representations between the Parties except as expressed or described herein or therein. No subsequent change or addition to this Sublease Agreement shall be binding unless in writing and signed by the Parties hereto.

     17.18 Landlord’s Representations and Warranties.

          17.18.1 Landlord hereby represents and warrants to Tenant as follows: (i) Landlord is a corporation duly organized and validly existing under the laws of Singapore and has full power and authority to own and let the Premises; (ii) Landlord has full corporate power and authority to execute and deliver this Sublease Agreement; (iii) the execution, delivery and performance by Landlord of this Sublease Agreement have been duly authorized by all corporate actions on the part of Landlord that are necessary to authorize the execution, delivery and performance by Landlord of this Sublease Agreement; and (iv) this Sublease Agreement has been duly executed and delivered by Landlord and, assuming due and valid authorization, execution and delivery hereof by Tenant, is a valid and binding obligation of Landlord, enforceable against Landlord in accordance with its terms except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws of general application affecting enforcement of creditors’ rights generally.

          17.18.2 EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS SUBLEASE AGREEMENT, THE LATA, OR THE APA, NEITHER LANDLORD NOR ANY OTHER PERSON OR ENTITY ACTING ON BEHALF OF LANDLORD, MAKES ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED. TO THE EXTENT ANY REPRESENTATION OR WARRANTIES HEREIN ARE INCONSISTENT WITH ANY REPRESENTATIONS OR WARRANTIES IN THE APA, THE APPLICABLE REPRESENTATIONS OR WARRANTIES IN THE APA SHALL CONTROL.

     17.19 Tenant’s Representations and Warranties.

          17.19.1 Tenant hereby represents and warrants to Landlord as follows: (i) Tenant is a corporation duly organized and validly existing under the laws of Singapore and has full power and authority to carry on its business as heretofore conducted; (ii) Tenant has full corporate power and authority to execute and deliver this Sublease Agreement; (iii) the execution, delivery and performance by Tenant of this Sublease Agreement have been duly authorized by all corporate actions on the part of Tenant that are necessary to authorize the execution, delivery and performance by Tenant of this Sublease Agreement; and (iv) this Sublease Agreement has been duly executed and delivered by Tenant and, assuming due and valid authorization, execution and delivery hereof by Landlord, is a valid and binding obligation of Tenant, enforceable against Tenant in accordance with its terms except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws of general application affecting enforcement of creditors’ rights generally.

          17.19.2 EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS SUBLEASE AGREEMENT, THE LATA, OR THE APA, NEITHER TENANT NOR ANY OTHER PERSON OR ENTITY ACTING ON BEHALF OF TENANT, MAKES ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, TO THE EXTENT ANY REPRESENTATION OR WARRANTIES HEREIN ARE INCONSISTENT

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WITH ANY REPRESENTATIONS OR WARRANTIES IN THE APA, THE APPLICABLE REPRESENTATIONS OR WARRANTIES IN THE APA SHALL CONTROL.

     17.20 Certain Taxes. If any stamp tax, goods and services tax, value added tax or any other like tax (collectively, “Tax”) is payable as a consequence of any supply made or deemed to be made or other matter or thing done under or in connection with this Sublease Agreement by any Party, it is the intent of the Parties that such Tax be borne equally by the Parties. In such event, the Party responsible under applicable law for the remittance of such Tax (the “Tax Payor”) shall timely remit to the relevant authority the full Tax amount then-owning. Upon presentation to the other Party (the “Tax Non-Payor”) of evidence of such Tax assessment and the corresponding remittance by the Tax Payor, the Tax Non-Payor shall promptly reimburse the Tax Payor for fifty percent (50%) of such Tax amount (but exclusive of any fine, penalty or interest paid or payable in connection therewith due to a default of the Tax Payor). The Parties agree to cooperate with each other in the provision of any information or preparation of any documentation that may be necessary or useful for obtaining any available mitigation, reduction, refund or exemption from Tax. The Tax Payor further covenants and agrees to use its reasonable efforts to obtain any available mitigation, reduction, refund or exemption from Tax and, upon receipt or recovery of any portion of the aforementioned Tax remittance, shall promptly pay to the Tax Non-Payor of fifty percent (50%) of such recovered amount. For the avoidance of doubt, the Parties agree that any sum payable or amount to be used in the calculation of a sum payable expressed elsewhere in this Agreement has been determined without regard to and does not include amounts to be added on under this clause on account of Tax.

     17.21 Conditional Execution. Notwithstanding the execution of this Sublease Agreement by Landlord and Tenant, the Parties agree that the effectiveness of this Agreement is conditional upon the occurrence of the Closing pursuant to the LATA. Upon satisfaction of the foregoing condition, this Sublease Agreement shall become operative. Prior to the Closing, Tenant shall have no obligations hereunder and the APA shall control the rights and obligations of the Parties with respect to the Premises.

     17.22 Rules of Interpretation.

          17.22.1 Whenever the words “include”, “includes” or “including” are used in this Sublease Agreement they shall be deemed to be followed by the words “without limitation.”

          17.22.2 The words “hereof’, “hereto”, herein” and “herewith” and words of similar import shall, unless otherwise stated, be construed to refer to this Sublease Agreement as a whole and not to any particular provision of this Sublease Agreement, and article, section, paragraph and exhibit references are to the articles, sections, paragraphs and exhibits of this Sublease Agreement unless otherwise specified.

          17.22.3 The meaning assigned to each term defined herein shall be equally applicable to both the singular and the plural forms of such term, and words denoting any gender shall include all genders. Where a word or phrase is defined herein, each of its other grammatical forms shall have a corresponding meaning.

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          17.22.4 A reference to any Party to this Sublease Agreement or any other agreement or document shall include such Party’s successors and permitted assigns.

          17.22.5 A reference to any legislation or to any provision of any legislation shall include any amendment to, and any modification or re-enactment thereof, any legislative provision substituted therefor and all regulations and statutory instruments issued thereunder or pursuant thereto.

          17.22.6 The Parties have participated jointly in the negotiation and drafting of this Sublease Agreement. In the event an ambiguity or question of intent or interpretation arises, this Sublease Agreement shall be construed as if drafted jointly by the Parties, and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provisions of this Sublease Agreement.

          17.22.7 Headings are for convenience only and do not affect the interpretation of the provisions of this Sublease Agreement.

          17.22.8 Any Exhibits attached hereto are incorporated herein by reference and shall be considered as part of this Sublease Agreement.

          17.22.9 The language in all parts of this Sublease Agreement shall in all cases be construed as a whole according to its fair meaning, and not strictly for or against either Landlord or Tenant.

          17.22.10 If any term, condition, stipulation, provision, covenant or undertaking of this Sublease Agreement is or may become under any written Law, or is found by any court or administrative body of competent jurisdiction to be, illegal, void, invalid, prohibited or unenforceable then: (i) such term, condition, stipulation, provision, covenant or undertaking shall be ineffective to the extent of such illegality, voidness, invalidity, prohibition or unenforceability; (ii) the remaining terms, conditions, stipulations, provisions, covenants or undertaking of this Sublease Agreement shall remain in full force and effect; and (iii) the Parties shall use their respective best endeavors to negotiate and agree a substitute term, condition, stipulation, provision, covenant or undertaking which is valid and enforceable and achieves to the greatest extent possible the economic, legal and commercial objectives of such illegal, void, invalid, prohibited or unenforceable term, condition, stipulation, provision, covenant or undertaking.

     17.23 Quiet Enjoyment. Landlord shall ensure that Tenant has the right to quietly enjoy the Premises and the rights granted under this Agreement, without hindrance, molestation or interruption during the Sublease Term, subject to the terms and conditions of this Sublease Agreement.

     17.24 Landlord Insolvency. In the event that Landlord becomes insolvent or is being wound-up or under receivership, it is the intention of the Parties that the receiver or the liquidator shall manage Landlord’s property subject to this Agreement.

     17.25 Counterparts. The parties may execute this Agreement in multiple counterparts, each of which constitutes an original as against the party that signed it, and all of which together

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constitute one agreement. This Agreement is effective upon delivery of one executed counterpart from each party to the other party. The signatures of all parties need not appear on the same counterpart. The delivery of signed counterparts by facsimile or email transmission which includes a copy of the sending party’s signature(s) is as effective as signing and delivering the counterpart in person.

[Signature page follows]

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     IN WITNESS WHEREOF, Landlord and Tenant have executed this Sublease Agreement with the intent to be legally bound thereby, to be effective as of the Effective Date.

“Landlord”		“Tenant”
AGILENT TEOLOGIES SINGAPORE PTE LTD, a Singapore company		AVAGO TECHNOLOGIES MANUFACTURING (SINGAPORE) PTE. LTD., a company organized under the laws of Singapore
By:	/s/ Gooi Soon Chai	By:	/s/ Kenneth Y. Hao
Name:	GOOI SOON CHAI	Name:	Kenneth Y. Hao
Title:	PRESIDENT OF AGILENT	Title:	Director
	MALAYSIA & SINGAPORE

SIGNATURE PAGE — SUBLEASE AGREEMENT (YISHUN, SINGAPORE)

EX-10.10

Exhibit 10.10

Lease Agreement (Building 90)

by and between

Agilent Technologies, Inc.,

a Delaware corporation (“Landlord”)

and

Avago Technologies U.S. Inc.

a Delaware corporation (“Tenant”)

LEASE SUMMARY

Lease Date:	12/1/05
Landlord:	Agilent Technologies, Inc., a Delaware corporation
Tenant:	Avago Technologies U.S. Inc., a Delaware corporation
Contact (Landlord):	MacMunnis, Inc Attn Agilent Technologies Inc. 1840 Oak Street Ste #300 Evanston, IL 60201
Contact (Tenant):
Premises:	Those certain premises deemed to contain approximately (a) 42,861 rentable square feet of space in the basement, (b) 64,497 rentable square feet of space on the first floor and (c) 76,059 rentable square feet of space on the second floor, consisting of a portion of the building commonly known as Building 90 and located at 350/370 W. Trimble Road, San Jose, California, as more particularly described on Exhibit A.
Project:	That certain real estate project of which the Premises are a part, as more particularly described on Exhibit A.
Lease Term (Section 1.13):	The period of time commencing on the Commencement Date (as defined in the Lease) and ending at midnight on the Expiration Date (as defined in the Lease), unless sooner terminated as provided in the Lease.
Monthly Base Rent:	The monthly base rent payable by Tenant pursuant to Section 3.1 of the Lease.
Permitted Use:	General office use, and for development, design and distribution of semi-conductor products and materials, in accordance with applicable Laws and Private Restrictions; and no other use.
Tenant’s Share:	40.48% for the Project
Address for Notices:	To Landlord
(Section 16.8)	Agilent Technologies, Inc
	10 North Martingale Rd., Suite 550,
	Schaumberg, Illinois
	Attn: Real Estate Department
	To Tenant
	At the Premises
	Attn:

     The provisions of the Lease identified above in parentheses are those provisions making reference to the above-described Lease terms. In the event of any conflict between this Lease Summary and the Lease, the Lease shall control.

LANDLORD:	TENANT:
AGILENT TECHNOLOGIES, INC., a	AVAGO TECHNOLOGIES U.S. INC., a
Delaware corporation	Delaware corporation
By:	By:
Printed	Printed
Name:	Name:
Title:	Title:

Table of Contents

		Page
1.	DEFINITIONS		1
2.	DEMISE AND ACCEPTANCE		4
3.	RENT		5
4.	USE OF PREMISES		6
5.	TRADE FIXTURES AND LEASEHOLD IMPROVEMENTS		8
6.	REPAIR AND MAINTENANCE		9
7.	UTILITIES		11
8.	OPERATING EXPENSES		12
9.	INSURANCE		15
10.	LIMITATION ON LANDLORD’S LIABILITY AND INDEMNITY		16
11.	DAMAGE TO PREMISES		18
12.	CONDEMNATION		19
13.	DEFAULTS AND REMEDIES		20
14.	ASSIGNMENT AND SUBLETTING		24
15.	WASTE DISPOSAL AND HAZARDOUS SUBSTANCES		27
16.	GENERAL PROVISIONS		35

EXHIBITS

Exhibit A — Description of Premises and Project

Exhibit B — Hazardous Substances Questionnaire

Exhibit C — Rules and Regulations

Exhibit D — Services Provided by Tenant

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LEASE AGREEMENT

          THIS LEASE AGREEMENT, dated December 1, 2005, for reference purposes only, is made by and between AGILENT TECHNOLOGIES, INC., a Delaware corporation (“Landlord”), and AVAGO TECHNOLOGIES U.S. INC., a Delaware corporation (“Tenant”).

1.	DEFINITIONS: Any term that is given a special meaning by this Article 1 or by any other provision of this Lease (including the exhibits attached hereto) shall have such meaning when used in this Lease or any addendum or amendment hereto.
1.1	Additional Rent: “Additional Rent” is defined in Section 3.2.
1.2	Agreed Interest Rate: “Agreed Interest Rate” means that interest rate determined as of the time it is to be applied that is equal to the lesser of (i) two percent (2%) plus the “prime rate” reported in the Wall Street Journal as published closest prior to the date when due, or (ii) the maximum interest rate permitted by law.
1.3	Asbestos: “Asbestos” is defined in Section 15.1.1.
1.4	Asbestos-Containing Construction Materials: “Asbestos-Containing Construction Materials” is defined in Section 15.1.2.
1.5	Asbestos-Containing Materials: “Asbestos-Containing Materials” is defined in Section 15.1.3.
1.6	Building 91 Lease: “Building 91 Lease” means that certain Lease Agreement of even date herewith by and between Landlord and Tenant for certain premises located within the building commonly known as Building 91 located within the Project.
1.7	Commencement Date: “Commencement Date” means the date on which the “Closing” as defined in that certain Asset Purchase Agreement dated as of August 14, 2005 between Agilent Technologies, Inc. and Argos Acquisition PTE. Ltd. shall have occurred. The parties shall confirm the Commencement Date in writing and such confirmation shall be evidence of the Commencement Date without the necessity of reference to any other agreement.
1.8	Common Area: “Common Area” means all areas and facilities within the Project that are not designated by Landlord for the exclusive use of Tenant or Landlord or any other tenant or other occupant of the Project, including, without limitation, the parking areas, access and perimeter roads, pedestrian sidewalks, trash enclosures, and the cafeteria, as more particularly described on Exhibit A.
1.9	Contractor: “Contractor” shall have the meaning set forth in the SLA.
1.10	[omitted]

1.11	Effective Date: “Effective Date” means the date the last signatory to this Lease whose execution is required to make it binding on the parties hereto has executed this Lease, as such dates are reflected on the signature pages hereto.
1.12	Environmental Condition: “Environmental Condition” is defined in Section 15.1.4.
1.13	Environmental Damages: “Environmental Damages” is defined in Section 15.1.5.
1.14	Environmental Laws: “Environmental Laws” is defined in Section 15.1.6.
1.15	Expiration Date: “Expiration Date” means such date that is three (3) years following the Commencement Date, or the date upon which this Lease is sooner terminated pursuant to its terms.
1.16	Handle: “Handle” is defined in Section 15.1.7.
1.17	Hazardous Substances: “Hazardous Substances” is defined in Section 15.1.8.
1.18	Landlord: “Landlord” means Agilent Technologies, Inc., a Delaware corporation.
1.19	Law: “Law” means any present or future judicial decision, statute, or constitution, and any ordinance, resolution, regulation, rule, administrative order, Permit, standard, mandatory directive, binding notice, or other requirement of any local, state, federal, or other government agency or authority (including quasi-official entities such as a board of fire examiners, public utility or special district) having jurisdiction over the parties to this Lease or the Project or any Permitted Use.
1.20	Lease: “Lease” means this printed lease, and all exhibits attached hereto, as the same may be amended in accordance with this Lease from time to time; all of which are attached hereto and incorporated herein by this reference.
1.21	Lease Term: “Lease Term” shall be for a period of time commencing on the Commencement Date and ending at midnight on the Expiration Date, unless sooner terminated as provided herein.
1.22	Leasehold Improvements: “Leasehold Improvements” means all improvements, additions, alterations, and fixtures installed in the Premises after the Commencement Date by Tenant or at Tenant’s request and expense that are not Trade Fixtures.
1.23	Lender: “Lender” means any beneficiary, mortgagee, secured party, or other holder of any deed of trust, mortgage or other written security device or agreement affecting the Premises, and the note or other obligations secured by it.
1.24	Monthly Base Rent: “Monthly Base Rent” means the monthly rent payable by Tenant pursuant to Section 3.1.
1.25	Operating Expenses: “Operating Expenses” is defined in Section 8.1.

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1.26	Permit: “Permit” is defined in Section 15.1.9.
1.27	Preexisting Hazardous Substances: “Preexisting Hazardous Substances” is defined in Section 15.1.10.
1.28	Permitted Use: “Permitted Use” means the use of the Premises for general office use, and for development, design and distribution of semi-conductor products and materials, in accordance with applicable Laws and Private Restrictions; and no other use. The Permitted Use may be modified only with the consent of the Landlord, which consent may be withheld in Landlord’s sole and absolute discretion.
1.29	Premises: “Premises” means those certain premises deemed to contain approximately (a) 42,861 rentable square feet of space in the basement, (b) 64,497 rentable square feet of space on the first floor and (c) 76,059 rentable square feet of space on the second floor, consisting of a portion of the building commonly known as, consisting of a portion of the building commonly known as Building 90 and located at 350/370 W. Trimble Road, San Jose, California, as more particularly described on Exhibit A attached hereto and made a part hereof.
1.30	Private Restrictions: “Private Restrictions” means all covenants, conditions and restrictions, private agreements, reciprocal easement agreements and any other recorded instruments (herein “encumbrances”) affecting the use of the Premises as of the Effective Date, and all encumbrances so recorded after the Effective Date which do not materially interfere with or preclude under the terms of this Lease Tenant’s then existing use of the Premises or, alternatively, which are approved by Tenant, which approval shall not be unreasonably withheld or delayed. Nothing herein shall be deemed to require Tenant’s consent to any encumbrance of the Premises; provided, that it does not affect the ability of Tenant to continue its then current use hereunder.
1.31	Project: “Project” means that certain real estate project consisting of two (2) primary buildings and other ancillary improvements (which in the aggregate are deemed to contain 453,107 rentable square feet) of which the Premises are a part, as more particularly described on Exhibit A attached hereto and made a part hereof.
1.32	Property: “Property” is defined in Section 15.1.11.
1.33	Release: “Release” is defined in Section 15.1.12.
1.34	Rent: “Rent” is defined in Section 3.3.
1.35	Rules and Regulations: “Rules and Regulations” is defined in Section 4.6.
1.36	Security Instruments: “Security Instruments” is defined in Section 16.4.
1.37	Service Failure: “Service Failure” is defined in Section 7.2.
1.38	SLA: “SLA” is defined as that certain Service Level Agreement dated as of the date hereof by and between Landlord as the “Company” thereunder, LumiLeds Lighting, as

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“Contractor” thereunder and Tenant (which by its terms will be assigned from Landlord to Tenant upon the commencement of this Lease).

1.39	Intentionally Omitted.
1.40	Tenant: “Tenant” means Avago Technologies U.S. Inc., a Delaware corporation.
1.41	Tenant’s Agents: “Tenant’s Agents” means the agents, employees, contractors, invitees, subtenants and assigns (and their respective agents, employees, contractors and invitees) of Tenant.
1.42	Tenant’s Minimum Liability Insurance Coverage: “Tenant’s Minimum Liability Insurance Coverage” means a minimum limit of Ten Million Dollars (US$10,000,000.00) per occurrence.
1.43	Tenant’s Non-Exclusive Parking Area: The term “Tenant’s Non-exclusive Parking Area” is defined in Section 4.7.
1.44	Tenant’s Share: “Tenant’s Share” in connection with the Operating Expenses for the Project means the percentage obtained by dividing the gross rentable square footage of the Premises (183,417 sq. ft.) by the gross rentable square footage of the Project (453,107 sq. ft.), which is deemed to be 40.48%.
1.45	Trade Fixtures: “Trade Fixtures” means (i) Tenant’s furniture, and business equipment, and (ii) anything affixed to the Premises by Tenant at its expense for purposes of trade, manufacture, ornament or domestic use (except replacement of similar work or material originally installed by Landlord) which can be removed without material injury to the Premises, unless such thing has, by the manner in which it is affixed, become an integral part of the Premises. Such affixed items which are an integral part of the Premises shall not constitute Trade Fixtures. Notwithstanding the foregoing, all of Tenant’s signs shall be deemed Trade Fixtures, in each case regardless of how affixed to the Premises or Common Area.
2.	DEMISE AND ACCEPTANCE: Landlord hereby leases to Tenant, and Tenant leases from Landlord, for the Lease Term upon the terms and conditions of this Lease, the Premises for Tenant’s own use in the conduct of Tenant’s business together with the non-exclusive right to use the Common Area, including, without limitation, the non-exclusive right to use up to five hundred (550) parking stalls within the portion of the Common Area (subject to the limitations set forth in Section 4.7) described on Exhibit A attached hereto and incorporated herein. Landlord reserves for its exclusive use all areas in the Project other than the Common Areas and the Premises, as well as the exterior walls, the roof and the area beneath and above the Premises, and Landlord reserves the right to install, maintain, use, and replace ducts, wires, conduits and pipes leading through the Premises, provided that in its exercise of such rights, Landlord shall use reasonable efforts to minimize interference with Tenant’s access to and use of the Premises and disruption of Tenant’s business. By taking possession of the Premises, Tenant shall be conclusively deemed to have accepted the Premises in their then existing condition as of the Commencement Date, “AS-IS, WITH ALL FAULTS.”

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Tenant acknowledges and agrees that Landlord has made no representations or warranties to Tenant, express or implied, with respect to the Premises, whatsoever, including, without limitation, any representation or warranty as to the suitability of the Premises for Tenant’s intended use.

2.1	No Option to Extend: Tenant shall have no option to extend the Lease Term.
3.	RENT:
3.1	Monthly Base Rent: Commencing on the Commencement Date and continuing on the first day of each month throughout the Lease Term, Tenant shall pay Landlord without offset, deduction or prior notice, $141,076.71 as base rent for the Premises (“Monthly Base Rent”).
3.2	Additional Rent: Commencing on the Commencement Date and continuing throughout the Lease Term, Tenant shall pay the following as additional rent (the “Additional Rent”): (i) any late charges or interest due Landlord pursuant to Section 3.4; (ii) Tenant’s Share of Operating Expenses as provided in Section 8.1; and (iii) any other charges due Landlord pursuant to this Lease.
3.3	Payment of Rent: All Monthly Base Rent and Additional Rent (collectively, “Rent”) and any other amounts required to be paid in monthly installments shall be paid in advance on the first day of each calendar month during the Lease Term. All amounts due hereunder shall be paid in lawful money of the United States, without any abatement (except as otherwise provided in Sections 6.2, 7.2, 11.3 and 12.2 in the event of a Material Impairment (as defined below), Service Failure (as defined below), damage to the Premises or condemnation, respectively), deduction or offset whatsoever and without any prior demand therefor (unless otherwise expressly provided herein). Rent shall be paid directly to Landlord at the following address: MacMunnis Inc./Agilent, 1840 Oak Avenue, Suite 300, Evanston, Illinois 60201, or such other address as may be designated in writing by Landlord. Tenant’s obligation to pay Monthly Base Rent and Tenant’s Share of Operating Expenses shall be prorated for any partial month based on a thirty (30) day month. As used herein, the word “month” shall mean a period beginning on the first (1st) day of a month and ending on the last day of that month.
3.4	Late Charge and Interest on Rent in Default: Tenant acknowledges that the late payment by Tenant of any monthly installment of Monthly Base Rent or any Additional Rent will cause Landlord to incur certain costs and expenses not contemplated under this Lease, the exact amount of which are extremely difficult or impractical to fix. Such costs and expenses will include, without limitation, administration and collection costs and processing and accounting expenses. If any such Monthly or Additional Rent is not received by Landlord from Tenant within three (3) days after the delinquent amount became due, Tenant shall immediately pay to Landlord a late charge equal to two thousand five hundred dollars ($2,500), except that there shall be no such penalty for the first such occurrence in the first lease year. Landlord and Tenant agree that this late charge represents a reasonable estimate of such costs and expenses and is fair

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compensation to Landlord for its loss suffered by Tenant’s failure to make timely payment. In no event shall this provision for a late charge be deemed to grant to Tenant a grace period or extension of time within which to pay any rent or prevent Landlord from exercising any right or remedy available to Landlord upon Tenant’s failure to pay any rent due under this Lease in a timely fashion, including the right to terminate this Lease. If any amount due hereunder is not paid on or before the third (3rd) day following the due date, then, without prejudice to any of Landlord’s other rights and remedies and in addition to such late charge, Tenant shall pay to Landlord interest on the delinquent amount at the Agreed Interest Rate from the date such amount became due until paid.

4.	USE OF PREMISES:
4.1	Limitation on Type: Tenant shall use the Premises solely for the Permitted Use and for no other purpose. Tenant shall not do or permit anything to be done in or about the Premises that will (i) cause structural injury to the Premises or Project, (ii) cause damage to any part of the Premises or Project, or (iii) violate, or cause Landlord to be in violation of any Laws or Private Restrictions. Tenant shall not operate any equipment within the Premises that will (iv) injure, vibrate or shake the Premises or Project, (v) overload existing electrical systems or other mechanical equipment servicing the Premises or Project, (vi) impair the efficient operation of the sprinkler system or the heating, ventilating or air conditioning (“HVAC”) equipment within or servicing the Premises or Project, or (vii) damage, overload, or corrode the plumbing or sanitary sewer system. Tenant shall not attach, hang or suspend anything from the ceiling, roof, walls or columns of the Premises or set any load on the floor in excess of the load limits for which such items are designed nor operate hard wheel forklifts within the Premises. Tenant’s use of the Premises shall not (viii) create a fire or health hazard. Tenant shall not commit nor permit to be committed any waste in or about the Premises or Project, and Tenant shall keep the Premises in a neat, clean, attractive and orderly condition, free of any objectionable noises, odors, dust or nuisances.
4.2	Compliance with Laws and Private Restrictions: Tenant’s lease of the Premises shall be subject to (i) all Laws and (ii) all Private Restrictions, easements and other matters of public record. Tenant shall not use or permit any person to use the Premises in any manner which violates any Laws, Private Restrictions, easements and other matters of public record. Tenant shall abide by and promptly observe and comply with all Laws and Private Restrictions.
4.3	Insurance Requirements: Tenant shall not use or permit any person to use the Premises in any manner which will cause the existing rate of insurance upon the Premises, or any of its contents, to be increased (unless Tenant pays the increase upon demand) or cause a cancellation of any insurance policy covering the Premises. Tenant shall not sell, or permit to be kept, used, or sold in or about the Premises any article which may be prohibited by the standard form of fire insurance policy.

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4.4	Outside Areas: No materials, supplies, tanks or containers, equipment, finished products or semi-finished products, raw materials, inoperable vehicles or articles of any nature shall be stored upon or permitted to remain outside of the Premises.
4.5	Signs: Tenant shall not place on any portion of the Premises any sign, placard, lettering in or on windows, banners, displays, or other advertising or communicative material which is visible from the exterior of the Premises without the prior written approval of Landlord (such approval not to be unreasonably withheld or delayed). All such approved signs shall strictly conform to all Laws and Private restrictions and shall be installed at the expense of Tenant. If Landlord so elects, Tenant shall, at the expiration or sooner termination of this Lease, remove all signs installed by it and repair any damage caused by such removal. Tenant shall at all times maintain such signs in good condition and repair. Notwithstanding the foregoing, Tenant shall be entitled to 35% of the signage currently located throughout the Project (including without limitation signage at the exterior perimeter, driveways and roads, on buildings and directional signage).
4.6	Rules and Regulations: Tenant shall observe and comply with the Rules and Regulations attached to this Lease as Exhibit C attached hereto and made a part hereof (the “Rules and Regulations”). Landlord may from time to time modify the Rules and Regulations and promulgate additional reasonable and nondiscriminatory rules and regulations applicable to all occupants of the Project for the care and orderly management of the Project and the safety of its tenants and invitees. Such modified or additional rules and regulations shall be binding upon Tenant upon delivery of a copy thereof to Tenant, and Tenant agrees to abide by such Rules and Regulations. If there is a conflict between the Rules and Regulations and any of the other provisions of this Lease, the other provisions of this Lease shall prevail. Landlord shall not be responsible for, or subject to any liability as a result of, the violation by Tenant or any other person of any such Rules and Regulations.
4.7	Parking: Tenant, as Tenant hereunder and under the Building 91 Lease, is allocated and shall have the non-exclusive right to use 550 parking spaces at the Project in the parking areas serving the Premises described on Exhibit A hereto (referred to in this Lease as “Tenant’s Non-Exclusive Parking Area”) for its use and the use of Tenant’s Agents. Tenant shall not at any time use more parking spaces than the number so allocated to Tenant or park its vehicles or the vehicles of others in any portion of the Project outside of the Tenant’s Non-Exclusive Parking Area or in any portion which is designated by Landlord as an exclusive parking area. Tenant shall not have the exclusive right to use any specific parking space. If Landlord grants to any person or other tenant or subtenant the exclusive right to use any particular parking space(s), Tenant shall not use such spaces. Landlord reserves the right, after having given Tenant reasonable notice, to have any vehicles owned by Tenant or Tenant’s Agents utilizing parking spaces in excess of the parking spaces allowed for Tenant’s use or in any portion of the Project outside of Tenant’s Non-Exclusive Parking Area, to be towed away at Tenant’s cost. All trucks and delivery vehicles shall be (i) parked at the rear of the Premises; (ii) loaded and unloaded in a manner which does not interfere with the businesses of Landlord or other occupants of the Project; and (iii) permitted to remain on the Project

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only so long as is reasonably necessary to complete loading and unloading. In the event Landlord elects or is required by any Law to limit or control parking in the Project, whether by validation of parking tickets or any other method of assessment, Tenant agrees to participate in such validation or assessment program under such reasonable rules and regulations as are from time to time established by Landlord, and which shall be non-discriminatory among all occupants of the Project.

4.8	Auctions: Tenant shall not conduct or permit to be conducted on any portion of the Premises or Project any sale of any kind, including (i) any public or private auction, fire sale, going-out-of-business sale, distress sale, or other liquidation sale, or (ii) any so-called “flea market,” open-air market, or any other similar activity.
4.9	Quiet Enjoyment: So long as Tenant timely pays the Rent and timely performs all of its obligations hereunder, Landlord shall not disturb Tenant’s quiet possession of the Premises during the Lease Term, subject to the terms of this Lease.
5.	TRADE FIXTURES AND LEASEHOLD IMPROVEMENTS:
5.1	Trade Fixtures: Throughout the Lease Term, Tenant shall provide, install, and maintain in good condition all Trade Fixtures required in the conduct of its business in the Premises. All Trade Fixtures shall remain Tenant’s property.
5.2	Leasehold improvements: Tenant shall not construct any Leasehold Improvements or otherwise alter the Premises or Project without Landlord’s prior written approval and not until Landlord shall have first approved the plans and specifications therefor (in each case not to be unreasonably withheld or delayed). In no event shall Tenant make any alterations to the Premises or Project which could affect the structural integrity or the exterior design of the Premises or Project. All such approved Leasehold Improvements shall be installed by Tenant at Tenant’s expense using a licensed contractor first reasonably approved by Landlord in substantial compliance with the approved plans and specifications therefor. All construction undertaken by Tenant shall be done in accordance with all Laws and in a good and workmanlike manner using new materials of good quality. Tenant shall not commence construction of any Leasehold Improvements until (i) all required governmental approvals and permits shall have been obtained and copies of same have been provided to Landlord, (ii) all requirements regarding insurance imposed by this Lease have been satisfied, (iii) Tenant shall have given Landlord at least ten (10) days prior written notice of its intention to commence such construction, and (iv) if requested by Landlord in its reasonable discretion, Tenant shall have obtained or caused its general contractor to obtain contingent liability and broad form builders risk insurance and/or completion and performance bonds in an amount reasonably satisfactory to Landlord. Tenant shall pay to Landlord a fee of 3 percent (3%) of the total cost of design and construction of such work for Landlord’s services in protecting the Premises and shall reimburse Landlord for all expenses incurred by Landlord in connection with the review, approval and supervision of any Leasehold Improvements made by Tenant. All Leasehold Improvements shall remain the property of Tenant during the Lease Term, but shall not be damaged, altered, or removed from the Premises. At the expiration or sooner termination of the Lease Term,

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all Leasehold Improvements shall be removed from the Premises in accordance with the provisions of Section 16.2.

5.3	Alterations Required by Law: Tenant shall make any alteration, addition or change of any sort to the Premises or Project that is required by any Law because of (i) Tenant’s particular use or change of the Project; (ii) Tenant’s application for any permit or governmental approval; or (iii) Tenant’s construction or installation of any Leasehold Improvements or Trade Fixtures. Any other alteration, addition, or change required by Law that is not the responsibility of Tenant pursuant to the foregoing shall be made by Landlord, subject to Landlord’s right to reimbursement from Tenant as an Operating Expense.
5.4	Liens: Tenant shall keep the Premises and Project free from any liens and shall pay when due all bills arising out of any work performed, materials furnished, or obligations incurred by Tenant or any of Tenant’s Agents relating to the Premises or Project. If any claim of lien is recorded, Tenant shall bond against or discharge the same within fifteen (15) days after notice that the same has been recorded against the Premises. Should any lien be filed against the Premises or any action commenced affecting title to the Premises, the party receiving notice of such lien or action shall immediately give the other party written notice thereof.
6.	REPAIR AND MAINTENANCE:
6.1	Tenant’s Obligation to Maintain: Except as otherwise provided in Sections 6.2, 11.1, and 12.3, Tenant shall, at its sole cost, keep and maintain the Premises in good order, condition and repair, and shall require Contractor to perform the services for the Premises required under the SLA. Additionally, Tenant shall, at its sole cost, perform the services and other obligations set forth on Exhibit D.
6.1.1	All repairs and replacements required of Tenant shall be promptly made with new materials of like kind and quality. If the work affects the structural parts of the Premises or if the estimated cost of any item of repair or replacement is in excess of the Five Thousand Dollars ($5,000.00), then Tenant shall first obtain Landlord’s written approval of the scope of the work, plans therefor, materials to be used, and the contractor (such approval not to be unreasonably withheld or delayed).
6.2	Landlord’s Obligation to Maintain: Landlord shall repair and maintain (i) the roof (including the roof membrane) and the other structural components of the Project (including without limitation, the footings, the foundation, the structural floor, and the load bearing walls of the Premises and the Project), and (ii) major parking lot repair and all striping in connection with the parking lot. It is an express condition precedent to of Landlord’s obligations to repair and maintain the Premises that Tenant shall have first notified Landlord in writing of the need for such repairs and maintenance. Notwithstanding the foregoing, Landlord shall not be responsible for repairs required by an accident, fire or other peril, or for damage caused to any part of the Project or the Premises, in each case to the extent caused by any act or omission of Tenant or Tenant’s Agents, except as otherwise required by Article 11. Landlord may engage contractors

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of its choice to perform the obligations required of it by this Article, and the necessity of any expenditure to perform such obligations shall be at the sole discretion of Landlord.

In the event that the Premises or a material portion of the Premises are rendered inaccessible or unusable for the Permitted Use by reason of Landlord’s breach of its obligations under this Section 6.2 (a “Material Impairment”), and such Material Impairment continues for five (5) consecutive business days after written notice thereof is received by Landlord and such Material Impairment is not caused by an event of force majeure (as described in Section 16.7), a casualty, a failure on the part of a public utility, or by any act or omission of Tenant, its agents, employees or contractors, Tenant shall be entitled to an abatement of Base Rent and Additional Rent in proportion to the extent to which breach causes such Material Impairment, with such abatement to begin on the sixth (6th) business day after written notice to Landlord of such Material Impairment and continuing until such Material impairment has been cured.

6.3

Control of Common Area: Landlord shall at all times have exclusive control of the Common Area. Landlord shall have the right, without the same constituting an actual or constructive eviction and without entitling Tenant to any abatement of Rent, to: (i) close any part of the Common Area to whatever extent required in the reasonable opinion of Landlord’s counsel to prevent a dedication thereof or the accrual of any prescriptive rights therein; (ii) temporarily close the Common Area to perform maintenance or for any other reason reasonably deemed sufficient by Landlord; (iii) change the shape, size, location and extent of the Common Area (provided, that the Common Areas will continue to adequately serve the same purposes as immediately prior to such change); (iv) eliminate from or add to the Project any land or improvement, including multi-deck parking structures (provided, that the Common Areas and Premises will continue to adequately serve the same purposes as immediately prior to such change); (v) make changes to the Common Area including, without limitation, changes in the location of driveways, entrances, passageways, doors and doorways, elevators, stairs, restrooms, exits, parking spaces, parking areas, sidewalks or the direction of the flow of traffic and the site of the Common Area (provided, that the Common Areas will continue to adequately serve the same purposes as immediately prior to such change); (vi) remove unauthorized persons from the Project; or (vii) change the name of the Premises or Project. Tenant shall keep the Common Area clear of all obstructions created or permitted by Tenant. If in the reasonable opinion of Landlord unauthorized persons are using any of the Common Area by reason of the presence of Tenant in the Premises, Tenant, upon demand of Landlord, shall restrain such unauthorized use by appropriate proceedings. In exercising any such rights regarding the Common Area, Landlord shall make a reasonable effort to minimize any disruption to Tenant’s business. Landlord shall have no obligation to provide guard services or other security measures for the benefit of the Project. Tenant assumes all responsibility for the protection of Tenant and Tenant’s Agents from acts of third parties; provided, however, that nothing contained herein shall prevent Landlord, at its sole option, from providing security measures for the Project. In the event Landlord elects to remodel or construct improvements upon any part of the Common Area located outside of the Premises, Tenant will cooperate with such remodeling or

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construction, including Tenant’s tolerating temporary and reasonable inconveniences in order to facilitate such remodeling or construction.

7.	UTILITIES:
7.1	Utilities: Tenant acknowledges that all utilities, other than as set forth on Exhibit D, are to be provided as set forth in the SLA.
7.2	Compliance with Governmental Regulations: Landlord and Tenant shall comply with all rules, regulations and requirements promulgated by national, state or local governmental agencies or utility suppliers concerning the use of utility services, including any rationing, limitation or other control. Landlord may voluntarily cooperate in a reasonable manner with the efforts of all governmental agencies or utility suppliers in reducing energy or other resources consumption. Tenant shall not be entitled to terminate this Lease nor to any abatement in rent by reason of such compliance or cooperation, provided that any such voluntary compliance or cooperation does not have a material adverse impact on Tenant’s operations in the Premises. Tenant agrees at all times to cooperate fully with Landlord and Contractor and to abide by all reasonable rules, regulations and requirements which Landlord or Contractor may prescribe in order to maximize the efficient operation of the HVAC system and all other utility systems provided to the Premises, including those provided by Contractor under the SLA; provided, that such do not have an adverse impact on Tenant’s operations in the Premises. In the event of an interruption in or failure or inability by Landlord or Contractor to provide any and all utilities to the Premises as contemplated hereunder or under the SLA, for any reason (a “Service Failure”), such Service Failure shall not, regardless of its duration, impose upon Landlord any liability whatsoever, constitute an eviction of Tenant, constructive or otherwise, entitle Tenant to an abatement of Rent, except as otherwise set forth in this Section 7.2, or to terminate this Lease or otherwise release Tenant from any of Tenant’s obligations under this Lease. Tenant hereby waives any benefits of any applicable existing or future Law, including the provisions of California Civil Code Section 1932(1), permitting the termination of this Lease due to such interruption, failure or inability.
	In the case of any failure by Landlord to provide any utilities to the Premises hereunder, other than those services to be provided by Contractor under the SLA, Landlord shall take commercially reasonable steps to restore the interrupted utilities or services as soon as practicable upon written notice thereof from Tenant. Notwithstanding the foregoing, if a Service Failure continues for five (5) consecutive business days after written notice thereof is received by Landlord and such failure is not caused by an event of force majeure (as described in Section 16.7), a casualty, a failure on the part of a public utility, or by any act or omission of Tenant, its agents, employees or contractors. Tenant shall be entitled to an abatement of Base Rent and Additional Rent in proportion to the extent to which the failure prevents Tenant from using the Premises for Tenant’s normal purposes, with such abatement to begin on the sixth (6th) business day after written notice to Landlord of such occurrence and continuing until such failure has been cured.

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8.	OPERATING EXPENSES:
8.1	Tenant’s Obligation to Reimburse: As Additional Rent, Tenant shall pay Tenant’s Share of all Operating Expenses for the Project (as defined in Section 8.2 hereof, also referred to as “Operating Expenses”). Tenant shall pay such share of the actual Operating Expenses incurred or paid by Landlord but not theretofore billed to Tennant within thirty (30) days after receipt of a written bill therefor from Landlord, on such periodic basis as Landlord shall designate, but in no event more frequently than once a month. Alternatively, Landlord may from time to time require that Tenant pay Tenant’s Share of Operating Expenses in advance in estimated monthly installments, in accordance with the following procedure: (i) Landlord shall deliver to Tenant Landlord’s reasonable estimate of the Operating Expenses it anticipates will be paid or incurred for the Landlord’s fiscal year in question; (ii) during such Landlord’s fiscal year Tenant shall pay such share of the estimated Operating Expenses in advance in monthly installments as required by Landlord due with the installments of Monthly Base Rent; and (iii) as soon after the end of Landlord’s fiscal year as is reasonably practicable, Landlord shall furnish to Tenant a statement in reasonable detail of the actual Operating Expenses paid or incurred by Landlord during the just ended Landlord’s fiscal year and thereupon there shall be an adjustment between Landlord and Tenant, with payment to Landlord or credit by Landlord against the next installment of Monthly Base Rent, as the case may require, within thirty (30) days after delivery by Landlord to Tenant of said statement so that Landlord shall receive the entire amount of Tenant’s Share of all Operating Expenses for such Landlord’s fiscal year and no more. If at any time during a calendar year the Project is not at least 95% occupied or Landlord is not supplying services to at least 95% of the total rentable square footage of the Project, Operating Expenses for the Project that vary based on occupancy shall, at Landlord’s option, be determined as if the Project had been 95% occupied and Landlord had been supplying services to 95% of the rentable square footage of the Project. Tenant shall have the right at its expense, exercisable upon reasonable prior written notice to Landlord, to inspect at Landlord’s office during normal business hours Landlord’s books and records as they relate to Operating Expenses. Such inspection must be within thirty (30) days of Tenant’s receipt of Landlord’s annual statement for the same, and shall be limited to verification of the charges contained in such statement. Tenant may not withhold payment of such bill pending completion of such inspection. Such inspection shall be conducted by an independent certified public accountant (“CPA”) and such CPA shall not be hired or retained on a contingency fee or other incentive basis.
8.2	Operating Expenses for the Project Defined: The term “Operating Expenses for the Project” shall mean the following:
8.2.1	All costs and expenses paid or incurred, if any, by Landlord in doing the following (including payments to independent contractors providing services related to the performance of the following): (i) maintaining, cleaning, repairing and resurfacing the roof (including repair of leaks) and the exterior surfaces (including painting) of all buildings located on the Project, and all other structural components of the Premises, including the footings, the foundation, the structural floor and the load bearing walls of

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the Premises; (ii) all deductibles, self-insured retentions, premiums and other costs relating to the insurance carried by Landlord on the Project or in connection with the use and/or occupancy thereof, and the costs of any self-insurance as reasonably determined by Landlord; (iii) maintaining, repairing, operating and replacing when necessary any utility facilities and other service equipment for the Common Areas ; (iv) providing utilities to the Common Area (including lighting, trash removal and water for landscaping irrigation); (v) complying with all applicable Laws and Private Restrictions; (vi) operating, maintaining, repairing, cleaning, painting, striping, restriping and resurfacing the Common Area; (vii) replacing or installing lighting fixtures, directional or other signs and signals, irrigation systems, trees, shrubs, ground cover and other plant materials, and all landscaping in the Common Area; (viii) providing security to the Common Area; (ix) charges on or surcharges imposed by any governmental agencies on or with respect to transit or automobile usage or parking facilities; (x) the cost of contesting the validity or applicability of any governmental enactments which may affect Operating Expenses; or (xi) taking any action for the purpose of securing any of the services specified in the SLA to the extent Contractor fails to deliver them as required thereunder.

8.2.2	The following costs: (i) the amount of any insurance “deductibles” paid by Landlord with respect to damage caused by a casualty; (ii) that portion of all compensation (including benefits and premiums for workers’ compensation and other insurance) paid to or on behalf of employees of Landlord but only to the extent they are involved in the performance of the work described by Sections 8.2.1 or 8.2.3 that is fairly allocable to the Project; and (iii) any costs associated with any protests of valuation under Proposition 8.
8.2.3	All additional costs and expenses incurred by Landlord with respect to the operation, protection, maintenance, repair or replacement of the Project; provided, however, that Operating Expenses shall not include any of the following: (i) payments on any loans or ground leases affecting the Project; (ii) leasing commissions; (iii) costs and expenses for work or services furnished exclusively for the benefit of any other tenant or occupant of the Project at such tenant’s or occupant’s cost; (iv) costs and expenses arising from the negligence or willful misconduct of Landlord or Landlord’s employees or agents; or (v) that would result in Landlord receiving more than 100% of its actual cost of operating or owing the Project.
8.2.4	Operating Expenses shall not include any of the aforementioned repairs, alterations, replacements and improvements that are properly capitalized under generally accepted accounting principles, except to the extent that Tenant’s share of such costs for such period is limited to the amortized cost (plus interest at the Agreed Interest Rate) of any such item over its useful life.
8.2.5	The term “Real Property Taxes” shall mean all taxes, assessments, levies, and other charges of any kind or nature whatsoever, general and special, foreseen and unforeseen (including all installments of principal and interest required to pay any existing or future general or special assessments for public improvements, services or benefits, and any increases resulting from reassessments resulting from new construction or any other

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cause other than change in ownership), now or hereafter imposed by any governmental or quasi-governmental authority or special district having the direct or indirect power to tax or levy assessments, which are levied or assessed against, or with respect to the value, occupancy or use of all or any portion of the Project (as now constructed or as may at any time hereafter be constructed, altered, or otherwise changed) or Landlord’s interest therein, the fixtures, equipment and other property of Landlord, real or personal, that are an integral part of and located on the Project, the gross receipts, income, or rentals from the Project, or the use of parking areas, public utilities, or energy within the Project, or Landlord’s business of leasing the Project. Notwithstanding the foregoing, 50% of any increase resulting from reassessments resulting from a change in ownership shall be included in Real Property Taxes for this purpose, and Tenant shall only be required to pay Tenant’s Share of such 50%. If at any time during the Lease Term the method of taxation or assessment of the Project prevailing as of the Effective Date shall be altered so that in lieu of or in addition to any Real Property Tax described above there shall be levied, assessed or imposed (whether by reason of a change in the method of taxation or assessment, creation of a new tax or charge, or any other cause) an alternate or additional tax or charge (i) on the value, use or occupancy of the Project or Landlord’s interest therein; or (ii) on or measured by the gross receipts income or rentals from the Project, on Landlord’s business of leasing the Project, or computed in any manner with respect to the operation of the Project, then any such tax or charge, however designated, shall be included within the meaning of the term “Real Property Taxes” for purposes of this Lease. If any Real Property Tax is based upon property or rents unrelated to the Project, then only that part of such Real Property Tax that is fairly allocable to the Project shall be included within the meaning of the term “Real Property Taxes”. Notwithstanding the foregoing, the term “Real Property Taxes” shall not include estate, inheritance, gift or franchise taxes of Landlord or the federal or state or local net income tax imposed on Landlord’s income from all sources. Tenant’s Share of the Real Property Taxes are included in the Rent, payable by Tenant hereunder, and shall be paid directly by Landlord.

8.3

Notwithstanding the foregoing, nothing contained herein shall obligate Landlord to provide any service to the Premises or the Project other than as set forth in Sections 6.2, 11.1 or 12.2 hereof. Tenant acknowledges that all services other than those set forth in Sections 6.2, 11.1 or 12.2 hereof shall be provided by Contractor, and that Landlord shall not be liable to Tenant or its nominees due to any act or omission, negligent, tortious or otherwise, of any agent or employee of Contractor or its nominees; nor shall Landlord be liable to Tenant or its nominees due to any failure of Contractor to provide any of the services specified in the SLA or for any other breach of Contractor’s obligations thereunder. Nothing contained herein shall limit the right of Landlord, in its sole discretion, to elect to provide any of the services specified in the SLA or perform any of the obligations of Contractor thereunder, to the extent Contractor fails to deliver any such services, or perform any of its obligations thereunder.

8.4

Taxes on Tenant’s Property: Tenant shall pay before delinquency any and all taxes, assessments, license fees and public charges levied, assessed or imposed against Tenant or Tenant’s estate in this Lease or the property of Tenant situated within the Premises or Project which become due during the Lease Term. If any tax or other charge is assessed

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by any governmental agency because of the execution of this Lease, such tax shall be paid by Tenant. Promptly upon demand by Landlord, Tenant shall furnish Landlord with satisfactory evidence of these payments.

9.	INSURANCE:
9.1	Tenant’s Insurance: Tenant shall maintain insurance complying with all of the following:
9.1.1	Tenant shall procure, pay for and keep in full force and effect the following:
9.1.1.1	Broad form commercial general liability insurance, including property damage, against liability for personal injury, bodily injury, death and damage to property occurring in or about, or resulting from an occurrence in or about, the Premises with combined single limit coverage of not less than the amount of Tenant’s Minimum Liability Insurance Coverage, which insurance shall contain “fire legal” endorsement coverage and a “contractual liability” endorsement insuring Tenant’s performance of Tenant’s obligation to indemnify Landlord contained in Section 10.3;
9.1.1.2	Automobile Liability insurance including owned, hired and non-owned autos with a combined single of liability for each accident of not less than US$1,000,000.00;
9.1.1.3	Fire and property damage insurance against loss caused by fire, extended coverage perils including steam boiler insurance, sprinkler leakage, if applicable, vandalism, malicious mischief and such other additional perils as now are or hereafter may be included in a standard extended coverage endorsement from time to time in general use in the county in which the Premises is located, insuring Tenant’s personal property and inventory, Trade Fixtures, and Leasehold Improvements within the Premises or located on the Common Areas for the full actual replacement cost thereof;
9.1.1.4	Worker’s compensation coverage sufficient to comply with all Laws. Where permitted by law, such policies shall contain waivers of the insurer’s subrogation rights against Landlord;
9.1.1.5	Employers liability insurance shall be provided in amounts not less than US$1,000,000.00 per accident for bodily injury by accident, US$1,000,000.00 policy limit by disease, and US$1,000,000.00 per employee for bodily injury by disease; and
9.1.1.6	Fidelity insurance or commercial blanket bond naming Landlord as beneficiary or loss payee as respects losses to Landlord’s money or other property caused by any of Tenant’s employees in connection with Tenant’s use of the Premises with blanket limits of at least US$1,000,000.00.
9.1.2	The commercial general liability insurance that Tenant is required to carry under Section 9.1.1.1 shall name Landlord and such other parties in interest as Landlord designates as additional insureds. Additionally, all policies of insurance required to be carried by Tenant pursuant to this Section shall (i) be primary insurance that provides that the insurer shall be liable for the full amount of the loss up to and including the

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total amount of liability stated in the declaration without the right of contribution from any other insurance coverage of Landlord, (ii) be in a form reasonably satisfactory to Landlord, (iii) be carried with companies having a Best rating of at least AVII, (iv) provide that such policy shall not be subject to cancellation, reduction of coverage or lapse except after at least ten (10) days prior written notice to Landlord, (v) not have a “deductible” in excess of Ten Thousand Dollars (US$10,000.00) per occurrence, (vi) contain a cross liability endorsement, and (vii) contain a “severability” clause.

9.1.3	A certificate of insurance reflecting that the insurance required to be carried by Tenant pursuant to this Section 9.1 is in force, accompanied by an endorsement showing the required additional insureds satisfactory to Landlord in substance and form, shall be delivered to Landlord prior to the time Tenant or any of Tenant’s Agents enters the Premises and upon renewal of such policies, but not less than thirty (30) days prior to the expiration of the term of such coverage. If the Landlord’s lender or Landlord reasonably determines at any time that the amount of coverage required for any policy of insurance Tenant is to obtain pursuant to this Section 9.1 is not adequate, then Tenant shall increase such coverage for such insurance to such amount as Landlord’s lender or Landlord reasonably deems adequate, not to exceed the level of coverage commonly required by prudent landlords of comparable buildings leased for comparable uses in the vicinity.
9.2	Release and Waiver of Subrogation: The parties hereto release each other, and their respective agents and employees, from any liability for any loss or damage that is caused by or results from any risk insured against under any valid and collectible insurance policy carried by either of the parties that contains a waiver of subrogation by the insurer and is in force at the time of such injury or damage; subject to the following limitations: (i) the foregoing provision shall not apply to the commercial general liability insurance described in Section 9.1; (ii) such release shall apply to liability resulting from any other risk insured or provided by Tenant to satisfy the requirements of Section 9.1(including, without limitation, fire and property damage insurance and worker’s compensation coverage); and (iii) provided that Tenant shall not be released from any such liability to the extent any actual, out of pocket damages resulting from such injury or damage are not covered by the recovery obtained by Landlord from such insurance, but only if the insurance in question permits such partial release in connection with obtaining a waiver of subrogation from the insurer.
10.	LIMITATION ON LANDLORD’S LIABILITY AND INDEMNITY:
10.1	Limitation an Landlord’s Liability: Notwithstanding anything to the contrary contained in this Lease, Landlord shall not be liable to Tenant, nor shall Tenant be entitled to terminate this Lease or to any abatement of rent except as otherwise provided in Section 6.2, Section 7.2 or 12.2, for any injury to Tenant or any of Tenant’s Agents’, or damage to Tenant’s property, resulting from any cause, including, without limitation, any (i) failure, interruption or installation of any HVAC or other utility system or service, including those utility systems and services to be provided by Contractor under the SLA (ii) repairs or improvements to the Premises by Landlord or Contractor, or any services provided by Landlord to Tenant hereunder, or provided by Contractor to

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Tenant under the SLA (iii) failure of Landlord or Contractor to furnish or delay in furnishing any utilities or services when such failure or delay is caused by fire or other peril, the elements, labor disturbances of any character, or any other accidents or other conditions beyond the reasonable control of Landlord or Contractor, (iv) limitation, curtailment, rationing or restriction on the use of water or electricity, gas or any form of energy or any services or utility serving the Premises or Project, (v) vandalism or forcible entry by unauthorized persons or (vi) penetration of water into or onto any portion of the Premises through roof leaks or otherwise. Notwithstanding the foregoing but subject to Section 9.2 and Section 10.2, Landlord shall be liable for any such injury, damage or loss which is proximately caused by Landlord’s willful misconduct or gross negligence; provided, however, that in no event shall Landlord be liable to Tenant for any consequential (including, without limitation, any injury to Tenant’s business or loss of income or profit therefrom), punitive or exemplary damages.

10.2	Limitation on Tenant’s Recourse: Notwithstanding any other term or provision of this Lease, the liability of Landlord for its obligations under this Lease, is limited to Landlord’s equity interest in the Project up to a maximum amount of Five Hundred Thousand Dollars (US$500,000.00), and to no other assets of Landlord for satisfaction of any liability in respect of this Lease, and no personal liability shall at any time be asserted or enforceable against any comer assets of Landlord or against Landlord’s stockholders, directors, principals, representatives, trustees or partners on account of any of Landlord’s obligations or actions under this Lease. In addition, in the event of conveyance of Landlord’s interest in the Project or Premises, then from and after the date of such conveyance, Landlord shall be relieved of all liability with respect to Landlord’s obligations to be performed under this Lease after the date of such conveyance. Upon any such conveyance by Landlord, the grantee or transferee, by accepting such conveyance, shall be deemed to have assumed, and Landlord shall be and hereby is entirely relieved of, Landlord’s obligations to be performed under this Lease from and after the date of such transfer, subject to the limitations on liability set forth in this Section 10.2.
10.3	Indemnification of Landlord: To the fullest extent allowed by Law, Tenant shall indemnify, defend, protect and hold harmless Landlord, and its employees, agents, contractors, successors and assigns, with competent counsel reasonably satisfactory to Landlord, from all liability, penalties, losses, damages, costs, expenses, causes of action, claims and/or judgments arising by reason of any death, bodily injury, personal injury or property damage resulting from (i) any cause or causes whatsoever (except to the extent caused by the willful misconduct or gross negligence of Landlord or Landlord’s employees or agents of which Landlord has had notice and a reasonable time to cure, but which Landlord has failed to cure) occurring in or about or resulting from an occurrence in or about the Premises during the Lease Term; (ii) the negligence or willful misconduct of Tenant or Tenant’s Agents, wherever the same may occur; or (iii) any breach of this Lease or the SLA by Tenant. The provisions of this Section 10.3 shall survive the expiration or sooner termination of this Lease.
10.4	Indemnification of Tenant: To the fullest extent allowed by Law but subject to Section 9.2, Section 10.1 and Section 10.2, Landlord shall indemnify, defend, protect

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and hold harmless Tenant, and its employees, agents, contractors, successors and assigns, with competent counsel reasonably satisfactory to Tenant, from all liability, penalties, losses, damages, costs, expenses, causes of action, claims and/or judgments arising by reason of any death, bodily injury, personal injury or property damage resulting from the gross negligence or willful misconduct of Landlord or Landlord’s employees, agents and contractors.

11.	DAMAGE TO PREMISES:
11.1	Landlord’s Duty to Restore: If the Premises or Project is damaged by any peril after the Effective Date, then Landlord shall restore the Premises or Project unless the Lease is terminated by Landlord or Tenant pursuant to Section 11.2. All insurance proceeds available from the fire and property damage insurance carried by Landlord, if any, shall be paid to and become the property of Landlord. If this Lease is terminated pursuant to Section 11.2, then all insurance proceeds available from insurance carried by Tenant which covers loss to property that is Landlord’s property or would become Landlord’s property on termination of this Lease shall be paid to and become the property of Landlord. If this Lease is not so terminated, then upon receipt of the insurance proceeds (if the loss is covered by insurance) and the issuance of all necessary governmental permits, Landlord shall use reasonable good faith efforts to commence and complete the restoration of the Premises to substantially the same condition in which the Premises were immediately prior to such damage. Landlord’s obligation to restore shall be further limited to the Premises constructed by Landlord as they existed as of the Commencement Date, excluding any Leasehold Improvements, Trade Fixtures and/or personal property constructed or installed in the Premises. If this Lease is not terminated pursuant to Section 11.2, then Landlord, at Tenant’s expense, shall forthwith commence and thereafter prosecute to completion the replacement and repair of all Leasehold Improvements and Trade Fixtures, if any, existing at the time of such damage or destruction, and which were to have been surrendered to Landlord hereunder; and all insurance proceeds received by Tenant from the insurance carried by it pursuant to Section 9.1.1.3 shall be used for such purpose.
11.2	Landlord’s Right to Terminate: Landlord shall have the option to terminate this Lease in the event any of the following occurs, which option may be exercised only by delivery to Tenant of a written notice of election to terminate within sixty (60) days after the date of such damage or such later date as is reasonably necessary under the circumstances:
11.2.1	Either the Premises or Project is damaged by any peril either (i) not covered by any insurance carried by Landlord and the estimated cost to restore equals or exceeds One Hundred Thousand Dollars (US$100,000.00), or (ii) covered by valid and collectible insurance actually carried by Landlord and in force at the time of such damage or destruction and the estimated cost to restore equals or exceeds Two Hundred Fifty Thousand Dollars (US$250,000.00);
11.2.2	Either the Premises or Project is damaged by any peril and (i) the amount of insurance proceeds that will be received by Landlord for the repair or restoration of the Premises

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will not be sufficient to pay for the cost of such repair and restoration, (ii) the Laws then in effect prevent Landlord from repairing or restoring the Premises to substantially the same condition in which the Premises were immediately prior to such damage, or (iii) the restoration of the Premises cannot be substantially completed within one hundred eighty (180) days after the date of such damage, or within ninety (90) days after the date of such damage if such damage occurs during the last twelve (12) months of the Lease Term;

11.2.3	Either the Premises or Project is damaged by any peril and, because of the Laws then in force, (i) may not be restored at reasonable cost to substantially the same condition in which it was prior to such damage, or (ii) may not be used for the same use being made thereof before such damage whether or not restored as required by this Article.
11.3	Termination by Tenant: If the Premises or the Project is damaged by any peril and Landlord does not elect to terminate this Lease or is not entitled to terminate this Lease pursuant to this Article, then as soon as reasonably practicable, Landlord shall furnish Tenant with the written opinion of Landlord’s architect or construction consultant as to when the restoration work required of Landlord may be complete. Tenant shall have the option to terminate this Lease (if Tenant is not then in default beyond applicable notice and cure periods) in the event any of the following occurs, which option may be exercised only by delivery to Landlord of a written notice of election to terminate within ten (10) days after Tenant receives from Landlord the estimate of the time needed to complete such restoration:
11.3.1	If the time estimated to substantially complete the restoration exceeds one hundred eighty (180) days from and after the date the architect’s or construction consultant’s written opinion is delivered; or
11.3.2	If the damage occurred within twelve months of the last day of the Lease Term and the time estimated to substantially complete the restoration exceeds ninety (90) days from and after the date such restoration is commenced.
11.4	Abatement of Rent: In the event of damage to the Premises or Project which does not result in the termination of this Lease, the Monthly Base Rent and Tenant’s Share of Operating Expenses shall be temporarily abated during the period of restoration in proportion to the degree to which Tenant’s use of the Premises is impaired by such damage. Tenant shall not be entitled to any compensation or damages from Landlord for loss of Tenant’s business or property or for any inconvenience or annoyance caused by such damage or restoration. The rights of Landlord and Tenant regarding any damage to or destruction of the Premises or Premises shall be determined as provided in this Article 11 and Tenant hereby waives the provision of any contrary Law.
12.	CONDEMNATION:
12.1	Taking of Premises: Landlord shall have the option to terminate this Lease if as a result of a taking by means of the exercise of the power of eminent domain (including a voluntary sale or transfer by Landlord to a condemnor under threat of condemnation),

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(i) all or any part of the Premises or any material portion of the Project is so taken, or (ii) more than ten percent (10%) of the Common Area is so taken. Tenant shall have the option to terminate this Lease if any material part of the Premises or parking area is taken by the exercise of the power of eminent domain (or conveyed by Landlord in lieu of that exercise), and the remaining portion cannot be made suitable for the continued use and operation of the Premises by Tenant for substantially the same purposes as immediately prior to such taking. Any such option to terminate by Landlord or Tenant must be exercised within a reasonable period of time after the condemnor has commenced judicial action or entered into a binding agreement to effect such taking. If Landlord or Tenant so exercises such option to terminate, such termination shall be effective as of the date possession is taken by the condemnor.

12.2	Restoration and Abatement of Rent: If any part of the Premises or Common Area is taken by condemnation and this Lease is not terminated, then, to the extent reasonably practicable, Landlord shall restore the remaining portion of the Premises and Common Area as they existed as of the Commencement Date, excluding any Leasehold Improvements, Trade Fixtures and/or personal property, in each case constructed or installed by Tenant. Thereafter, except in the case of a temporary taking, as of the date possession is taken the Monthly Base Rent and Operating Expenses shall be reduced in the same proportion that the floor area of that part of the Premises so taken (less any addition thereto by reason of any reconstruction) bears to the original floor area of the Premises.
12.3	Temporary Taking: If all or any portion of the Premises is temporarily taken for three (3) months or less, this Lease shall remain in effect. If any portion of the Premises is temporarily taken by condemnation for a period which exceeds three (3) months or which extends beyond the natural expiration of the Lease Term, and such taking materially and adversely affects Tenant’s ability to use the Premises for the Permitted Use, then either Landlord or Tenant shall have the option to terminate this Lease, which option may be exercised only by delivery to the other party of a written notice of election to terminate within seven (7) days after the date possession is taken by the condemnor.
12.4	Division of Condemnation Award: Any award made as a result of any condemnation of the Premises or Common Area shall belong to and be paid to Landlord, and Tenant hereby assigns to Landlord all of its right, title and interest in any such award; provided, however, that Tenant shall be entitled to receive any condemnation award made to Tenant, (i) for the taking of personal property or Trade Fixtures belonging to Tenant, (ii) for Tenant’s moving costs, or (iii) of a proporti onate amount for any temporary taking where this Lease is not terminated as a result of such taking. The rights of Landlord and Tenant regarding any condemnation shall be determined as provided in this Article 12, and each party hereby waives the provisions of any contrary Law.
13.	DEFAULTS AND REMEDIES:
13.1	Events of Tenant’s Default: Tenant shall be in default of its obligations under this Lease if any of the following events occur:

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13.1.1	Tenant shall have failed to pay any Rent when due and such failure is not cured within three (3) business days after delivery of written notice from Landlord specifying such failure to pay; or
13.1.2	Tenant shall have failed to perform any term, covenant, or condition of this Lease except those requiring the payment of Monthly Rent or Additional Rent, and Tenant shall not cure such default within thirty (30) days after delivery of written notice from Landlord specifying such failure to perform, or where such default is not capable of being cured within such 30-day period, Tenant shall have failed to commence such cure within such 30-day period and thereafter using best efforts, diligently bring such cure to completion; or
13.1.3	Tenant shall have sublet the Premises or assigned its interest in the Lease in violation of Section 14, whether voluntarily or by operation of law; or
13.1.4	Tenant shall have permitted the sequestration or attachment of, or execution on, or the appointment of a custodian or receiver with respect to, all or any substantial part of the property of Tenant or any property essential to the conduct of Tenant’s business and Tenant shall have failed to obtain a return or release of such property within thirty (30) days thereafter, or prior to sale pursuant to such sequestration, attachment or levy, whichever is earlier; or
13.1.5	Tenant shall have abandoned the Premises; or
13.1.6	The occurrence of the following: (i) the making by Tenant of any general arrangements or assignments for the benefit of creditors; (ii) Tenant becomes a “debtor” as defined in 11 USC Section 101 or any successor statute thereto (unless, in the case of a petition filed against Tenant, the same is dismissed within 30 days); (iii) the appointment of a trustee or receiver to take possession of substantially all of Tenant’s assets located at the Premises or of Tenant’s interest in this Lease, where possession is not restored to Tenant within 30 days; or (iv) the attachment, execution or other judicial seizure of substantially all of Tenant’s assets located at the Premises or of Tenant’s interest in this Lease, where such seizure is not discharged within 30 days; provided, however, in the event that any provision of this Section 13.1.6 is contrary to any applicable Law, such provision shall be of no force or effect; or
13.1.7	Tenant shall have failed to deliver documents required of it pursuant to Section 16.4 or Section 16.6 within the time periods specified therein and shall have failed to deliver such documents to Landlord within five (5) days after Tenant’s receipt of a second written notice from Landlord.
13.2	Landlord’s Remedies: In the event of any default by Tenant, Landlord shall have the following remedies, in addition to all other rights and remedies provided by any Law or otherwise provided in this Lease, to which Landlord may resort cumulatively, or in the alternative:
13.2.1	Landlord may keep this Lease in effect and enforce by an action at law or in equity all of its rights and remedies under this Lease, including (i) the right to recover the Rent

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	and other sums as they become due by appropriate legal action; (ii) the right to make payments required of Tenant or perform Tenant’s obligations and be reimbursed by Tenant for the cost thereof with interest at the Agreed Interest Rate from the date the sum is paid by Landlord until Landlord is reimbursed by Tenant; and (iii) the remedies of injunctive relief and specific performance to compel Tenant to perform its obligations under this Lease. Notwithstanding anything contained in this Lease, in the event of a breach of an obligation by Tenant which results in a threat to health, safety or insurance coverage (as reasonably determined by Landlord), then if Tenant does not cure such breach within 3 days after delivery to it of written notice from Landlord identifying the breach, Landlord may cure the breach of Tenant and be reimbursed by Tenant for the cost thereof with interest at the Agreed Interest Rate from the date the sum is paid by Landlord until Landlord is reimbursed by Tenant.
13.2.2	Landlord may enter the Premises and relet them to third parties for Tenant’s account for any period, whether shorter or longer than the remaining Lease Term. Tenant shall be liable immediately to Landlord for all costs Landlord incurs in reletting the Premises, including, without limitation, brokers’ commissions and expenses of altering and preparing the Premises for reletting. Tenant shall pay to Landlord the Rent and other sums due under this Lease on the date the Rent is due, less the Rent and other sums Landlord received from any reletting. No act by Landlord allowed by this subparagraph shall terminate this Lease unless Landlord notifies Tenant in writing that Landlord elects to terminate this Lease. Notwithstanding any reletting of the Premises by Landlord without termination of this Lease, Landlord may later elect to terminate this Lease because of the default by Tenant.
13.2.3	Landlord may terminate this Lease by giving Tenant written notice of termination, in which event this Lease shall terminate on the date set forth for termination in such notice. Any termination under this Section 13.2.3 shall not relieve Tenant from its obligation to pay sums then due Landlord or from any claim against Tenant for damages or Rent previously accrued or then accruing. In no event shall any one or more of the following actions by Landlord, in the absence of a written election by Landlord to terminate this Lease, constitute a termination of this Lease: (i) appointment of a receiver or keeper in order to protect Landlord’s interest hereunder; (ii) consent to any subletting of the Premises or assignment of this Lease by Tenant, whether pursuant to the provisions hereof or otherwise; or (iii) any other action by Landlord or Landlord’s agents or employees intended to mitigate the adverse effects of any breach of this Lease by Tenant, including without limitation any action taken to maintain and preserve the Premises or any action taken to relet the Premises or any portions thereof to the extent such actions do not affect a termination of Tenant’s right to possession of the Premises.
13.2.4	In the event Tenant breaches this Lease and abandons the Premises, this Lease shall not terminate unless Landlord gives Tenant written notice of its election to so terminate this Lease. No act by or on behalf of Landlord intended to mitigate the adverse effect of such breach, including those described by Section 13.2.3, shall constitute a termination of Tenant’s right to possession unless Landlord gives Tenant written notice of termination.

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13.2.5	In the event Landlord terminates this Lease, Landlord shall be entitled, at Landlord’s election, to damages in an amount as set forth in California Civil Code Section 1951.2 as in effect on the Effective Date. For purposes of computing damages pursuant to California Civil Code Section 1951.2, (i) an interest rate equal to the Agreed Interest Rate shall be used where permitted; and (ii) the term “Rent” includes Monthly Base Rent and Additional Rent. Such damages shall include:
13.2.5.1	The worth at the time of award of the amount by which the unpaid Rent for the balance of the term after the time of award exceeds the amount of such Rental loss that Tenant proves could be reasonably avoided, computed by discounting such amount at the discount rate of the Federal Reserve Bank of San Francisco at the time of award plus one percent (1%); and
13.2.5.2	Any other amount necessary to compensate Landlord for all detriment proximately caused by Tenant’s failure to perform Tenant’s obligations under this Lease, or which in the ordinary course of things would be likely to result therefrom, including, without limitation, the following: (i) expenses for cleaning, repairing or restoring the Premises; (ii) expenses for altering, remodeling or otherwise improving the Premises for the purpose of reletting, including installation of leasehold improvements (whether such installation be funded by a reduction of Rent, direct payment or allowance to a new Tenant, or otherwise); (iii) broker’s fees, advertising costs and other expenses of reletting the Premises; (iv) costs of carrying the Premises, such as taxes, insurance premiums, utilities and security precautions; (v) expenses in retaking possession of the Premises; and (vi) attorneys’ fees and court costs incurred by Landlord in retaking possession of the Premises and in reletting the Premises or otherwise incurred as a result of Tenant’s default.
13.2.5.3	Nothing in this Section 13.2 shall limit Landlord’s right to indemnification from Tenant as provided elsewhere in this Lease, including, without limitation, Section 10.3 and Section 15.2.3 Any notice given by Landlord in order to satisfy the requirements of Section 13.1.1 or Section 13.1.2 above shall also satisfy the notice requirements of California Code of Civil Procedure Section 1161 (or any successor statute thereto) regarding unlawful detainer proceedings.
13.3	Waiver: One party’s consent to or approval of any act by the other party requiring the first party’s consent or approval shall not be deemed to waive or render unnecessary the first party’s consent to or approval of any subsequent similar act by the other party. The receipt by Landlord of any Rent or payment with or without knowledge of the breach of any other provision hereof shall not be deemed a waiver of any such breach unless such waiver is in writing and signed by Landlord. No delay or omission in the exercise of any right or remedy accruing to either party upon any breach by the other party under this Lease shall impair such right or remedy or be construed as a waiver of any such breath theretofore or hereafter occurring. The waiver by either party of any breach of any provision of this Lease shall not be deemed to be a waiver of any subsequent breach of the same or any other provisions herein contained.

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13.4	Limitation on Exercise of Rights: At any time that a default by Tenant has occurred and remains uncured, (i) it shall not be unreasonable for Landlord to deny or withhold any consent or approval requested of it by Tenant which Landlord would otherwise be obligated to give; and (ii) Tenant may not exercise any right to terminate this Lease or other right granted to it by this Lease which would otherwise be available to it.
13.5	Waiver by Tenant of Certain Remedies: Tenant waives the provisions of Sections 1932(1), 1941 and 1942 of the California Civil Code and any similar or successor law regarding Tenant’s right to terminate this Lease or to make repairs and deduct the expenses of such repairs from the Rent due under this Lease. Tenant hereby waives any right of redemption or relief from forfeiture under the laws of the State of California, or under any other present or future law, including the provisions of Sections 1174 and 1179 of the California Code of Civil Procedure.
14.	ASSIGNMENT AND SUBLETTING:
14.1	By Tenant: The following provisions shall apply to any direct or indirect assignment, subletting, change of control or other transfer by Tenant or any subtenant or assignee or other successor in interest of the original Tenant (collectively referred to in this Article as “Tenant”):
14.1.1	Tenant shall not do any of the following (collectively referred to herein as a “Transfer”), whether voluntarily, involuntarily, or by operation of laws, without the prior written consent of Landlord, which consent may not be unreasonably withheld by Landlord: (i) sublet all or any part of the Premises or allow it to be sublet, occupied or used by any person or entity other than Tenant; (ii) assign its interest in this Lease; (iii) transfer any right appurtenant to this Lease or the Premises; (iv) mortgage or encumber the Lease (or otherwise use the Lease as a security device) in any manner; or (v) terminate or materially amend or modify an assignment, sublease, or other transfer that has been previously approved by Landlord. Notwithstanding the foregoing, Tenant may, without the prior written consent of Landlord, (a) assign this Lease to one or more direct or indirect subsidiaries of Tenant’s parent company or (b) assign this Lease to any person, entity or organization that acquires all or substantially all of the assets of Tenant, provided, that written notice of such transaction(s) is provided to Landlord no later than thirty (30) days prior to the consummation of such transaction(s) ((a) and (b) collectively referred to herein as a “Permitted Assignment”). For the avoidance of doubt, the merger of Tenant with any other entity or the transfer of any controlling or managing ownership or beneficial interest in Tenant (as a consequence of a single transaction or a number of multiple transactions), shall not constitute a Transfer hereunder; provided, that written notice of such transaction(s) is provided to Landlord no later than thirty (30) days prior to the consummation of such transaction(s). Tenant shall reimburse Landlord for all reasonable costs and attorneys’ fees incurred by Landlord in connection with the processing and/or documentation of any requested Transfer whether or not Landlord’s consent is granted. Any Transfer so approved by Landlord shall not be effective until Tenant has paid all such costs and attorneys’ fees to Landlord and delivered to Landlord an executed counterpart of the document evidencing the Transfer that (vi) is in form approved by Landlord, (vii) contains the

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	same terms and conditions as stated in Tenant’s notice given to Landlord pursuant to Section 14.1.2 below, and (viii) contains the agreement of the proposed Transferee to assume all obligations of Tenant related to the Transfer arising after the effective date of such Transfer and to remain jointly and severally liable therefor with Tenant. Any attempted Transfer without Landlord’s consent shall constitute a default by Tenant and shall be voidable at Landlord’s option. Landlord’s consent to any one Transfer shall not constitute a waiver of the provisions of Section 14.1 as to any subsequent Transfer nor a consent to any subsequent Transfer. No Transfer, even with the consent of Landlord, shall relieve Tenant of its personal and primary obligation to pay the rent and to perform all of the other obligations to be performed by Tenant hereunder. The acceptance of rent by Landlord from any person shall not be deemed to be a waiver by Landlord of any provision of this Lease nor to be a consent to any Transfer.
14.1.2	Tenant shall give Landlord at least thirty (30) days prior written notice of any desired Transfer and, upon the reasonable request of Landlord, of the proposed terms of such Transfer including but not limited to (i) the name and legal composition of the proposed Transferee; (ii) reasonably adequate financial information regarding the Transferee; (iii) the nature of the proposed Transferee’s business to be carried on in or on the Premises; (iv) current reasonably adequate financial information regarding Tenant; and (v) such other information as may reasonably be requested by Landlord. Tenant shall provide to Landlord such other information as may be reasonably requested by Landlord within 10 days after Landlord’s receipt of such notice from Tenant. Landlord shall respond in writing to Tenant’s request for Landlord’s consent to a Transfer within the later of (vii) thirty (30) days of receipt of such request together with the required accompanying documentation; or (viii) twenty (20) days after Landlord’s receipt of all information which Landlord reasonably requests within ten (10) days after it receives Tenant’s first notice regarding the Transfer in question. If Landlord fails to respond in writing within said period, Landlord will be deemed to have withheld consent to such Transfer. Tenant shall immediately notify Landlord of any modification to the proposed terms of such Transfer.
14.1.3	In the event that Tenant seeks to make any Transfer other than a Permitted Assignment, Landlord shall have the right to terminate this Lease, or in the case of a sublease of less than all of the Premises, terminate this Lease as to that part of the Premises proposed to be sublet, either (i) on the condition that the proposed transferee immediately enter into a direct lease of the Premises with Landlord (or, in the case of a partial sublease, a lease for the portion proposed to be so sublet) on the same terms and conditions contained in Tenant’s notice; or (ii) so that Landlord is thereafter free to Lease the Premises (or, in the case of a partial sublease, the portion proposed to be so sublet) to whomever it pleases on whatever terms are acceptable to Landlord. In the event Landlord elects to so terminate this Lease, then (iii) if such termination is conditioned upon the execution of a lease between Landlord and the proposed transferee, Tenant’s obligations under this Lease shall not be terminated until such transferee executes a new lease with Landlord, enters into possession and commences the payment of rent; and (iv) if Landlord elects simply to terminate this Lease (or, in the case of a partial sublease, terminate this Lease as to the portion to be so sublet), this Lease shall so terminate in its entirety (or as to the space to be so sublet) fifteen (15) days after Landlord has notified

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	Tenant in writing of such election. Upon such termination, Tenant shall be released from any further obligations under this Lease if it is terminated in its entirety, or shall be released from any further obligations under this Lease with respect to the space proposed to be sublet in the case of a proposed partial sublease. In the case of a partial termination of this Lease, the Monthly Base Rent and Tenant’s Share shall be reduced to an amount which bears the same relationship to the original amount thereof as the area of that part of the Premises which remains subject to the Lease bears to the original area of the Premises. Landlord and Tenant shall execute a written cancellation and release with respect to this Lease to effect such termination.
14.1.4	If Landlord consents to a Transfer proposed by Tenant, Tenant may enter into such Transfer, and if Tenant does so, the following shall apply:
14.1.4.1	Tenant shall not be released of its liability for the performance of all of its obligations under the Lease.
14.1.4.2	If Tenant assigns its interest in this Lease, then Tenant shall pay to Landlord ninety percent (90%) of all Subrent received or to be received by Tenant over and above (i) the assignee’s agreement to assume the obligations of Tenant under this Lease; and (ii) all Permitted Transfer Costs related to such assignment. In the case of assignment, the amount of Subrent owed to Landlord shall be paid to Landlord on the same basis, whether periodic or in lump sum, that such Subrent is paid to Tenant by the assignee.
14.1.4.3	If Tenant sublets any part of the Premises, then with respect to the space so subleased, Tenant shall pay to Landlord seventy percent (70%) of the positive difference, if any, between (i) all Subrent paid by the subtenant to Tenant, less (ii) the sum of all Base Monthly Rent and Additional Rent allocable to the space sublet and all Permitted Transfer Costs related to such sublease. Such amount shall be paid to Landlord on the same basis, whether periodic or in lump sum, that such Subrent is paid to Tenant by its subtenant.
14.1.4.4	Tenant’s obligations under this Section 14.1.4 shall survive any Transfer, and Tenant’s failure to perform its obligations hereunder shall be a default by Tenant. At the time Tenant makes any payment to Landlord required by this Section 14.1.4, Tenant shall deliver an itemized statement of the method by which the amount to which Landlord is entitled was calculated, certified by Tenant as true and correct. Landlord shall have the right at reasonable intervals to inspect Tenant’s books and records relating to the payments due hereunder. Upon request therefor, Tenant shall deliver to Landlord copies of all bills, invoices or other documents upon which its calculations are based. Landlord may condition its approval of any Transfer upon obtaining a certification from both Tenant and the proposed transferee of all Subrent and other amounts that are to be paid to Tenant in connection with such Transfer.
14.1.4.5	As used in this Section 14.1.4, the term “Subrent” shall mean any consideration of any kind received, or to be received, by Tenant as a result of the Transfer, if such sums are directly related to Tenant’s interest in this Lease or in the Premises, including, but not limited to, rent payments from or on behalf of the transferee. As used in this

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	Section 14.1.4, the term “Permitted Transfer Costs” shall mean (i) the cost of any tenant improvements constructed or installed in the portion of the Premises proposed to be transferred by Tenant, at its sole cost and expense without any allowance or compensation, whatsoever from Landlord, and which improvements are constructed or installed specifically for the transferee in question as an inducement for the transferee to lease the proposed space, the total amount of which shall be amortized in equal monthly installments over the term of the Transfer; (ii) all reasonable leasing commissions paid to third parties not affiliated with Tenant in order to obtain the Transfer in question; and (iii) all reasonable attorneys’ fees incurred by Tenant with respect to the Transfer in question.
14.2	By Landlord: Landlord and its successors in interest shall have the right to transfer their interest in the Premises or Project at any time and to any person or entity. In the event of any such transfer, the Landlord originally named herein (and in the case of any subsequent transfer, the transferor) from the date of such transfer, (i) shall be automatically relieved, without any further act by any person or entity, of all liability for the performance of the obligations of the Landlord hereunder which may accrue after the date of such transfer, and (ii) shall be relieved of all liability for the performance of the obligations of the Landlord hereunder which have accrued before the date of transfer if its transferee agrees to assume and perform all such obligations of the Landlord hereunder. After the date of any such transfer, the term “Landlord” as used herein shall mean the transferee of such interest in the Premises.
15.	WASTE DISPOSAL AND HAZARDOUS SUBSTANCES: The provisions of this Article 15 are in addition to, and in no way limit or restrict, Tenant’s obligations and Landlord’s rights as set forth elsewhere in this Lease.
15.1	Definitions: For purposes of this Lease, the following terms have the definitions set forth below:
15.1.1	Asbestos: “Asbestos” means fibrous forms of various hydrated minerals, including chrysotile (fibrous serpentine), crocidolite (fibrous riebecktite), amosite (fibrous cummingtonite-grunerite), fibrous tremolite, fibrous actinolite, and fibrous anthophyllite.
15.1.2	Asbestos-Containing Construction Materials: “Asbestos-Containing Construction Materials” means any manufactured construction material, including structural, mechanical, and building material, which contains more than one-tenth of one percent asbestos by weight.
15.1.3	Asbestos-Containing Materials: “Asbestos-Containing Materials” means any material which contains more than one-tenth of one percent asbestos by weight.
15.1.4	Environmental Condition: “Environmental Condition” means the Release on or after the Commencement Date of any Hazardous Substance caused or permitted by Tenant or Tenant’s Agents (other than Contractor under the SLA or its employees, contractors,

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	agents, invitees or assignees) in, over, on, under, through, from, or about the Premises or Property.
15.1.5	Environmental Damages: “Environmental Damages” means all claims, suits, judgments, damages, losses, penalties, fines, sanctions, liabilities, encumbrances, lost profits, consequential damages, interest, remediation costs, investigation costs, court coats liens, fees, costs and expenses of whatever kind or nature, contingent or otherwise, matured or unmatured, foreseeable or unforeseeable, including, without limitation: (i) damages for personal injury, or for injury to property or natural resources occurring on or off the Premises, including, without limitation, interest and penalties, and claims brought by or on behalf of employees of Tenant, with respect to which Tenant waives any immunity to which it may be entitled under any industrial or workers’ compensation laws; (ii) fees and costs incurred for the service of attorneys, consultants, contractors, experts, and laboratories; for the preparation of any feasibility studies or reports; for the performance of any investigation, remediation, removal, abatement, containment, closure, restoration or monitoring work required by any federal, state or local governmental agency or political subdivision; or for making full economic use of the Premises or other property; (iii) liabilities to any third person or governmental agency; and (iv) diminution of the value of the Premises or the Property.
15.1.6	Environmental Laws: “Environmental Laws” means all Laws pertaining to the protection of the environment (including flora, fauna and wildlife) or protection of human or occupational safety or health.
15.1.7	Handle: “Handle” or “Handling” means to generate, produce, use, process, package, treat, store, emit, transport, dispose of, manage, or otherwise handle.
15.1.8	Hazardous Substances: “Hazardous Substances” means any substance or material listed, defined, or regulated by any Environmental Law, including without limitation: (i) any chemical, substance, material, medical waste or other waste, living organism, or combination thereof which is or may be hazardous to the environment or human or animal health or safety due to its radioactivity, ignitability, corrosivity, reactivity, explosivity, toxicity, carcinogenicity, mutagenicity, phytotoxicity, infectiousness or other harmful or potentially harmful properties or effects; (ii) petroleum hydrocarbons, including crude oil or any fraction thereof, Asbestos, Asbestos-Containing Construction Materials, Asbestos-Containing Materials, radon, polychlorinated biphenyls (PCBs), methane; and (iii) anything which now or in the future may be defined, listed, or regulated as “hazardous substances,” “hazardous wastes,” “extremely hazardous wastes,” “hazardous materials,” “toxic substances,” or “pollutants” by any Environmental Law.
15.1.9	Permit: “Permit” means any permit, license, permission, approval, authorization, or entitlement from a governmental or quasi-governmental agency.
15.1.10	Preexisting Hazardous Substances: “Preexisting Hazardous Substances” means Hazardous Substances, if any, existing in, on, under or about the Property on or before the Commencement Date.

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15.1.11	Property: When used in Article 15, “Property” means all land, buildings, roads, parking lots, and improvements that are part of the Project, as now in existence or as developed at any time during the Lease Term, as well as all surface water, subsurface water, soil, or air thereon or thereunder.
15.1.12	Release: “Release” means any accidental or intentional spilling, leaking, pumping, pouring, emitting, discharging, injecting, escaping, leaching, migrating, dumping or disposing in, over, on, under, through, or about the air, land, surface water, ground water, or the environment (including without limitation the abandonment or discarding of receptacles containing any Hazardous Substances), unless and to the extent permitted or authorized by a governmental agency or the SLA. For the purposes of this Section 15, a Release shall not have been “caused” or “permitted’ by Tenant or Tenant’s agents solely because Tenant or Tenant’s Agents are aware that Preexisting Hazardous Substances exist or are migrating passively in, over, on, under, through, from or about the Premises or Property.
15.2	Prohibitions:
15.2.1	Prohibited Conditions and Substances: Tenant has completed and duly executed, and there is attached hereto as Exhibit C attached hereto and made a part hereof, a copy of a questionnaire pertaining to Tenant’s use of Hazardous Substances (the “Hazardous Substances Questionnaire”). Tenant represents and warrants to Landlord that, to the best of Tenant’s knowledge, all information stated in the Hazardous Substances Questionnaire is true and correct as of the Effective Date. Tenant and Tenant’s Agents shall not cause or permit the use, generation, storage, disposal, transportation or release of any Hazardous Substances on, under, in, above, to, or from the Premises except that which is (i) fully described in the Hazardous Substances Questionnaire, (ii) in compliance with Environmental Laws and all applicable Laws and (iii) required for and solely incidental to Tenant’s principal use and operation of the Premises. Tenant may not use at the Premises any Hazardous Substances other than those specified in the Hazardous Substances Questionnaire, or in quantities different from those specified in the Hazardous Substances Questionnaire, unless Tenant obtains Landlord’s prior written consent, which shall not be unreasonably withheld or delayed, to such new use and submits a new Hazardous Substances Questionnaire that accurately describes the new use.
15.2.2	Prohibited Changes in Tenant Operations: Except with the prior written consent of Landlord, which shall not be unreasonably withheld, Tenant shall not change or expand the Premises or its occupancy, use, or activities thereon in any manner that would subject Landlord or Tenant to new or heightened standards or obligations under any Environmental Law, including, without limitation, modifying, changing, or expanding equipment; methods of operation; the type or quantity of any input, throughput, or output (including emissions or effluent); or hours of operation. In the event that any such change proposed by Tenant is reasonably anticipated to result in increased costs of operation to Landlord or require Landlord to obtain new or modified Permit[s] for Landlord’s then current operations at the Property, then Landlord and Tenant will negotiate in good faith, and under no condition will Landlord be required to consent to

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	such change until the parties have reached such agreement concerning, an appropriate reimbursement or payment to Landlord for such increased costs and until Landlord obtains such new or modified Permit.
15.2.3	Prohibition against Releases: Other than in compliance with all applicable Environmental Laws or the SLA, Tenant shall not Release or permit the Release of any Hazardous Substance in, over, on, under, through, from, or about the Premises or Property.
15.3	Compliance With Environmental Law; Cooperations; Sharing of Costs:
15.3.1	Tenant, at its sole cost, shall comply with all Environmental Laws, Rules and Regulations, and Permits applicable to Tenant’s occupancy, use, or activities at the Premises. Tenant shall notify Landlord of, and allow Landlord an opportunity to participate in, all meetings with governmental agencies concerning the occupancy, use, or activities of Tenant or Tenant’s Agents at the Premises. Tenant, at its sole cost, shall be responsible for obtaining and maintaining all Permits necessary for Tenant’s occupancy, use, or activities on or about the Premises, except as set forth in the SLA. Nothing in this paragraph shall compromise or limit Agilent Technologies, Inc.’s obligations pursuant to any other agreement with Tenant, including without limitation the Asset Purchase Agreement between Agilent Technologies, Inc. and Argos Acquisitions Pte. Ltd. dated August 14, 2005.
15.3.2	Tenant shall cooperate with Landlord in Landlord’s efforts to comply with Environmental Laws, including, without limitation, (i) allowing Landlord full access (with reasonable notice from Landlord) to the Premises, (ii) complying with all notice requirements set forth in Section 15.5 of this Lease, and (iii) assisting Landlord in conducting investigations on the Premises. Tenant shall cooperate with Landlord in Landlord’s efforts to obtain, maintain, transfer, modify, or renew any Permits.
15.4	Waste:
15.4.1	Tenant shall store any waste it generates which is not a Hazardous Substance either inside the Premises or outside the Premises in trash enclosures that are designated by Landlord for such storage.
15.4.2	Other than as provided for in the SLA, Tenant shall dispose of all waste that is or may be a Hazardous Substance at appropriate off-site locations. Other than as provided in the SLA, Tenant shall not dispose of anything that is or may be a Hazardous Substance in, on, over, above, under, or about the Premises or the Property. If Landlord reasonably suspects that any waste generated or permitted to be generated by Tenant at the Premises is a Hazardous Substance, or that an Environmental Condition exists on or about the Premises then, upon Landlord’s request, Tenant shall conduct reasonable sampling and analysis, and provide Landlord with a copy of the results of such activities.

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15.5	Notifications:
15.5.1	Tenant shall keep Landlord informed of all environmental matters affecting Tenant’s occupancy, use, or activities at or about the Premises. This duty includes, without limitation, the following: (i) Tenant promptly shall give Landlord copies of any operating, emergency, contingency, closure or other plans, procedures, monitoring data, information, hazardous waste manifests, and documents which Tenant is required to prepare pursuant to any applicable Environmental Laws; (ii) Tenant shall promptly provide Landlord with a copy of any document that it submits to any government agency pertaining to environmental matters at the Premises or the Project; (iii) Tenant shall promptly provide Landlord with a copy of any letters, reports, notices, documents or information it receives concerning environmental matters at the Premises or the Project; and (iv) Tenant shall promptly provide Landlord with information reasonably requested by Landlord concerning environmental matters at the Premises or the Project.
15.5.2	Tenant shall give the Landlord written notice of: (i) any investigation, inspection, enforcement, remediation, or other regulatory action or order taken, issued or threatened in connection with its occupancy, use or activities on or about the Premises or the Project; (ii) any claims made or threatened by any third party against either of them, or any report, notice or complaint filed or threatened to be filed with any government agency, in connection with their occupancy, use or activities on or about the Premises or the Project; (iii) any Release of Hazardous Substances in, over, on, under, through, from, or about the Premises or the Project, or the discovery by either of them of any Environmental Condition; and (iv) all incidents or matters with respect to the Premises or the Project as to which they are required to give notice to any governmental or quasi-governmental entity pursuant to any Environmental Law.
15.6	Remediation:
15.6.1	Environmental Condition: Subject to Section 15.6.4 hereof, in the event an Environmental Condition exists or occurs on or about the Premises, Tenant (or Tenant’s contractor) shall promptly undertake and diligently complete, at Tenant’s sole cost, and in compliance with this Lease and Environmental Laws, all investigative, corrective, and remedial measures required under Environmental Laws. Such measures shall include, without limitation, removal and proper disposal of the Hazardous Substance and restoration of all land, improvements and other affected areas whether on or off the Premises or the Property.
15.6.2	Landlord’s Approval: Unless an emergency situation exists that requires immediate action (including, without limit, a deadline established by a government agency which would prevent Tenant’s compliance with this Section 15.6), Tenant shall obtain Landlord’s prior written approval, which shall not be unreasonably withheld, of all investigation, corrective, or remedial measures contemplated by Tenant. Tenant shall provide Landlord with at least three business days’ advance notice of any proposed sampling and, if Landlord requests, Tenant shall split samples with Landlord. Tenant also shall promptly provide Landlord with the results of any test, investigation or inquiry conducted by or on behalf of Tenant in connection with an Environmental Condition. Tenant shall provide Landlord with reasonable advance notice, and Landlord shall have the right (but not the obligation) to participate in all oral or written

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	communications with government entities concerning Environmental Conditions on or about the Premises or the Project.
15.6.3	Landlord’s Right to Act: If Tenant fails to comply with this Section 15.6, and such failure continues for more than 24 hours after delivery of written notice from Landlord or a government agency of the actual or potential Environmental Condition (or fails to comply immediately after written or oral request from Tenant in the event such failure poses an imminent danger to safety of persons or damage to property), Landlord shall have the right (but not the obligation), in its sole discretion and without limiting any other remedy which may be available to Landlord under this Lease, at law or in equity, to respond to the Environmental Condition in any manner it may deem appropriate, pursuant to Section 15.8.
15.6.4	Preexisting Hazardous Substances: Notwithstanding the foregoing or anything to the contrary in this Lease, Tenant shall not be liable for, and Landlord expressly releases Tenant and Tenant’s parents, subsidiaries, corporate affiliates, successors and assigns, contractors, subcontractors, agents and representatives and their representative officers, directors, shareholders and employees from any and all Environmental Damages to the extent arising, directly or indirectly, out of or in connection with any Preexisting Hazardous Substances, except to the extent that any Preexisting Hazardous Substances are exacerbated by the activities of Tenant or any of Tenant’s Agents. Preexisting Hazardous Substances shall not be deemed exacerbated by the activities of Tenant or any of Tenant’s Agents solely because Tenant or Tenant’s Agents are aware that Preexisting Hazardous Substances exist or are migrating passively in, over, on, under, through, from or about the Premises or Property. The provisions of this paragraph are in addition, and do not modify in any way, Agilent Technologies, Inc.’s obligations pursuant to any other agreement with Tenant, including without limitation the Asset Purchase Agreement between Agilent Technologies, Inc. and Argos Acquisitions Pte. Ltd. dated August 14, 2005. Landlord specifically waives the benefit and protection of law that restricts the release of any unknown claims that the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with debtor.
15.7	Condition on Expiration or Termination: Prior to the expiration or termination of the Lease in accordance with this subsection, Tenant shall remove and properly dispose of any Hazardous Substances that have come to be located on or about the Premises as a result of Tenant’s occupancy, use and activities on or about the Premises or the Project, and Tenant shall restore the Premises and other affected areas to the same or better condition, character and quality as before Tenant’s occupancy, ordinary wear and tear excepted.
15.8	Landlord’s Rights: If Tenant fails to comply with any provision of this Article 15 or elsewhere in this Lease, Landlord shall have the right (but not the obligation) to effect such compliance, in its sole discretion and without limiting any other remedy which may be available to Landlord under this Lease, at law or in equity. In such event, Landlord shall have sole discretion in connection with the manner and timing of such performance, and shall have no responsibility to minimize the cost or legal exposure of

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	Tenant or the inconvenience or other impacts to Tenant resulting therefrom, and the cost thereof shall be paid by Tenant to Landlord, within ten (10) days after delivery of Landlord’s invoice, for any amount incurred or expended by Landlord in connection with such performance (including fees and costs incurred for the services of attorneys, consultants, and experts), together with interest at the Agreed Interest Rate from the date of expenditure until such amount is paid in full to Landlord.
15.9	Tenant’s Release and Indemnification of Landlord:
15.9.1	Subject to Section 15.6.4 hereof, Tenant expressly releases Landlord and Landlord’s parents, subsidiaries, corporate affiliates, successors and assigns, contractors, subcontractors, agents, and representatives, and their representative officers, directors, shareholders, and employees from, and who shall not be liable for, any and all Environmental Damages to the extent arising directly or indirectly out of or in connection with any Environmental Conditions at the Premises or Property. Tenant specifically waives the benefit and protection of law that limits that restricts the release of any unknown claims that the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with debtor.
15.9.2	Tenant shall not suffer any lien to be recorded against the Premises or the Project as a consequence of the Release of any Hazardous Substances in, over, on, under, through, from, or about the Premises caused or permitted by Tenant or of the existence of any Environmental Condition caused by Tenant or Tenant’s Agent, including, without limitation, any state, federal, or local “superfund” lien related to the removal or remediation of any Hazardous Substances by or on behalf of Tenant on or about the Premises or the Property.
15.9.3	In addition to, and without limiting the scope of, any other indemnities provided by Tenant to Landlord under this Lease or any Laws, Tenant shall indemnify, protect, defend upon demand with counsel reasonably acceptable to Landlord, and hold harmless Landlord and Landlord’s parents, subsidiaries, corporate affiliates, successors and assigns, contractors, subcontractors, agents, representatives, and their respective officers, directors, shareholders, and employees against and from all Environmental Damages to the extent arising directly or indirectly out of or in connection with any of the following as it relates to the Premises or the Project: any Environmental Condition, or the breach of the SLA, or any requirement of Article 15 of this Lease by Tenant or Tenant’s Agents.
15.10	No Shift of Liability: Landlord’s exercise or failure to exercise the rights granted in this Article 15 shall not in any way shift responsibility for Hazardous Substances or compliance with Environmental Laws from Tenant to Landlord, nor impose any liability on Landlord.
15.11	Survival: The obligations of Tenant under this Article 15 shall survive expiration or earlier termination of this Lease, and any conveyance by Landlord of its interest in the Premises, and shall continue in full force and effect.

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15.12	Underground Storage Tanks: Except with the prior written consent of Landlord, which consent may be withheld by Landlord in its sole and absolute discretion, Tenant shall not: (1) install, use, operate or otherwise manage any underground storage tanks, whether for Hazardous Substances or for any other substance or material, on or about the Premises or on the Property , or (2) use, operate, modify or otherwise manage any existing underground storage tanks, whether for Hazardous Substances or for any other substance or material that may be located at the Premises or the Property; provided, however, that to the extent required by Environmental Law, the Tenant may, with the written consent of the Landlord, which shall not be unreasonably withheld, close any such underground storage tank. Landlord hereby consents as part of this Lease for Tenant to continue using any underground storage tanks in substantially the same manner as such tanks were being used immediately prior to the Commencement Date hereof and as consistent with the SLA.
15.13	Aboveground Storage Tanks: Except with the prior written consent of Landlord, which consent shall not be unreasonably withheld, Tenant shall not (1) install, use, operate, close or otherwise manage any aboveground storage tanks on the Premises, whether for Hazardous Substances or for any other substance or material; or (2) use, operate, modify, close or otherwise manage any existing aboveground storage tanks, whether for Hazardous Substances or for any other substance or material, that may be located on or about the Premises or the Property. Landlord hereby consents as part of this Lease for Tenant to continue using any aboveground storage tanks in substantially the same manner as such tanks were being used immediately prior to the Commencement Date hereof and as consistent with the SLA, and to use such tanks as are currently being constructed and as consistent with the SLA.
15.14	Hazardous Substances Storage Permit: Other than permits to be obtained or provided by Contractor under the SLA, Tenant, at its sole cost, Tenant shall obtain and maintain any Permits required by Environmental Laws for Tenant’s Handling of Hazardous Substances in connection with its occupancy, use or activities at the Premises. Tenant shall cooperate with Landlord in complying with any Permits that Landlord may obtain for the Handling of Hazardous Substances in connection with Landlord’s occupancy, use, or activities at the Premises. Nothing in this paragraph shall compromise or limit Agilent Technologies, Inc.’s obligations pursuant to any other agreement with Tenant, including without limitation, the Asset Purchase Agreement between Agilent Technologies, Inc. and Argos Acquisition Pte. Ltd. dated August 15, 2005.
15.15	Intentionally Omitted
15.16	Emergency Response: At its sole cost and expense (other than to the extent such services are to be obtained or provided by Contractor under the SLA), Tenant shall comply with all applicable Environmental Laws pertaining to emergency preparedness and emergency responses in connection with its occupancy, use or activities at the Premises, including, without limitation, the preparation of contingency plans and emergency response plans applicable to the actual or potential Release of Hazardous Substances. Tenant shall comply with Environmental Laws pertaining to emergency

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	preparedness and emergency responses in connection with their occupancy, use, and activities at the Premises.
16.	GENERAL PROVISIONS:
16.1	Landlord’s Right to Enter: Landlord and its Agents may enter the Premises at any reasonable time and upon prior notice (except in the case of (vii) below), for the purpose of (i) inspecting the same, including, without limitation, auditing the Premises for compliance with Environmental Laws and any other applicable Laws, (ii) posting notices of non-responsibility, (iii) showing the Premises to prospective purchasers, mortgagees or tenants, (iv) making necessary alterations, additions, or repairs, (v) performing Tenant’s obligation when Tenant has failed to do so after written notice from Landlord, (vi) placing upon the Premises ordinary “for lease” or “for sale” signs, and/or (vii) in case of an emergency. For each of the aforesaid purposes, Landlord may enter the Premises by means of a master key, and Landlord may use any and all means it may deem necessary and proper to open the doors of the Premises in an emergency. Any entry into the Premises or portions thereof obtained by Landlord by any of said means, or otherwise, shall not under any circumstances be construed or deemed to be a forcible or unlawful entry into, or a detainer of, the Premises, or an eviction, actual or constructive, of Tenant from the Premises or any portion thereof. Tenant shall have the right to accompany Landlord during any such entry and Landlord shall use all reasonable efforts to schedule such entry to minimize disruption to Tenant, and to avoid interfering with Tenant’s use of the Premises during such entry.
16.2	Surrender of the Premises: Upon the expiration or sooner termination of this Lease, Tenant shall vacate and surrender the Premises to Landlord in the same condition as existed at the Commencement Date, except Tenant shall remove any or all of (i) its personal property, (ii) Trade Fixtures, and (iii) Leasehold Improvements, and repair all damage to the Premises caused by such removal. If such removal and other surrender obligations are not completed before the expiration or termination of the Lease Term, Landlord shall have the right (but no obligation) to perform such obligations, and Tenant shall pay Landlord on demand for all costs (including removal and storage) incurred by Landlord in connection therewith, plus interest on all such costs incurred at the Agreed Interest Rate. Landlord shall also have the right to retain or dispose of all or any portion of Tenant’s personal property or Trade Fixtures if Tenant does not pay all such costs and retrieve the property within ten (10) days after notice from Landlord (in which event title to all such property described in Landlord’s notice shall be transferred to and vest in Landlord). Tenant waives all claims, demands and causes of action against Landlord for any damage or loss to Tenant resulting from Landlord’s removal, storage, retention, or disposition of any such property. Upon expiration or termination of this Lease or of Tenant’s possession, whichever is earliest, Tenant shall surrender all keys to the Premises or any other part of the Premises and shall deliver to Landlord all keys for or make known to Landlord the combination of locks on all safes, cabinets and vaults that may be located in the Premises. Tenant’s obligations under this Section shall survive the expiration or termination of this Lease.

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16.3	Holding Over: If Tenant holds over the Premises or any part thereof after expiration of the Lease Term, such holding over shall be considered to be at sufferance only, at a Monthly Base Rent equal to one hundred fifty percent (150%) of the Monthly Base Rent in effect immediately prior to such holding over and shall otherwise be on all the other terms and conditions of this Lease. This paragraph shall not be construed as Landlord’s permission for Tenant to hold over. Acceptance of Rent by Landlord following expiration or termination shall not constitute a renewal of this Lease or extension of the Lease Term except as specifically set forth above.
16.4	Subordination: The following provisions shall govern the relationship of this Lease to any underlying lease, mortgage or deed of trust which now or hereafter affects the Premises, and any renewal, modification, consolidation, replacement or extension thereof (collectively “Security Instruments”), which have bear or may hereafter be executed affecting the Premises or Project, provided, that with respect to any Security Instrument entered into after the date hereof, the party secured by such Security Instrument shall have executed and delivered to Tenant a subordination, non-disturbance and attornment agreement on such party’s standard form with such modifications thereto as are reasonably requested by Tenant.
16.4.1	This Lease is subject and subordinate to all Security Instruments existing as of the Effective Date. However, if any Lender so requires, this Lease shall become prior and superior to any such Security Instruments.
16.4.2	At Landlord’s election, this Lease shall become subject and subordinate to any Security Instruments created after the Effective Date.
16.4.3	Tenant shall execute any document or instrument required by Landlord or any Lender to make this Lease either prior or subordinate to any of the Security Instruments, which may include such other matters as the Lender customarily requires in connection with such agreements, including provisions that the Lender not be liable for any defaults on the part of Landlord occurring prior to the time the Lender takes possession of the Premises in connection with the enforcement of its Security Instrument. Tenant’s failure to execute any such document or instrument within ten (10) days after written demand therefor shall constitute a default by Tenant.
16.5	Lender Protection and Attornment: In the event of any default on the part of the Landlord, Tenant will give notice by registered mail to any Lender whose name, if any, has been provided to Tenant and shall offer Lender a reasonable opportunity to cure the default, including time to obtain possession of the Premises by power of sale or judicial foreclosure or other appropriate legal proceedings, if such should prove necessary to effect a cure. Tenant shall attorn to any purchaser of the Premises or Project at any foreclosure sale or private sale conducted pursuant to any Security Instrument encumbering the Premises or Project, or to any grantee or transferee designated in any deed given in lieu of foreclosure.
16.6	Estoppel Certificates and Financial Statements: At all times during the Lease Term, Tenant agrees, within ten (10) business days after any request by Landlord, promptly to

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	execute and deliver to Landlord an estoppel certificate, (i) certifying that this Lease is unmodified and in full force and effect, or if modified, stating the nature of such modification and certifying that this Lease, as so modified, is in full force and effect, (ii) stating the date to which the rent and other charges are paid in advance, if any, (iii) acknowledging that there are not, to Tenant’s knowledge, any uncured defaults on the part of Landlord hereunder, or if there are uncured defaults, stating the nature of such uncured defaults, and (iv) certifying such other information about the Lease as may be reasonably required by Landlord. Tenant’s failure to deliver an estoppel certificate within ten (10) days after delivery of Landlord’s request therefore shall be a conclusive admission by Tenant that, as of the date of the request for such statement, (v) this Lease is unmodified except as may be represented by Landlord in said request and is in full force and effect, (vi) to Tenant’s knowledge, there are no uncured defaults in Landlord’s performance, and (vii) no rent has been paid more than thirty (30) days in advance. At any time during the Lease Term but solely in connection with any sale or financing of the Project, Tenant shall, upon ten (10) business days’ prior written notice from Landlord, provide Tenant’s or Tenant’s parent company’s most recent financial information that is publicly available of otherwise generally provided by Tenant to its creditors to any Lender or to any buyer of Landlord’s interest in the Premises.
16.7	Force Majeure: Any prevention, delay, or stoppage due to strikes, lockouts, inclement weather, labor disputes, inability to obtain labor, materials, fuels or reasonable substitutes therefor, governmental restrictions, regulations, controls, action or inaction, civil commotion, fire or other acts of God, and other causes beyond the reasonable control of either party to perform shall excuse the performance by either party, for a period equal to the period of any said prevention, delay, or stoppage, of any obligation hereunder, provided that Tenant shall not be so excused from any of its monetary obligations hereunder except as otherwise set forth herein.
16.8	Notices: Any notice required or desired to be given regarding this Lease shall be in writing and shall be personally served, or in lieu of personal service may be given by mail or by nationally recognized overnight courier at the addresses for the parties set forth in the “Lease Summary” to this Lease (or such other addresses as may be specified by a party hereto giving notice of same to the other party in accordance with this Section). Personally served notices shall be deemed to have been given when received by the party, if served by mail, such notice shall be deemed to have been given (i) on the third business day after mailing to the party if such notice was deposited in the United States mail, certified and postage prepaid, addressed to the party to be served at the address set forth in the preceding sentence, and (ii) in all other cases when actually received.
16.9	Corporate Authority: (a) Each individual executing this Lease on behalf of Tenant is duly authorized to execute and deliver this Lease on behalf of said corporation in accordance with the bylaws of said corporation. This Lease is binding upon Tenant in accordance with its terms. Tenant is a duly authorized and existing corporation qualified to do business in the State in which the Property is located and that the corporation has full right and authority to enter into this Lease. (b) Each individual executing this Lease on behalf of Landlord is duly authorized to execute and deliver this

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	Lease on behalf of said corporation in accordance with the bylaws of said corporation. This Lease is binding upon Landlord in accordance with its terms. Landlord is a duly authorized and existing corporation qualified to do business in the State in which the Property is located and that the corporation has full right and authority to enter into this Lease.
16.10	Miscellaneous: Should any provisions of this Lease prove to be invalid or illegal, such invalidity or illegality shall in no way affect, impair or invalidate any other provision hereof, and such remaining provisions shall remain in full force and effect, to the extent permitted by law. Time is of the essence with respect to the performance of every provision of this Lease in which time of performance is a factor. The captions used in this Lease are for convenience only and shall not be considered in the construction or interpretation of any provision hereof. Any executed copy of this Lease shall be deemed an original for all purposes. This Lease shall, subject to the provisions regarding assignment, apply to and bind the respective heirs, successors, executors, administrators and assigns of Landlord and Tenant. “Party” shall mean Landlord or Tenant, as the context implies. If Tenant consists of more than one person or entity, then all members of Tenant shall be jointly and severally liable hereunder. Nothing in this Section or this Lease is intended to confer personal liability upon the officers or shareholders of Tenant. This Lease shall be construed and enforced in accordance with the laws of the State of California. The language in all parts of this Lease shall in all cases be construed as a whole according to its fair meaning, and not strictly for or against either Landlord or Tenant. When the context of this Lease requires, the neuter gender includes the masculine, the feminine, a partnership or corporation or joint venture, and the singular includes the plural. When a party is required to do something by this Lease, it shall do so at its sole cost and expense without right of reimbursement from the other party unless specific provision is made therefor. All measurements of gross leasable area shall be made from the outside faces of exterior walls and the centerline of joint partitions. Landlord makes no covenant or warranty as to the exact square footage of any area. Where Tenant is obligated not to perform any act, Tenant is also obligated to restrain any others within its control from performing said act, including agents, invitees, contractors, subcontractors and employees. Landlord shall not become or be deemed a partner nor a joint venturer with Tenant by reason of the provisions of this Lease.
16.11	Brokerage Commissions: Tenant warrants that is has not had any dealings with any real estate brokers, leasing agents, salesmen, or incurred any obligations for the payment of real estate brokerage commissions or finder’s fees which would be earned or due and payable by reason of the execution of this Lease.
16.12	Consents and Approvals: Wherever the consent, approval, judgment or determination of Landlord is required or permitted under this Lease, Landlord may exercise its good faith business judgment in granting or withholding such consent or approval or in making such judgment or determination without reference to any extrinsic standard of reasonableness, unless the provision providing for such consent, approval, judgment or determination specifies that Landlord’s consent or approval is not to be unreasonably withheld, or that such judgment or determination is to be reasonable, or otherwise

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	specifies the standards under which Landlord may withhold its consent. Notwithstanding anything to the contrary contained in this Lease, if it is determined that Landlord failed to give its consent where it was required to do so under this Lease, Tenant shall be entitled to specific performance but not to monetary damages for such failure. The review and/or approval by Landlord of any item to be reviewed or approved by Landlord under the terms of this Lease or any Exhibits hereto shall not impose upon Landlord any liability for accuracy or sufficiency of any such item or the quality or suitability of such item for its intended use. Any such review or approval is for the sole purpose of protecting Landlord’s interest in the Premises under this Lease, and no third parties, including Tenant, its agents, employees, contractors, invitees or any person or entity claiming by, through or under Tenant, shall have any rights hereunder.
16.13	Termination by Exercise of Right: If this Lease is terminated pursuant to its terms by the proper exercise of a right to terminate specifically granted to Landlord or Tenant by this Lease, then this Lease shall terminate thirty (30) days after the date the right to terminate is properly exercised (unless another date is specified in that part of the Lease creating the right, in which event the date so specified for termination shall prevail), the rent and all other charges due hereunder shall be prorated as of the date of termination, and neither Landlord nor Tenant shall have any further rights or obligations under this Lease except for those that have accrued prior to the date of termination or those obligations which this Lease specifically provides are to survive termination. This Section does not apply to a termination of this Lease by Landlord as a result of a default by Tenant.
16.14	Entire Agreement: This Lease, the Building 91 Lease and the SLA constitute the entire agreement between the parties with respect to the subject matter of this Lease, and there are no binding agreements or representations between the parties except as expressed herein, in the Building 91 Lease or in the SLA. Tenant acknowledges that neither Landlord nor Landlord’s agent(s) has made any representation or warranty as to (i) whether the Premises may be used for Tenant’s intended use under existing Law or (ii) the suitability of the Premises for the conduct of Tenant’s business or the condition of any improvements located thereon. Tenant expressly waives all claims for damage by reason of any statement, representation, warranty, promise or other agreement of Landlord or Landlord’s agent(s), if any, with respect to this Lease that are not contained in this Lease or in any addendum or amendment hereto or the SLA. No subsequent change or addition to this Lease shall be binding unless in writing and signed by the parties hereto. To the extent there is any inconsistency between the terms and provisions of this Lease and the terms and provisions of that certain Asset Purchase Agreement dated as of August 14, 2005 by and between Agilent Technologies, Inc. and Argos Acquisition Pte. Ltd , the terms and provisions of this Lease shall control, but only with respect to the use and operation of the Premises. To the extent there is any inconsistency between the terms and provisions of this Lease and the terms and provisions of the SLA, as between Landlord and Tenant, the terms and previsions of this Lease shall control.

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16.15 Service Level Agreement: In the event that the SLA is terminated in accordance with its terms prior to the end of the Term hereof for any reason (including without limitation pursuant to Section 4 of the SLA or the repudiation or rejection of the SLA whether in bankruptcy or similar proceeding or otherwise), Landlord shall have the option to either (i) immediately and continuously provide (or arrange for the provision of) through the Term of this Lease all services provided to Tenant pursuant to the SLA, on the terms of the SLA as though Landlord were “Contractor” thereunder, and as though the SLA had not been terminated during the Term hereof, or (ii) terminate this Lease by giving at least ten (10) days prior written notice to Tenant.

[Signature page follows]

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     IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease with the intent to be legally bound thereby, to be effective as of the Effective Date of this Lease.

LANDLORD:		TENANT:
AGILENT TECHNOLOGIES, INC.,		AVAGO TECHNOLOGIES U.S. INC.,
a Delaware corporation		a Delaware corporation
By:	/s/ Marie Oh Huber	By:	/s/ Kenneth Y. Hao
Printed Name: Marie Oh Huber		Printed Name: Kenneth Y. Hao
Title: Vice President, Assistant Secretary and Assistant General Counsel		Title: Vice President and Secretary
Date: December 1, 2005		Date: December 1, 2005

EX-10.11

Exhibit-10.11

$975,000,000

CREDIT AGREEMENT

Dated as of December 1, 2005

among

AVAGO TECHNOLOGIES FINANCE PTE. LTD.,
AVAGO TECHNOLOGIES FINANCE S.À.R.L.,
AVAGO TECHNOLOGIES (MALAYSIA) SDN. BHD. (f/k/a Jumbo Portfolio Sdn. Bhd.),
AVAGO TECHNOLOGIES WIRELESS (U.S.A.) MANUFACTURING INC.,
AVAGO TECHNOLOGIES U.S. INC.

as Borrowers

AVAGO TECHNOLOGIES HOLDING PTE. LTD.

as Holdings

and

The Several Lenders
from Time to Time Parties Hereto

CITICORP INTERNATIONAL LIMITED (HONG KONG),
as Asian Administrative Agent

CITICORP NORTH AMERICA, INC.,
as Tranche B-1 Term Loan Administrative Agent and as Collateral Agent

CITIGROUP GLOBAL MARKETS INC.,
as Joint Lead Arranger and Joint Lead Bookrunner

LEHMAN BROTHERS INC.,
as Joint Lead Arranger, Joint Lead Bookrunner and Syndication Agent

CREDIT SUISSE,
as Documentation Agent

Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, New York 10153-0119

TABLE OF CONTENTS

		Page
SECTION 1.	Definitions		3
1.1	Defined Terms		3
1.2	Exchange Rates		59
1.3	Business		60
SECTION 2.	Amount and Terms of Credit		60
2.1	Commitments		60
2.2	Minimum Amount of Each Borrowing; Maximum Number of Borrowings		66
2.3	Notice of Borrowing		66
2.4	Disbursement of Funds		70
2.5	Repayment of Loans; Evidence of Debt		71
2.6	Conversions and Continuations		73
2.7	Pro Rata Borrowings		75
2.8	Interest		76
2.9	Interest Periods		77
2.10	Increased Costs, Illegality, etc		78
2.11	Compensation		80
2.12	Change of Lending Office		81
2.13	Notice of Certain Costs		81
2.14	Incremental Facilities		81
2.15	Conversion of Malaysian Revolving Credit Facility		83
SECTION 3.	Letters of Credit		84
3.1	Letters of Credit		84
3.2	Letter of Credit Requests		85
3.3	Letter of Credit Participations		86
3.4	Agreement to Relay Letter of Credit Drawings		88
3.5	Increased Costs		89
3.6	Successor Letter of Credit Issuer		90
SECTION 4.	Fees; Commitments		90
4.1	Fees		90

i

TABLE OF CONTENTS
(continued)

		Page
4.2	Voluntary Reduction of Revolving Credit Commitments		92
4.3	Mandatory Termination of Commitments		93
SECTION 5.	Payments		93
5.1	Voluntary Prepayments		93
5.2	Mandatory Prepayments		94
5.3	Method and Place of Payment		99
5.4	Net Payments		99
5.5	Computations of Interest and Fees		102
5.6	Limit on Rate of Interest		102
SECTION 6.	Conditions Precedent to Initial Borrowing		103
6.1	Credit Documents		103
6.2	Collateral		103
6.3	Legal Opinions		104
6.4	No Default		104
6.5	Senior Notes		104
6.6	Equity Investments		104
6.7	Closing Certificates		104
6.8	Corporate Proceedings of Each Credit Party		104
6.9	Corporate Documents		105
6.10	Fees		105
6.11	Representations and Warranties		105
6.12	Related Agreements		105
6.13	Solvency Certificate		105
6.14	Financial Statements		105
6.15	Acquisition		105
6.16	Insurance		105
6.17	Consolidated Total Debt to Adjusted EBITDA		106
6.18	Pro Forma Financial Statements; Projections		106

ii

TABLE OF CONTENTS
(continued)

		Page
SECTION 7.	Conditions Precedent to All Credit Events and Tranche B-2 Term Loan Borrowing		106
7.1	No Default; Representations and Warranties		106
7.2	Notice of Borrowing; Letter of Credit Request		106
7.3	Tranche B-2 Term Loan Borrowing		107
7.4	Malaysian U.S. Dollar Loans		107
SECTION 8.	Representations, Warranties and Agreements		108
8.1	Corporate Status		108
8.2	Corporate Power and Authority		108
8.3	No Violation		108
8.4	Litigation		108
8.5	Margin Regulations		109
8.6	Governmental Approvals		109
8.7	Investment Company Act		109
8.8	True and Complete Disclosure		109
8.9	Financial Condition; Financial Statements		109
8.10	Tax Returns and Payments		110
8.11	Compliance with ERISA		110
8.12	Subsidiaries		111
8.13	Intellectual Property, etc		111
8.14	Environmental Laws		111
8.15	Properties		111
8.16	Solvency		112
8.17	Public Utility Holding Company Act		112
SECTION 9.	Affirmative Covenants		112
9.1	Information Covenants		112
9.2	Books, Records and Inspections		115
9.3	Maintenance of Insurance		116
9.4	Payment of Taxes		116
9.5	Consolidated Corporate Franchises		116

iii

TABLE OF CONTENTS
(continued)

		Page
9.6	Compliance with Statutes, Regulations, etc		116
9.7	ERISA		116
9.8	Maintenance of Properties		117
9.9	Transactions with Affiliates		117
9.10	End of Fiscal Years; Fiscal Quarters		118
9.11	Additional Guarantors and Grantors		118
9.12	Pledges of Additional Stock and Evidence of Indebtedness		118
9.13	Use of Proceeds		119
9.14	Further Assurances		119
9.15	Maintenance of Rating of Facilities		120
SECTION 10.	Negative Covenants		120
10.1	Limitation on Indebtedness		120
10.2	Limitation on Liens		123
10.3	Limitation on Fundamental Changes		124
10.4	Limitation on Sale of Assets		126
10.5	Limitation on Investments		128
10.6	Limitation on Dividends		130
10.7	Limitations on Debt Payments and Amendments		132
10.8	Limitations on Sale Leasebacks		133
10.9	Consolidated Total Senior Secured Debt to Adjusted EBITDA Ratio		133
10.10	Capital Expenditures		134
10.11	Changes in Business		134
10.12	Limitation on Activities of Holdings		135
10.13	Limitation on Activities of the Lux Borrower		135
SECTION 11.	Events of Default		135
11.1	Payments		135
11.2	Representations, etc		136
11.3	Covenants		136
11.4	Default Under Other Agreements		136

iv

TABLE OF CONTENTS
(continued)

		Page
11.5	Bankruptcy		136
11.6	ERISA		137
11.7	Guarantee		137
11.8	Pledge Agreements		138
11.9	Security Agreement		138
11.10	Mortgages		138
11.11	Judgments		138
11.12	Change of Control		139
11.13	Investors’ Right to Cure		139
SECTION 12.	The Agents		140
12.1	Appointment		140
12.2	Delegation of Duties		141
12.3	Exculpatory Provisions		141
12.4	Reliance by Agents		142
12.5	Notice of Default		142
12.6	Non-Reliance on Administrative Agents, Collateral Agent and Other Lenders		143
12.7	Indemnification		143
12.8	Administrative Agent in its Individual Capacity		144
12.9	Successor Agents		144
12.10	Withholding Tax		145
12.11	Security Documents		145
SECTION 13.	Miscellaneous		146
13.1	Amendments and Waivers		146
13.2	Notices		147
13.3	No Waiver; Cumulative Remedies		148
13.4	Survival of Representations and Warranties		148
13.5	Payment of Expenses and Taxes		148
13.6	Successors and Assign; Participations and Assignments		149
13.7	Replacements of Lenders under Certain Circumstances		155

v

TABLE OF CONTENTS
(continued)

		Page
13.8	Adjustments; Set-off		156
13.9	Counterparts		156
13.10	Severability		156
13.11	Integration		157
13.12	Waiver of Judicial Bond		157
13.13	Waiver of Immunity		157
13.14	Currency of Payment		157
13.15	GOVERNING LAW		158
13.16	Submission to Jurisdiction; Waivers; Service of Process		158
13.17	Acknowledgments		159
13.18	WAIVERS OF JURY TRIAL		159
13.19	Confidentiality		160
13.20	Citigroup Direct Website Communications		160
13.21	USA PATRIOT Act		161
13.22	Stamp Act, 1949 of Malaysia		161

vi

SCHEDULES
Schedule 1.1(a)	Applicable Lending Office and Addresses for Notice
Schedule 1.1(b)	Mortgaged Properties
Schedule 1.1(c)	Commitments of Lenders
Schedule 1.1(d)	Excluded Subsidiaries
Schedule 6.1	Closing Date Security Documents
Schedule 8.12	Subsidiaries
Schedule 9.14(c)	Post-Closing Security Documents and Other Actions
Schedule 10.1	Closing Date Indebtedness
Schedule 10.2	Closing Date Liens
Schedule 10.5	Closing Date Investments
EXHIBITS
Exhibit C	Form of Guarantee
Exhibit D	Form of Mortgage (Real Property)
Exhibit E	Form of Perfection Certificate
Exhibit F	Form of Pledge Agreement
Exhibit G	Form of Security Agreement
Exhibit H	Form of Letter of Credit Request
Exhibit I-1	Form of Legal Opinion of Simpson Thacher & Bartlett LLP
Exhibit I-2	Form of Legal Opinions of Singaporean and other Local Counsel
Exhibit J	Form of Closing Certificate
Exhibit K-1	Form of Assignment and Acceptance (Tranche B Term Loans)
Exhibit K-2	Form of Assignment and Acceptance (Revolving Credit Loans)
Exhibit L-1	Form of Promissory Note (Tranche B Term Loans and New Tranche B Term Loans)
Exhibit L-2	Form of Promissory Note (Revolving Credit Loans and Swingline Loans)
Exhibit M	Form of Joinder Agreement

vii

          CREDIT AGREEMENT dated as of December 1, 2005, among AVAGO TECHNOLOGIES FINANCE PTE. LTD., a company incorporated under the Singapore Companies Act (the “Company” or the “Singaporean Borrower”), a wholly-owned Subsidiary of AVAGO TECHNOLOGIES HOLDING PTE. LTD., a company incorporated under the Singapore Companies Act (“Holdings”), a wholly-owned Subsidiary of AVAGO TECHNOLOGIES LIMITED., a company incorporated under the Singapore Companies Act (“Parent”), AVAGO TECHNOLOGIES FINANCE S.À.R.L., a Grand Duchy of Luxembourg limited liability company (the “Lux Borrower”), AVAGO TECHNOLOGIES (MALAYSIA) SDN. BHD. (f/k/a Jumbo Portfolio Sdn. Bhd.) (Company No. 704181-P), a company incorporated in Malaysia under the Companies Act 1965 (the “Malaysian Borrower”), AVAGO TECHNOLOGIES WIRELESS (U.S.A.) MANUFACTURING INC., a Delaware corporation (“U.S. Wireless”), and AVAGO TECHNOLOGIES U.S. INC., a Delaware corporation (“U.S. Opco” and together with U.S. Wireless, collectively, the “U.S. Borrowers” and each a “U.S. Borrower”, and together with the Singaporean Borrower, the Lux Borrower and the Malaysian Borrower, collectively, the “Borrowers”), the lending institutions listed on the signature pages hereto as a “Lender” or that from time to time become parties hereto by execution of an Assignment and Acceptance (each a “Lender” and, collectively, the “Lenders”), CITICORP INTERNATIONAL LIMITED (HONG KONG), as Asian Administrative Agent, CITICORP NORTH AMERICA, INC., as Tranche B-1 Term Loan Administrative Agent and as Collateral Agent, CITIGROUP GLOBAL MARKETS INC., as Joint Lead Arranger and Joint Lead Bookrunner, LEHMAN BROTHERS INC., as Joint Lead Arranger, Joint Lead Bookrunner and Syndication Agent, and CREDIT SUISSE, as Documentation Agent (such term and each other capitalized term used but not defined in this introductory statement having the meaning provided in Section 1).

          WHEREAS, pursuant to the Asset Purchase Agreement (as amended from time to time in accordance therewith, the “Acquisition Agreement”), dated as of August 14, 2005, between Agilent Technologies, Inc. (the “Seller”) and the Parent, pursuant to which the Parent and its Subsidiaries will acquire (the “Acquisition”) certain assets (the “Acquired Assets”) of the Seller;

          WHEREAS, to fund, in part, the Acquisition, the Investors will contribute and loan an amount in cash to Holdings and/or a direct or indirect parent thereof in exchange for Stock and Stock Equivalents (which cash will be contributed to the Company in exchange for common and preferred Stock), which together with any rollover equity issued to the Management Investors (such contribution and loan from the Investors and the Management Investors, collectively, the “Equity Investments”), shall equal not less than 30% of the aggregate consideration paid to the Seller under the Acquisition Agreement;

          WHEREAS, (a) to consummate the transactions contemplated by the Acquisition, the Company, U.S. Opco and U.S. Wireless will issue $500,000,000 aggregate principal amount of 10.125% senior fixed rate notes due 2013, $250,000,000 aggregate principal amount of senior floating rate notes due 2013 and $ 250,000,000 aggregate principal amount of 11.875% senior subordinated notes due 2015 (collectively,

the “Senior Notes”), in a Rule 144A or other private placement (the “Senior Notes Offering”) generating , collectively, aggregate gross proceeds of up to $1,000,000,000 (or such lesser amount sufficient, together with the Equity Investments and the proceeds generated from the Tranche B-1 Term Loans hereunder, to consummate the transactions contemplated by the Acquisition);

          WHEREAS, in connection with the foregoing, Holdings and the Company requested the Lenders to extend credit in the form of (i) Term Loans made available to the Singapore Borrower and the Lux Borrower, in an aggregate principal amount of $725,000,000, (ii) U.S. Dollar Revolving Credit Loans made available to the Singaporean Borrower and the U.S. Borrowers at any time and from time to time prior to the Revolving Credit Maturity Date, in an aggregate principal amount at any time outstanding not in excess of $140,000,000, (iii) Multi-Currency Revolving Credit Loans made available to the Singaporean Borrower and the U.S. Borrowers at any time and from time to time prior to the Revolving Credit Maturity Date, in an aggregate principal amount at any time outstanding not in excess of U.S. Dollar Equivalent of $90,000,000 less the sum of (A) the aggregate Letters of Credit Outstanding at such time and (B) the aggregate principal amount of all Multi-Currency Swingline Loans outstanding at such time, and (iv) Malaysian Revolving Credit Loans made available to (A) the Malaysian Borrower at any time and from time to time prior to the earlier of the Malaysian Commitment Conversion Date and the Revolving Credit Maturity Date, in an aggregate principal amount at any time outstanding not in excess of U.S. Dollar Equivalent of $20,000,000 less the aggregate principal amount of all Malaysian Swingline Loans outstanding at such time, or (B) the Singaporean Borrower and the U.S. Borrowers at any time after the Malaysian Commitment Conversion Date and prior to the Revolving Credit Maturity Date, in an aggregate principal amount at any time outstanding not in excess of $20,000,000. The Company has requested the Letter of Credit Issuer to issue Letters of Credit under the U.S. Dollar Revolving Credit Facility at any time and from time to time prior to the L/C Maturity Date, in an aggregate face amount at any time outstanding not in excess of $40,000,000. The Company has requested (a) the Multi-Currency Swingline Lender to extend credit to the Singaporean Borrower and the U.S. Borrowers in the form of Multi-Currency Swingline Loans at any time and from time to time prior to the Swingline Maturity Date, in an aggregate principal amount at any time outstanding not in excess of U.S. Dollar Equivalent of $50,000,000 and (b) the Malaysian Swingline Lender to extend credit to the Malaysian Borrower in the form of Malaysian Swingline Loans at any time and from time to time prior to the earlier of the Malaysian Commitment Conversion Date and the Swingline Maturity Date, in an aggregate principal amount at any time outstanding not in excess of U.S. Dollar Equivalent of $20,000,000;

          WHEREAS, the proceeds of the Tranche B-1 Term Loans will be used by the Company, together with (a) the net proceeds of the Senior Notes Offering and (b) the Equity Investments, on the Closing Date solely to effect the Acquisition and to pay Transaction Expenses. Proceeds of the Tranche B-2 Term Loans, subject to the terms hereof, may be used by the Company to pay dividends as provided in Section 10.6(c) and for other general corporate purposes. Proceeds of the Revolving Credit Loans and the

2

Swingline Loans will be used by the Borrowers on or after the Closing Date for general corporate purposes (including Permitted Acquisitions). The Letters of Credit will be used by the Borrowers for general corporate purposes; and

          WHEREAS, the Lenders and Letter of Credit Issuer are willing to make available to the Borrowers such term loans, revolving credit and letter of credit facilities upon the terms and subject to the conditions set forth herein.

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

          SECTION 1. Definitions.

          1.1 Defined Terms. (a) As used herein, the following terms shall have the meanings specified in this Section 1.1 unless the context otherwise requires (it being understood that defined terms in this Agreement shall include in the singular number the plural and in the plural the singular):

          “ABR” shall mean, for any day, a rate per annum (rounded upwards, if necessary, to the next 1/16 of 1%) equal to (a) with respect to any Tranche B Term Loans, U.S. Dollar Revolving Credit Loans, Multi-Currency U.S. Dollar Loans, Multi-Currency U.S. Dollar Swingline Loans or Malaysian U.S. Dollar Swingline Loans, the greater of (i) the U.S. Prime Rate in effect on such day or (ii) the Federal Funds Effective Rate in effect on such day plus ¹/2 of 1%, (b) with respect to any Multi-Currency Singapore Dollar Loans or Multi-Currency Singapore Dollar Swingline Loans, the Singaporean Prime Rate, and (iii) with respect to any Malaysian Ringgit Swingline Loans, the Malaysian Base Lending Rate. Any change in the ABR due to a change in the Prime Rate (or the Federal Funds Effective Rate, if applicable), shall be effective as of the opening of business on the effective day of such change in the Prime Rate (or the Federal Funds Effective Rate, if applicable), respectively.

          “ABR Loan” shall mean each Loan that bears interest at a rate based on the ABR.

          “Acquired Assets” shall have the meaning provided in the preamble to this Agreement.

          “Acquired EBITDA” shall mean, with respect to any Acquired Entity or Business or any Converted Restricted Subsidiary (any of the foregoing, a “Pro Forma Entity”) for any period, the amount for such period of Consolidated EBITDA of such Pro Forma Entity (determined using such definitions as if references to the Company and its Subsidiaries therein were to such Pro Forma Entity and its Subsidiaries), all as determined on a consolidated basis for such Pro Forma Entity in accordance with GAAP.

          “Acquired Entity or Business” shall have the meaning provided in the definition of the term “Consolidated EBITDA”.

3

          “Acquisition” shall have the meaning provided in the preamble to this Agreement.

          “Acquisition Agreement” shall have the meaning provided in the preamble to this Agreement.

          “Adjusted EBITDA” shall mean Consolidated EBITDA, plus the sum, without duplication, and to the extent not added back in arriving at such Consolidated EBITDA, of (a) for any period that includes a fiscal quarter occurring prior to the fifth fiscal quarter after the Closing Date, the excess of (i) any expenses allocated by Seller to the historical financial statements of its semiconductor products business segment for services and other times provided previously by Seller, and any expenses of the type previously allocated by Seller that are incurred by the Company and its Restricted Subsidiaries on or after the Closing Date and prior to the fifth fiscal quarter after the Closing Date, over (ii) the portion of the $157,000,000 of stand-alone expenses projected by the Company in good faith to be incurred in lieu of the expenses described in clause (i) above applicable to such period, (b) the elimination of all operating results relating to the Company’s and its Subsidiaries’ camera module business (provided that the aggregate amount of add-backs pursuant to this clause (b) shall not exceed $16,000,000 for the Test Period ended July 31, 2005 and $8,000,000 for the Test Period ended October 31, 2005) and (c) non-recurring charges related to the items described in clause (b).

          “Adjusted Total Malaysian Revolving Credit Commitment” shall mean at anytime the Total Malaysian Revolving Credit Commitment less the aggregate Revolving Credit Commitments of all Defaulting Malaysian Lenders.

          “Adjusted Total Multi-Currency Revolving Credit Commitment” shall mean at anytime the Total Multi-Currency Revolving Credit Commitment less the aggregate Revolving Credit Commitments of all Defaulting Multi-Currency Lenders.

          “Adjusted Total Revolving Credit Commitment” shall mean, at any time, with respect to (a) the U.S. Dollar Revolving Credit Commitments, the Adjusted Total U.S. Dollar Revolving Credit Commitment, (b) the Multi-Currency Revolving Credit Commitments, the Adjusted Total Multi-Currency Revolving Credit Commitment and (c) the Malaysian Revolving Credit Commitments, the Adjusted Malaysian Revolving Credit Commitment.

          “Adjusted Total Tranche B-1 Term Loan Commitment” shall mean at any time the Total Tranche B-1 Term Loan Commitment less the Tranche B-1 Term Loan Commitments of all Defaulting Lenders.

          “Adjusted Total Tranche B-2 Term Loan Commitment” shall mean at any time the Total Tranche B-2 Term Loan Commitment less the Tranche B-2 Term Loan Commitments of all Defaulting Lenders.

4

          “Adjusted Total Term Loan Commitment” shall mean at any time the Total Term Loan Commitment less the Term Loan Commitments of all Defaulting Lenders.

          “Adjusted Total U.S. Dollar Revolving Credit Commitment” shall mean at anytime the Total U.S. Dollars Revolving Credit Commitment less the aggregate Revolving Credit Commitments of all U.S. Dollar Defaulting Lenders.

          “Administrative Agents” shall mean, collectively, the Asian Administrative Agent and the Tranche B-1 Term Loan Administrative Agent.

          “Administrative Agent’s Office” shall mean (a) in the case of the Asian Administrative Agent, its office located at 13/F, Two Harbourfront, 22 Tak Fung Street, Hunghom, Kowloon, Hong Kong, (b) in the case of the Tranche B-1 Term Loan Administrative Agent, its office located at 2 Penns Way, Suite 110, New Castle, Delaware 19720 and (c) in each case, such other office as the applicable Administrative Agent may hereafter designate in writing as such to the other parties hereto.

          “Administrative Questionnaire” shall have the meaning provided in Section 13.6(b).

          “Affiliate” shall mean, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under direct or indirect common control with such Person. A Person shall be deemed to control a corporation if such Person possesses, directly or indirectly, the power (a) to vote 10% or more of the securities having ordinary voting power for the election of directors of such corporation or (b) to direct or cause the direction of the management and policies of such corporation, whether through the ownership of voting securities, by contract or otherwise.

          “Agent Parties” shall have the meaning provided in Section 13.20(c).

          “Agents” shall mean each of the Joint Lead Arrangers, each of the Administrative Agents, the Collateral Agent, the Syndication Agent and the Documentation Agent.

          “Aggregate Malaysian Revolving Credit Outstanding” shall have the meaning provided in Section 5.2(b)(iii).

          “Aggregate Multi-Currency Revolving Credit Outstanding” shall have the meaning provided in Section 5.2(b)(ii).

          “Aggregate U.S. Dollar Revolving Credit Outstanding” shall have the meaning provided in Section 5.2(b)(i).

          “Agreement” shall mean this Credit Agreement, as the same may be amended, supplemented or otherwise modified from time to time.

          “Amortization Amount” shall have the meaning provided in Section 5.2(c).

5

          “Applicable ABR Margin” shall mean at any date, with respect to (a) each ABR Loan that is a Tranche B Term Loan, the applicable percentage per annum set forth below based upon the Status in effect on such date:

	Applicable ABR Margin for
Status	Term Loans
Level A Status		1.500	%
Level B Status		1.250	%

and (b) each ABR Loan that is a Revolving Credit Loan or a Swingline Loan, the applicable percentage per annum set forth below based upon the Status in effect on such date:

	Applicable ABR Margin for
	Revolving Credit Loans and
Status	Swingline Loans
Level I Status		1.500	%
Level II Status		1.250	%
Level III Status		1.000	%
Level IV Status		0.750	%

          Notwithstanding the foregoing, the term “Applicable ABR Margin” shall mean 1.50% per annum, during the period from and including the Closing Date to but excluding the Trigger Date.

          “Applicable Amount” shall mean on any date (the “Reference Date”) (A) the sum of, without duplication, (i) (x) for purposes of Section 10.5(g) and Section 10.5(i), $150,000,000 and (y) for purposes of Section 10.6(e) and Section 10.7(a)(i), $75,000,000 and (ii) an amount equal to (x) the cumulative amount of Excess Cash Flow for all fiscal years completed after the Closing Date (commencing with and including the fiscal year ending October 31, 2006) and prior to the Reference Date minus (y) the portion of such Excess Cash Flow that has been (or will be) applied after the Closing Date and on or prior to the Reference Date to the prepayment of Loans in accordance with Section 5.2(a)(ii), provided that, in the case of Sections 10.6(e) and 10.7(a)(i) only, the amount in clause (ii) shall only be available if the Consolidated Total Debt to Adjusted EBITDA Ratio of the Company for the Test Period last ended is less than 5.00:1.00, determined on a pro forma basis after giving effect to any dividend or prepayment, repurchase or redemption actually made pursuant to Sections 10.6(e) or 10.7(a)(i), plus (B) the amount of any capital contributions (other than the Equity Investments and any Cure Amount) made in cash to the Company from and including the Business Day immediately following the Closing Date through and including the Reference Date, including contributions with proceeds from the issuance of equity securities of Holdings or the Company, minus (C) in each case, the portion of such amount used since the Closing Date and prior to the Reference Date to make Investments pursuant to Section

6

10.5(g) or 10.5(i), to pay dividends pursuant to Section 10.6(e) and/or to make prepayments, repurchases and redemptions pursuant to Section 10.7(a)(i), as applicable.

          “Applicable Lending Office” shall mean, with respect to each Lender, (a) its U.S. Lending Office in the case of any ABR Loan, (b) its European Lending Office in the case of any LIBOR Loan, (c) its Singaporean Lending Office in the case of any SOR Loan and (d) its Malaysian Lending Office in the case of any RM Loan.

          “Applicable LIBOR Margin” shall mean at any date, with respect to (a) each LIBOR Loan that is a Tranche B Term Loan, the applicable percentage per annum set forth below based upon the Status in effect on such date:

	Applicable LIBOR Margin for
Status	Tranche B Term Loans
Level A Status		2.500	%
Level B Status		2.250	%

and (b) each LIBOR Loan that is a Revolving Credit Loan or a Swingline Loan, the applicable percentage per annum set forth below based upon the Status in effect on such date:

	Applicable LIBOR Margin for
Status	Revolving Credit and Swingline Loans
Level I Status		2.500	%
Level II Status		2.250	%
Level III Status		2.000	%
Level IV Status		1.750	%

          Notwithstanding the foregoing, the term “Applicable LIBOR Margin” shall mean, with respect to each LIBOR Loan that is a Tranche B Term Loan, Revolving Credit Loan or a Swingline Loan, 2.50% per annum, during the period from and including the Closing Date to but excluding the Trigger Date.

          “Applicable RM Margin” shall mean at any date, with respect to each RM Loan that is a Revolving Credit Loan or a Swingline Loan, the applicable percentage per annum set forth below based upon the Status in effect on such date:

	Applicable RM Margin for
Status	Revolving Credit and Swingline Loans
Level I Status		2.500	%
Level II Status		2.250	%
Level III Status		2.000	%
Level IV Status		1.750	%

7

          Notwithstanding the foregoing, the term “Applicable RM Margin” shall mean, with respect to each RM Loan that is a Revolving Credit Loan or a Swingline Loan, 2.50% per annum, during the period from and including the Closing Date to but excluding the Trigger Date.

          “Applicable SOR Margin” shall mean at any date, with respect to each SOR Loan that is a Revolving Credit Loan or a Swingline Loan, the applicable percentage per annum set forth below based upon the Status in effect on such date:

	Applicable SOR Margin for
Status	Revolving Credit and Swingline Loans
Level I Status		2.500	%
Level II Status		2.250	%
Level III Status		2.000	%
Level IV Status		1.750	%

          Notwithstanding the foregoing, the term “Applicable SOR Margin” shall mean, with respect to each SOR Loan that is a Revolving Credit Loan or a Swingline Loan, 2.50% per annum, during the period from and including the Closing Date to but excluding the Trigger Date.

          “Approved Fund” shall have the meaning provided in Section 13.6.

          “Asian Administrative Agent” shall mean Citicorp International Limited (Hong Kong) as agent for the Revolving Lenders and the Tranche B-2 Term Loan Lenders.

          “Asset Sale Prepayment Event” shall mean any Disposition of any business units, assets or other property of Holdings, the Company or any of the Restricted Subsidiaries not in the ordinary course of business, other than the Storage Sale (including any Disposition of any Stock or Stock Equivalents of any Subsidiary of Holdings or the Company owned by Holdings, the Company or a Restricted Subsidiary, including any sale of any Stock or Stock Equivalents of any Restricted Subsidiary). Notwithstanding the foregoing, the term “Asset Sale Prepayment Event” shall not include any transaction permitted by Section 10.4, other than transactions permitted by Sections 10.4(b) and (e).

          “Assignment and Acceptance” shall mean an assignment and acceptance substantially in the form of Exhibit K.

          “Authorized Officer” shall mean the President, the Chief Financial Officer, the Treasurer or any other senior officer of the applicable Borrower designated as such in writing to the Administrative Agents by such Borrower.

          “Bankruptcy Code” shall have the meaning provided in Section 11.5.

8

          “Board” shall mean the Board of Governors of the Federal Reserve System of the United States (or any successor).

          “Borrowers” shall have the meaning provided in the preamble to this Agreement.

          “Borrowing” shall mean and include (a) the incurrence of Multi-Currency Swingline Loans from the Multi-Currency Swingline Lender on a given date, (b) the incurrence of Malaysian Swingline Loans from the Malaysian Swingline Lender on a given date, (c) the incurrence of one Type of a Tranche B-1 Term Loan on the Closing Date (or resulting from conversions on a given date after the Closing Date) or a Tranche B-2 Term Loan on a given date having, in the case of LIBOR Term Loans, the same Interest Period (provided that ABR Loans incurred pursuant to Section 2.10(b) shall be considered part of any related Borrowing of LIBOR Term Loans), (d) the incurrence of U.S. Dollar Revolving Credit Loan on a given date having the same Interest Period, (e) the incurrence of Multi-Currency Revolving Credit Loan on a given date having the same Interest Period, and (f) the incurrence of Malaysian Revolving Credit Loan on a given date having the same Interest Period.

          “Business Day” shall mean any day excluding Saturday, Sunday and any day that shall be in The City of New York a legal holiday or a day on which banking institutions are authorized by law or other governmental actions to close and if the applicable Business Day relates to notices, determinations, fundings and payments in connection with (a) the LIBOR Rate or any LIBOR Loan, a day on which deposits of U.S. Dollars are also carried on in the London interbank market, (b) in the case of any Tranche B-2 Term Loan or any Revolving Credit Loans, a day of the year on which banking institutions in Singapore or Hong Kong are not required or authorized by law or other governmental actions to close, (c) in the case of SOR Loan, a day on which deposits of Singapore Dollars are also carried on in the Singapore interbank market and (d) in the case of RM Loans, a day on which deposits of Ringgit are also carried on in the Kuala Lumpur Interbank Money Market.

          “Capital Expenditures” shall mean, for any period, the aggregate of all expenditures (whether paid in cash or accrued as liabilities and including in all events all amounts expended or capitalized under Capital Leases, but excluding any amount representing capitalized interest) by the Company and the Restricted Subsidiaries during such period that, in conformity with GAAP, are or are required to be included as additions during such period to property, plant or equipment reflected in the consolidated balance sheet of the Company and its Subsidiaries, provided that the term “Capital Expenditures” shall not include (a) expenditures made in connection with the replacement, substitution, restoration or repair of assets (i) to the extent financed from insurance proceeds paid on account of the loss of or damage to the assets being replaced, restored or repaired or (ii) with awards of compensation arising from the taking by eminent domain or condemnation of the assets being replaced, (b) the purchase price of equipment that is purchased simultaneously with the trade-in of existing equipment to the extent that the gross amount of such purchase price is reduced by the credit granted by the seller of

9

such equipment for the equipment being traded in at such time, (c) the purchase of plant, property or equipment made within two years of the sale of any asset to the extent purchased with the proceeds of such sale, (d) expenditures that constitute any part of Consolidated Lease Expense, (e) expenditures that are accounted for as capital expenditures by the Company or any Restricted Subsidiary and that actually are paid for by a Person other than the Company or any Restricted Subsidiary and for which neither the Company nor any Restricted Subsidiary has provided or is required to provide or incur, directly or indirectly, any consideration or obligation to such Person or any other Person (whether before, during or after such period), (f) the book value of any asset owned by the Company or any Restricted Subsidiary prior to or during such period to the extent that such book value is included as a capital expenditure during such period as a result of such Person reusing or beginning to reuse such asset during such period without a corresponding expenditure actually having been made in such period, provided that (x) any expenditure necessary in order to permit such asset to be reused shall be included as a Capital Expenditure during the period in which such expenditure actually is made and (y) such book value shall have been included in Capital Expenditures when such asset was originally acquired, (g) expenditures that constitute Permitted Acquisitions, (h) Transaction Expenses, or (i) Transition Expenses.

          “Capital Lease” shall mean, as applied to any Person, any lease of any property (whether real, personal or mixed) by that Person as lessee that, in conformity with GAAP, is, or is required to be, accounted for as a capital lease on the balance sheet of that Person.

          “Capitalized Lease Obligations” shall mean, as applied to any Person, all obligations under Capital Leases of such Person or any of its Subsidiaries, in each case taken at the amount thereof accounted for as liabilities in accordance with GAAP.

          “Casualty Event” shall mean, with respect to any property of any Person, any loss of or damage to, or any condemnation or other taking by a Governmental Authority of, such property for which such Person or any of its Restricted Subsidiaries receives insurance proceeds, or proceeds of a condemnation award or other compensation.

          “Change in Law” shall mean (a) the adoption of any law, treaty, order, policy, rule or regulation after the date of this Agreement, (b) any change in any law, treaty, order, policy, rule or regulation or in the interpretation or application thereof by any Governmental Authority after the date of this Agreement or (c) compliance by the Lender with any guideline, request or directive issued or made after the date hereof by any central bank or other governmental or quasi-governmental authority (whether or not having the force of law).

          “Change of Control” shall mean and be deemed to have occurred if (a) the Sponsors and the Management Investors shall at any time not own, in the aggregate, directly or indirectly, beneficially and of record, at least 35% of the voting power of the outstanding Voting Stock of Holdings (other than as the result of one or more widely

10

distributed offerings of the common stock of Holdings or any direct or indirect parent thereof, in each case whether by Holdings, such parent, the Sponsors or the Management Investors); or (b) any person, entity or “group” (within the meaning of Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended) shall at any time have acquired direct or indirect beneficial ownership of a percentage of the voting power of the outstanding Voting Stock of Holdings that exceeds the percentage of the voting power of such Voting Stock then beneficially owned, in the aggregate, by the Sponsors and the Management Investors, unless, in the case of either clause (a) or (b) above, the Sponsors and the Management Investors have, at such time, the right or the ability by voting power, contract or otherwise to elect or designate for election at least a majority of the board of directors of Holdings; or (c) Holdings shall cease to own and control all of the economic and voting rights associated with all of the outstanding Stock of the Company; or (d) Continuing Directors shall not constitute at least a majority of the board of directors of Holdings; or (e) at any time, a Change of Control (as defined in the Senior Notes Indenture) shall have occurred.

          “Class”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are Revolving Credit Loans, New Revolving Loans, Tranche B Term Loans, New Tranche B Term Loans (of each Series) or Swingline Loans and, when used in reference to any Commitment, refers to whether such Commitment is a Revolving Credit Commitment, a New Revolving Credit Commitment, Tranche B Term Loan Commitment or a New Tranche B Term Loan Commitment.

          “Closing Date” shall mean the date of the initial Borrowing hereunder.

          “Code” shall mean the Internal Revenue Code of 1986, as amended from time to time, and the regulations promulgated and rulings issued thereunder. Section references to the Code are to the Code, as in effect at the date of this Agreement, and any subsequent provisions of the Code, amendatory thereof, supplemental thereto or substituted therefor.

          “Collateral” shall have the meaning provided in any Pledge Agreement, any Security Agreement, any Mortgage or any other Security Document, as applicable.

          “Collateral Agent” shall mean Citicorp North America, Inc., as collateral agent for the Lenders and the other Secured Parties.

          “Commitment Fee Rate” shall mean, with respect to any commitment fee payable pursuant to Section 4 on any day, the rate per annum set forth below opposite the Status in effect on such day:

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Status	Commitment Fee Rate
Level A Status		0.500	%
Level B Status		0.375	%

          Notwithstanding the foregoing, the term “Commitment Fee Rate” shall mean 0.50%, during the period from and including the Closing Date to but excluding the Trigger Date.

          “Commitments” shall mean, with respect to each Lender, such Lender’s Term Loan Commitment, if any, Malaysian Revolving Credit Commitment, if any, Multi-Currency Revolving Credit Commitment, if any, U.S. Dollar Revolving Credit Commitment, if any, New Revolving Credit Commitment or New Tranche B Term Loan Commitment, if any.

          “Communications” shall have the meaning provided in Section 13.20(a).

          “Company” shall have the meaning provided in the preamble to this Agreement.

          “Confidential Information” shall have the meaning provided in Section 13.19.

          “Confidential Information Memorandum” shall mean the Confidential Information Memorandum of the Company dated November 2005, delivered to the Lenders in connection with this Agreement.

          “Consolidated EBITDA” shall mean, for any period, Consolidated Net Income for such period, plus:

          (a) without duplication and to the extent already deducted (and not added back) in arriving at such Consolidated Net Income, the sum of the following amounts for such period:

          (i) total interest expense and to the extent not reflected in such total interest expense, any losses on hedging obligations or other derivative instruments entered into for the purpose of hedging interest rate risk, net of interest income and gains on such hedging obligations, and costs of surety bonds in connection with financing activities,

          (ii) provision for taxes based on income, profits or capital of the Company and the Restricted Subsidiaries, including state, franchise and similar taxes and foreign withholding taxes paid or accrued during such period,

          (iii) depreciation and amortization (including any amortization of prepaid software licenses),

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          (iv) Non-Cash Charges,

          (v) extraordinary losses and unusual or non-recurring charges, severance, relocation costs and curtailments or modifications to pension and post-retirement employee benefit plans,

          (vi) restructuring charges or reserves (including any one-time costs incurred in connection with acquisitions after the date hereof and to closure and/or consolidation of facilities),

          (vii) any deductions attributable to minority interests,

          (viii) the amount of management, monitoring, consulting and advisory fees and related expenses paid to the Sponsors,

          (ix) any costs or expenses incurred by the Company or a Restricted Subsidiary pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or any stock subscription or shareholder agreement, to the extent that such costs or expenses are funded with cash proceeds contributed to the capital of the Company or net cash proceeds of an issuance of Stock or Stock Equivalents of the Company (other than preferred Stock or preferred Stock Equivalents that are not Qualified PIK Securities); and

          (x) commencing with the fifth fiscal quarter following the Closing Date, the amount of net cost savings projected by the Company in good faith to be realized as a result of specified actions taken by the Company and its Restricted Subsidiaries (calculated on a pro forma basis as though such cost savings had been realized on the first day of such period), net of the amount of actual benefits realized during such period from such actions, provided that (A) such cost savings are reasonably identifiable and factually supportable, (B) such actions are taken on or prior to the third anniversary of the Closing Date, (C) no cost savings shall be added pursuant to this clause (x) to the extent duplicative of any expenses or charges relating to such cost savings that are included in clause (vi) above with respect to such period and (D) the aggregate amount of cost savings added pursuant to this clause (x) shall not exceed $30,000,000 for any period consisting of four consecutive quarters, less

          (b) without duplication and to the extent included in arriving at such Consolidated Net Income, the sum of the following amounts for such period:

          (i) extraordinary gains and unusual or non-recurring gains,

          (ii) non-cash gains (excluding any non-cash gain to the extent it represents the reversal of an accrual or reserve for a potential cash item that reduced Consolidated EBITDA in any prior period),

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          (iii) gains on asset sales (other than asset sales in the ordinary course of business),

          (iv) any net after-tax income from the early extinguishment of Indebtedness or hedging obligations or other derivative instruments, and

          (v) all gains from investments recorded using the equity method,

in each case, as determined on a consolidated basis for the Company and the Restricted Subsidiaries in accordance with GAAP; provided that, to the extent included in Consolidated Net Income,

          (i) there shall be excluded in determining Consolidated EBITDA currency translation gains and losses related to currency remeasurements of Indebtedness (including the net loss or gain resulting from Hedge Agreements for currency exchange risk),

          (ii) there shall be excluded in determining Consolidated EBITDA for any period any adjustments resulting from the application of Statement of Financial Accounting Standards No. 133, and

          (iii) there shall be included in determining Consolidated EBITDA for any period, without duplication, (A) the Acquired EBITDA of any Person, property, business or asset acquired by the Company or any Restricted Subsidiary during such period (but not the Acquired EBITDA of any related Person, property, business or assets to the extent not so acquired) to the extent not subsequently sold, transferred, abandoned or otherwise disposed by the Company or such Restricted Subsidiary (each such Person, property, business or asset acquired and not subsequently so disposed of, an “Acquired Entity or Business”) and the Acquired EBITDA of any Unrestricted Subsidiary that is converted into a Restricted Subsidiary during such period (each, a “Converted Restricted Subsidiary”), based on the actual Acquired EBITDA of such Acquired Entity or Business or Converted Restricted Subsidiary for such period (including the portion thereof occurring prior to such acquisition or conversion) and (B) an adjustment in respect of each Acquired Entity or Business equal to the amount of the Pro Forma Adjustment with respect to such Acquired Entity or Business for such period (including the portion thereof occurring prior to such acquisition) as specified in a Pro Forma Adjustment Certificate and delivered to the Lenders and the Administrative Agents and (C) there shall be excluded in determining Consolidated EBITDA for any period the Disposed EBITDA of any Person, property, business or asset (other than an Unrestricted Subsidiary) sold, transferred, abandoned or otherwise disposed of, closed or classified as discontinued operations by the Company or any Restricted Subsidiary during such period (each such Person, property, business or asset so sold or disposed of, a “Sold Entity or Business”), and the Acquired EBITDA of any Restricted Subsidiary that is converted into an Unrestricted Subsidiary during such period (each, a “Converted Unrestricted Subsidiary”) based on the actual Disposed EBITDA of

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such Sold Entity or Business or Converted Restricted Subsidiary for such period (including the portion thereof occurring prior to such sale, transfer or disposition or conversion).

For the purpose of the definition of Consolidated EBITDA, “Non-Cash Charges” means (a) losses on asset sales, disposals or abandonments, (b) any impairment charge or asset write-off related to intangible assets, long-lived assets, and investments in debt and equity securities pursuant to GAAP, (c) all losses from investments recorded using the equity method, (d) stock-based awards compensation expense, and (e) other non-cash charges (provided that if any non-cash charges referred to in this clause (e) represent an accrual or reserve for potential cash items in any future period, the cash payment in respect thereof in such future period shall be subtracted from Consolidated EBITDA to such extent, and excluding amortization of a prepaid cash item that was paid in a prior period).

          “Consolidated Lease Expense” shall mean, for any period, all rental expenses of Holdings, the Company and the Restricted Subsidiaries during such period under operating leases for real or personal property (including in connection with Permitted Sale Leasebacks), excluding real estate taxes, insurance costs and common area maintenance charges and net of sublease income, other than (a) obligations under vehicle leases entered into in the ordinary course of business, (b) all such rental expenses associated with assets acquired pursuant to a Permitted Acquisition to the extent that such rental expenses relate to operating leases in effect at the time of (and immediately prior to) such acquisition and (c) Capitalized Lease Obligations, all as determined on a consolidated basis in accordance with GAAP, provided that there shall be excluded from Consolidated Lease Expense for any period the rental expenses of all Unrestricted Subsidiaries for such period to the extent otherwise included in Consolidated Lease Expense.

          “Consolidated Net Income” shall mean, for any period, the net income (loss) of the Company and the Restricted Subsidiaries for such period determined on a consolidated basis in accordance with GAAP, excluding, without duplication, (a) extraordinary items for such period, (b) the cumulative effect of a change in accounting principles during such period to the extent included in Consolidated Net Income, (c) in the case of any period that includes a period ending prior to or during the fiscal year ending April 30, 2007, Transaction Expenses, (d) Transition Expenses incurred and expensed during such period to the extent deducted in calculating such Consolidated Net Income, (e) any fees and expenses incurred during such period, or any amortization thereof for such period, in connection with any acquisition, investment, recapitalization, asset disposition, issuance or repayment of debt, issuance of equity securities, refinancing transaction or amendment or other modification of any debt instrument (in each case, including any such transaction consummated prior to the Closing Date and any such transaction undertaken but not completed) and any charges or non-recurring merger costs incurred during such period as a result of any such transaction, (f) any income (loss) for such period attributable to the early extinguishment of Indebtedness and (g) accruals and reserves that are established that are so required to be established or adjusted as a result of the Transactions in accordance with GAAP or

15

changes as a result of adoption of or modification of accounting policies, in each case, within twelve months after the Closing Date. There shall be excluded from Consolidated Net Income for any period the purchase accounting effects of adjustments to inventory, property and equipment, software and other intangible assets and deferred revenue in component amounts required or permitted by GAAP and related authoritative pronouncements (including the effects of such adjustments pushed down to the Company and the Restricted Subsidiaries), as a result of the Transactions, any consummated acquisition, or the amortization or write-off of any amounts thereof (including any write-off of in process research and development).

          “Consolidated Total Debt” shall mean, as of any date of determination, (a) the sum of (i) all Indebtedness of the types described in clause (a) and, other than for the purposes of Section 6.17 and Section 7.3(d), clause (e) of the definition thereof actually owing by Holdings, the Company and the Restricted Subsidiaries on such date determined on a consolidated basis (provided that the amount of any Capitalized Lease Obligations or any such Indebtedness issued at a discount to its face value shall be determined in accordance with GAAP) minus (b) the aggregate cash included in the cash accounts listed on the consolidated balance sheet of Holdings and the Restricted Subsidiaries as at such date in excess of $15,000,000 to the extent the use thereof for application to payment of Indebtedness is not prohibited by law or any contract to which Holdings or any the Restricted Subsidiaries is a party.

          “Consolidated Total Debt to Adjusted EBITDA Ratio” shall mean, as of any date of determination, the ratio of (a) Consolidated Total Debt as of the last day of the relevant Test Period to (b) Adjusted EBITDA for such Test Period.

          “Consolidated Total Senior Secured Debt” shall mean, as of any date of determination, (a) the sum of all Indebtedness outstanding under the Credit Facilities (other than any second lien tranche of Credit Facilities extended subsequent to the Closing Date) on such date, but excluding an amount equal to (i) the aggregate Stated Amount of all outstanding Letters of Credit, minus (ii) the aggregate amount of all Unpaid Drawings, plus (b) the aggregate outstanding principal amount of all Indebtedness incurred pursuant to Section 10.1(A)(j) or 10.1(A)(k) to the extent secured by a Lien permitted by Section 10.2, (unless the Secured Parties shall have a first-priority perfected security interest, prior to any other secured party, in the assets subject to such Lien), minus (c) the aggregate cash included in the cash accounts listed on the consolidated balance sheet of the Company and the Restricted Subsidiaries as at such date in excess of $15,000,000 to the extent the use thereof for application to payment of Indebtedness is not prohibited by law or any contract to which the Company or any the Restricted Subsidiaries is a party.

          “Consolidated Total Senior Secured Debt to Adjusted EBITDA Ratio” shall mean, as of any date of determination, the ratio of (a) Consolidated Total Senior Secured Debt as of the last day of the relevant Test Period to (b) Adjusted EBITDA for such Test Period.

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          “Consolidated Working Capital” shall mean, at any date, the excess of (a) the sum of all amounts (other than cash, cash equivalents and bank overdrafts) that would, in conformity with GAAP, be set forth opposite the caption “total current assets” (or any like caption) on a consolidated balance sheet of the Company and the Restricted Subsidiaries at such date over (b) the sum of all amounts that would, in conformity with GAAP, be set forth opposite the caption “total current liabilities” (or any like caption) on a consolidated balance sheet of the Company and the Restricted Subsidiaries on such date, but excluding (i) the current portion of any Funded Debt (including the current portion of Capital Lease Obligations), (ii) without duplication of clause (i) above, all Indebtedness consisting of Loans and Letter of Credit Exposure to the extent otherwise included therein and (iii) the current portion of current and deferred income taxes.

          “Continuing Director” shall mean, at any date, an individual (a) who is a member of the board of directors of Holdings on the date hereof, (b) who, as at such date, has been a member of such board of directors for at least the 12 preceding months, (c) who has been nominated to be a member of such board of directors, directly or indirectly, by the Sponsors or Persons nominated by the Sponsors or (d) who has been nominated to be a member of such board of directors by a majority of the other Continuing Directors then in office.

          “Contract Consideration” shall have the meaning provided in the definition of Excess Cash Flow.

          “Converted Restricted Subsidiary” shall have the meaning provided in the definition of the term “Consolidated EBITDA.”

          “Converted Unrestricted Subsidiary” shall have the meaning provided in the definition of the term “Consolidated EBITDA.”

          “Credit Documents” shall mean this Agreement, the Security Documents, each Letter of Credit and any promissory notes issued by a Borrower hereunder.

          “Credit Event” shall mean and include the making (but not the conversion or continuation) of a Loan and the issuance of a Letter of Credit.

          “Credit Facility” shall mean a category of Commitments and extensions of credit thereunder.

          “Credit Facilities” shall mean, collectively, each category of Commitments and each extension of credit hereunder.

          “Credit Party” shall mean each of Holdings, the Company, the Guarantors and each other Subsidiary of Holdings or the Company that is a party to a Credit Document.

          “Cure Amount” shall have the meaning provided in Section 11.13(a).

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          “Cure Right” shall have the meaning provided in Section 11.13(a).

          “Currency of Payment” shall have the meaning provided in Section 13.14.

          “Debt Incurrence Prepayment Event” shall mean any issuance or incurrence by Holdings, the Company or any of the Restricted Subsidiaries of any Indebtedness (including any issuance by the Company of Permitted Additional Notes to the extent the Net Cash Proceeds are not used for a Permitted Acquisition but excluding any other Indebtedness permitted to be issued or incurred under Section 10.1 other than Section 10.1(A)(o)).

          “Default” shall mean any event, act or condition that with notice or lapse of time, or both, would constitute an Event of Default.

          “Defaulting Lender” shall mean each Defaulting Term Lender, each Defaulting U.S. Dollar Lender, each Defaulting Multi-Currency Lender and each Defaulting Malaysian Lender.

          “Defaulting Malaysian Lender” shall mean any Malaysian Lender with respect to which a Lender Default under the Malaysian Revolving Credit Facility is in effect.

          “Defaulting Multi-Currency Lender” shall mean any Multi-Currency Lender with respect to which a Lender Default under the Multi-Currency Revolving Credit Facility is in effect.

          “Defaulting Term Lender” shall mean any Term Loan Lender with respect to which a Lender Default under the Term Loan Credit Facility is in effect.

          “Defaulting U.S. Dollar Lender” shall mean any U.S. Dollar Lender with respect to which a Lender Default under the U.S. Dollar Revolving Credit Facility is in effect.

          “Designated Asset Sale” shall mean any sale, transfer or other disposition of any business units, product lines, assets or other property of the Company or any of the Restricted Subsidiaries related thereto, other than the Electronic Components Business Unit.

          “Designated Non-Cash Consideration” shall mean the fair market value of non-cash consideration received by the Company or a Restricted Subsidiary in connection with a Disposition pursuant to Section 10.4(b) and Section 10.4(c) that is designated as Designated Non-Cash Consideration pursuant to a certificate of an Authorized Officer of the Company, setting forth the basis of such valuation (which amount will be reduced by the fair market value of the portion of the non-cash consideration converted to cash within 180 days following the consummation of the applicable Disposition).

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          “Disposed EBITDA” shall mean, with respect to any Sold Entity or Business or any Converted Unrestricted Subsidiary for any period, the amount for such period of Consolidated EBITDA of such Sold Entity or Business or Converted Unrestricted Subsidiary (determined as if references to the Company and the Restricted Subsidiaries in the definition of Consolidated EBITDA were references to such Sold Entity or Business or Converted Unrestricted Subsidiary and its Subsidiaries), all as determined on a consolidated basis for such Sold Entity or Business.

          “Disposition” shall have the meaning provided in Section 10.4(b).

          “Dividends” or “dividends” shall have the meaning provided in Section 10.6.

          “Documentation Agent” shall mean Credit Suisse, together with its affiliates, as the documentation agent for the Lenders under this Agreement and the other Credit Documents.

          “Drawing” shall have the meaning provided in Section 3.4(b).

          “Electronic Components Business Unit” shall mean the Company’s optocoupler, optoelectgronic/LED, optical mouse sensor, infrared transceiver and motion controller products lines.

          “Environmental Claims” shall mean any and all actions, suits, orders, decrees, demands, demand letters, claims, liens, notices of noncompliance, violation or potential responsibility or investigation (other than internal reports prepared by the Company or any of the Subsidiaries (a) in the ordinary course of such Person’s business or (b) as required in connection with a financing transaction or an acquisition or disposition of real estate) or proceedings relating in any way to any Environmental Law or any permit issued, or any approval given, under any such Environmental Law (hereinafter, “Claims”), including, without limitation, (i) any and all Claims by governmental or regulatory authorities for enforcement, cleanup, removal, response, remedial or other actions or damages pursuant to any applicable Environmental Law and (ii) any and all Claims by any third party seeking damages, contribution, indemnification, cost recovery, compensation or injunctive relief relating to the presence, release or threatened release of Hazardous Materials or arising from alleged injury or threat of injury to health or safety (to the extent relating to human exposure to Hazardous Materials), or the environment including, without limitation, ambient air, surface water, groundwater, land surface and subsurface strata and natural resources such as wetlands.

          “Environmental Law” shall mean any applicable Federal, state, foreign or local statute, law, rule, regulation, ordinance, code and rule of common law now or hereafter in effect and in each case as amended, and any binding judicial or administrative interpretation thereof, including any binding judicial or administrative order, consent decree or judgment, relating to the protection of environment, including, without limitation, ambient air, surface water, groundwater, land surface and subsurface

19

strata and natural resources such as wetlands, or human health or safety (to the extent relating to human exposure to Hazardous Materials), or Hazardous Materials.

          “Equity Investments” shall have the meaning provided in the preamble to this Agreement.

          “Equity Investments Minimum Amount” shall mean an amount equal to 30% of the aggregate consideration paid to the Seller under the Acquisition Agreement, including the proceeds of debt, equity (including rollover equity) and cash used to consummate the Acquisition.

          “ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time. Section references to ERISA are to ERISA as in effect at the date of this Agreement and any subsequent provisions of ERISA amendatory thereof, supplemental thereto or substituted therefor.

          “ERISA Affiliate” shall mean each person (as defined in Section 3(9) of ERISA) that together with any Borrower or a Subsidiary would be deemed to be a “single employer” within the meaning of Section 414(b) or (c) of the Code or, solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single employer under Section 414 of the Code.

          “European Lending Office” shall mean, with respect to any Lender, the office of such Lender specified as its “European Lending Office” opposite its name on Schedule 1.1(a) or on the Assignment and Acceptance by which it became a Lender or such other office of such Lender as such Lender may from time to time specify to the Company and the applicable Administrative Agent.

          “Event of Default” shall have the meaning provided in Section 11.

          “Excess Cash Flow” shall mean, for any period, an amount equal to the excess of

(a) the sum, without duplication, of

(i)	Consolidated Net Income for such period,
(ii)	an amount equal to the amount of all non-cash charges to the extent deducted in arriving at such Consolidated Net Income,
(iii)	an amount equal to the provision for taxes based on income, profits or capital of the Company and the Restricted Subsidiaries, including state, franchise and similar taxes and foreign withholding taxes paid or accrued during such period to the extent deducted in arriving at such Consolidated Net Income,

20

(iv)	decreases in Consolidated Working Capital for such period, and
(v)	an amount equal to the aggregate net non-cash loss on the sale, lease, transfer or other disposition of assets by the Company and the Restricted Subsidiaries during such period (other than sales in the ordinary course of business) to the extent deducted in arriving at such Consolidated Net Income, over

(b) the sum, without duplication, of

(i)	an amount equal to the amount of all non-cash credits included in arriving at such Consolidated Net Income and cash charges included in clauses (a) through (e) of the definition of Consolidated Net Income (other than cash charges in respect of Transaction Expenses paid on or about the Closing Date to the extent financed with the proceeds of Indebtedness incurred on the Closing Date or the Equity Investments),
(ii)	the amount of all Transition Expenses paid in cash during such period, other than any Transition Expenses expensed during such period or financed with proceeds of Indebtedness of the Company or any Restricted Subsidiary or the Equity Investment.
(iii)	the amount of Capital Expenditures made in cash during such period, except to the extent that such Capital Expenditures were financed with the proceeds of Indebtedness of the Company or the Restricted Subsidiaries,
(iv)	the aggregate amount of all prepayments of Revolving Credit Loans and Swingline Loans made during such period to the extent accompanying reductions of the Total Revolving Credit Commitments, except to the extent financed with the proceeds of other Indebtedness of the Company or the Restricted Subsidiaries,
(v)	the aggregate amount of all principal payments of Indebtedness of the Company or the Restricted Subsidiaries (including any Term Loans and the principal component of payments in respect of Capitalized Lease Obligations but excluding Revolving Credit Loans, Swingline Loans and voluntary prepayments of Term Loans pursuant to Section

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	5.1) made during such period (other than in respect of any revolving credit facility to the extent there is not an equivalent permanent reduction in commitments thereunder), except to the extent financed with the proceeds of other Indebtedness of the Company or the Restricted Subsidiaries,
(vi)	an amount equal to the aggregate net non-cash gain on the sale, lease, transfer or other disposition of assets by the Company and the Restricted Subsidiaries during such period (other than sales in the ordinary course of business) to the extent included in arriving at such Consolidated Net Income,
(vii)	increases in Consolidated Working Capital for such period,
(viii)	payments by the Company and the Restricted Subsidiaries during such period in respect of long-term liabilities of the Company and the Restricted Subsidiaries other than Indebtedness,
(ix)	without duplication of amounts deducted pursuant to clause (xi) below in prior fiscal years, the aggregate amount of cash consideration paid by the Company and the Restricted Subsidiaries in connection with Investments (including acquisitions) made during such period pursuant to Section 10.5 to the extent that such Investments were financed with internally generated cash flow of the Company and the Restricted Subsidiaries,
(x)	the amount of dividends paid during such period pursuant to clause (b) or (e) of the proviso to Section 10.6 to the extent such dividends were paid with the proceeds of any amount referred to in clause (a) of this definition,
(xi)	the aggregate amount of expenditures actually made by the Company and the Restricted Subsidiaries in cash during such period (including expenditures for the payment of financing fees) to the extent that such expenditures are not expensed during such period,
(xii)	the aggregate amount of any premium, make-whole or penalty payments actually paid in cash by the Company and the Restricted Subsidiaries during such period that are required to be made in connection with any prepayment of

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	Indebtedness and that are accounted for as extraordinary items,
(xiii)	without duplication of amounts deducted from Excess Cash Flow in prior periods, the aggregate consideration required to be paid in cash by the Company or any of the Restricted Subsidiaries pursuant to binding contracts (the “Contract Consideration”) entered into prior to or during such period relating to Permitted Acquisitions to be consummated or made during the period of four consecutive fiscal quarters of the Company following the end of such period, provided that to the extent the aggregate amount of internally generated cash actually utilized to finance such Permitted Acquisitions during such period of four consecutive fiscal quarters is less than the Contract Consideration, the amount of such shortfall shall be added to the calculation of Excess Cash Flow at the end of such period of four consecutive fiscal quarters, and
(xiv)	the amount of taxes paid in cash in such period.

          “Exchange Rate” shall mean on any day with respect to any Foreign Currency, the rate at which such Foreign Currency may be exchanged into U.S. Dollars, as set forth at approximately 11:00 a.m. (London time) on such day on the Reuters World Currency Page for such Foreign Currency, provided that for the purpose of determining the Malaysian Available Commitments, the Multi-Currency Available Commitments or the U.S. Dollar Available Commitments, Exchange Rate shall mean such rate as of three Business Days prior to the date such determination is made; in the event that such rate does not appear on any Reuters World Currency Page, the Exchange Rate shall be determined by reference to such other publicly available service for displaying exchange rates as may be agreed upon by the applicable Administrative Agent and the Company, or, in the absence of such agreement, such Exchange Rate shall instead be the arithmetic average of the spot rates of exchange of the applicable Administrative Agent in the market where its foreign currency exchange operations in respect of such Foreign Currency are then being conducted, at or about 10:00 a.m. (New York City time) on such date for the purchase of U.S. Dollars for delivery two Business Days later.

          “Excluded Subsidiary” means (a) each Subsidiary listed on Schedule 1.1(d) hereto, (b) any Subsidiary that is prohibited by any applicable Requirement of Law from guaranteeing the Obligations, (c) any Restricted Subsidiary acquired pursuant to a Permitted Acquisition financed with secured Indebtedness incurred pursuant to Section 10.1(A)(j) or Section 10.1(A)(k) and each Restricted Subsidiary thereof that guarantees such Indebtedness to the extent that and so long as the financing documentation relating to such Permitted Acquisition to which such Restricted Subsidiary is party prohibits the ability of such Restricted Subsidiary to guarantee or grant a Lien on any of its assets to secure the Obligations, and provided that each such Restricted Subsidiary shall cease to

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be an Excluded Subsidiary under this clause (c) if such secured Indebtedness is repaid or becomes unsecured or if such Restricted Subsidiary ceases to guarantee such secured Indebtedness, as applicable or to the extent such prohibition no longer applies, (d) any other Subsidiary with respect to which, in the reasonable judgment of the Administrative Agents (confirmed in writing by notice to the Company), the cost or other consequences (including any adverse tax consequences) of providing a Guarantee shall be excessive in view of the benefits to be obtained by the Lenders therefrom, and (e) each Unrestricted Subsidiary.

          “Excluded Taxes” shall mean, with respect to any Agent or any Lender, (a) (i) net income taxes and franchise taxes (imposed in lieu of net income taxes) and capital taxes imposed on any Agent or any Lender and (ii) any taxes imposed on any Agent or any Lender as a result of any current of former connection between such Agent or such Lender and the jurisdiction of the Governmental Authority imposing such tax or any political subdivision or taxing authority thereof or therein (other than any such connection arising solely from such Agent or such Lender having executed, delivered or performed its obligations or received a payment under, or having been a party to or having enforced this Agreement or any other Credit Document) and (b) in the case of a Non-U.S. Lender, (i) any U.S. federal withholding tax that is imposed on amounts payable to such Non-U.S. Lender under the law in effect at the time such Non-U.S. Lender becomes a party to this Agreement (or, in the case of a Non-U.S. Participant, on the date such Non-U.S. Participant became a Participant hereunder); provided that this clause (b)(i) shall not apply to the extent that (x) the indemnity payments or additional amounts any Lender (or Participant) would be entitled to receive (without regard to this clause (b)(i)) do not exceed the indemnity payment or additional amounts that the person making the assignment, participation or transfer to such Lender (or Participant) would have been entitled to receive in the absence of such assignment, participation or transfer or (y) any Tax is imposed on a Lender in connection with an interest or participation in any Loan or other obligation that such Lender was required to acquire pursuant to Section 13.8(a) of this Agreement or that such Lender acquired pursuant to Section 13.7 of this Agreement (it being understood and agreed, for the avoidance of doubt, that any withholding tax imposed on a Non-U.S. Lender as a result of a Change in Law occurring after the time such Non-U.S. Lender became a party to this Agreement (or designates a new lending office) shall not be an Excluded Tax) or (ii) any Tax to the extent attributable to such Non-U.S. Lender’s failure to comply with Section 5.4(d).

          “Federal Funds Effective Rate” shall mean, for any day, the weighted average of the per annum rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average of the quotations for the day of such transactions received by the applicable Administrative Agent from three federal funds brokers of recognized standing selected by it.

          “Fees” shall mean all amounts payable pursuant to, or referred to in, Section 4.1.

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          “Final Date” shall mean the date on which the Revolving Credit Commitments shall have terminated, no Revolving Credit Loans shall be outstanding and the Letters of Credit Outstanding shall have been reduced to zero.

          “Foreign Asset Sale” shall have the meaning provided in Section 5.2(h).

          “Foreign Currencies” shall mean any currency other than U.S. Dollars.

          “Foreign Plan” shall mean any employee benefit plan, program, policy, arrangement or agreement maintained or contributed to by the Company or any of its Subsidiaries with respect to employees employed outside the United States.

          “Fronting Fee” shall have the meaning provided in Section 4.1(c).

          “Funded Debt” shall mean all indebtedness of the Company and the Restricted Subsidiaries for borrowed money that matures more than one year from the date of its creation or matures within one year from such date that is renewable or extendable, at the option of the Company or any Restricted Subsidiary, to a date more than one year from such date or arises under a revolving credit or similar agreement that obligates the lender or lenders to extend credit during a period of more than one year from such date, including all amounts of Funded Debt required to be paid or prepaid within one year from the date of its creation and, in the case of a Borrower, Indebtedness in respect of the Loans.

          “GAAP” shall mean generally accepted accounting principles in the United States of America, as in effect from time to time; provided that if there occurs after the date hereof any change in GAAP that affects in any respect the calculation of any covenant contained in Section 10, the Lenders and the Company shall negotiate in good faith amendments to the provisions of this Agreement that relate to the calculation of such covenant with the intent of having the respective positions of the Lenders and the Company after such change in GAAP conform as nearly as possible to their respective positions as of the date of this Agreement and, until any such amendments have been agreed upon, the covenants in Section 10 shall be calculated as if no such change in GAAP has occurred.

          “Governmental Authority” shall mean any nation, sovereign or government, any state, province, territory or other political subdivision thereof, and any entity or authority exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, including a central bank or stock exchange.

          “Guarantee” shall mean (a) the Guarantee, made by each Guarantor in favor of the Administrative Agents for the benefit of the Secured Parties, substantially in the form of Exhibit C, and (b) any other guarantee of the Obligations made by a Restricted Subsidiary in form and substance reasonably acceptable to the Administrative Agents, in each case as the same may be amended, supplemented or otherwise modified from time to time.

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          “Guarantee and Collateral Exception Amount” shall mean, at any time: (a) $250,000,000, minus (b) the sum of (i) the aggregate amount of Indebtedness incurred or assumed prior to such time pursuant to Sections 10.1(A)(j) or 10.1(A)(k) that is outstanding at such time and that was used to acquire, or was assumed in connection with the acquisition of, Stock, Stock Equivalents and/or assets in respect of which guarantees, pledges and security have not been given pursuant to Sections 9.11 and 9.12, (ii) the aggregate New Loan Commitments at such time and (iii) any Indebtedness incurred by any Restricted Subsidiary that is not a Guarantor, provided that if such amount is a negative number, the Guarantee and Collateral Exception Amount shall be zero.

          “Guarantee Obligations” shall mean, as to any Person, any obligation of such Person guaranteeing or intended to guarantee any Indebtedness of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, including any obligation of such Person, whether or not contingent, (a) to purchase any such Indebtedness or any property constituting direct or indirect security therefor, (b) to advance or supply funds (i) for the purchase or payment of any such Indebtedness or (ii) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, (c) to purchase property, securities or services primarily for the purpose of assuring the owner of any such Indebtedness of the ability of the primary obligor to make payment of such Indebtedness or (d) otherwise to assure or hold harmless the owner of such Indebtedness against loss in respect thereof; provided that the term “Guarantee Obligations” shall not include endorsements of instruments for deposit or collection in the ordinary course of business. The amount of any Guarantee Obligation shall be deemed to be an amount equal to the stated or determinable amount of the Indebtedness in respect of which such Guarantee Obligation is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof (assuming such Person is required to perform thereunder) as determined by such Person in good faith.

          “Guarantors” shall mean Holdings and the Subsidiary Guarantors.

          “Hazardous Materials” shall mean (a) any petroleum or petroleum products, radioactive materials, friable asbestos, urea formaldehyde foam insulation, transformers or other equipment that contain dielectric fluid containing regulated levels of polychlorinated biphenyls, and radon gas; (b) any chemicals, materials or substances defined as or included in the definition of “hazardous substances”, “hazardous waste”, “hazardous materials”, “extremely hazardous waste”, “restricted hazardous waste”, “toxic substances”, “toxic pollutants”, “contaminants”, or “pollutants”, or words of similar import, under any applicable Environmental Law; and (c) any other chemical, material or substance, which is prohibited, limited or regulated by any Environmental Law.

          “Hedge Agreements” shall mean interest rate swap, cap or collar agreements, interest rate future or option contracts, currency swap agreements, currency future or option contracts, commodity price protection agreements or other commodity price hedging agreements, and other similar agreements entered into by the Company or any Guarantor in the ordinary course of business (and not for speculative purposes) in

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order to protect the Company or any of the Restricted Subsidiaries against fluctuations in interest rates, currency exchange rates or commodity prices.

          “Historical Financial Statements” shall mean as of the Closing Date, the audited financial statements of the Company and its Subsidiaries for the Company’s 2003 and 2004 fiscal years, consisting of balance sheets and the related consolidated statements of income, shareholders’ equity and cash flows for such fiscal years.

          “Holdings” shall have the meaning provided in the preamble to this Agreement.

          “Increased Amount Date” shall have the meaning provided in Section 2.14.

          “Indebtedness” of any Person shall mean (a) all indebtedness of such Person for borrowed money, (b) the deferred purchase price of assets or services that in accordance with GAAP would be included as liabilities in the balance sheet of such Person, (c) the face amount of all letters of credit issued for the account of such Person and, without duplication, all drafts drawn thereunder, (d) all Indebtedness of a second Person secured by any Lien on any property owned by such first Person, whether or not such Indebtedness has been assumed, (e) all Capitalized Lease Obligations of such Person, (f) all obligations of such Person under interest rate swap, cap or collar agreements, interest rate future or option contracts, currency swap agreements, currency future or option contracts, commodity price protection agreements or other commodity price hedging agreements and other similar agreements and (g) without duplication, all Guarantee Obligations of such Person, provided that Indebtedness shall not include (i) trade payables and accrued expenses, in each case payable directly or through a bank clearing arrangement and arising in the ordinary course of business, (ii) deferred or prepaid revenue, (iii) purchase price holdbacks in respect of a portion of the purchase price of an asset to satisfy warranty or other unperformed obligations of the respective seller and (iv) liabilities in respect of netting services, overdraft protection, employee credit card programs and similar treasury, depository or cash management arrangements, in each case, (A) arising in the ordinary course of business and (B) to the extent such liability is not included as debt on such Person’s balance sheet.

          “Indemnified Taxes” shall mean all Taxes (other than Excluded Taxes) and Other Taxes.

          “Intellectual Property License Agreement” shall mean the Intellectual Property License Agreement, dated as of the date hereof, between the Seller and the Parent as the same may be amended or otherwise modified from time to time.

          “Interest Period” shall mean, with respect to any Term Loan or Revolving Credit Loan, the interest period applicable thereto, as determined pursuant to Section 2.9.

          “Investment” shall mean, for any Person: (a) the acquisition (whether for cash, property, services or securities or otherwise) of Stock, Stock Equivalents, bonds,

27

notes, debentures, partnership or other ownership interests or other securities of any other Person (including any “short sale” or any sale of any securities at a time when such securities are not owned by the Person entering into such sale); (b) the making of any deposit with, or advance, loan or other extension of credit to, any other Person (including the purchase of property from another Person subject to an understanding or agreement, contingent or otherwise, to resell such property to such Person), but excluding any such advance, loan or extension of credit having a term not exceeding 364 days arising in the ordinary course of business and excluding also any Investment in leases entered into in the ordinary course of business; or (c) the entering into of any guarantee of, or other contingent obligation with respect to, Indebtedness or other monetary liability of any other Person.

          “Investors” shall mean the Sponsors, the Management Investors and each other investor providing a portion of the Equity Investments on the Closing Date.

          “Japanese Security Documents” shall mean any Security Documents governed by the laws of Japan.

          “Joinder Agreement” shall mean an agreement substantially in the form of Exhibit M.

          “Joint Lead Arrangers” shall mean Citigroup Global Markets Inc. and Lehman Brothers Inc.

          “Joint Ventures” shall mean any Person in which the Company or a Restricted Subsidiary maintains an equity investment, but which is not a Subsidiary of the Company or a Restricted Subsidiary.

          “KKR” shall mean each of Kohlberg Kravis Roberts & Co., L.P. and KKR Associates, L.P.

          “L/C Maturity Date” shall mean the date that is five Business Days prior to the Revolving Credit Maturity Date.

          “L/C Participant” shall have the meaning provided in Section 3.3(a).

          “L/C Participation” shall have the meaning provided in Section 3.3(a).

          “Lender” shall have the meaning provided in the preamble to this Agreement.

          “Lender Default” shall mean (a) the failure (which has not been cured) of a Lender to make available its portion of any Borrowing or to fund its portion of any unreimbursed payment under Section 3.3 or (b) a Lender having notified the applicable Administrative Agent and/or the Company that it does not intend to comply with the obligations under Section 2.1(a), 2.1(b), 2.1(d) or 3.3, in the case of either clause (a) or

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clause (b) above, as a result of the appointment of a receiver or conservator with respect to such Lender at the direction or request of any regulatory agency or authority.

          “Letter of Credit” shall have the meaning provided in Section 3.1(a).

          “Letter of Credit Exposure” shall mean, with respect to any U.S. Dollar Lender, at any time, the sum of (a) the amount of any Unpaid Drawings in respect of which such U.S. Dollar Lender has made (or is required to have made) payments to the Letter of Credit Issuer pursuant to Section 3.4(a) at such time and (b) such U.S. Dollar Lender’s U.S. Dollar Revolving Credit Commitment Percentage of the Letters of Credit Outstanding at such time (excluding the portion thereof consisting of Unpaid Drawings in respect of which the U.S. Dollar Lenders have made (or are required to have made) payments to the Letter of Credit Issuer pursuant to Section 3.4(a)).

          “Letter of Credit Fee” shall have the meaning provided in Section 4.1(b).

          “Letter of Credit Issuer” shall mean Citibank N.A., Singapore Branch, any of its Affiliates or any successor pursuant to Section 3.6. The Letter of Credit Issuer may, in its discretion, arrange for one or more Letters of Credit to be issued by Affiliates of the Letter of Credit Issuer, and in each such case the term “Letter of Credit Issuer” shall include any such Affiliate with respect to Letters of Credit issued by such Affiliate. In the event that there is more than one Letter of Credit Issuer at any time, references herein and in the other Credit Documents to the Letter of Credit Issuer shall be deemed to refer to the Letter of Credit Issuer in respect of the applicable Letter of Credit or to all Letter of Credit Issuers, as the context requires.

          “Letters of Credit Outstanding” shall mean at any time, the sum of, without duplication, (a) the aggregate Stated Amount of all outstanding Letters of Credit and (b) the aggregate amount of all Unpaid Drawings in respect of all Letters of Credit.

          “Letter of Credit Request” shall have the meaning provided in Section 3.2(d).

          “Level A Status” shall mean, on any date, the Consolidated Total Debt to Adjusted EBITDA Ratio is greater than or equal to 3.50 to 1.00 as of such date.

          “Level B Status” shall mean, on any date, the circumstance that Level A Status does not exist and the Consolidated Total Debt to Adjusted EBITDA Ratio is less than 3.50 to 1.00 as of such date.

          “Level I Status” shall mean, on any date, the Consolidated Total Debt to Adjusted EBITDA Ratio is greater than or equal to 3.75 to 1.00 as of such date.

          “Level II Status” shall mean, on any date, the circumstance that Level I Status does not exist and the Consolidated Total Debt to Adjusted EBITDA Ratio is greater than or equal to 3.25 to 1.00 as of such date.

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          “Level III Status” shall mean, on any date, the circumstance that neither Level I Status nor Level II Status exists and the Consolidated Total Debt to Adjusted EBITDA Ratio with respect to the Applicable ABR Margin and Applicable LIBOR Margin, is greater than or equal to 2.75 to 1.00 as of such date.

          “Level IV Status” shall mean, on any date, the circumstance that the Consolidated Total Debt to Adjusted EBITDA Ratio is less than 2.75 to 1.00.

          “LIBOR Loan” shall mean any LIBOR Term Loan, LIBOR Revolving Credit Loan or LIBOR Swingline Loan.

          “LIBOR Rate” shall mean, in the case of any LIBOR Term Loan or LIBOR Revolving Credit Loan, with respect to each day during each Interest Period pertaining to such LIBOR Loan, (a) the rate of interest determined on the basis of the rate for deposits in U.S. Dollars for a period equal to such Interest Period commencing on the first day of such Interest Period appearing on Page 3750 of the Telerate screen as of 11:00 a.m. (London time) two Business Days prior to the beginning of such Interest Period multiplied by (b) the Statutory Reserve Rate. In the event that any such rate does not appear on the applicable Page of the Telerate Service (or otherwise on such service), the “LIBOR Rate” for the purposes of this paragraph shall be determined by reference to such other publicly available service for displaying LIBOR rates as may be agreed upon by the Administrative Agents and the Borrowers or, in the absence of such agreement, the “LIBOR Rate” for the purposes of this paragraph shall instead be the rate per annum notified to the applicable Administrative Agent by the Reference Lender as the rate at which the Reference Lender is offered U.S. Dollar deposits at or about 11:00 a.m. (London time) two Business Days prior to the beginning of such Interest Period in the interbank LIBOR market where the LIBOR and foreign currency and exchange operations in respect of its LIBOR Loans are then being conducted for delivery on the first day of such Interest Period for the number of days comprised therein and in an amount comparable to the amount of its LIBOR Term Loan or LIBOR Revolving Credit Loan, as the case may be, to be outstanding during such Interest Period.

          “LIBOR Revolving Credit Loan” shall mean any Revolving Credit Loan bearing interest at a rate determined by reference to the LIBOR Rate.

          “LIBOR Swingline Loan” shall mean any Swingline Loan bearing interest at a rate determined by reference to the LIBOR Rate.

          “LIBOR Term Loan” shall mean any Term Loan bearing interest at a rate determined by reference to the LIBOR Rate.

          “Lien” shall mean any mortgage, pledge, security interest, hypothecation, assignment, lien (statutory or other) or similar encumbrance (including any agreement to give any of the foregoing, any conditional sale or other title retention agreement or any lease in the nature thereof).

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          “Loan” shall mean any Revolving Credit Loan, Swingline Loan, Term Loan, New Revolving Loan or New Tranche B Term Loan made by any Lender hereunder.

          “Local Time” shall mean, with respect to (a) any Borrowing by or of the Lux Borrower, New York City time and (b) any Borrowing by or of any other Borrower, Hong Kong time.

          “Lux Borrower” shall have the meaning provided in the preamble to this Agreement.

          “Lux Intercompany Loans” shall mean any intercompany loans made by the Lux Borrower with the proceeds of the Tranche B-1 Term Loans to certain Restricted Subsidiaries on the Closing Date for the purpose of financing a portion of the Acquisition.

          “Management Investors” shall mean the directors, management officers and employees of the Company and its Subsidiaries who are investors in Holdings and/or the Parent on the Closing Date.

          “Malaysia” shall mean the Federation of Malaysia.

          “Malaysian Available Commitments” shall mean, at any time, an amount equal to the excess, if any, of (a) the then effective Total Malaysian Revolving Credit Commitments over (b) the sum of the aggregate principal amount of all Malaysian Revolving Credit Loans (but not Malaysian Swingline Loans) or New Malaysian U.S. Dollar Revolving Credit Loans, as applicable, then outstanding.

          “Malaysian Base Lending Rate” shall mean the rate of interest per annum publicly announced from time to time by the Citibank Berhad as its base lending rate in effect at its principal office in Kuala Lumpur for extensions of credit (the Malaysian Base Lending Rate not being intended to be the lowest rate of interest charged by Citibank Berhad in connection with extensions of credit to debtors).

          “Malaysian Borrower” shall have the meaning provided in the preamble to this Agreement.

          “Malaysian Borrowing” shall mean Malaysian Revolving Credit Loans, or New Malaysian U.S. Dollar Revolving Credit Loans, as the case may be, made on the same day by the Malaysian Lenders ratably according to their respective Malaysian Revolving Credit Commitments.

          “Malaysian Commitment Conversion Date” shall have the meaning provided in Section 2.15(a).

          “Malaysian Commitment Conversion Notice” shall have the meaning provided in Section 2.15(a).

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          “Malaysian Lender” shall mean each Lender having a Malaysian Revolving Credit Commitment.

          “Malaysian Lending Office” shall mean, with respect to any Lender, the office of such Lender specified as its “Malaysian Lending Office” opposite its name on Schedule 1.1(a) or on the Assignment and Acceptance by which it became a Lender or such other office of such Lender as such Lender may from time to time specify to the Company and the Asian Administrative Agent.

          “Malaysian Mandatory Borrowing” shall have the meaning provided in Section 2.1(d)(ii).

          “Malaysian Revolving Credit Commitment” shall mean, (a) with respect to each Malaysian Lender that is a Malaysian Lender on the date hereof, the amount set forth opposite such Lender’s name on Schedule 1.1(c) as such Lender’s “Malaysian Revolving Credit Commitment,” and (b) in the case of any Lender that becomes a Lender after the date hereof, the amount specified as such Lender’s “Malaysian Revolving Credit Commitment” in the Assignment and Acceptance pursuant to which such Lender assumed a portion of the Total Malaysian Revolving Credit Commitment, in each case as the same may be changed from time to time pursuant to the terms hereof. The aggregate amount of the Malaysian Revolving Credit Commitments as of the Closing Date is U.S. Dollar Equivalent of $20,000,000.

          “Malaysian Revolving Credit Commitment Percentage” shall mean, at any time, for each Malaysian Lender, the percentage obtained by dividing (a) such Lender’s Malaysian Revolving Credit Commitment by (b) the aggregate amount of the Malaysian Revolving Credit Commitments, provided that at any time when the Total Malaysian Revolving Credit Commitment shall have been terminated, each Malaysian Lender’s Revolving Credit Commitment Percentage shall be its Malaysian Revolving Credit Commitment Percentage as in effect immediately prior to such termination.

          “Malaysian Revolving Credit Exposure” shall mean, with respect to any Lender at any time, the sum of the U.S. Dollar Equivalent of (a) the aggregate principal amount of the Malaysian Revolving Credit Loans or New Malaysian U.S. Dollar Revolving Credit Loans, as applicable, of such Lender then outstanding and (b) such Lender’s Malaysian Revolving Credit Commitment Percentage of the aggregate principal amount of all outstanding Malaysian Swingline Loans.

          “Malaysian Revolving Credit Facility” shall mean the Malaysian Revolving Credit Commitments and the provisions herein related to the Malaysian Revolving Credit Loans and New Malaysian U.S. Dollar Revolving Credit Loans, as applicable.

          “Malaysian Revolving Credit Loan” shall mean each Malaysian U.S. Dollar Loan and each Malaysian Ringgit Loan, and, collectively, the “Malaysian Revolving Credit Loans”.

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          “Malaysian Ringgit Loan” shall have the meaning provided in Section 2.1(b)(iii)(B).

          “Malaysian Ringgit Swingline Loan” shall have the meaning provided in Section 2.1(c)(ii)(A).

          “Malaysian Security Agency Agreement” shall bean the Security Agency Agreement executed or to be executed by the Borrowers, Holdings, Avago Technologies Wireless Holding (Labuan) Corporation (f/k/a Argos Wireless Holding (Labuan) Corporation), Avago Technologies Imaging Holding (Labuan) Corporation (f/k/a Argos Imaging Holding (Labuan) Corporation), Avago Technologies Enterprise Holding (Labuan) Corporation (f/k/a Argos Enterprise Holding (Labuan) Corporation), Avago Technologies Storage Holding (Labuan) Corporation (f/k/a Argos Storage Holding (Labuan) Corporation), Avago Technologies Fiber Holding (Labuan) Corporation (f/k/a Argos Fiber Holding (Labuan) Corporation), Avago Technologies General IP (Singapore) Pte. Ltd., the Administrative Agents and the Collateral Agent.

          “Malaysian Swingline Commitment” shall mean U.S. Dollar Equivalent of $20,000,000.

          “Malaysian Swingline Lender” shall mean Citibank Berhad in its capacity as lender of Malaysian U.S. Dollar Swingline Loans and Malaysian Ringgit Swingline Loans hereunder.

          “Malaysian Swingline Loan” shall mean each Malaysian U.S. Dollar Swingline Loan and each Malaysian Ringgit Swingline Loan.

          “Malaysian U.S. Dollar Loan” shall have the meaning provided in Section 2.1(b)(iii)(A).

          “Malaysian U.S. Dollar Swingline Loan” shall have the meaning provided in Section 2.1(c)(ii)(B).

          “Mandatory Borrowing” shall mean each Multi-Currency Mandatory Borrowing and each Malaysian Mandatory Borrowing.

          “Master Separation Agreement” shall mean the Master Separation Agreement, dated as of August 14, 2005, between the Seller and the Parent as the same may be amended or otherwise modified from time to time.

          “Material Adverse Change” shall mean any event or circumstance which has resulted or is reasonably likely to result in a material adverse change in the business, assets, operations, properties or financial condition of Holdings and its Subsidiaries, taken as a whole, or that would materially adversely affect the ability of Holdings and the other Credit Parties, taken as a whole, to perform their respective payment obligations under this Agreement or any of the other Credit Documents.

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          “Material Adverse Effect” shall mean a circumstance or condition affecting the business, assets, operations, properties or financial condition of Holdings and the Subsidiaries, taken as a whole, that would materially adversely affect (a) the ability of Holdings and the other Credit Parties, taken as a whole, to perform their respective payment obligations under this Agreement or any of the other Credit Documents or (b) the rights and remedies of the Agents and the Lenders under this Agreement or any of the other Credit Documents.

          “Material Subsidiary” shall mean, at any date of determination, each Restricted Subsidiary of the Company (a) whose total assets at the last day of the Test Period ending on the last day of the most recent fiscal period for which Section 9.1 Financials have been delivered were equal to or greater than 5% of the consolidated total assets of the Company and the Restricted Subsidiaries at such date or (b) whose gross revenues for such Test Period were equal to or greater than 5% of the consolidated gross revenues of the Company and the Restricted Subsidiaries for such period, in each case determined in accordance with GAAP.

          “Maturity Date” shall mean the Tranche B Term Loan Maturity Date or the Revolving Credit Maturity Date.

          “Minimum Borrowing Amount” shall mean with respect to a Borrowing of (a) Term Loans or Revolving Credit Loans denominated in U.S. Dollars, $1,000,000, (b) Swingline Loans denominated in U.S. Dollars, $100,000, (c) Revolving Credit Loans denominated in Singapore Dollars, S$1,000,000, (d) Swingline Loans denominated in Singapore Dollars, S$100,000, (e) Revolving Credit Loans denominated in Ringgit, RM4,000,000 and (f) Swingline Loans denominated in Ringgit, RM400,000.

          “Minority Investment” shall mean any Person (other than a Subsidiary) in which the Company or any Restricted Subsidiary owns Stock or Stock Equivalents.

          “Moneylenders Act” shall mean the Money Lenders Act, Chapter 188 of Singapore.

          “Moody’s” shall mean Moody’s Investors Service, Inc. or any successor by merger or consolidation to its business.

          “Mortgage” shall mean a Mortgage, Assignment of Leases and Rents, Security Agreement and Financing Statement or other security document entered into by the owner of a Mortgaged Property and the Collateral Agent for the benefit of the Secured Parties in respect of that Mortgaged Property, (a) substantially in the form of Exhibit D, (b) otherwise listed on Schedule 6.1 or (c) entered into after the Closing Date pursuant to Section 9.14(b), in each case, as the same may be amended, supplemented or otherwise modified from time to time.

          “Mortgaged Property” shall mean, initially, each parcel of real estate and the improvements thereto owned by a Credit Party and identified on Schedule 1.1(b), and

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includes each other parcel of real property and improvements thereto with respect to which a Mortgage is granted pursuant to Section 9.14.

          “Multi-Currency Available Commitments” shall mean, at any time, an amount equal to the excess, if any, of (a) the then effective Total Multi-Currency Revolving Credit Commitments over (b) the aggregate principal amount of all Multi-Currency Revolving Credit Loans (but not Multi-Currency Swingline Loans) then outstanding at such time.

          “Multi-Currency Borrowers” shall mean the U.S. Borrowers and the Singaporean Borrower.

          “Multi-Currency Borrowing” shall mean Multi-Currency Revolving Credit Loans made on the same day by the Multi-Currency Lenders ratably according to their respective Multi-Currency Revolving Credit Commitments.

          “Multi-Currency Lender” shall mean each Lender having a Multi-Currency Revolving Credit Commitment.

          “Multi-Currency Mandatory Borrowing” shall have the meaning provided in Section 2.1(d)(i).

          “Multi-Currency Revolving Credit Commitment” shall mean, (a) with respect to each Multi-Currency Lender that is a Multi-Currency Lender on the date hereof, the amount set forth opposite such Lender’s name on Schedule 1.1(c) as such Lender’s “Multi-Currency Revolving Credit Commitment,” and (b) in the case of any Lender that becomes a Lender after the date hereof, the amount specified as such Lender’s “Multi-Currency Revolving Credit Commitment” in the Assignment and Acceptance pursuant to which such Lender assumed a portion of the Total Multi-Currency Revolving Credit Commitment, in each case as the same may be changed from time to time pursuant to the terms hereof. The aggregate amount of the Multi-Currency Revolving Credit Commitments as of the Closing Date is U.S. Dollar Equivalent of $90,000,000.

          “Multi-Currency Revolving Credit Commitment Percentage” shall mean, at any time, for each Multi-Currency Lender, the percentage obtained by dividing (a) such Lender’s Multi-Currency Revolving Credit Commitment by (b) the aggregate amount of the Multi-Currency Revolving Credit Commitments, provided that at any time when the Total Multi-Currency Revolving Credit Commitment shall have been terminated, each Multi-Currency Lender’s Revolving Credit Commitment Percentage shall be its Multi-Currency Revolving Credit Commitment Percentage as in effect immediately prior to such termination.

          “Multi-Currency Revolving Credit Exposure” shall mean, with respect to any Lender at any time, the sum of the U.S. Dollar Equivalent of (a) the aggregate principal amount of the Multi-Currency Revolving Credit Loans of such Lender then outstanding, and (b) such Lender’s Multi-Currency Revolving Credit Commitment

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Percentage of the aggregate principal amount of all outstanding Multi-Currency Swingline Loans.

          “Multi-Currency Revolving Credit Facility” shall mean the Multi-Currency Revolving Credit Commitments and the provisions herein related to the Multi-Currency Revolving Credit Loans.

          “Multi-Currency Revolving Credit Loan” shall mean each Multi-Currency U.S. Dollar Loan and each Multi-Currency Singapore Dollar Loan and, collectively, the “Multi-Currency Revolving Credit Loans”.

          “Multi-Currency Singapore Dollar Loan” shall have the meaning provided in Section 2.1(b)(ii)(B).

          “Multi-Currency Singapore Dollar Swingline Loan” shall have the meaning provided in Section 2.1(c)(ii)(B).

          “Multi-Currency Swingline Commitment” shall mean the U.S. Dollar Equivalent of $50,000,000.

          “Multi-Currency Swingline Lender” shall mean Citibank N.A., Singapore Branch, in its capacity as lender of Multi-Currency Swingline Loans hereunder.

          “Multi-Currency Swingline Loan” shall mean each Multi-Currency U.S. Dollar Swing Loan and each Multi-Currency Singapore Dollar Swing Loan.

          “Multi-Currency U.S. Dollar Loan” shall have the meaning provided in Section 2.1(b)(ii)(A).

          “Multi-Currency U.S. Dollar Swingline Loan” shall have the meaning provided in Section 2.1(c)(ii)(A).

          “Net Cash Proceeds” shall mean, with respect to any Prepayment Event or the issuance after the Closing Date by any Borrower of any Stock, Stock Equivalents (a) the gross cash proceeds (including payments from time to time in respect of installment obligations, if applicable) received by or on behalf of the Company or any of the Restricted Subsidiaries in respect of such Prepayment Event or issuance, as the case may be, less (b) the sum of:

(i)	in the case of any Prepayment Event, the amount, if any, of all taxes paid or estimated to be payable by the Company or any of the Restricted Subsidiaries in connection with such Prepayment Event,
(ii)	in the case of any Prepayment Event, the amount of any reasonable reserve established in accordance with GAAP against any liabilities (other than any taxes deducted

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	pursuant to clause (i) above) (x) associated with the assets that are the subject of such Prepayment Event and (y) retained by the Company or any of the Restricted Subsidiaries, provided that the amount of any subsequent reduction of such reserve (other than in connection with a payment in respect of any such liability) shall be deemed to be Net Cash Proceeds of such a Prepayment Event occurring on the date of such reduction,
(iii)	in the case of any Prepayment Event, the amount of any Indebtedness secured by a Lien on the assets that are the subject of such Prepayment Event to the extent that the instrument creating or evidencing such Indebtedness requires that such Indebtedness be repaid upon consummation of such Prepayment Event,
(iv)	in the case of any Asset Sale Prepayment Event (other than a transaction permitted by Section 10.4(e)(ii)), Casualty Event or Permitted Sale Leaseback, the amount of any proceeds of such Prepayment Event that (A) the Company has paid as dividends pursuant to Section 10.6(d) or has used to repay, repurchase or redeem or otherwise defease any Subordinated Indebtedness pursuant to Section 10.7(a)(ii) (or any other Senior Notes or any Permitted Additional Notes that do not constitute Subordinated Indebtedness to the extent the conditions set forth in Section 10.7(a)(ii) would be satisfied with respect to such Asset Sale Prepayment Event) and (B) the Company or any Subsidiary has reinvested (or intends to reinvest within the Reinvestment Period or has entered into a binding commitment prior to the last day of the Reinvestment Period to reinvest) in the business of the Company or any of the Restricted Subsidiaries (subject to Section 10.11), provided that any portion of such proceeds that has not been so used within such Reinvestment Period shall, unless such Borrower or a Subsidiary has entered into a binding commitment prior to the last day of such Reinvestment Period to reinvest such proceeds, (x) be deemed to be Net Cash Proceeds of an Asset Sale Prepayment Event, Casualty Event or Permitted Sale Leaseback occurring on the last day of such Reinvestment Period or 180 days after the date such Borrower or such Subsidiary has entered into such binding commitment, as applicable, and (y) be applied to the repayment of Term Loans in accordance with Section 5.2(a)(i); and

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(v) in the case of any Prepayment Event or the issuance by any Borrower of any Stock or Stock Equivalents, reasonable and customary fees, commissions, expenses, issuance costs, discounts and other costs paid by the Company or any of the Restricted Subsidiaries, as applicable, in connection with such Prepayment Event or issuance, as the case may be (other than those payable to any Borrower or any Subsidiary of any Borrower), in each case only to the extent not already deducted in arriving at the amount referred to in clause (a) above.

          “New Loan Commitments” shall have the meaning provided in Section 2.14.

          “New Malaysian U.S. Dollar Revolving Credit Commitment” shall have the meaning provided in Section 2.15(a).

          “New Malaysian U.S. Dollar Revolving Credit Loan” and “New Malaysian U.S. Dollar Revolving Credit Loans” shall have the meaning provided in Section 2.15(b).

          “New Revolving Credit Commitments” shall have the meaning provided in Section 2.14.

          “New Revolving Loan Lender” shall have the meaning provided in Section 2.14.

          “New Revolving Loans” shall have the meaning provided in Section 2.14.

          “New Tranche B Repayment Amount” shall have the meaning provided in Section 2.5(b)(iii).

          “New Tranche B Term Loan Commitments” shall have the meaning provided in Section 2.14.

          “New Tranche B Term Loan Lender” shall have the meaning provided in Section 2.14.

          “New Tranche B Term Loan Maturity Date” shall mean the date on which a New Tranche B Term Loan matures.

          “New Tranche B Term Loans” shall have the meaning provided in Section 2.14.

          “Non-Cash Charges” shall have the meaning provided in the definition of Consolidated EBITDA.

          “Non-Consenting Lender” shall have the meaning provided in Section 13.7.

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          “Non-Defaulting Lender” shall mean and include each Lender other than a Defaulting Lender.

          “Non-U.S. Lender” shall mean any Lender that is not, for United States federal income tax purposes, (i) a citizen or resident of the United States, (ii) a corporation or partnership or entity treated as a corporation or partnership created or organized in or under the laws of the United States, or any political subdivision thereof, (iii) an estate whose income is subject to U.S. federal income taxation regardless of its source or (iv) a trust if a court within the United States is able to exercise primary supervision over the administration of such trust and one or more United States persons have the authority to control all substantial decisions of such trust or a trust that has a valid election in effect under applicable U.S. Treasury regulations to be treated as a United States person.

          “Non-U.S. Participant” shall mean any Participant that would qualify as a Non-U.S. Lender if it were a Lender.

          “Non-U.S. Subsidiary” shall mean each Subsidiary of Holdings or the Company that is organized under the laws of any jurisdiction outside of the United States of America, any state or territory thereof, or the District of Columbia.

          “Note” shall have the meaning provided in Section 13.6(d).

          “Notice of Borrowing” shall have the meaning provided in Section 2.3.

          “Notice of Conversion or Continuation” shall have the meaning provided in Section 2.6.

          “Obligations” shall have the meaning assigned to such term in the Security Documents.

          “Other Taxes” shall mean any and all present or future stamp, documentary or any other excise, property or similar taxes (including interest, fines, penalties, additions to tax and related expenses with regard thereto) arising directly from any payment made or required to be made under this Agreement or from the execution or delivery of, registration or enforcement of, consummation or administration of, or otherwise with respect to, this Agreement or any other Credit Document.

          “Parent” shall have the meaning provided in the preamble to this Agreement.

          “Participant” shall have the meaning provided in Section 13.6(c)(i).

          “Patriot Act” shall have the meaning provided in Section 13.21.

          “PBGC” shall mean the Pension Benefit Guaranty Corporation established pursuant to Section 4002 of ERISA, or any successor thereto.

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          “Perfection Certificate” shall mean a certificate of each Borrower in the form of Exhibit E or any other form approved by the Collateral Agent.

          “Permitted Acquisition” shall mean the acquisition, by merger or otherwise, by the Company or any of the Restricted Subsidiaries of assets or Stock or Stock Equivalents, so long as (a) such acquisition and all transactions related thereto shall be consummated in accordance with applicable law; (b) such acquisition shall result in the issuer of such Stock or Stock Equivalents becoming a Restricted Subsidiary and a Subsidiary Guarantor, to the extent required by Section 9.11; (c) such acquisition shall result in the Collateral Agent, for the benefit of the applicable Lenders, being granted a security interest in any Stock, Stock Equivalents or any assets so acquired, to the extent required by Sections 9.11, 9.12 and/or 9.14; (d) after giving effect to such acquisition, no Default or Event of Default shall have occurred and be continuing; and (e) the Company shall be in compliance, on a pro forma basis after giving effect to such acquisition (including any Indebtedness assumed or permitted to exist or incurred pursuant to Sections 10.1(A)(j) and 10.1(A)(k), respectively, and any related Pro Forma Adjustment), with the covenant set forth in Section 10.9 as such covenant is recomputed as at the last day of the most recently ended Test Period under such Section as if such acquisition had occurred on the first day of such Test Period.

          “Permitted Additional Notes” shall mean senior or senior subordinated notes, issued by Holdings or any Borrower, (a) the terms of which (i) do not provide for any scheduled repayment, mandatory redemption or sinking fund obligation prior to the date on which the final maturity of the Senior Notes occurs (as in effect on the Closing Date) (other than customary offers to purchase upon a change of control, asset sale or event of loss and customary acceleration rights after an event of default) and (ii) to the extent senior subordinated notes, provide for customary subordination to the Obligations under the Credit Documents, (b) the covenants, events of default, guarantees and other terms of which (other than interest rate and redemption premiums), taken as a whole, are not more restrictive to the Borrowers and the Subsidiaries than those in the Senior Notes; provided that a certificate of an Authorized Officer of the Company is delivered to the Administrative Agents at least ten Business Days (or such shorter period as the Administrative Agents may reasonably agree) prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that the Company has determined in good faith that such terms and conditions satisfy the foregoing requirement shall be conclusive evidence that such terms and conditions satisfy the foregoing requirement unless the Administrative Agents notify the Company within such period that it disagrees with such determination (including a reasonable description of the basis upon which it disagrees), and (c) of which no Subsidiary of the Company (other than a Guarantor) is an obligor under such notes that is not an obligor under the Senior Notes.

          “Permitted Capital Expenditure Amount” shall have the meaning provided in Section 10.10.

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          “Permitted Investments” shall mean:

(a)	securities issued or unconditionally guaranteed by the United States government or any agency or instrumentality thereof, in each case having maturities of not more than 24 months from the date of acquisition thereof;
(b)	securities issued by any state of the United States of America or any political subdivision of any such state or any public instrumentality thereof or any political subdivision of any such state or any public instrumentality thereof having maturities of not more than 24 months from the date of acquisition thereof and, at the time of acquisition, having an investment grade rating generally obtainable from either S&P or Moody’s (or, if at any time neither S&P nor Moody’s shall be rating such obligations, then from another nationally recognized rating service);
(c)	commercial paper issued by any Lender or any bank holding company owning any Lender;
(d)	commercial paper maturing no more than 12 months after the date of creation thereof and, at the time of acquisition, having a rating of at least A-2 or P-2 from either S&P or Moody’s (or, if at any time neither S&P nor Moody’s shall be rating such obligations, an equivalent rating from another nationally recognized rating service);
(e)	certificates of deposit or bankers’ acceptances issued by, or time deposits with, any Lender or any other bank having combined capital and surplus of not less than $250,000,000 in the case of domestic banks and $100,000,000 (or the U.S. Dollar Equivalent thereof) in the case of foreign banks, in each case, having maturities of no more than two years;
(f)	repurchase agreements with a term of not more than 30 days for underlying securities of the type described in clauses (a), (b) and (e) above entered into with any bank meeting the qualifications specified in clause (e) above or securities dealers of recognized national standing;
(g)	marketable short-term money market and similar funds (x) either having assets in excess of $250,000,000 or (y) having a rating of at least A-2 or P-2 from either S&P or Moody’s (or, if at any time neither S&P nor Moody’s shall be rating such obligations, an equivalent rating from another nationally recognized rating service);

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(h)	shares of investment companies that are registered under the Investment Company Act of 1940 and substantially all the investments of which are one or more of the types of securities described in clauses (a) through (g) above; and
(i)	in the case of Investments by any Restricted Subsidiary organized under the law of a jurisdiction outside of the United States of America or Investments made in a country outside the United States of America, other customarily utilized high-quality Investments in the country where such Restricted Subsidiary is located or in which such Investment is made.

          “Permitted Liens” shall mean:

(a)	Liens for taxes, assessments or governmental charges or claims not yet due or which are being contested in good faith and by appropriate proceedings for which appropriate reserves have been established in accordance with GAAP;
(b)	Liens in respect of property or assets of any of the Borrowers or any of the Subsidiaries imposed by law, such as carriers’, warehousemen’s and mechanics’ Liens and other similar Liens arising in the ordinary course of business, in each case so long as such Liens arise in the ordinary course of business and do not individually or in the aggregate have a Material Adverse Effect;
(c)	Liens arising from judgments or decrees in circumstances not constituting an Event of Default under Section 11.11;
(d)	Liens incurred or deposits made in connection with workers’ compensation, unemployment insurance and other types of social security, or to secure the performance of tenders, statutory obligations, surety and appeal bonds, bids, leases, government contracts, performance and return-of-money bonds and other similar obligations incurred in the ordinary course of business;
(e)	ground leases in respect of real property on which facilities owned or leased by any Borrower or any of its Subsidiaries are located;
(f)	easements, rights-of-way, restrictions, minor defects or irregularities in title and other similar charges or encumbrances not interfering in any material respect with the business of any Borrower and its Subsidiaries, taken as a whole;
(g)	any interest or title of a lessor or secured by a lessor’s interest under any lease permitted by this Agreement;

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(h)	Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods;
(i)	Liens on goods the purchase price of which is financed by a documentary letter of credit issued for the account of any Borrower or any of its Subsidiaries, provided that such Lien secures only the obligations of such Borrower or such Subsidiaries in respect of such letter of credit to the extent permitted under Section 10.1;
(j)	leases or subleases granted to others not interfering in any material respect with the business of any Borrower and its Subsidiaries, taken as a whole; and
(k)	Liens created in the ordinary course of business in favor of banks and other financial institutions over credit balances of any bank accounts of the Company and the Restricted Subsidiaries held at such banks or financial institutions, as the case may be, to facilitate the operation of cash pooling and/or interest set-off arrangements in respect of such bank accounts in the ordinary course of business.

          “Permitted Sale Leaseback” shall mean any Sale Leaseback consummated by the Company or any of the Restricted Subsidiaries after the Closing Date, provided that any such Sale Leaseback not between a Borrower and any Guarantor or any Guarantor and another Guarantor is consummated for fair value as determined at the time of consummation in good faith by the Company or such Restricted Subsidiary and, in the case of any Sale Leaseback (or series of related Sale Leasebacks) the aggregate proceeds of which exceed $20,000,000, the board of directors of the Company or such Restricted Subsidiary (which such determination may take into account any retained interest or other Investment of the Company or such Restricted Subsidiary in connection with, and any other material economic terms of, such Sale Leaseback).

          “Person” shall mean any individual, partnership, joint venture, firm, corporation, limited liability company, association, trust or other enterprise or any Governmental Authority.

          “Plan” shall mean any multiemployer or single-employer plan, as defined in Section 4001 of ERISA and subject to Title IV of ERISA, that is or was within any of the preceding six plan years maintained or contributed to by (or to which there is or was an obligation to contribute or to make payments to) Holdings, the Company, a Subsidiary or an ERISA Affiliate.

          “Platform” shall have the meaning provided in Section 13.20(b).

          “Pledge Agreements” shall mean (a) the Pledge Agreement, entered into by the relevant pledgors party thereto and the Collateral Agent for the benefit of the Lenders

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and other Secured Parties, substantially in the form of Exhibit F, on the Closing Date, (b) each other pledge agreement listed on Schedule 6.1 delivered on Closing Date and (c) any other pledge agreement delivered pursuant to Section 9.12, in each case, as the same may be amended, supplemented or otherwise modified from time to time.

          “Post-Acquisition Period” means, with respect to any Permitted Acquisition, the period beginning on the date such Permitted Acquisition is consummated and ending on the last day of the sixth full consecutive fiscal quarter immediately following the date on which such Permitted Acquisition is consummated.

          “Prepayment Event” shall mean any Asset Sale Prepayment Event, Debt Incurrence Prepayment Event, Casualty Event or any Permitted Sale Leaseback.

          “Prime Rate” shall mean the U.S. Prime Rate, the Singaporean Prime Rate or the Malaysian Base Lending Rate, as applicable.

          “Process Agent” shall have the meaning provided in Section 13.16.

          “Pro Forma Adjustment” shall mean, for any Test Period that includes all or any part of a fiscal quarter included in any Post-Acquisition Period, with respect to the Acquired EBITDA of the applicable Acquired Entity or Business or the Consolidated EBITDA of the Company, the pro forma increase or decrease in such Acquired EBITDA or such Consolidated EBITDA, as the case may be, projected by the Company in good faith as a result of (a) actions taken during such Post-Acquisition Period for the purposes of realizing reasonably identifiable and factually supportable cost savings or (b) any additional costs incurred during such Post-Acquisition Period, in each case in connection with the combination of the operations of such Acquired Entity or Business with the operations of the Company and the Restricted Subsidiaries; provided that, so long as such actions are taken during such Post-Acquisition Period or such costs are incurred during such Post-Acquisition Period, as applicable, the cost savings related to such actions or such additional costs, as applicable, it may be assumed, for purposes of projecting such pro forma increase or decrease to such Acquired EBITDA or such Consolidated EBITDA, as the case may be, that such cost savings will be realizable during the entirety of such Test Period, or such additional costs, as applicable, will be incurred during the entirety of such Test Period; provided further that any such pro forma increase or decrease to such Acquired EBITDA or such Consolidated EBITDA, as the case may be, shall be without duplication for cost savings or additional costs already included in such Acquired EBITDA or such Consolidated EBITDA, as the case may be, for such Test Period.

          “Pro Forma Adjustment Certificate” shall mean any certificate of an Authorized Officer of the Company delivered pursuant to Section 9.1(h) or setting forth the information described in clause (iv) to Section 9.1(d).

          “Qualified PIK Securities” shall mean (1) any preferred Stock or preferred Stock Equivalents of any Person (a) that does not provide for any cash dividend payments

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or other cash distributions in respect thereof on or prior to the Tranche B Term Loan Maturity Date and (b) that by its terms (and by the terms of any security into which it is convertible or for which it is exchangeable or exercisable) or upon the happening of any event does not (i)(x) mature or become mandatorily redeemable pursuant to a sinking fund obligation or otherwise, (y) become convertible or exchangeable at the option of the holder thereof for Indebtedness or preferred stock that is not Qualified PIK Securities or (z) become redeemable at the option of the holder thereof (other than as a result of a change of control or asset sale event), in whole or in part, in each case on or prior to the first anniversary of the Tranche B Term Loan Maturity Date and (ii) provide holders thereunder with any rights upon the occurrence of a “change of control” event or asset sale event prior to the repayment of the Obligations under any Credit Document and (2) any Indebtedness of such Person which has payments terms at least as favorable to the Company and the Lenders as described in clauses (1)(a) and (b) above and is subordinated on customary terms and conditions (including remedy standstills at all times prior to the Tranche B Term Loan Maturity Date) and has other terms, other than with respect to interest rates, at least as favorable to the Company and Lenders as the Senior Notes.

          “Real Estate” shall have the meaning provided in Section 9.1(f).

          “Reference Lender” shall mean Citibank, N.A.

          “Register” shall have the meaning provided in Section 13.6(b)(iv).

          “Regulation D” shall mean Regulation D of the Board as from time to time in effect and any successor to all or a portion thereof establishing reserve requirements.

          “Regulation T” shall mean Regulation T of the Board as from time to time in effect and any successor to all or a portion thereof establishing margin requirements.

          “Regulation U” shall mean Regulation U of the Board as from time to time in effect and any successor to all or a portion thereof establishing margin requirements.

          “Regulation X” shall mean Regulation X of the Board as from time to time in effect and any successor to all or a portion thereof establishing margin requirements.

          “Reinvestment Period” shall mean 15 months following the date of an Asset Sale Prepayment Event (including a Designated Asset Sale) or Casualty Event.

          “Related Parties” shall mean, with respect to any specified Person, such Person’s Affiliates and the directors, officers, employees, agents, trustees, advisors of such Person and any Person that possesses, directly or indirectly, the power to direct or cause the direction of the management or policies of such Person, whether through the ability to exercise voting power, by contract or otherwise.

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          “Repayment Amount” shall mean the Tranche B-1 Repayment Amount, the Tranche B-2 Repayment Amount or a New Tranche B Repayment Amount, as applicable.

          “Repayment Date” shall mean the Tranche B Repayment Date or a New Tranche B Repayment Date, as applicable.

          “Reportable Event” shall mean an event described in Section 4043 of ERISA and the regulations thereunder.

          “Required Lenders” shall mean, at any date, (a) Non-Defaulting Lenders having or holding a majority of the sum of (i) the Adjusted Total Revolving Credit Commitment at such date, (ii) the Adjusted Total Term Loan Commitment at such date and (iii) the outstanding principal amount of the Term Loans (excluding Term Loans held by Defaulting Lenders) at such date or (b) if the Total Revolving Credit Commitment and the Total Term Loan Commitment have been terminated or for the purposes of acceleration pursuant to Section 11, the holders (excluding Defaulting Lenders) of a majority of the outstanding principal amount of the Loans and Letter of Credit Exposures (excluding the Loans and Letter of Credit Exposure of Defaulting Lenders) in the aggregate at such date.

          “Required Malaysian Lenders” shall mean, at any date, Non-Defaulting Malaysian Lenders having or holding a majority of the sum of (a) the portion of the Adjusted Total Malaysian Revolving Credit Commitment that relates to the Malaysian Revolving Credit Commitments at such date and (b) the outstanding principal amount of the Malaysian Revolving Credit Loans or New Malaysian U.S. Dollar Revolving Credit Loans, as applicable, (excluding Malaysian Revolving Credit Loans or New Malaysian U.S. Dollar Revolving Credit Loans, as applicable, held by Defaulting Lenders) in the aggregate at such date.

          “Required Multi-Currency Lenders” shall mean, at any date, Non-Defaulting Multi-Currency Lenders having or holding a majority of the sum of (a) the portion of the Adjusted Total Multi-Currency Revolving Credit Commitment that relates to the Multi-Currency Revolving Credit Commitments at such date and (b) the outstanding principal amount of the Multi-Currency Revolving Credit Loans (excluding Multi-Currency Revolving Credit Loans held by Defaulting Lenders) in the aggregate at such date.

          “Required Tranche B Term Loan Lenders” shall mean, at any date, Non-Defaulting Lenders having or holding a majority of the sum of (a) the portion of the

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Adjusted Total Term Loan Commitment that relates to Tranche B Term Loan Commitments at such date and (b) the outstanding principal amount of the Tranche B Term Loans (excluding Tranche B Term Loans held by Defaulting Lenders) in the aggregate at such date.

          “Required Tranche B-1 Term Loan Lenders” shall mean, at any date, Non-Defaulting Lenders having or holding a majority of the sum of (a) the portion of the Adjusted Total Tranche B-1 Term Loan Commitment that relates to Tranche B-1 Term Loan Commitments at such date and (b) the outstanding principal amount of the Tranche B-1 Term Loans (excluding Tranche B-1 Term Loans held by Defaulting Lenders) in the aggregate at such date.

          “Required Tranche B-2 Term Loan Lenders” shall mean, at any date, Non-Defaulting Lenders having or holding a majority of the sum of (a) the portion of the Adjusted Total Term Loan Commitment that relates to Tranche B-2 Term Loan Commitments at such date and (b) the outstanding principal amount of the Tranche B-2 Term Loans (excluding Tranche B-2 Term Loans held by Defaulting Lenders) in the aggregate at such date.

          “Required U.S. Dollar Lenders” shall mean, at any date, Non-Defaulting U.S. Dollar Lenders having or holding a majority of the sum of (a) the portion of the Adjusted Total U.S. Dollar Revolving Credit Commitment that relates to the U.S. Dollar Revolving Credit Commitments at such date and (b) the outstanding principal amount of the U.S. Dollar Revolving Credit Loans (excluding U.S. Dollar Revolving Credit Loans held by Defaulting Lenders) in the aggregate at such date.

          “Requirement of Law” shall mean, as to any Person, the Certificate of Incorporation and by-laws or other organizational or governing documents of such Person, and any law, treaty, rule or regulation or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its property or assets or to which such Person or any of its property or assets is subject.

          “Restricted Subsidiary” shall mean any Subsidiary of Holdings other than an Unrestricted Subsidiary.

          “Revolving Credit Commitment Percentage” shall mean at any time, for each Lender, the percentage obtained by dividing (a) such Lender’s Revolving Credit Commitments by (b) the aggregate amount of the Revolving Credit Commitments, provided that at any time when the Total Revolving Credit Commitment shall have been terminated, each Lender’s Revolving Credit Commitment Percentage shall be its Revolving Credit Commitment Percentage as in effect immediately prior to such termination.

          “Revolving Credit Commitments” shall mean the U.S. Dollar Revolving Credit Commitments, the Multi-Currency Revolving Credit Commitments and the Malaysian Revolving Credit Commitments.

          “Revolving Credit Exposure” shall mean the U.S. Dollar Revolving Credit Exposure, the Multi-Currency Revolving Credit Exposure and the Malaysian Revolving Credit Exposure.

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          “Revolving Credit Facilities” shall mean the U.S. Dollar Revolving Credit Facility, the Multi-Currency Revolving Credit Facility and the Malaysian Revolving Credit Facility.

          “Revolving Credit Lenders” shall mean the U.S. Dollar Lenders, the Multi-Currency Lenders and the Malaysian Lenders.

          “Revolving Credit Loans” shall mean the U.S. Dollar Revolving Credit Loans, the Multi-Currency Revolving Credit Loans, the Malaysian Revolving Credit Loans and the New Malaysian U.S. Dollar Revolving Credit Loans).

          “Revolving Credit Maturity Date” shall mean the date that is six years after the Closing Date, or, if such date is not a Business Day, the next preceding Business Day.

          “Ringgit” or “RM” shall mean the lawful currency of Malaysia.

          “RM Loan” shall mean a Loan that bears interest at a rate based on the RM Rate.

          “RM Rate” shall mean the rate of interest at which Ringgit deposits in an amount equivalent or comparable to the amount of the Malaysian Revolving Credit Loan to be made in Ringgit under the Malaysian Revolving Credit Facility as are offered to the relevant Malaysian Lender in the Kuala Lumpur Interbank Money Market for the same period as the relevant Interest Period (or, in the case of an Interest Period of less than one month, for a one month period) on the first day of the relevant Interest Period plus any additional cost to that Malaysian Lender of maintaining statutory and liquidity reserves and/or complying with any other conditions now or hereafter imposed by the Bank Negara Malaysia, any Governmental Authority or other authorities having jurisdiction over such Malaysian Lender whether or not having the force of law.

          “S&P” shall mean Standard & Poor’s Ratings Services or any successor by merger or consolidation to its business.

          “Sale Leaseback” shall mean any transaction or series of related transactions pursuant to which the Company or any of the Restricted Subsidiaries (a) sells, transfers or otherwise disposes of any property, real or personal, whether now owned or hereafter acquired, and (b) as part of such transaction, thereafter rents or leases such property or other property that it intends to use for substantially the same purpose or purposes as the property being sold, transferred or disposed.

          “SEC” shall mean the Securities and Exchange Commission or any successor thereto.

          “Section 9.1 Financials” shall mean the financial statements delivered, or required to be delivered, pursuant to Section 9.1(a) or (b) together with the accompanying officer’s certificate delivered, or required to be delivered, pursuant to Section 9.1(d).

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          “Secured Parties” shall have the meaning assigned to such term in the applicable Security Documents.

          “Security Agreements” shall mean (a) the Security Agreement entered into by the relevant grantors party thereto and the Collateral Agent for the benefit of the Secured Parties, substantially in the form of Exhibit G, on the Closing Date, (b) each other security agreement or other instrument listed on Schedule 6.1 entered into on the Closing Date and (c) any other security agreement or other similar instrument entered into pursuant to Section 9.11, in each case, as the same may be amended, supplemented or otherwise modified from time to time.

          “Security Documents” shall mean, collectively, (a) the Guarantee, (b) the Pledge Agreements, (c) the Security Agreements, (d) the Mortgages, and (e) each other security agreement or other instrument or document executed and delivered pursuant to Section 9.11 or 9.12 or pursuant to any of the Security Documents to secure any of the Obligations.

          “Seller” shall have the meaning provided in the preamble to this Agreement.

          “Senior Notes” shall mean (a) the Senior Notes defined in the preamble to this Agreement and (b) any replacement or refinancing thereof that constitutes Permitted Additional Notes, provided that any such amendment, replacement or refinancing shall bear a rate of interest determined by the board of directors of the Company to be a market rate of interest at the date of such amendment, replacement or refinancing and have other terms customary for similar issuances under similar market conditions or otherwise be on terms reasonably acceptable to the Administrative Agents.

          “Senior Notes Indenture” shall mean the Indenture dated as of the Closing Date, among the Company, U.S. Opco, U.S. Wireless, the guarantors party thereto and The Bank of New York, as trustee, pursuant to which the Senior Notes are issued, as the same may be amended, supplemented or otherwise modified from time to time in accordance therewith.

          “Senior Notes Offering” shall have the meaning provided in the preamble to this Agreement.

          “Series” shall have the meaning as provided in Section 2.14.

          “Silver Lake” shall mean Silver Lake Partners and its Affiliates, collectively.

          “Singapore” shall mean the Republic of Singapore.

          “Singapore Business Day” shall mean any day excluding Saturday, Sunday and any day that shall be in Singapore a legal holiday or a day on which banking institutions are authorized by law or other governmental actions to close and if the applicable Singapore Business Day relates to notices, determinations, fundings and

49

payments in connection with the SOR Rate or any SOR Loan, a day on which deposits of Singapore Dollars are also carried on in the Singapore interbank market

          “Singapore COF Loan” shall mean a Loan that bears interest at a rate based on the Singapore COF Rate.

          “Singapore COF Rate” shall mean the rate of interest at which Singapore Dollar deposits in an amount equivalent or comparable to the amount of the Multi-Currency Singapore Dollar Swingline Loan are offered to the Multi-Currency Swingline Lender in the Singapore interbank market for a daily interest period plus any additional cost to the Multi-Currency Swingline Lender of maintaining statutory and liquidity reserves and/or complying with any other conditions now or hereafter imposed by the any Governmental Authority or other authorities having jurisdiction over the Multi-Currency Swingline Lender whether or not having the force of law.

          “Singapore Companies Act” shall mean the Companies Act, Chapter 50 of Singapore.

          “Singapore Dollars” or “S$” shall mean dollars in lawful currency of Singapore.

          “Singapore Dollar Available Credit” shall mean, at any time, (a) the lesser of (i) the then effective Multi-Currency Revolving Credit Commitments and (ii) S$100,000,000 minus (b) the aggregate Singapore Dollar Outstandings at such time.

          “Singapore Dollar Outstandings” shall mean, at any particular time, the sum of (a) the principal amount of the Multi-Currency Singapore Dollar Loans outstanding at such time and (b) the principal amount of the Multi-Currency Singapore Dollar Swingline Loans outstanding at such time.

          “Singaporean Lending Office” shall mean, with respect to any Lender, the office of such Lender specified as its “Singaporean Lending Office” opposite its name on Schedule 1.1(a) or on the Assignment and Acceptance by which it became a Lender or such other office of such Lender as such Lender may from time to time specify to the Company and the Administrative Agents.

          “Singaporean Prime Rate” shall mean the rate of interest per annum publicly announced from time to time by Citibank, N.A. as its reference rate in effect at its principal office in Singapore (the Singaporean Prime Rate not being intended to be the lowest rate of interest charged by Citibank, N.A. in connection with extensions of credit to debtors).

          “Sold Entity or Business” shall have the meaning provided in the definition of the term “Consolidated EBITDA”.

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          “Solvent” shall mean, with respect to the Company , that as of the Closing Date, both (i) (a) the sum of the Company’s debt (including contingent liabilities) does not exceed the present fair saleable value of the Company’s present assets; (b) the Company’s capital is not unreasonably small in relation to its business as contemplated on the Closing Date; and (c) the Company has not incurred and does not intend to incur, or believe that it will incur, debts including current obligations beyond its ability to pay such debts as they become due (whether at maturity or otherwise); and (ii) the Company is “solvent” within the meaning given that term and similar terms under applicable laws relating to fraudulent transfers and conveyances. For purposes of this definition, the amount of any contingent liability at any time shall be computed as the amount that, in light of all of the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability (irrespective of whether such contingent liabilities meet the criteria for accrual under Statement of Financial Accounting Standard No. 5).

          “SOR Loan” shall mean a Loan that bears interest at a rate based on the SOR Rate.

          “SOR Rate” shall mean, in the case of any SOR Loan, with respect to each day during each Interest Period pertaining to such SOR Loan, the rate of interest determined on the basis of the rate for deposits in Singapore Dollars for a period equal to such Interest Period commencing on the first day of such Interest Period appearing on Page 50157 of the Telerate screen as of 11:00 a.m. (Singapore time) two Singapore Business Days prior to the beginning of such Interest Period. In the event that any such rate does not appear on the applicable Page of the Telerate Service (or otherwise on such service), the “SOR Rate” for the purposes of this paragraph shall be determined by reference to Page “ABSIRFIX01” of the Reuters screen. In the event that any such rate also does not appear on both such Pages, the “SOR Rate” for the purposes of this paragraph shall be the rate per annum notified to the Administrative Agents by the Reference Lender as the rate at which the Reference Lender is offered Singapore Dollar deposits at or about 11:00 a.m. (Singapore time) two Singapore Business Days prior to the beginning of such Interest Period in the Singapore interbank market for delivery on the first day of such Interest Period for the number of days comprised therein and in an amount comparable to the amount of its S$ Revolving Credit Loan outstanding or, as the case may be, to be outstanding during such Interest Period.

          “Specified Subsidiary” shall mean, at any date of determination (a) any Material Subsidiary or (b) any Unrestricted Subsidiary (i) whose total assets at the last day of the Test Period ending on the last day of the most recent fiscal period for which Section 9.1 Financials have been delivered were equal to or greater than 10% of the consolidated total assets of the Company and the Subsidiaries at such date, (ii) whose gross revenues for such Test Period were equal to or greater than 10% of the consolidated gross revenues of the Company and the Subsidiaries for such period, in each case determined in accordance with GAAP and (c) each other Subsidiary that, when such Subsidiary’s total assets and gross revenues are aggregated with each other Subsidiary that

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is the subject of an Event of Default described in Section 11.5 would constitute a Specified Subsidiary under clause (a) or (b) above.

          “Sponsors” shall mean KKR, Silver Lake, and their respective Affiliates, collectively.

          “Stated Amount” of any Letter of Credit shall mean the U.S. Dollar Equivalent of the maximum amount from time to time available to be drawn thereunder, determined without regard to whether any conditions to drawing could then be met.

          “Status” shall mean, as to the Company as of any date, the existence of Level A Status, Level B Status, Level I Status, Level II Status, Level III Status or Level IV Status, as the case may be on such date. Changes in Status resulting from changes in the Consolidated Total Debt to Adjusted EBITDA Ratio shall become effective (the date of such effectiveness, the “Effective Date”) as of the first day following the last day of the most recent fiscal year or period for which (a) Section 9.1 Financials are delivered to the Lenders under Section 9.1 and (b) an officer’s certificate is delivered by the Company to the Lenders setting forth, with respect to such Section 9.1 Financials, the then-applicable Status, and shall remain in effect until the next change to be effected pursuant to this definition, provided that (i) if the Borrowers shall have made any payments in respect of interest or commitment fees during the period (the “Interim Period”) from and including the Effective Date to but excluding the day any change in Status is determined as provided above, then the amount of the next such payment due on or after such day shall be increased or decreased by an amount equal to any underpayment or overpayment so made by the Borrowers during such Interim Period and (ii) each determination of the Consolidated Total Debt to Adjusted EBITDA Ratio pursuant to this definition shall be made with respect to the Test Period ending at the end of the fiscal period covered by the relevant financial statements.

          “Statutory Reserve Rate” shall mean for any day as applied to any LIBOR Loan, a fraction (expressed as a decimal), the numerator of which is the number one and the denominator of which is the number one minus the aggregate of the maximum reserve percentages that are in effect on that day (including any marginal, special, emergency or supplemental reserves), expressed as a decimal, as prescribed by the Board and to which the Administrative Agents are subject, for eurocurrency funding (currently referred to as “Eurocurrency Liabilities” in Regulation D of the Board). Such reserve percentages shall include those imposed pursuant to such Regulation D. LIBOR Loans shall be deemed to constitute eurocurrency funding and to be subject to such reserve requirements without benefit of or credit for proration, exemptions or offsets that may be available from time to time to any Lender under such Regulation D or any comparable regulation. The Statutory Reserve Rate shall be adjusted automatically on and as of the effective date of any change in any reserve percentage.

          “Stock” shall mean shares of capital stock or shares in the capital, as the case my be (whether denominated as common stock or preferred stock or ordinary shares or preferred shares, as the case may be), beneficial, partnership or membership interests,

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participations or other equivalents (regardless of how designated) of or in a corporation, partnership, limited liability company or equivalent entity, whether voting or non-voting.

          “Stock Equivalents” shall mean all securities convertible into or exchangeable for Stock and all warrants, options or other rights to purchase or subscribe for any Stock, whether or not presently convertible, exchangeable or exercisable.

          “Storage Sale” shall mean the sale by the Company of its storage products business pursuant to the Asset Purchase Agreement dated as of October 29, 2005, between the Company and PMC-Sierra, Inc. (as amended from time to time in accordance therewith).

          “Storage Sale Net Cash Proceeds” shall mean the Net Cash Proceeds of the Storage Sale (without giving effect to clause (b)(iv) of the definition of Net Cash Proceeds).

          “Subordinated Indebtedness” shall mean Indebtedness of any Borrower or any Guarantor that is by its terms subordinated in right of payment to the obligations of such Borrower and such Guarantor, as applicable, under this Agreement.

          “Subsidiary” of any Person shall mean and include (a) any corporation more than 50% of whose Stock of any class or classes having by the terms thereof ordinary voting power to elect a majority of the directors of such corporation (irrespective of whether or not at the time Stock of any class or classes of such corporation shall have or might have voting power by reason of the happening of any contingency) is at the time owned by such Person directly or indirectly through Subsidiaries and (b) any partnership, association, joint venture or other entity in which such Person directly or indirectly through Subsidiaries has more than a 50% equity interest at the time. Unless otherwise expressly provided, all references herein to a “Subsidiary” or “Subsidiaries” shall mean a Subsidiary or Subsidiaries of Holdings.

          “Subsidiary Guarantors” shall mean each Subsidiary (other than an Excluded Subsidiary) (a) existing on the Closing Date that is a party to the Guarantee and a Security Agreement or (b) that becomes a party to the Guarantee and a Security Agreement after the Closing Date pursuant to Section 9.11.

          “Successor Borrower” shall have the meaning provided in Section 10.3(a).

          “Swingline Commitment” shall mean the Multi-Currency Swingline Commitment and the Malaysian Swingline Commitment.

          “Swingline Lender” shall mean the Multi-Currency Swingline Lender or the Malaysian Swingline Lender.

          “Swingline Loans” shall mean the Multi-Currency Swingline Loans and the Malaysian Swingline Loans.

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          “Swingline Maturity Date” shall mean, with respect to any Swingline Loan, the date that is five Business Days prior to the Revolving Credit Maturity Date.

          “Syndication Agent” shall mean Lehman Brothers Inc., together with its affiliates, as the syndication agent for the Lenders under this Agreement and the other Credit Documents.

          “Taxes” shall mean any and all present or future taxes, duties, levies, imposts, assessments, deductions, withholdings or other similar charges imposed by any Governmental Authority whether computed on a separate, consolidated, unitary, combined or other basis and any and all liabilities (including interest, fines, penalties or additions to tax) with respect to the foregoing.

          “Term Loans” shall mean the Tranche B Term Loans, collectively.

          “Term Loan Commitment” shall mean, with respect to each Lender, such Lender’s Tranche B Term Loan Commitment.

          “Term Loan Facility” shall mean the Term Loan Commitments and the provisions herein related to the Term Loans.

          “Term Loan Lender” shall mean each Tranche B-1 Lender and each Tranche B-2 Lender.

          “Test Period” shall mean, for any determination under this Agreement, the four consecutive fiscal quarters of the Company then last ended.

          “Total Commitment” shall mean the sum of the Total Term Loan Commitment and the Total Revolving Credit Commitment.

          “Total Credit Exposure” shall mean, at any date, the sum of (a) the Total Revolving Credit Commitment at such date, (b) the Total Term Loan Commitment at such date and (c) the outstanding principal amount of all Term Loans at such date.

          “Total Malaysian Revolving Credit Commitments” shall mean the sum of the Malaysian Revolving Credit Commitments of all Malaysian Lenders.

          “Total Multi-Currency Revolving Credit Commitments” shall mean the sum of the Multi-Currency Revolving Credit Commitments of all Multi-Currency Lenders.

          “Total Revolving Credit Commitment” shall mean the sum of the Total U.S. Dollar Revolving Credit Commitments, the Total Malaysian Revolving Credit Commitments and the Total Multi-Currency Revolving Credit Commitments.

          “Total Term Loan Commitment” shall mean the sum of the Tranche B Term Loan Commitments and the New Tranche B Term Loan Commitments, if applicable, of all the Lenders.

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          “Total U.S. Dollar Revolving Credit Commitments” shall mean the sum of the U.S. Dollar Revolving Credit Commitments of all U.S. Dollar Lenders.

          “Tranche B-1 Term Loan Administrative Agent” shall mean Citicorp North America, Inc., as the administrative agent for the Tranche B-1 Term Loan Lenders.

          “Tranche B-2 Funding Notice Date” shall have the meaning provided in Section 13.6(vi).

          “Tranche B-2 Funding Obligations” shall have the meaning provided in Section 13.6(vi).

          “Tranche B-1 Repayment Amount” shall have the meaning provided in Section 2.5(b)(i).

          “Tranche B-2 Repayment Amount” shall have the meaning provided in Section 2.5(b)(ii).

          “Tranche B Term Loans” shall mean the Tranche B-1 Term Loans and the Tranche B-2 Term Loans.

          “Tranche B Term Loan Commitments” shall mean the Tranche B-1 Term Loan Commitments and the Tranche B-2 Term Loan Commitments.

          “Tranche B Term Loan Lender” shall mean a Lender with a Tranche B Term Loan Commitment or an outstanding Tranche B Term Loan.

          “Tranche B-1 Term Loan” shall have the meaning provided in Section 2.1.

          “Tranche B-1 Term Loan Commitment” shall mean, with respect to each Lender, the amount set forth opposite such Lender’s name on Schedule 1.1(c) as such Lender’s “Tranche B-1 Term Loan Commitment”, as the same may be changed from time to time pursuant to the terms hereof. The aggregate amount of the Tranche B-1 Term Loan Commitments as of the Closing Date is $475,000,000.

          “Tranche B-2 Term Loan” shall have the meaning provided in Section 2.1.

          “Tranche B-2 Term Loan Commitment” shall mean, with respect to each Lender, the amount set forth opposite such Lender’s name on Schedule 1.1(c) as such Lender’s “Tranche B-2 Term Loan Commitment”, as the same may be changed from time to time pursuant to the terms hereof. The aggregate amount of the Tranche B-2 Term Loan Commitments as of the Closing Date is $250,000,000.

          “Tranche B-2 Term Loan Commitment Termination Date” shall mean the earlier of (a) April 30, 2006, if the Tranche B-2 Term Loan(s) have not been made on or prior to such date, or if such date is not a Business Day, the immediately preceding Business Day and (b) the date the Tranche B-2 Term Loan Commitment is reduced to $0.

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          “Tranche B-1 Term Loan Lender” shall mean any Lender having a Tranche B-1 Term Loan Commitment.

          “Tranche B-2 Term Loan Lender” shall mean any Lender having a Tranche B-2 Term Loan Commitment.

          “Tranche B Term Loan Maturity Date” shall mean the date which is seven years after the Closing Date or, if such date is not a Business Day, the first Business Day thereafter.

          “Transactions” shall mean, collectively, the transactions contemplated by this Agreement, the Senior Notes Indenture, the Acquisition Agreement and the Equity Investments.

          “Transaction Expenses” shall mean any fees or expenses incurred or paid by the Company or any of its Subsidiaries in connection with the Transactions, this Agreement and the other Credit Documents and the transactions contemplated hereby and thereby.

          “Transition Expenses” shall mean up to an aggregate amount of $100,000,000 of start-up and transition costs incurred or paid, whether expensed or capitalized, by the Company or any of its Restricted Subsidiaries on or prior to April 30, 2007.

          “Transferee” shall have the meaning provided in Section 13.6(e).

          “Trigger Date” shall mean the date on which Section 9.1 Financials are delivered to the Lenders under Section 9.1 for the fiscal quarter ending on January 31, 2007.

          “Type” shall mean (a) as to any Term Loan, its nature as an ABR Loan or a LIBOR Term Loan and (b) as to any Revolving Credit Loan, its nature as an ABR Loan, LIBOR Revolving Credit Loan, SOR Loan, Singapore COF Loan or RM Loan.

          “Unfunded Current Liability” of any Plan shall mean the amount, if any, by which the present value of the accrued benefits under the Plan as of the close of its most recent plan year, determined in accordance with Statement of Financial Accounting Standards No. 87 as in effect on the date hereof, based upon the actuarial assumptions that would be used by the Plan’s actuary in a termination of the Plan, exceeds the fair market value of the assets allocable thereto.

          “Unpaid Drawing” shall have the meaning provided in Section 3.4(a).

          “Unrestricted Subsidiary” shall mean (a) any Subsidiary of the Company that is formed or acquired after the Closing Date, provided that at such time (or promptly thereafter) the Company designates such Subsidiary an Unrestricted Subsidiary in a written notice to the Administrative Agents, (b) any Restricted Subsidiary subsequently

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re-designated as an Unrestricted Subsidiary by the Company in a written notice to the Administrative Agents, provided that in the case of (a) and (b), (x) such designation or re-designation shall be deemed to be an Investment on the date of such re-designation in an Unrestricted Subsidiary in an amount equal to the sum of (i) the Company’s direct or indirect equity ownership percentage of the net worth of such designated or re-designated Restricted Subsidiary immediately prior to such designation or re-designation (such net worth to be calculated without regard to any guarantee provided by such designated or re-designated Restricted Subsidiary) and (ii) the aggregate principal amount of any Indebtedness owed by such designated or re-designated Restricted Subsidiary to the Company or any other Restricted Subsidiary immediately prior to such designation or re-designation, all calculated, except as set forth in the parenthetical to clause (i), on a consolidated basis in accordance with GAAP and (y) no Default or Event of Default would result from such designation or re-designation and (c) each Subsidiary of an Unrestricted Subsidiary; provided that at the time of any written designation or re-designation by the Company to the Administrative Agents that any Unrestricted Subsidiary shall no longer constitute an Unrestricted Subsidiary, such Unrestricted Subsidiary shall cease to be an Unrestricted Subsidiary to the extent no Default or Event of Default would result from such designation or re-designation. On or promptly after the date of its formation, acquisition, designation or re-designation, as applicable, each Unrestricted Subsidiary shall have entered into a tax sharing agreement containing terms that, in the reasonable judgment of the Administrative Agents, provide for an appropriate allocation of tax liabilities and benefits.

          “U.S. Borrower” shall have the meaning provided in the preamble to this Agreement.

          “U.S. Dollar Available Commitments” shall mean, at any time, an amount equal to the excess, if any, of (a) the then effective Total U.S. Dollar Revolving Credit Commitments over (b) the sum of (i) the aggregate principal amount of all U.S. Dollar Revolving Credit Loans then outstanding and (ii) the aggregate Letters of Credit Outstanding at such time.

          “U.S. Dollar Borrowers” shall mean the Singaporean Borrower and each of the U.S. Borrowers.

          “U.S. Dollar Borrowing” shall mean U.S. Dollar Revolving Credit Loans made on the same day by the U.S. Dollar Lenders ratably according to their respective U.S. Dollar Revolving Credit Commitments.

          “U.S. Dollar Equivalent” shall mean on any date of determination, (a) with respect to any amount denominated in U.S. Dollars, such amount, and (b) with respect to any amount denominated in any Foreign Currency, the equivalent in U.S. Dollars of such amount, determined by the applicable Administrative Agent pursuant using the applicable Exchange Rate.

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          “U.S. Dollar Lender” shall mean each Lender having a U.S. Dollar Revolving Credit Commitment.

          “U.S. Dollar Letter of Credit Commitment” shall mean $40,000,000, as the same may be reduced from time to time pursuant to Section 3.1(c).

          “U.S. Dollar Revolving Credit Commitment” shall mean, (a) with respect to each U.S. Dollar Lender that is a U.S. Dollar Lender on the date hereof, the amount set forth opposite such Lender’s name on Schedule 1.1(c) as such Lender’s “U.S. Dollar Revolving Credit Commitment”, and (b) in the case of any Lender that becomes a Lender after the date hereof, the amount specified as such Lender’s “U.S. Dollar Revolving Credit Commitment” in the Assignment and Acceptance pursuant to which such Lender assumed a portion of the Total U.S. Dollar Revolving Credit Commitment, in each case as the same may be changed from time to time pursuant to the terms hereof. The aggregate amount of the U.S. Dollar Revolving Credit Commitments as of the Closing Date is $140,000,000.

          “U.S. Dollar Revolving Credit Commitment Percentage” shall mean, at any time, for each U.S. Dollar Lender, the percentage obtained by dividing (a) such Lender’s U.S. Dollar Revolving Credit Commitment by (b) the aggregate amount of the Total U.S. Dollar Revolving Credit Commitments, provided that at any time when the Total U.S. Dollar Revolving Credit Commitment shall have been terminated, each U.S. Dollar Lender’s Revolving Credit Commitment Percentage shall be its U.S. Dollar Revolving Credit Commitment Percentage as in effect immediately prior to such termination.

          “U.S. Dollar Revolving Credit Exposure” shall mean, with respect to any Lender at any time, the sum of (a) the aggregate principal amount of the U.S. Dollar Revolving Credit Loans of such Lender then outstanding and (b) such U.S. Dollar Lender’s Letter of Credit Exposure at such time.

          “U.S. Dollar Revolving Credit Facility” shall mean (a) the U.S. Dollar Revolving Credit Commitments and the provisions herein related to the U.S. Dollar Revolving Credit Loans and (b) the U.S. Dollar Letter of Credit Commitment.

          “U.S. Dollar Revolving Credit Loan” has the meaning specified in Section 2.1(b)(i).

          “U.S. Dollars” and “$” shall mean dollars in lawful currency of the United States of America.

          “U.S. Lending Office” shall mean, with respect to any Lender, the office of such Lender specified as its “U.S. Lending Office” opposite its name on Schedule 1.1(a) or on the Assignment and Acceptance by which it became a Lender or such other office of such Lender as such Lender may from time to time specify to the Company and the Administrative Agents.

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          “U.S. Prime Rate” shall mean the rate of interest per annum publicly announced from time to time by the Tranche B-1 Term Loan Administrative Agent as its reference rate in effect at its principal office in New York City (the U.S. Prime Rate not being intended to be the lowest rate of interest charged by Citibank, N.A. in connection with extensions of credit to debtors).

          “Voting Stock” shall mean, with respect to any Person, such Person’s Stock or Stock Equivalents having the right to vote for the election of directors of such Person under ordinary circumstances.

          The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and Section references are to Sections of this Agreement unless otherwise specified. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”.

          1.2 Exchange Rates. For purposes of determining compliance under Sections 10.4, 10.5, 10.6, 10.9 and 10.10 with respect to any amount in a Foreign Currency, such amount shall be deemed to equal the U.S. Dollar Equivalent thereof based on the average Exchange Rate for a Foreign Currency for the most recent twelve-month period immediately prior to the date of determination determined in a manner consistent with that used in calculating Consolidated EBITDA for the related period. For purposes of determining compliance with Sections 10.1 and 10.2, with respect to any amount of Indebtedness in a Foreign Currency, compliance will be determined at the time of incurrence thereof using the U.S. Dollar Equivalent thereof at the Exchange Rate in effect at the time of such incurrence.

          1.3 Business. For purposes of this Agreement, all references to the Company and its Subsidiaries relating to any period prior to the consummation of the Acquisition shall be to the Acquired Assets.

          SECTION 2. Amount and Terms of Credit.

          2.1 Commitments.

          (a) Tranche B Term Loan Commitments. Subject to and upon the terms and conditions herein set forth,

               (i) each Lender having a Tranche B-1 Term Loan Commitment severally agrees to make a loan or loans in U.S. Dollars to the Lux Borrower (each a “Tranche B-1 Term Loan”) on the Closing Date, which U.S. Dollar Equivalent of such Tranche B-1 Term Loans in the aggregate shall not exceed for any such Lender the Tranche B-1 Term Loan Commitment of such Lender and the U.S. Dollar Equivalent of all such Tranche B-1 Term Loans in the aggregate shall not exceed $475,000,000. Such Tranche B-1 Term Loans (A) shall be made on the

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Closing Date and (B) may at the option of the Lux Borrower be incurred and maintained as, and/or converted into, ABR Loans or LIBOR Term Loans, provided that all such Tranche B-1 Term Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Tranche B-1 Term Loans of the same Type.

               (ii) each Lender having a Tranche B-2 Term Loan Commitment severally agrees to make a loan or loans to the Singaporean Borrower in U.S. Dollars (each a “Tranche B-2 Term Loan”) on a single day on or after the Closing Date and on or prior to the Tranche B-2 Term Loan Commitment Termination Date, in an amount equal to the portion of such Lender’s Tranche B-2 Term Loan Commitment as requested by the Singaporean Borrower to be made on such date, which Tranche B-2 Term Loans shall not exceed for any such Lender the Tranche B-2 Term Loan Commitment of such Lender and in the aggregate shall not exceed $250,000,000. Such Tranche B-2 Term Loans may at the option of the Singaporean Borrower be incurred and maintained as, and/or converted into, ABR Loans or LIBOR Term Loans, provided that all such Tranche B-2 Term Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Tranche B-2 Term Loans of the same Type.

               All such Term Loans (i) may be repaid or prepaid in accordance with the provisions hereof, but once repaid or prepaid, may not be reborrowed, (ii) shall not exceed for any such Lender the Tranche B-1 Term Loan Commitment or the Tranche B-2 Term Loan Commitment, as applicable, of such Lender and (iii) shall not exceed in the aggregate the total of all Tranche B Term Loan Commitments. On the Tranche B Term Loan Maturity Date, all then unpaid Tranche B Term Loans shall be repaid in full.

          (b) Revolving Credit Commitments.

               (i) U.S. Dollar Revolving Credit Commitment. Subject to and upon the terms and conditions herein set forth, each U.S. Dollar Lender severally agrees to make a loan or loans to the Singaporean Borrower or each U.S. Borrower in U.S. Dollars (each a “U.S. Dollar Revolving Credit Loan” and, collectively, the “U.S. Dollar Revolving Credit Loans”), which U.S. Dollar Revolving Credit Loans (A) shall be made at any time and from time to time on and after the Closing Date and prior to the Revolving Credit Maturity Date, (B) may, at the option of the Borrower thereof be incurred and maintained as, and/or converted into, ABR Loans or LIBOR Revolving Credit Loans, provided that all U.S. Dollar Revolving Credit Loans made by each of the U.S. Dollar Lenders pursuant to the same U.S. Dollar Borrowing shall, unless otherwise specifically provided herein,

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consist entirely of U.S. Dollar Revolving Credit Loans of the same Type, (C) may be repaid and reborrowed in accordance with the provisions hereof, (D) shall not, for any such U.S. Dollar Lender at any time, after giving effect thereto and to the application of the proceeds thereof, result in such Lender’s U.S. Dollar Revolving Credit Exposure at such time exceeding such Lender’s U.S. Dollar Revolving Credit Commitment at such time and (E) shall not, after giving effect thereto and to the application of the proceeds thereof, result at any time in the aggregate amount of the U.S. Dollar Lenders’ U.S. Dollar Revolving Credit Exposures at such time exceeding the Total U.S. Dollar Revolving Credit Commitment then in effect.

               (ii) Multi-Currency Revolving Credit Commitment. Subject to and upon the terms and conditions herein set forth, each Multi-Currency Lender severally agrees to make a loan or loans in (A) U.S. Dollars to the Singaporean Borrower or each U.S. Borrower (each a “Multi-Currency U.S. Dollar Loan”) or (B) in Singapore Dollars to the Singaporean Borrower (each a “Multi-Currency Singapore Dollar Loan”), provided that at no time shall any Multi-Currency Lender be obligated to make a Multi-Currency Singapore Dollar Loan in excess of such Multi-Currency Lender’s Multi-Currency Revolving Credit Percentage of the Singapore Dollar Available Credit, which Multi-Currency Revolving Credit Loans (1) shall be made at any time and from time to time on and after the Closing Date and prior to the Revolving Credit Maturity Date, (2) if such Multi-Currency Revolving Credit Loans are Multi-Currency U.S. Dollar Loans, may, at the option of the Borrower thereof be incurred and maintained as, and/or converted into, ABR Loans or LIBOR Revolving Credit Loans, provided that all Multi-Currency U.S. Dollar Loans made by each of the Multi-Currency Lenders pursuant to the same Multi-Currency Borrowing shall, unless otherwise specifically provided herein, consist entirely of Multi-Currency U.S. Dollar Loans of the same Type, (3) if such Multi-Currency Revolving Credit Loans are Multi-Currency Singapore Dollar Loans, may, at the option of the Borrower thereof be incurred and maintained as, and/or converted into, ABR Loans or SOR Loans, provided that all Multi-Currency Singapore Dollar Loans made by each of the Multi-Currency Lenders pursuant to the same Multi-Currency Borrowing shall, unless otherwise specifically provided herein, consist entirely of Multi-Currency Singapore Dollar Loans of the same Type, (4) may be repaid and reborrowed in accordance with the provisions hereof, (5) shall not, for any such Multi-Currency Lender at any time, after giving effect thereto and to the application of the proceeds thereof, result in such Lender’s Multi-Currency Revolving Credit Exposure at such time exceeding such Lender’s Multi-Currency Revolving Credit Commitment at such time, and (6) shall not, after giving effect thereto and to the application of the proceeds thereof, result at any time in the aggregate

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amount of the Multi-Currency Lenders’ Multi-Currency Revolving Credit Exposures at such time exceeding the Total Multi-Currency Revolving Credit Commitment then in effect.

               (iii) Malaysian Revolving Credit Commitment. Subject to and upon the terms and conditions herein set forth, each Malaysian Lender severally agrees to make a loan or loans in (A) U.S. Dollars to the Malaysian Borrower (each a “Malaysian U.S. Dollar Loan”) or (B) in Ringgit to the Malaysian Borrower (each a “Malaysian Ringgit Loan”), which Malaysian Revolving Credit Loans (1) shall be made at any time and from time to time on and after the Closing Date and prior to the Revolving Credit Maturity Date, (2) shall, (a) if such Malaysian Revolving Credit Loans are Malaysian U.S. Dollar Loans, be incurred and maintained as LIBOR Loans, or (b) if such Malaysian Revolving Credit Loans are Malaysian Ringgit Loans, be incurred and maintained as RM Loans, (3) may be repaid and reborrowed in accordance with the provisions hereof, (4) shall not, for any such Malaysian Lender at any time, after giving effect thereto and to the application of the proceeds thereof, result in such Lender’s Malaysian Revolving Credit Exposure at such time exceeding such Lender’s Malaysian Revolving Credit Commitment at such time, and (5) shall not, after giving effect thereto and to the application of the proceeds thereof, result at any time in the aggregate amount of the Malaysian Lenders’ Malaysian Revolving Credit Exposures at such time exceeding the Total Malaysian Revolving Credit Commitment then in effect.

               (iv) Each Lender may at its option make any LIBOR Loan, SOR Loan or RM Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan, provided that (A) any exercise of such option shall not affect the obligation of the Borrowers to repay such Loan and (B) in exercising such option, such Lender shall use its reasonable efforts to minimize any increased costs to the Borrowers resulting therefrom (which obligation of the Lender shall not require it to take, or refrain from taking, actions that it determines would result in increased costs for which it will not be compensated hereunder or that it determines would be otherwise disadvantageous to it and in the event of such request for costs for which compensation is provided under this Agreement, the provisions of Section 3.5 shall apply). On the Revolving Credit Maturity Date, all Revolving Credit Loans shall be repaid in full.

          (c) Swingline Commitments.

               (i) Multi-Currency Swingline Commitment. Subject to and upon the terms and conditions herein set forth, the Multi-Currency Swingline Lender in its individual capacity agrees, at any time and from time to time on and after the Closing Date and prior to the Swingline

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Maturity Date, to make a loan or loans (A) in Dollars to the Singaporean Borrower and each U.S. Borrower (each a “Multi-Currency U.S. Dollar Swingline Loan” and, collectively, the “Multi-Currency U.S. Dollar Swingline Loans”) or (B) in Singapore Dollars to the Singaporean Borrower (each a “Multi-Currency Singapore Dollar Swingline Loan” and, collectively, the “Multi-Currency Singapore Dollar Swingline Loans”), which Multi-Currency Swingline Loans (1) (a) if Multi-Currency U.S. Dollar Loans, shall be ABR Loans, or (b) if Multi-Currency Singapore Dollar Loans, shall be Singapore COF Loans, provided that at no time shall the Multi-Currency Swingline Lender be obligated to make Multi-Currency Singapore Dollar Swingline Loans in excess of S$50,000,000 on the same Business Day, (2) shall have the benefit of the provisions of Section 2.1(d), (3) shall not exceed at any time outstanding the Multi-Currency Swingline Commitment, (4) shall not, after giving effect thereto and to the application of the proceeds thereof, result at any time in the aggregate amount of the Multi-Currency Lenders’ Multi-Currency Revolving Credit Exposures at such time exceeding the Total Multi-Currency Revolving Credit Commitment then in effect, (5) in the case of a Multi-Currency Singapore Dollar Swingline Loan shall not, after giving effect thereto and to the application of the proceeds thereof, result at any time in the aggregate amount of all Multi Currency Singapore Dollar Loans and all Multi Currency Singapore Dollar Swingline Loans at such time exceeding the Singapore Dollar Available Credit, and (6) may be repaid and, within the limits set forth in Section 2.1(b)(i), reborrowed in accordance with the provisions hereof.

               (ii) Malaysian Swingline Commitment. Subject to and upon the terms and conditions herein set forth, the Malaysian Swingline Lender in its individual capacity agrees, at any time and from time to time on and after the Closing Date and prior to the Swingline Maturity Date, to make a loan or loans to the Malaysian Borrower (A) in Ringgit (each a “Malaysian Ringgit Swingline Loan” and, collectively, the “Malaysian Ringgit Swingline Loans”) or (B) in U.S. Dollars (each a “Malaysian U.S. Dollar Swingline Loan” and, collectively, the “Malaysian U.S. Dollar Swingline Loans”), which Malaysian Swingline Loans shall (1) be ABR Loans, (2) shall have the benefit of the provisions of Section 2.1(d), (3) shall not exceed at any time outstanding the Malaysian Swingline Commitment, (4) shall not, after giving effect thereto and to the application of the proceeds thereof, result at any time in the aggregate amount of the Malaysian Lenders’ Malaysian Revolving Credit Exposures at such time exceeding the Total Malaysian Revolving Credit Commitment then in effect and (5) may be repaid and, within the limits set forth in Section 2.1(b)(iii), reborrowed in accordance with the provisions hereof.

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               (iii) On the Swingline Maturity Date, each outstanding Swingline Loan shall be repaid in full. No Swingline Lender shall make any Swingline Loan after receiving a written notice from any Credit Party or any Lender stating that a Default or Event of Default exists and is continuing until such time as such Swingline Lender shall have received written notice of (A) rescission of all such notices from the party or parties originally delivering such notice or (B) the waiver of such Default or Event of Default in accordance with the provisions of Section 13.1.

          (d) Mandatory Borrowing.

               (i) On any Business Day, the Multi-Currency Swingline Lender may, in its sole discretion, give notice to the Multi-Currency Lenders that all then-outstanding Multi-Currency Swingline Loans shall be funded with a Borrowing of Multi-Currency Revolving Credit Loans constituting ABR Loans, in which case Multi-Currency Revolving Credit Loans (each such Borrowing, a “Multi-Currency Mandatory Borrowing”) shall be made on the immediately succeeding Business Day by all Multi-Currency Lenders pro rata based on each Multi-Currency Lender’s Multi-Currency Revolving Credit Commitment Percentage, and the proceeds thereof shall be applied directly to the Multi-Currency Swingline Lender to repay the Multi-Currency Swingline Lender for such outstanding Multi-Currency Swingline Loans. Each Multi-Currency Lender hereby irrevocably agrees to make such Multi-Currency Revolving Credit Loans upon one Business Day’s notice pursuant to each Multi-Currency Mandatory Borrowing in the amount, in either U.S. Dollars or Singapore Dollars, as applicable, and in the manner specified in the preceding sentence and on the date specified to it in writing by the Multi-Currency Swingline Lender notwithstanding (A) that the amount of the Multi-Currency Mandatory Borrowing may not comply with the minimum amount for each Borrowing specified in Section 2.2, (B) whether any conditions specified in Section 7 are then satisfied, (C) whether a Default or an Event of Default has occurred and is continuing, (D) the date of such Multi-Currency Mandatory Borrowing or (E) any reduction in the Total Commitment after any such Multi-Currency Swingline Loans were made. In the event that, in the sole judgment of the Multi-Currency Swingline Lender, any Multi-Currency Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including as a result of the commencement of a proceeding under the Bankruptcy Code in respect of any Borrower), each Multi-Currency Lender hereby agrees that it shall forthwith purchase from the Multi-Currency Swingline Lender (without recourse or warranty) such participation of the outstanding Multi-Currency Swingline Loans as shall be necessary to cause the Multi-Currency Lenders to share in such Multi-Currency Swingline Loans ratably based upon their respective Multi-Currency Revolving Credit Commitment

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Percentages, provided that all principal and interest payable on such Multi-Currency Swingline Loans shall be for the account of the Multi-Currency Swingline Lender until the date the respective participation is purchased and, to the extent attributable to the purchased participation, shall be payable to the Multi-Currency Lender purchasing same from and after such date of purchase.

               (ii) On any Business Day, the Malaysian Swingline Lender may, in its sole discretion, give notice to the Malaysian Lenders that all then-outstanding Malaysian Swingline Loans shall be funded with a Borrowing of Malaysian Revolving Credit Loans consisting of (A), if requested to be made in U.S. Dollars, LIBOR Loans, and (B) if requested to be made in Ringgit, RM Loans, in each case having an initial Interest Period of one week, in which case Malaysian Revolving Credit Loans (each such Borrowing, a “Malaysian Mandatory Borrowing”) shall be made on the immediately succeeding Business Day by all Malaysian Lenders pro rata based on each Malaysian Lender’s Malaysian Revolving Credit Commitment Percentage, and the proceeds thereof shall be applied directly to the Malaysian Swingline Lender to repay the Malaysian Swingline Lender for such outstanding Malaysian Swingline Loans. Each Malaysian Lender hereby irrevocably agrees to make such Malaysian Revolving Credit Loans upon one Business Day’s notice pursuant to each Malaysian Mandatory Borrowing in the amount, in either U.S. Dollars or Ringgit, as applicable, and in the manner specified in the preceding sentence and on the date specified to it in writing by the Malaysian Swingline Lender notwithstanding (1) that the amount of the Malaysian Mandatory Borrowing may not comply with the minimum amount for each Borrowing specified in Section 2.2, (2) whether any conditions specified in Section 7 are then satisfied, (3) whether a Default or an Event of Default has occurred and is continuing, (4) the date of such Malaysian Mandatory Borrowing or (5) any reduction in the Total Commitment after any such Malaysian Swingline Loans were made. In the event that, in the sole judgment of the Malaysian Swingline Lender, any Malaysian Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including as a result of the commencement of a proceeding under the Bankruptcy Code in respect of any Borrower), each Malaysian Lender hereby agrees that it shall forthwith purchase from the Malaysian Swingline Lender (without recourse or warranty) such participation of the outstanding Malaysian Swingline Loans as shall be necessary to cause the Malaysian Lenders to share in such Malaysian Swingline Loans ratably based upon their respective Malaysian Revolving Credit Commitment Percentages, provided that all principal and interest payable on such Malaysian Swingline Loans shall be for the account of the Malaysian Swingline Lender until the date the respective participation is purchased and, to the extent attributable to the purchased participation,

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shall be payable to the Malaysian Lender purchasing same from and after such date of purchase.

          2.2 Minimum Amount of Each Borrowing; Maximum Number of Borrowings. The aggregate principal amount of each Borrowing of (a) Term Loans or Revolving Credit Loans denominated in U.S. Dollars, shall be in a multiples of $1,000,000, (b) Swingline Loans denominated in U.S. Dollars shall be in a multiples of $10,000, (c) Revolving Credit Loans denominated in Singapore Dollars, shall be in multiples of S$1,000,000, (d) Swingline Loans denominated in Singapore Dollars shall be in multiples of S$10,000, Revolving Credit Loans Denominated in Ringgit, RM4,000,000 and (e) Swingline Loans denominated in Ringgit shall be in multiples of RM40,000 and, in each case, shall not be less than the Minimum Borrowing Amount with respect thereto (except that Mandatory Borrowings shall be made in the amounts required by Section 2.1(d)). More than one Borrowing may be incurred on any date, provided that at no time shall there be outstanding more than (A) 20 Borrowings of LIBOR Loans, (B) 5 Borrowings of SOR Loans and (C) 5 Borrowings of RM Loans under this Agreement.

          2.3 Notice of Borrowing.

          (a) Term Loan Borrowings.

               (i) Tranche B-1 Term Loan Borrowings. The Lux Borrower shall give the Tranche B-1 Term Loan Administrative Agent at such Administrative Agent’s Office (A) prior to 12:00 Noon (New York City time) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of the Borrowing of Tranche B-1 Term Loans if all or any of such Tranche B-1 Term Loans are to be initially LIBOR Loans, and (B) prior to 10:00 a.m. (New York City time) at least one Business Day’s prior written notice (or telephonic notice promptly confirmed in writing) of the Borrowing of Tranche B-1 Term Loans if all such Tranche B-1 Term Loans are to be ABR Loans.

               (ii) Tranche B-2 Term Loan Borrowings. The Company shall give the Asian Administrative Agent at such Administrative Agent’s Office prior to 12:00 Noon (Hong Kong time) at least five Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of the Borrowing of Tranche B-2 Term Loans.

               (iii) Notice of Borrowing. Each notice under clauses (i) or (ii) above (together with each notice of a Borrowing of Revolving Credit Loans pursuant to Section 2.3(b) and each notice of a Borrowing of Swingline Loans pursuant to Section 2.3(c), a “Notice of Borrowing”) shall be irrevocable and shall specify (A) the aggregate principal amount of the Term Loans to be made, (B) the date of the Borrowing (which (x) in the case of the Tranche B-1 Term Loan shall be the Closing Date and (y) in

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the case of Tranche B-2 Term Loan shall not be less than five Business Days after the date on which the Asian Administrative Agent has been provided with a certificate of an Authorized Officer of the Company as provided in Section 7.3(d)(ii)), (C) whether the Term Loans shall consist of ABR Loans and/or LIBOR Term Loans, and (D) if the Term Loans are to include LIBOR Term Loans, the Interest Period to be initially applicable thereto. The applicable Administrative Agent shall promptly give each Tranche B-1 Term Loan Lender or each Tranche B-2 Term Loan Lender, as applicable, written notice (or telephonic notice promptly confirmed in writing) of the proposed Borrowing of Term Loans, of such Term Loan Lender’s proportionate share thereof and of the other matters covered by the related Notice of Borrowing.

          (b) Revolving Credit Borrowings.

               (i) U.S. Dollar Borrowings. Whenever the Singaporean Borrower or any U.S. Borrower desires to incur U.S. Dollar Revolving Credit Loans it shall give the Asian Administrative Agent at such Administrative Agent’s Office, (A) prior to 12:00 Noon (Hong Kong time) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of the proposed Borrowing of LIBOR Loans, and (B) prior to 12:00 Noon (Hong Kong time) at least two Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of the proposed Borrowing of ABR Loans. Each such Notice of Borrowing, except as otherwise expressly provided in Section 2.10, shall be irrevocable and shall specify (1) the aggregate principal amount of the U.S. Dollar Revolving Credit Loans to be made pursuant to such Borrowing, (2) the date of the proposed Borrowing (which shall be a Business Day), (3) whether the respective Borrowing shall consist of ABR Loans or LIBOR Revolving Credit Loans and, if LIBOR Revolving Credit Loans, the Interest Period to be initially applicable thereto. Such Administrative Agent shall promptly give each U.S. Dollar Lender written notice (or telephonic notice promptly confirmed in writing) of each proposed U.S. Dollar Borrowing, of such U.S. Dollar Lender’s proportionate share thereof and of the other matters covered by the related Notice of Borrowing.

               (ii) Multi-Currency Borrowing. Whenever the Singaporean Borrower or any U.S. Borrower desires to incur Multi-Currency Revolving Credit Loan (other than Multi-Currency Mandatory Borrowings or borrowings to repay Unpaid Drawings), it shall give the Asian Administrative Agent at such Administrative Agent’s Office, (A) if such Borrowing is with respect to a Multi-Currency U.S. Dollar Loan (1) prior to 12:00 Noon (Hong Kong time) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of the proposed Borrowing of LIBOR Loans, and (2) prior to 12:00 Noon (Hong

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Kong time) at least two Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of the proposed Borrowing of ABR Loans, and (B) if such Borrowing is with respect to a Multi-Currency Singapore Dollar Loan (1) prior to 12:00 Noon (Hong Kong time) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of the proposed Borrowing of SOR Loans, and (2) prior to 12:00 Noon (Hong Kong time) at least one Business Day’s prior written notice (or telephonic notice promptly confirmed in writing) of the proposed Borrowing of ABR Loans. Each such Notice of Borrowing, except as otherwise expressly provided in Section 2.10, shall be irrevocable and shall specify (A) whether such Multi-Currency Revolving Credit Borrowing consists of Multi-Currency U.S. Dollar Loans or Multi-Currency Singapore Dollar Loans, (B) the aggregate principal amount of the Multi-Currency Revolving Credit Loans to be made pursuant to such Borrowing, (C) the date of the proposed Borrowing (which shall be a Business Day) and (D) the Interest Period to be initially applicable thereto. Such Administrative Agent shall promptly give each Multi-Currency Lender written notice (or telephonic notice promptly confirmed in writing) of each proposed Multi-Currency Borrowing, of such Multi-Currency Lender’s proportionate share thereof and of the other matters covered by the related Notice of Borrowing.

               (iii) Malaysian Borrowing. Whenever the Malaysian Borrower desires to incur Malaysian Revolving Credit Loan (other than Malaysian Mandatory Borrowing), it shall give the Asian Administrative Agent at such Administrative Agent’s Office, (A) if such Borrowing is with respect to Malaysian U.S. Dollar Loans, prior to 12:00 Noon (Hong Kong time) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of the proposed Borrowing of Malaysian U.S. Dollar Loans or (B) if such Borrowing is with respect to Malaysian Ringgit Loans, (1) prior to 12:00 Noon (Hong Kong time) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of the proposed Borrowing of RM Loans having an Interest Period of one month or greater, and (2) prior to 12:00 Noon (Hong Kong time) at least one Business Day’s prior written notice (or telephonic notice promptly confirmed in writing) of the proposed Borrowing of any RM Loans having an Interest Period of less than one month. Each such Notice of Borrowing, except as otherwise expressly provided in Section 2.10, shall be irrevocable and shall specify (a) whether such Malaysian Revolving Credit Borrowing consists of a Malaysian U.S. Dollar Loans or Malaysian Ringgit Loans, (b) the aggregate principal amount of the Malaysian Revolving Credit Loans to be made pursuant to such Borrowing, (c) the date of the proposed Borrowing (which shall be a Business Day) and (d) if such Borrowing is with respect of a LIBOR Revolving Credit Loans or RM Loans, the Interest Period to be initially

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applicable thereto. Such Administrative Agent shall promptly give each Malaysian Lender written notice (or telephonic notice promptly confirmed in writing) of each proposed Malaysian Borrowing, of such Malaysian Lender’s proportionate share thereof and of the other matters covered by the related Notice of Borrowing.

               (iv) Swingline Borrowings. Whenever any U.S. Borrower or the Singaporean Borrower desires to incur Multi-Currency Swingline Loans hereunder and whenever the Malaysian Borrower desires to incur Malaysian Swingline Loans hereunder, such Borrower shall give the Asian Administrative Agent in the case of (A) Malaysian U.S. Dollar Swingline Loans, prior to 2:30 p.m. Hong Kong time at least one Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of such proposed Borrowing or (B) Multi-Currency Swingline Loans or Malaysian Ringgit Swingline Loans, as applicable, prior to 2:30 p.m. Hong Kong time on the date of such proposed Borrowing prior written notice (or telephonic notice promptly confirmed in writing) of such proposed Borrowing, provided, that the aggregate principal amount of all Multi-Currency U.S. Dollar Swingline Loans requested to be made on any single date pursuant to this clause (B) shall not exceed $20,000,000. Each such notice shall be irrevocable and shall specify (1) the aggregate principal amount of the proposed Swingline Loans to be made pursuant to such Borrowing which, in the case of (a) Multi-Currency Swingline Loans, are to be denominated in either U.S. Dollars or Singapore Dollars and (b) Malaysian Swingline Loans, are to be denominated in either U.S. Dollars or Ringgit and (2) the date of the proposed Borrowing (which shall be a Business Day). The Asian Administrative Agent shall promptly give the Multi-Currency Swingline Lender or the Malaysian Swingline Lender, as applicable, written notice (or telephonic notice promptly confirmed in writing) of each proposed Borrowing of Multi-Currency Swingline Loans or Malaysian Swingline Loans, as applicable, and of the other matters covered by the related Notice of Borrowing.

          (c) Mandatory Borrowings shall be made upon the notice specified in Section 2.1(d), with the applicable Borrower irrevocably agreeing, by its incurrence of any Swingline Loan, to the making of Mandatory Borrowings as set forth in such Section.

          (d) Borrowings to reimburse Unpaid Drawings shall be made upon the notice specified in Section 3.4(a).

          (e) Without in any way limiting the obligation of any Borrower to confirm in writing any notice it may give hereunder by telephone, the applicable Administrative Agent may act prior to receipt of written confirmation without liability upon the basis of such telephonic notice believed by such Administrative Agent in good faith to be from an Authorized Officer of the Company or such Borrower. In each such

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case, each Borrower hereby waives the right to dispute such Administrative Agent’s record of the terms of any such telephonic notice.

          2.4 Disbursement of Funds. (a) No later than 12:00 Noon Local Time on the date specified in each Notice of Borrowing (including Mandatory Borrowings), each Lender will make available its pro rata portion, if any, of each Borrowing requested to be made on such date in the manner provided below, provided that all Multi-Currency Singapore Dollar Swingline Loans and Malaysian Ringgit Swingline Loans shall be made available in the full amount thereof by the applicable Swingline Lender no later than 3:00 p.m. (Hong Kong time) on the date requested.

          (b) Each Lender shall make available all amounts it is to fund to the applicable Borrower under any Borrowing for its applicable Commitments, and in immediately available funds to the applicable Administrative Agent at such Administrative Agent’s Office and such Administrative Agent will (except in the case of Mandatory Borrowings and Borrowings to repay Unpaid Drawings) make available to the applicable Borrower, by depositing to such Borrower’s account at such Administrative Agent’s Office the aggregate of the amounts so made available in U.S. Dollars. Unless the applicable Administrative Agent shall have been notified by any Lender prior to the date of any such Borrowing that such Lender does not intend to make available to such Administrative Agent its portion of the Borrowing or Borrowings to be made on such date, such Administrative Agent may assume that such Lender has made such amount available to such Administrative Agent on such date of Borrowing, and such Administrative Agent, in reliance upon such assumption, may (in its sole discretion and without any obligation to do so) make available to the applicable Borrower a corresponding amount. If such corresponding amount is not in fact made available to such Administrative Agent by such Lender and such Administrative Agent has made available same to the applicable Borrower, such Administrative Agent shall be entitled to recover such corresponding amount from such Lender. If such Lender does not pay such corresponding amount forthwith upon such Administrative Agent’s demand therefor such Administrative Agent shall promptly notify the applicable Borrower and such Borrower shall immediately pay such corresponding amount to such Administrative Agent. Such Administrative Agent shall also be entitled to recover from such Lender or such Borrower interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by such Administrative Agent to such Borrower to the date such corresponding amount is recovered by such Administrative Agent, at a rate per annum equal to (i) if paid by such Lender, the Federal Funds Effective Rate or (ii) if paid by such Borrower, the then-applicable rate of interest or fees, calculated in accordance with Section 2.8, for the respective Loans.

          (c) Nothing in this Section 2.4 shall be deemed to relieve any Lender from its obligation to fulfill its commitments hereunder or to prejudice any rights that the Borrowers may have against any Lender as a result of any default by such Lender hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to fulfill its commitments hereunder).

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          2.5 Repayment of Loans; Evidence of Debt. (a) The Lux Borrower shall repay to the Tranche B-1 Term Loan Administrative Agent, for the benefit of the Tranche B-1 Term Loan Lenders, on the Tranche B Term Loan Maturity Date, the then-unpaid Tranche B-1 Term Loans, in U.S. Dollars. The Company shall repay to the Asian Administrative Agent, for the benefit of the Tranche B-2 Term Loan Lenders, on the Tranche B Term Loan Maturity Date, the then-unpaid Tranche B-2 Term Loans, in U.S. Dollars. Each Borrower shall repay to the Asian Administrative Agent (i) for the benefit of the applicable Lenders, on the Revolving Credit Maturity Date, the then-unpaid Revolving Credit Loans made to such Borrower in the currency such Revolving Credit Loans have been made and (ii) for the account of the applicable Swingline Lender, on the Swingline Maturity Date, the then-unpaid Swingline Loans made to such Borrower in the Currency such Swingline Loans have been made.

          (b) (i) The Lux Borrower shall repay to the Tranche B-1 Term Loan Administrative Agent, in U.S. Dollars, for the benefit of the Tranche B-1 Term Loan Lenders, on each date set forth below (each, a “Tranche B Repayment Date”), the principal amount of the Tranche B-1 Term Loans equal to (x) the outstanding principal amount of Tranche B-1 Term Loans immediately after closing on the Closing Date, multiplied by (y) the percentage set forth below opposite such Tranche B Repayment Date (each, a “Tranche B-1 Repayment Amount”):

	Tranche B-1
Date	Repayment Amount
January 31, 2006		0.25	%
April 30, 2006		0.25	%
July 31, 2006		0.25	%
October 31, 2006		0.25	%
January 31, 2007		0.25	%
April 30, 2007		0.25	%
July 31, 2007		0.25	%
October 31, 2007		0.25	%
January 31, 2008		0.25	%
April 30, 2008		0.25	%
July 31, 2008		0.25	%
October 31, 2008		0.25	%
January 31, 2009		0.25	%
April 30, 2009		0.25	%
July 31, 2009		0.25	%

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	Tranche B-1
Date	Repayment Amount
October 31, 2009		0.25	%
January 31, 2010		0.25	%
April 30, 2010		0.25	%
July 31, 2010		0.25	%
October 31, 2010		0.25	%
January 31, 2011		0.25	%
April 30, 2011		0.25	%
July 31, 2011		0.25	%
October 31, 2011		0.25	%
January 31, 2012		0.25	%
April 30, 2012		0.25	%
July 31, 2012		0.25	%
Tranche B Term Loan Maturity Date		93.25	%

               (ii) In the event that Tranche B-2 Term Loans are made, the Company shall repay to the Asian Administrative Agent, for the benefit of the Tranche B-2 Term Loan Lenders, the Tranche B-2 Term Loans on each Tranche B Repayment Date occurring on or after the date the Tranche B-2 Term Loans are made in an amount equal to (i) the aggregate principal amount of Tranche B-2 Term Loans, times (ii) the ratio (expressed as a percentage) of (y) the amount of all Tranche B-1 Term Loans required to be repaid on such Tranche B Repayment Date and (z) the total aggregate principal amount of all Tranche B-1 Term Loans outstanding on the date the Tranche B-2 Term Loans were made (each, a “Tranche B-2 Repayment Amount”).

               (iii) In the event that any New Tranche B Term Loans are made, such New Tranche B Term Loans shall, subject to Section 2.14(d), be repaid by the Borrowers thereof in the amounts (each, a “New Tranche B Repayment Amount”) and on the dates (each a “New Tranche B Repayment Date”) set forth in the applicable Joinder Agreement.

          (c) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of each Borrower to the appropriate lending office of such Lender resulting from each Loan made by such lending office of

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such Lender from time to time, including the amounts of principal and interest payable and paid to such lending office of such Lender from time to time under this Agreement.

          (d) Each Administrative Agent shall maintain the Register pursuant to Section 13.6(b), and a subaccount for each Lender, in which Register and subaccounts (taken together) shall be recorded (i) the amount of each Loan made hereunder, whether such Loan is a Term Loan, a Revolving Credit Loan or a Swingline Loan, as applicable, the Type of each Loan made and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from each Borrower to each Lender or the Swingline Lenders hereunder and (iii) the amount of any sum received by the applicable Administrative Agent hereunder from each Borrower and each Lender’s share thereof.

          (e) The entries made in the Register and accounts and subaccounts maintained pursuant to paragraphs (c) and (d) of this Section 2.5 shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of each Borrower therein recorded; provided that the failure of any Lender or any Administrative Agent to maintain such account, such Register or such subaccount, as applicable, or any error therein, shall not in any manner affect the obligation of the Borrowers to repay (with applicable interest) the Loans made to any Borrower by such Lender in accordance with the terms of this Agreement.

          2.6 Conversions and Continuations. (a) The applicable Borrower shall have the option on any Business Day to convert all or a portion equal to at least the Minimum Borrowing Amount of the outstanding principal amount of Term Loans or Revolving Credit Loans (other than Malaysian U.S. Dollar Loans) made to such Borrower, as applicable, of one Type into a Borrowing or Borrowings of another Type and each Borrower shall have the option on any Business Day to continue the outstanding principal amount of any LIBOR Term Loans as LIBOR Term Loans, any LIBOR Revolving Credit Loans as LIBOR Revolving Credit Loans, any SOR Loans as SOR Loans and any RM Loans as RM Loans, as the case may be, for an additional Interest Period, provided that (i) no partial conversion of such Loans shall reduce the outstanding principal amount of such LIBOR Term Loans, LIBOR Revolving Credit Loans, SOR Loans or RM Loan, as applicable, made pursuant to a single Borrowing to less than the Minimum Borrowing Amount, (ii) (A) ABR Loans may not be converted into LIBOR Loans or SOR Loans, as applicable, and (B) LIBOR Term Loans which are Tranche B-1 Term Loans may not be continued as LIBOR Loans, LIBOR Term Loans which are Tranche B-2 Term Loans may not be continued as LIBOR Loans, LIBOR Revolving Credit Loans that are U.S. Dollar Revolving Credit Loans may not be continued as LIBOR Loans, LIBOR Revolving Credit Loans that are Multi-Currency U.S. Dollar Revolving Credit Loans may not be continued as LIBOR Loans, SOR Loans may not be continued as SOR Loans and RM Loans may not continue as RM Loans, as applicable, for an additional Interest Period, in the case of (ii)(A) and (B) above if a Default or Event of Default is in existence on the date of the proposed continuation or conversion, as the case may be, and the applicable Administrative Agent has or (1) in the case of Tranche B-1 Term Loans, the Required Tranche B-1 Term Loan Lenders, (2) in the case of

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Tranche B-2 Term Loans, the Required Tranche B-2 Term Loan Lenders, (3) in the case of U.S. Dollar Revolving Credit Loans, the Required U.S. Dollar Lenders, (4) in the case of Multi-Currency Revolving Credit Loans, the Required Multi-Currency Lenders or (5) in the case of Malaysian Revolving Credit Loans or New Malaysian U.S. Dollar Revolving Credit Loans, the Required Malaysian Lenders, as applicable, have determined in its or their sole discretion not to permit such conversion or continuation, as the case may be, and (iii) Borrowings resulting from conversions of Loans pursuant to this Section 2.6 shall be limited in number as provided in Section 2.2. Each such conversion or continuation shall be effected by the applicable Borrower by giving the applicable Administrative Agent at such Administrative Agent’s Office prior to 12:00 Noon (Local Time) at least three Business Days’ (or one Business Day’s notice in the case of a conversion into ABR Loans, other than U.S. Dollars Revolving Credit Loans or Multi-Currency U.S. Dollar Loans, which require two Business Days’ notice) prior written notice (or telephonic notice promptly confirmed in writing) (each, a “Notice of Conversion or Continuation”) specifying (A) in the case of a conversion or continuation, the Loans to be so converted or continued, the Type of Loans to be converted or continued into and, if such Loans are to be converted into or continued as LIBOR Loans, SOR Loans or continued as RM Loans, as the case may be, the Interest Period to be initially applicable thereto. The applicable Administrative Agent shall give each Tranche B-1 Term Loan Lender, each Tranche B-2 Term Loan Lender, each U.S. Dollar Lender, each Multi-Currency Lender or each Malaysian Lender, as applicable, notice as promptly as practicable of any such proposed conversion or continuation affecting any of its Loans.

          (b) If any Default or Event of Default is in existence at the time of any proposed continuation of any LIBOR Term Loans which are Tranche B-1 Term Loans, LIBOR Term Loans which are Tranche B-2 Term Loans, LIBOR Revolving Credit Loans that are U.S. Dollar Revolving Credit Loans, LIBOR Revolving Credit Loans that are Multi-Currency Revolving Credit Loans, SOR Loans, or RM Loans, as the case may be, and the applicable Administrative Agent has or (i) in the case of Tranche B-1 Term Loans, the Required Tranche B-1 Term Loan Lenders, (ii) in the case of Tranche B-2 Term Loans, the Required Tranche B-2 Term Loan Lenders, (iii) in the case of U.S. Dollar Revolving Credit Loans, the Required U.S. Dollar Lenders, (iv) in the case of Multi-Currency Revolving Credit Loans, the Required Multi-Currency Lenders or (v) in the case of Malaysian Revolving Credit Loans or New Malaysian U.S. Dollar Revolving Credit Loans, the Required Malaysian Lenders, as applicable, have determined in his or their sole discretion not to permit such continuation, such LIBOR Loans, SOR Loans or RM Loans, as the case may be, shall be automatically converted on the last day of the current Interest Period into ABR Loans. If upon the expiration of any Interest Period in respect of any LIBOR Loans, SOR Loans or RM Loans, as the case may be, the applicable Borrower has failed to elect a new Interest Period to be applicable thereto as provided in clause (a) above, such Borrower shall be deemed to have elected to (A) convert such Borrowing of LIBOR Loans or SOR Loans into a Borrowing of ABR Loans or (B) continue such RM Loans as RM Loans and such Malaysian U.S. Dollar Loans as LIBOR Loans, in each case with an Interest Period of one month, effective as of the expiration date of such current Interest Period.

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          2.7 Pro Rata Borrowings. Each Borrowing of (i) Tranche B-1 Term Loans under this Agreement shall be granted by the Tranche B-1 Term Loan Lenders pro rata on the basis of their then-applicable Tranche B-1 Term Loan Commitments and (ii) Tranche B-2 Term Loans under this Agreement shall be granted by the Tranche B-2 Term Loan Lenders pro rata on the basis of their then-applicable Tranche B-2 Term Loan Commitments. Each Borrowing of U.S. Dollar Revolving Credit Loans under this Agreement shall be granted by the U.S. Dollar Lenders pro rata on the basis of their then-applicable U.S. Dollar Revolving Credit Commitments. Each Borrowing of Multi-Currency Revolving Credit Loans under this Agreement shall be granted by the Multi-Currency Lenders pro rata on the basis of their then-applicable Multi-Currency Revolving Credit Commitments. Each Borrowing of Malaysian Revolving Credit Loans or New Malaysian U.S. Dollar Revolving Credit Loans, as applicable, under this Agreement shall be granted by the Malaysian Lenders pro rata on the basis of their then-applicable Malaysian Revolving Credit Commitments. Each Borrowing of New Tranche B Term Loans under this Agreement shall be granted by the Lenders pro rata on the basis of their then-applicable New Tranche B Term Loan Commitments. It is understood that (a) no Lender shall be responsible for any default by any other Lender in its obligation to make Loans hereunder and that each Lender shall be severally obligated to make the Loans provided to be made by it hereunder, regardless of the failure of any other Lender to fulfill its commitments hereunder, (b) other than as expressly provided herein with respect to a Defaulting Lender, failure by a Lender to perform any of its obligations under any of the Credit Documents shall not release any Person from performance of its obligation under any Credit Document and (c) the rights of each Lender under each Credit Document are separate and independent rights and any Indebtedness owed to such Lender under any Credit Document shall be a separate and independent Indebtedness.

          2.8 Interest. (a) The unpaid principal amount of each ABR Loan shall bear interest from the date of the Borrowing thereof until maturity (whether by acceleration or otherwise) at a rate per annum that shall at all times be the Applicable ABR Margin plus the applicable ABR in effect from time to time.

          (b) The unpaid principal amount of each LIBOR Loan shall bear interest from the date of the Borrowing thereof until maturity thereof (whether by acceleration or otherwise) at a rate per annum that shall at all times be the Applicable LIBOR Margin in effect from time to time plus the relevant LIBOR Rate.

          (c) The unpaid principal amount of each SOR Loan shall bear interest from the date of the Borrowing thereof until maturity thereof (whether by acceleration or otherwise) at a rate per annum that shall at all times be the Applicable SOR Margin in effect from time to time plus the relevant SOR Rate.

          (d) The unpaid principal amount of each Singapore COF Loan shall bear interest from the date of the Borrowing thereof until maturity thereof (whether by acceleration or otherwise) at a rate per annum that shall at all times be the Applicable SOR Margin in effect from time to time plus the relevant Singapore COF Rate.

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          (e) The unpaid principal amount of each RM Loan shall bear interest from the date of the Borrowing thereof until maturity thereof (whether by acceleration or otherwise) at a rate per annum that shall at all times be the Applicable RM Margin in effect from time to time plus the relevant RM Rate.

          (f) If all or a portion of (i) the principal amount of any Loan or (ii) any interest payable thereon shall not be paid when due (whether at the stated maturity, by acceleration or otherwise), such overdue amount shall bear interest at a rate per annum that is (x) in the case of overdue principal, the rate that would otherwise be applicable thereto plus 2% or (y) in the case of any overdue interest, to the extent permitted by applicable law, the rate described in Section 2.8(a) plus 2% from and including the date of such non-payment to but excluding the date on which such amount is paid in full (after as well as before judgment).

          (g) Interest on each Loan shall accrue from and including the date of any Borrowing to but excluding the date of any repayment thereof and shall be payable (i) in respect of each ABR Loan and each Singapore COF Loan, quarterly in arrears on the last day of each March, June, September and December, (ii) in respect of each LIBOR Loan, SOR Loan and RM Loan on the last day of each Interest Period applicable thereto and, in the case of an Interest Period in excess of three months, on each date occurring at three-month intervals after the first day of such Interest Period, (iii) in respect of each Loan (except, other than in the case of prepayments, any ABR Loan), on any prepayment (on the amount prepaid), at maturity (whether by acceleration or otherwise) and, after such maturity, on demand.

          (h) All computations of interest hereunder shall be made in accordance with Section 5.5.

          (i) The applicable Administrative Agent, upon determining the interest rate for any Borrowing of LIBOR Loans, SOR Loan, Singapore COF Loan or RM Loan shall promptly notify the relevant Borrower and the relevant Lenders thereof. Each such determination shall, absent clearly demonstrable error, be final and conclusive and binding on all parties hereto.

          2.9 Interest Periods. At the time any Borrower gives a Notice of Borrowing or Notice of Conversion or Continuation in respect of the making of, or conversion into or continuation as, a Borrowing of LIBOR Loans, SOR Loans or RM Loans (in the case of the initial Interest Period applicable thereto) or prior to 10:00 a.m. (Local Time) on the third Business Day prior to the expiration of an Interest Period applicable to a Borrowing of LIBOR Loans, SOR Loans or RM Loans, such Borrower shall have the right to elect by giving the applicable Administrative Agent written notice (or telephonic notice promptly confirmed in writing) the Interest Period applicable to such Borrowing, which Interest Period shall, at the option of such Borrower be in the case of (a) any LIBOR Loans, one, two, three, six or (in the case of Revolving Credit Loans, if available to all the Lenders making such loans as determined by such Lenders in good faith based on prevailing market conditions) a nine or twelve month period or a

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shorter period, provided that the initial Interest Period may be for a period less than one month if agreed upon by such Borrower and the applicable Administrative Agent, (b) any SOR Loans, one week, one month, three month period or (in the case of Revolving Credit Loans, if available to all the Lenders making such loans as determined by such Lenders in good faith based on prevailing market conditions) a six month period, provided that the initial Interest Period may be for a period less than one week if agreed upon by such Borrower and the Asian Administrative Agent, or (c) any RM Loans, one week, one month, three month or six-month period or (in the case of Revolving Credit Loans, if available to all the Lenders making such loans as determined by such Lenders in good faith based on prevailing market conditions) a nine month period, provided that the initial Interest Period may be for a period less than one week if agreed upon by such Borrower and the Asian Administrative Agent.

          Notwithstanding anything to the contrary contained above:

          (a) the initial Interest Period for any Borrowing of LIBOR Loans, SOR Loans and RM Loans shall commence on the date of such Borrowing (including in the case of LIBOR Loans and SOR Loans the date of any conversion from a Borrowing of ABR Loans) and each Interest Period occurring thereafter in respect of such Borrowing shall commence on the day on which the next preceding Interest Period expires;

          (b) if any Interest Period relating to a Borrowing of LIBOR Revolving Credit Loans, SOR Loans or RM Loans begins on the last Business Day of a calendar month or begins on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period, such Interest Period shall end on the last Business Day of the calendar month at the end of such Interest Period;

          (c) if any Interest Period would otherwise expire on a day that is not a Business Day, such Interest Period shall expire on the next succeeding Business Day, provided that if any Interest Period in respect of a LIBOR Loan, a SOR Loan or a RM Loan would otherwise expire on a day that is not a Business Day but is a day of the month after which no further Business Day occurs in such month, such Interest Period shall expire on the next preceding Business Day; and

          (d) no Borrower shall be entitled to elect any Interest Period in respect of any LIBOR Loan, SOR Loan or RM Loan if such Interest Period would extend beyond the applicable Maturity Date of such Loan.

          2.10 Increased Costs, Illegality, etc. (a) In the event that (x) in the case of clause (i) below, the applicable Administrative Agent or (y) in the case of clauses (ii) and (iii) below, any Lender shall have reasonably determined (which determination shall, absent clearly demonstrable error, be final and conclusive and binding upon all parties hereto):

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               (i) on any date for determining the LIBOR Rate, SOR Rate, Singapore COF Rate or RM Rate for any Interest Period that (x) deposits in the principal amounts of the Loans comprising such Borrowing are not generally available in the relevant market or (y) by reason of any changes arising on or after the Closing Date affecting the interbank LIBOR market, the interbank SOR market or the Kuala Lumpur Interbank Money Market, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in the definition of LIBOR Rate, SOR Rate, Singapore COF Rate or RM Rate, respectively; or

               (ii) at any time, that such Lender shall incur increased costs or reductions in the amounts received or receivable hereunder with respect to any LIBOR Loans, SOR Loans, Singapore COF Loans or RM Loans (other than any such increase or reduction attributable to Taxes) because of (x) any change since the date hereof in any applicable law, governmental rule, regulation, guideline or order (or in the interpretation or administration thereof and including the introduction of any new law or governmental rule, regulation, guideline or order), such as, for example, without limitation, a change in official reserve requirements, and/or (y) other circumstances affecting the interbank LIBOR market, the interbank SOR market or the Kuala Lumpur Interbank Money Market, as applicable, or the position of such Lender in such market; or

               (iii) at any time, that the making or continuance of any LIBOR Loan, SOR Loan, Singapore COF Loan or RM Loan has become unlawful by compliance by such Lender (or its Applicable Lending Office) in good faith with any law, governmental rule, regulation, guideline or order (or would conflict with any such governmental rule, regulation, guideline or order not having the force of law even though the failure to comply therewith would not be unlawful), or has become impracticable as a result of a contingency occurring after the date hereof that materially and adversely affects the interbank LIBOR market, the interbank SOR market or the Kuala Lumpur Interbank Money Market, as applicable;

then, and in any such event, such Lender (or the applicable Administrative Agent, in the case of clause (i) above) shall within a reasonable time thereafter give notice (if by telephone, confirmed in writing) to the applicable Borrowers and to the applicable Administrative Agent of such determination (which notice such Administrative Agent shall promptly transmit to each of the other Lenders). Thereafter (x) in the case of clause (i) above, LIBOR Term Loans, LIBOR Revolving Credit Loans, SOR Loans, Singapore COF Loans or RM Loans, as applicable, shall no longer be available until such time as the applicable Administrative Agent notifies the applicable Borrower and the Lenders that the circumstances giving rise to such notice by such Administrative Agent no longer exist (which notice such Administrative Agent agrees to give at such time when such circumstances no longer exist), and any Notice of Borrowing or Notice of Conversion given by a Borrower with respect to LIBOR Term Loans, LIBOR Revolving Credit

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Loans, SOR Loans, Singapore COF Loans or RM Loans, as applicable, that have not yet been incurred shall be deemed rescinded by such Borrower (y) in the case of clause (ii) above, the applicable Borrower shall pay to such Lender, promptly after receipt of written demand therefor such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender in its reasonable discretion shall determine) as shall be required to compensate such Lender for such increased costs or reductions in amounts receivable hereunder (it being agreed that a written notice as to the additional amounts owed to such Lender, showing in reasonable detail the basis for the calculation thereof, submitted to such Borrower by such Lender shall, absent clearly demonstrable error, be final and conclusive and binding upon all parties hereto) and (z) in the case of clause (iii) above, the applicable Borrower shall take one of the actions specified in Section 2.10(b) as promptly as possible and, in any event, within the time period required bylaw.

          (b) At any time that any LIBOR Loan, SOR Loan, Singapore COF Loan or RM Loan is affected by the circumstances described in Section 2.10(a)(ii) or (iii), the applicable Borrower may (and in the case of a LIBOR Loan, SOR Loan, Singapore COF Loan or RM Loan affected pursuant to Section 2.10(a)(iii) shall) either (x) if the affected LIBOR Loan, SOR Loan, Singapore COF Loan or RM Loan is then being made pursuant to a Borrowing, cancel said Borrowing by giving the applicable Administrative Agent telephonic notice (confirmed promptly in writing) thereof on the same date that such Borrower was notified by a Lender pursuant to Section 2.10(a)(ii) or (iii) or (y) if the affected Loan is a LIBOR Loan, SOR Loan or RM Loan then outstanding, upon at least three Business Days’ notice to the applicable Administrative Agent, require the affected Lender to convert each such Loan into an ABR Loan, provided that if more than one Lender is affected at any time, then all affected Lenders must be treated in the same manner pursuant to this Section 2.10(b).

          (c) If, after the date hereof, the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any governmental authority, the National Association of Insurance Commissioners, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by a Lender or its parent with any request or directive made or adopted after the date hereof regarding capital adequacy (whether or not having the force of law) of any such authority, association, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s or its parent’s or its Affiliate’s capital or assets as a consequence of such Lender’s commitments or obligations hereunder to a level below that which such Lender or its parent or its Affiliate could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Lender’s or its parent’s policies with respect to capital adequacy), then from time to time, promptly after demand by such Lender (with a copy to the applicable Administrative Agent), each applicable Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or its parent for such reduction, it being understood and agreed, however, that a Lender shall not be entitled to such compensation as a result of such

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Lender’s compliance with, or pursuant to any request or directive to comply with, any such law, rule or regulation as in effect on the date hereof. Each Lender, upon determining in good faith that any additional amounts will be payable pursuant to this Section 2.10(c), will give prompt written notice thereof to the applicable Borrower which notice shall set forth in reasonable detail the basis of the calculation of such additional amounts, although the failure to give any such notice shall not, subject to Section 2.13, release or diminish such Borrower’s obligations to pay additional amounts pursuant to this Section 2.10(c) upon receipt of such notice.

          (d) It is understood that to the extent duplicative of Section 5.4, this Section 2.10 shall not apply to Taxes.

          2.11 Compensation. If (a) any payment of principal of any LIBOR Loan, SOR Loan or RM Loan is made by any Borrower to or for the account of a Lender other than on the last day of the Interest Period for such LIBOR Loan, SOR Loan or RM Loan as a result of a payment or conversion pursuant to Section 2.5, 2.6, 2.10, 5.1, 5.2 or 13.7, as a result of acceleration of the maturity of the Loans pursuant to Section 11 or for any other reason, (b) any Borrowing of LIBOR Loans, SOR Loans or RM Loans is not made as a result of a withdrawn Notice of Borrowing, (c) any ABR Loan is not converted into a LIBOR Loan as a result of a withdrawn Notice of Conversion or Continuation, (d) any LIBOR Loan, SOR Loan or RM Loan is not continued as an LIBOR Loan, SOR Loan or RM Loan, as the case may be, as a result of a withdrawn Notice of Conversion or Continuation or (e) any prepayment of principal of any LIBOR Loan, SOR Loan or RM Loan is not made as a result of a withdrawn notice of prepayment pursuant to Section 5.1 or 5.2, such Borrower shall, after receipt of a written request by such Lender (which request shall set forth in reasonable detail the basis for requesting such amount), pay to the applicable Administrative Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses that such Lender may reasonably incur as a result of such payment, failure to convert, failure to continue or failure to prepay, including any loss, cost or expense (excluding loss of anticipated profits) actually incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such LIBOR Loan, SOR Loan or RM Loan.

          2.12 Change of Lending Office. Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Section 2.10(a)(ii), 2.10(a)(iii), 2.10(b), 3.5 or 5.4 with respect to such Lender, it will, if requested by the Company use reasonable efforts (subject to overall policy considerations of such Lender) to change its Applicable Lending Office for any Loans affected by such event, provided that such change is made on such terms that such Lender and its lending office suffer no economic, legal or regulatory disadvantage, with the object of avoiding the consequence of the event giving rise to the operation of any such Section. Nothing in this Section 2.12 shall affect or postpone any of the obligations of any Borrower or the right of any Lender provided in Section 2.10, 3.5 or 5.4.

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          2.13 Notice of Certain Costs. Notwithstanding anything in this Agreement to the contrary, to the extent any notice required by Section 2.10, 2.11, 3.5 or 5.4 is given by any Lender more than 180 days after such Lender has knowledge (or should have had knowledge) of the occurrence of the event giving rise to the additional cost, reduction in amounts, loss, tax or other additional amounts described in such Sections, such Lender shall not be entitled to compensation under Section 2.10, 2.11, 3.5 or 5.4, as the case may be, for any such amounts incurred or accruing prior to the 181st day prior to the giving of such notice to the Company.

          2.14 Incremental Facilities. (a) The Company may by written notice to the applicable Administrative Agent elect to request the establishment of one or more (x) New Tranche B Term Loan commitments (the “New Tranche B Term Loan Commitments”) and/or (y) Additional Revolving Credit commitments (the “New Revolving Credit Commitment” and, together with the New Tranche B Term Loan Commitments, the “New Loan Commitments”), by an aggregate amount not in excess of $200,000,000 in the aggregate and not less than $50,000,000 individually (or such lesser amount which shall be approved by the applicable Administrative Agent or such lesser amount that shall constitute the difference between $200,000,000 and all such New Loan Commitments obtained prior to such date), and integral multiples of $5,000,000 in excess of that amount. Each such notice shall specify the date (each, an “Increased Amount Date”) on which the Company proposes that the New Loan Commitments shall be effective, which shall be a date not less than 10 Business Days after the date on which such notice is delivered to the applicable Administrative Agent; provided that any Lender offered or approached to provide all or a portion of the New Loan Commitments may elect or decline, in its sole discretion, to provide a New Loan Commitment. Such New Loan Commitments shall become effective, as of such Increased Amount Date; provided that (i) no Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such New Loan Commitments, as applicable; (ii) both before and after giving effect to the making of any Series of New Tranche B Term Loans or New Revolving Loans, each of the conditions set forth in Section 7 shall be satisfied; (iii) the Company and its Subsidiaries shall be in pro forma compliance with the covenant set forth in Section 10.9 as of the last day of the most recently ended fiscal quarter after giving effect to such New Loan Commitments and any Investment to be consummated in connection therewith; (iv) the New Loan Commitments shall be effected pursuant to one or more Joinder Agreements executed and delivered by the Company and the applicable Administrative Agent, and each of which shall be recorded in the Register and shall be subject to the requirements set forth in Section 5.4(d); (v) the Company shall make any payments required pursuant to Section 2.11 in connection with the New Loan Commitments, as applicable; and (vi) the Company shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by the applicable Administrative Agent in connection with any such transaction. Any New Tranche B Term Loans made on an Increased Amount Date shall be designated, a separate series (a “Series”) of New Tranche B Term Loans for all purposes of this Agreement.

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          (b) On any Increased Amount Date on which New Revolving Loan Commitments are effected, subject to the satisfaction of the foregoing terms and conditions and obtaining any required approval from any Governmental Authority, including the consent of Bank Negara Malaysia, (a) each of the Lenders with Revolving Credit Commitments shall assign to each Lender with a New Revolving Credit Commitment (each, a “New Revolving Loan Lender”) and each of the New Revolving Loan Lenders shall purchase from each of the Lenders with Revolving Credit Commitments, at the principal amount thereof (together with accrued interest), such interests in the Revolving Credit Loans outstanding on such Increased Amount Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Credit Loans will be held by existing Lenders with Revolving Credit Loans and New Revolving Loan Lenders ratably in accordance with their Revolving Credit Commitments after giving effect to the addition of such New Revolving Credit Commitments to the Revolving Credit Commitments, (b) each New Revolving Credit Commitment shall be deemed for all purposes a Revolving Credit Commitment and each Loan made thereunder (a “New Revolving Loan”) shall be deemed, for all purposes, a Revolving Credit Loan and (c) each New Revolving Loan Lender shall become a Lender with respect to the New Revolving Loan Commitment and all matters relating thereto.

          (c) On any Increased Amount Date on which any New Tranche B Term Loan Commitments of any Series are effective, subject to the satisfaction of the foregoing terms and conditions, (i) each Lender with a New Tranche B Term Loan Commitment (each, a “New Tranche B Loan Lender”) of any Series shall make a Loan to the Company (a “New Tranche B Term Loan”) in an amount equal to its New Tranche B Term Loan Commitment of such Series, and (ii) each New Tranche B Term Loan Lender of any Series shall become a Lender hereunder with respect to the New Tranche B Term Loan Commitment of such Series and the New Tranche B Term Loans of such Series made pursuant thereto.

          (d) The terms and provisions of the New Tranche B Term Loans and New Tranche B Term Loan Commitments of any Series shall be, except as otherwise set forth herein or in the Joinder Agreement, identical to the Tranche B Term Loans; provided that (i) the applicable New Tranche B Term Loan Maturity Date of each Series shall be no earlier than the final maturity of the Tranche B Term Loans and the mandatory prepayment and other payment rights (other than scheduled amortization) of the New Tranche B Term Loans and the Tranche B Term Loans shall be identical and (ii) the Borrower, the rate of interest and the amortization schedule applicable to the New Tranche B Term Loans of each Series shall be determined by the Company and the applicable new Lenders and shall be set forth in each applicable Joinder Agreement; provided that such Borrower shall be the Company or a Subsidiary Guarantor. The terms and provisions of the New Revolving Loans and New Revolving Credit Commitments shall be identical to the Revolving Credit Loans and the Revolving Credit Commitments.

          (e) Each Joinder Agreement may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Credit Documents as

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may be necessary or appropriate, in the opinion of the Administrative Agents, to effect the provision of this Section 2.14.

          2.15 Conversion of Malaysian Revolving Credit Facility. (a) Prior to any reduction or termination of any Malaysian Revolving Credit Commitments pursuant to Section 4.2, the Company may, upon at least ten Business Days’ (or such lesser number of Business Days as each Malaysian Lender shall agree) written notice (the “Malaysian Commitment Conversion Notice”) to the Asian Administrative Agent (which notice the Asian Administrative Agent shall promptly transmit to each Malaysian Lender and the Malaysian Swingline Lender) elect to convert each Malaysian Lender’s Malaysian Revolving Credit Commitment in whole into a new Malaysian U.S. Dollar Revolving Credit Commitment (the “New Malaysian U.S. Dollar Revolving Credit Commitment”) of each Malaysian Lender equal to such Malaysian Lender’s Malaysian Revolving Credit Commitment as of the Malaysian Commitment Conversion Date (as defined below). The Malaysian Commitment Conversion Notice shall specify the date on which the Company proposes that the Malaysian Revolving Credit Commitments shall be converted and the New Malaysian U.S. Dollar Revolving Credit Commitments shall be effective (the “Malaysian Commitment Conversion Date”); provided that (i) any Malaysian Revolving Credit Loans and any Malaysian Swingline Loans, any interest thereon and any other Obligation with respect thereto shall have been paid in full prior to the Malaysian Commitment Conversion Date and no Obligations with respect thereto shall be outstanding on the Malaysian Commitment Conversion Date, (ii) both before and after giving effect to such New Malaysian U.S. Dollar Revolving Credit Commitments, each of the conditions set forth in Section 7 shall be satisfied; and (iii) the Company and its Subsidiaries shall be in pro forma compliance with the covenant set forth in Section 10.9 as of the last day of the most recently ended fiscal quarter after giving effect to such New Malaysian U.S. Dollar Revolving Credit Commitments. From and after the Malaysian Commitment Conversion Date, (A) the rights of the Malaysian Lender to request Borrowings of Malaysian Revolving Credit Loans and the obligations of the Malaysian Lenders to make Malaysian Revolving Credit Loans pursuant to Section 2.1(b)(iii), and (B) the rights of the Malaysian Lender to request Borrowings of Malaysian Swingline Loans and the obligations of the Malaysian Swingline Lender to make Malaysian Swingline Loans pursuant to Section 2.1(c)(ii), shall terminate and shall be of no further force and effect.

          (b) Commencing on the Malaysian Commitment Conversion Date, subject to and upon the terms and conditions herein and obtaining any required approval of any Governmental Authority, including the qualification of such Lender under the Moneylenders Act if applicable, each Malaysian Lender severally agrees to make a loan or loans to the Singaporean Borrower or each U.S. Borrower in U.S. Dollars (each a “New Malaysian U.S. Dollar Revolving Credit Loan” and, collectively, the “New Malaysian U.S. Dollar Revolving Credit Loans”), which New Malaysian U.S. Dollar Revolving Credit Loans, (i) shall be made at any time and from time to time on and after the Malaysian Commitment Conversion Date and prior to the Revolving Credit Maturity Date and (ii) shall be made and maintained on the same terms and subject to the same conditions,

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including with respect to Notice of Borrowing, Type, interest rate and prepayment of New Malaysian U.S. Dollar Revolving Credit Loans, as the U.S. Dollar Revolving Credit Loans, provided that any such New Malaysian U.S. Dollar Revolving Credit Loans (A) shall not, for any such Malaysian Lender at any time, after giving effect thereto and to the application of the proceeds thereof, result in such Lender’s Malaysian Revolving Credit Exposure at such time exceeding such Lender’s Malaysian Credit Commitment at such time and (B) shall not, after giving effect thereto and to the application of the proceeds thereof, result at any time in the aggregate amount of the Malaysian Lenders’ Malaysian Credit Exposures at such time exceeding the Total Malaysian Revolving Credit Commitment then in effect.

          (c) Each Malaysian Lender, upon receipt of a copy of the Malaysian Commitment Conversion Notice, will use its commercially reasonable efforts to obtain any approval of a Governmental Authority, including under the Moneylenders Act, as shall be required to permit such Malaysian Lender to make New Malaysian U.S. Dollar Revolving Credit Loans (such efforts to include the assignment of such Malaysian Lender’s Malaysian Revolving Credit Commitment to any of its Affiliates if such Affiliate may, under any applicable law make New Malaysian U.S. Dollar Revolving Credit Loans).

          SECTION 3. Letters of Credit.

          3.1 Letters of Credit.

          (a) Subject to and upon the terms and conditions herein set forth, at any time and from time to time after the Closing Date and prior to the L/C Maturity Date, each U.S. Dollar Borrower may request that the Letter of Credit Issuer issue for the account of such U.S. Dollar Borrower a standby letter of credit or letters of credit in U.S. Dollars (the “Letters of Credit” and each, a “Letter of Credit”) in such form as may be approved by the Letter of Credit Issuer in its reasonable discretion.

          (b) Notwithstanding the foregoing, (i) no Letter of Credit shall be issued the Stated Amount of which, when added to the Letters of Credit Outstanding at such time, would exceed the U.S. Dollar Letter of Credit Commitment then in effect; (ii) no Letter of Credit shall be issued the Stated Amount of which would cause the aggregate amount of the U.S. Dollar Lenders’ U.S. Dollar Revolving Credit Exposures at such time to exceed the U.S. Dollar Revolving Credit Commitment then in effect; (iii) each Letter of Credit shall have an expiration date occurring no later than one year after the date of issuance thereof, unless otherwise agreed upon by the Asian Administrative Agent and the Letter of Credit Issuer, provided that in no event shall such expiration date occur later than the L/C Maturity Date; (iv) no Letter of Credit shall be issued if it is requested to be denominated in any currency other than U.S. Dollars; (v) no Letter of Credit shall be issued if it would be illegal under any applicable law for the beneficiary of the Letter of Credit to have a Letter of Credit issued in its favor; and (vi) no Letter of Credit shall be issued by the Letter of Credit Issuer after it has received a written notice from any Credit Party or any Lender stating that a Default or Event of Default has occurred and is

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continuing until such time as the Letter of Credit Issuer shall have received a written notice of (vii) rescission of such notice from the party or parties originally delivering such notice or (y) the waiver of such Default or Event of Default in accordance with the provisions of Section 13.1. Notwithstanding anything herein to the contrary, the issuance of Letters of Credit for the account of any Borrower shall be deemed a utilization of the Revolving Credit Commitments allocated to such Borrower.

          (c) Upon at least one Business Day’s prior written notice (or telephonic notice promptly confirmed in writing) to the Asian Administrative Agent and the Letter of Credit Issuer (which notice such Administrative Agent shall promptly transmit to each of the applicable Lenders), the Company shall have the right, on any day, permanently to terminate or reduce the U.S. Dollar Letter of Credit Commitment in whole or in part, provided that, after giving effect to such termination or reduction, the Letters of Credit Outstanding shall not exceed the U.S. Dollar Letter of Credit Commitment.

          3.2 Letter of Credit Requests.

          (a) Whenever any U.S. Dollar Borrower desires that a Letter of Credit be issued for its account, it shall give the Asian Administrative Agent and the Letter of Credit Issuer at least five (or such lesser number as may be agreed upon by such Administrative Agent and the Letter of Credit Issuer) Business Days’ written notice thereof. Each notice shall be executed by such Borrower and shall be in the form of Exhibit H (each a “Letter of Credit Request”). The Asian Administrative Agent shall promptly transmit copies of each Letter of Credit Request to each U.S. Dollar Lender.

          (b) The making of each Letter of Credit Request shall be deemed to be a representation and warranty by the applicable Borrowers that the Letter of Credit may be issued in accordance with, and will not violate the requirements of, Section 3.1(b).

          3.3 Letter of Credit Participations.

          (a) Immediately upon the issuance by the Letter of Credit Issuer of any Letter of Credit, the Letter of Credit Issuer shall be deemed to have sold and transferred to each U.S. Dollar Lender (each such other U.S. Dollar Lender, in its capacity under this Section 3.3, an “L/C Participant”), and each such L/C Participant shall be deemed irrevocably and unconditionally to have purchased and received from the Letter of Credit Issuer, without recourse or warranty, an undivided interest and participation (each an “L/C Participation”), to the extent of such L/C Participant’s U.S. Dollar Revolving Credit Commitment Percentage in such Letter of Credit, each substitute letter of credit, each drawing made thereunder and the obligations of the Borrowers under this Agreement with respect thereto, and any security therefor or guaranty pertaining thereto; provided that the Letter of Credit Fees will be paid directly to the Asian Administrative Agent for the ratable account of the L/C Participants as provided in Section 4.1(b) and the L/C Participants shall have no right to receive any portion of any Fronting Fees).

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          (b) In determining whether to pay under any Letter of Credit, the Letter of Credit Issuer shall have no obligation relative to any L/C Participants other than to confirm that any documents required to be delivered under such Letter of Credit have been delivered and that they appear to comply on their face with the requirements of such Letter of Credit. Any action taken or omitted to be taken by the Letter of Credit Issuer under or in connection with any Letter of Credit issued by it, if taken or omitted in the absence of gross negligence or willful misconduct, shall not create for the Letter of Credit Issuer any resulting liability.

          (c) In the event that the Letter of Credit Issuer makes any payment under any Letter of Credit issued by it and the applicable Borrower shall not have repaid such amount in full to the Letter of Credit Issuer pursuant to Section 3.4(a), the Letter of Credit Issuer shall promptly notify the Asian Administrative Agent and each L/C Participant of such failure, and each such L/C Participant shall promptly and unconditionally pay to the Asian Administrative Agent for the account of the Letter of Credit Issuer, the amount of such L/C Participant’s U.S. Dollar Revolving Credit Commitment Percentage of such unreimbursed payment in U.S. Dollars and in immediately available funds; provided that no L/C Participant shall be obligated to pay to the Asian Administrative Agent for the account of the Letter of Credit Issuer its U.S. Dollar Revolving Credit Commitment Percentage of such unreimbursed amount arising from any wrongful payment made by the Letter of Credit Issuer under a Letter of Credit as a result of acts or omissions constituting willful misconduct or gross negligence on the part of the Letter of Credit Issuer. If the Letter of Credit Issuer so notifies, prior to 11:00 a.m. (Hong Kong time) on any Business Day, any L/C Participant required to fund a payment under a Letter of Credit, such L/C Participant shall make available to the Asian Administrative Agent for the account of the Letter of Credit Issuer such L/C Participant’s U.S. Dollar Revolving Credit Commitment Percentage, as applicable, of the amount of such payment on such Business Day in immediately available funds. If and to the extent such L/C Participant shall not have so made its U.S. Dollar Revolving Credit Commitment Percentage of the amount of such payment available to the Asian Administrative Agent for the account of the Letter of Credit Issuer, such L/C Participant agrees to pay to the Asian Administrative Agent for the account of the Letter of Credit Issuer, forthwith on demand, such amount, together with interest thereon for each day from such date until the date such amount is paid to the Asian Administrative Agent for the account of the Letter of Credit Issuer at the Singapore COF Rate. The failure of any L/C Participant to make available to the Asian Administrative Agent for the account of the Letter of Credit Issuer its U.S. Dollar Revolving Credit Commitment Percentage of any payment under any Letter of Credit shall not relieve any other L/C Participant of its obligation hereunder to make available to the Asian Administrative Agent for the account of the Letter of Credit Issuer its U.S. Dollar Revolving Credit Commitment Percentage, of any payment under such Letter of Credit on the date required, as specified above, but no L/C Participant shall be responsible for the failure of any other L/C Participant to make available to the Asian Administrative Agent such other L/C Participant’s U.S. Dollar Revolving Credit Commitment Percentage of any such payment.

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          (d) Whenever the Letter of Credit Issuer receives a payment in respect of an unpaid reimbursement obligation as to which the Asian Administrative Agent has received for the account of the Letter of Credit Issuer any payments from the L/C Participants pursuant to clause (c) above, the Letter of Credit Issuer shall pay to the Asian Administrative Agent and such Administrative Agent shall promptly pay to each L/C Participant that has paid its U.S. Dollar Revolving Credit Commitment Percentage of such reimbursement obligation, in U.S. Dollars and in immediately available funds, an amount equal to such L/C Participant’s share (based upon the proportionate aggregate amount originally funded by such L/C Participant to the aggregate amount funded by all L/C Participants) of the principal amount of such reimbursement obligation and interest thereon accruing after the purchase of the respective L/C Participations.

          (e) The obligations of the L/C Participants to make payments to the Asian Administrative Agent for the account of the Letter of Credit Issuer with respect to Letters of Credit shall be irrevocable and not subject to counterclaim, set-off or other defense or any other qualification or exception whatsoever and shall be made in accordance with the terms and conditions of this Agreement under all circumstances, including under any of the following circumstances:

               (i) any lack of validity or enforceability of this Agreement or any of the other Credit Documents;

               (ii) the existence of any claim, set-off, defense or other right that the Borrowers may have at any time against a beneficiary named in a Letter of Credit, any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), any Administrative Agent, the Letter of Credit Issuer, any Lender or other Person, whether in connection with this Agreement, any Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transaction between any Borrower and the beneficiary named in any such Letter of Credit);

               (iii) any draft, certificate or any other document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect;

               (iv) the surrender or impairment of any security for the performance or observance of any of the terms of any of the Credit Documents; or

               (v) the occurrence of any Default or Event of Default;

provided that no L/C Participant shall be obligated to pay to the Asian Administrative Agent for the account of the Letter of Credit Issuer its U.S. Dollar Revolving Credit Commitment Percentage of any unreimbursed amount arising from any wrongful

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payment made by the Letter of Credit Issuer under a Letter of Credit as a result of acts or omissions constituting willful misconduct or gross negligence on the part of the Letter of Credit Issuer.

          3.4 Agreement to Repay Letter of Credit Drawings.

          3.5 Each U.S. Dollar Borrower hereby agrees to reimburse the Letter of Credit Issuer by making payment in U.S. Dollars to the Asian Administrative Agent (in the case of reimbursement made by such Borrower) in immediately available funds for any payment or disbursement made by the Letter of Credit Issuer under any Letter of Credit (each such amount so paid until reimbursed, an “Unpaid Drawing”) immediately after, and in any event on the date of, such payment, with interest on the amount so paid or disbursed by the Letter of Credit Issuer, to the extent not reimbursed prior to 5:00 p.m. (Hong Kong time) on the date of such payment or disbursement, from and including the date paid or disbursed to but excluding the date the Letter of Credit Issuer is reimbursed therefor at a rate per annum that shall at all times be the Applicable LIBOR Margin plus the LIBOR Rate as in effect from time to time, provided that, notwithstanding anything contained in this Agreement to the contrary, (i) unless the applicable Borrower shall have notified the Asian Administrative Agent and the Letter of Credit Issuer prior to 10:00 a.m. (Hong Kong time) on the date of such drawing that such Borrower intends to reimburse the Letter of Credit Issuer for the amount of such drawing with funds other than the proceeds of Loans, such Borrower shall be deemed to have given a Notice of Borrowing requesting that, with respect to Letters of Credit, that the Lenders with U.S. Dollar Revolving Credit Commitments or make U.S. Dollar Revolving Credit Loans (which shall be LIBOR Loans), and (ii) the Asian Administrative Agent shall promptly notify each L/C Participant of such drawing and the amount of its Revolving Credit Loan to be made in respect thereof, and each such L/C Participant shall be irrevocably obligated to make a U.S. Dollar Revolving Credit Loan to the applicable Borrower in the manner deemed to have been requested in the amount of its U.S. Dollar Revolving Credit Commitment Percentage of the applicable Unpaid Drawing by 12:00 noon (Hong Kong) on such Business Day by making the amount of such U.S. Dollar Revolving Credit Loan available to the Asian Administrative Agent. Such U.S. Dollar Revolving Credit Loans shall be made without regard to the Minimum Borrowing Amount. The Asian Administrative Agent shall use the proceeds of such Revolving Credit Loans solely for purpose of reimbursing the Letter of Credit Issuer for the related Unpaid Drawing.

          (a) The obligations of the Borrowers under this Section 3.4 to reimburse the Letter of Credit Issuer with respect to Unpaid Drawings (including, in each case, interest thereon) shall be absolute and unconditional under any and all circumstances and irrespective of any set-off, counterclaim or defense to payment that any Borrower or any other Person may have or have had against the Letter of Credit Issuer, any Administrative Agent or any Lender (including in its capacity as an L/C Participant), including any defense based upon the failure of any drawing under a Letter of Credit (each a “Drawing”) to conform to the terms of the Letter of Credit or any non-application or misapplication by the beneficiary of the proceeds of such Drawing, provided that no Borrower shall be obligated to reimburse the Letter of Credit Issuer for

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any wrongful payment made by the Letter of Credit Issuer under the Letter of Credit issued by it as a result of acts or omissions constituting willful misconduct or gross negligence on the part of such Letter of Credit Issuer.

          3.6 Increased Costs. If after the date hereof, the adoption of any applicable law, rule or regulation, or any change therein, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or actual compliance by the Letter of Credit Issuer or any L/C Participant with any request or directive made or adopted after the date hereof (whether or not having the force of law), by any such authority, central bank or comparable agency shall either (a) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters of credit issued by the Letter of Credit Issuer, or any L/C Participant’s L/C Participation therein, or (b) impose on the Letter of Credit Issuer or any L/C Participant any other conditions affecting its obligations under this Agreement in respect of Letters of Credit or L/C Participations therein or the Letter of Credit or such L/C Participant’s L/C Participation therein, and the result of any of the foregoing is to increase the cost to any Letter of Credit Issuer or such L/C Participant of issuing, maintaining or participating in any Letter of Credit, or to reduce the amount of any sum received or receivable by the Letter of Credit Issuer or such L/C Participant hereunder (other than any such increase or reduction attributable to taxes) in respect of Letters of Credit or L/C Participations therein, then, promptly after receipt of written demand to the Company by the Letter of Credit Issuer or such L/C Participant, as the case may be, (a copy of which notice shall be sent by such Letter of Credit Issuer or such L/C Participant to the Asian Administrative Agent (with respect to Letter of Credit issued on account of any Borrower)) the applicable Borrowers shall pay to the Letter of Credit Issuer or such L/C Participant such additional amount or amounts as will compensate the Letter of Credit Issuer or such L/C Participant for such increased cost or reduction, it being understood and agreed, however, that the Letter of Credit Issuer or a L/C Participant shall not be entitled to such compensation as a result of such Person’s compliance with, or pursuant to any request or directive to comply with, any such law, rule or regulation as in effect on the date hereof. A certificate submitted to the Company by the Letter of Credit Issuer or a L/C Participant, as the case may be (a copy of which certificate shall be sent by the Letter of Credit Issuer or such L/C Participant to the Asian Administrative Agent (with respect to Letters of Credit issued on account of any Borrower)), setting forth in reasonable detail the basis for the determination of such additional amount or amounts necessary to compensate the Letter of Credit Issuer or such L/C Participant as aforesaid shall be conclusive and binding on the Borrowers absent clearly demonstrable error.

     3.7 Successor Letter of Credit Issuer. The Letter of Credit Issuer may resign as Letter of Credit Issuer upon 60 days’ prior written notice to the Asian Administrative Agent or the U.S. Dollar Lenders and the Company. If the Letter of Credit Issuer shall resign as Letter of Credit Issuer under this Agreement, then the Company shall appoint from among the U.S. Dollar Lenders, a successor issuer of Letters of Credit whereupon such successor issuer shall succeed to the rights, powers and duties

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of such resigning Letter of Credit Issuer, and the term “Letter of Credit Issuer” as used in relation to such resigning Letter of Credit Issuer shall mean such successor issuer effective upon such appointment. At the time such resignation shall become effective, the applicable Borrowers shall pay to the resigning Letter of Credit Issuer all accrued and unpaid fees pursuant to Sections 4.1(d) and (e). The acceptance of any appointment as the Letter of Credit Issuer hereunder by a successor Lender shall be evidenced by an agreement entered into by such successor, in a form satisfactory to the Company and the Asian Administrative Agent and, from and after the effective date of such agreement, such successor Lender shall have all the rights and obligations of the resigning Letter of Credit Issuer under this Agreement and the other Credit Documents. At the time such resignation shall become effective, the Borrower shall pay to the resigning Letter of Credit Issuer all accrued and unpaid fees pursuant to Sections 4.1(c) and (d). After the resignation of the Letter of Credit Issuer hereunder, such resigning Letter of Credit Issuer shall remain a party hereto and shall continue to have all the rights and obligations of the Letter of Credit Issuer under this Agreement and the other Credit Documents with respect to Letters of Credit issued by it prior to such resignation, but shall not be required to issue additional Letters of Credit. After any resigning Letter of Credit Issuer’s resignation as Letter of Credit Issuer, the provisions of this Agreement relating to the Letter of Credit Issuer shall inure to its benefit as to any actions taken or omitted to be taken by it (a) while it was the Letter of Credit Issuer under this Agreement or (b) at any time with respect to Letters of Credit issued by such Letter of Credit Issuer.

          SECTION 4. Fees; Commitments.

          4.1 Fees. (a) (i) The Singaporean Borrower and the U.S. Borrowers jointly and severally agree to pay to the Asian Administrative Agent in U.S. Dollars, for the account of each Multi-Currency Lender (in each case pro rata according to the respective Multi-Currency Revolving Credit Commitments of all such Multi-Currency Lenders), a commitment fee for each day from and including the Closing Date to but excluding the Final Date. Such commitment fee shall be payable in arrears (x) on the last day of each March, June, September and December (for the three-month period (or portion thereof) ended on such day for which no payment has been received) and (y) on the Final Date (for the period ended on such date for which no payment has been received pursuant to clause (x) above), and shall be computed for each day during such period at a rate per annum equal to the Commitment Fee Rate in effect on such day on the Multi-Currency Available Commitments in effect on such day.

               (ii) The Singaporean Borrower and the U.S. Borrowers jointly and severally agree to pay to the Asian Administrative Agent in U.S. Dollars, for the account of each U.S. Dollar Lender (in each case pro rata according to the respective U.S. Dollar Revolving Credit Commitments of all such U.S. Dollar Lenders), a commitment fee for each day from and including the Closing Date to but excluding the Final Date. Such commitment fee shall be payable in arrears (x) on the last day of each March, June, September and December (for the three-month period (or portion thereof) ended on such day for which no payment has been

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received) and (y) on the Final Date (for the period ended on such date for which no payment has been received pursuant to clause (x) above), and shall be computed for each day during such period at a rate per annum equal to the Commitment Fee Rate in effect on such day on the U.S. Dollar Available Commitments in effect on such day.

               (iii) The Malaysian Borrower agrees to pay to the Asian Administrative Agent in U.S. Dollars, for the account of each Malaysian Lender (in each case pro rata according to the respective Malaysian Revolving Credit Commitments of all such Malaysian Lenders), a commitment fee for each day from and including the Closing Date to but excluding the Final Date. Such commitment fee shall be payable in arrears (x) on the last day of each March, June, September and December (for the three-month period (or portion thereof) ended on such day for which no payment has been received) and (y) on the Final Date (for the period ended on such date for which no payment has been received pursuant to clause (x) above), and shall be computed for each day during such period at a rate per annum equal to the Commitment Fee Rate in effect on such day on the Malaysian Available Commitments in effect on such day; provided that, at any time, when the Malaysian Borrower is prohibited by applicable law or regulations from making such payments in U.S. Dollars, the other Borrowers jointly and severally agree to pay amounts owing under this clause (iii).

               (iv) The Company agrees to pay to the Asian Administrative Agent in U.S. Dollars, for the account of each Lender having a Tranche B-2 Term Loan Commitment (in each case pro rata according to the respective Tranche B-2 Term Loan Commitments of all such Lenders), a commitment fee for each day from and including the Closing Date to but excluding the Tranche B-2 Term Loan Commitment Termination Date) at a rate of 1% per annum on the aggregate amount of the Tranche B-2 Term Loan Commitment. Such commitment fee shall be payable in arrears (x) on the last day of each March, June, September and December (for the three-month period (or portion thereof) ended on such day for which no payment has been received) and (y) on the Tranche B-2 Term Loan Commitment Termination Date (for the period ended on such date for which no payment has been received pursuant to clause (x) above).

               (v) Notwithstanding the foregoing, the Borrowers shall not be obligated to pay any amounts to any Defaulting Lender pursuant to this Section 4.1.

          (b) The Company agrees to pay to the Asian Administrative Agent in U.S. Dollars for the account of the U.S. Dollar Lenders pro rata on the basis of their respective Letter of Credit Exposure, a fee in respect of each Letter of Credit (the “Letter of Credit Fee”), for the period from and including the date of issuance of such Letter of

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Credit to but excluding the termination date of such Letter of Credit computed at the per annum rate for each day equal to the Applicable LIBOR Margin for Revolving Credit Loans on the average daily Stated Amount of such Letter of Credit. Such Letter of Credit Fees shall be due and payable quarterly in arrears on the last day of each March, June, September and December and on the date upon which the Total Revolving Credit Commitment terminates and the Letters of Credit Outstanding shall have been reduced to zero.

          (c) The Borrowers agree to pay to the Asian Administrative Agent in U.S. Dollars for the account of the Letter of Credit Issuer a fee in respect of each Letter of Credit issued by it (the “Fronting Fee”), for the period from and including the date of issuance of such Letter of Credit to but excluding the termination date of such Letter of Credit, computed at the rate for each day equal to 0.250% per annum on the average daily Stated Amount of such Letter of Credit. Such Fronting Fees shall be due and payable quarterly in arrears on the last day of each March, June, September and December and on the date upon which the Total Revolving Credit Commitment terminates and the Letters of Credit Outstanding shall have been reduced to zero.

          (d) The Borrowers agree to pay directly to the Letter of Credit Issuer in U.S. Dollars upon each issuance of, drawing under, and/or amendment of, a Letter of Credit issued by it such amount as the Letter of Credit Issuer and the Borrowers shall have agreed upon for issuances of, drawings under or amendments of, letters of credit issued by it.

          4.2 Voluntary Reduction of Revolving Credit Commitments. Upon at least one Business Day’s prior written notice (or telephonic notice promptly confirmed in writing) to the Asian Administrative Agent at its Administrative Agent’s Office (which notice the Asian Administrative Agent shall promptly transmit to each of the applicable Lenders), the Company shall have the right, without premium or penalty, on any day, permanently to terminate or reduce any of the U.S. Dollar Revolving Credit Commitments, the Multi-Currency Revolving Credit Commitments or the Malaysian Revolving Credit Commitments in whole or in part, provided that (i) any such reduction shall apply proportionately and permanently to reduce such Revolving Credit Commitment of each of the Lenders under such Commitment, (ii) any partial reduction pursuant to this Section 4.2 shall be in the amount of at least $5,000,000 and (iii) after giving effect to such termination or reduction and to any prepayments of the Loans made on the date thereof in accordance with this Agreement, the aggregate amount of the U.S. Dollar Lenders’ U.S. Dollar Revolving Credit Exposures at such time shall not exceed the Total U.S. Dollar Revolving Credit Commitment then in effect, the Multi-Currency Lenders’ Multi-Currency Revolving Credit Exposures at such time shall not exceed the Multi-Currency Revolving Credit Commitment then in effect and the Malaysian Lenders’ Malaysian Revolving Credit Exposures at such time shall not exceed the Total Malaysian Revolving Credit Commitment then in effect.

          4.3 Mandatory Termination of Commitments. (a) (x) The Tranche B-1 Term Loan Commitments shall terminate at 5:00 p.m. (New York City time) on the

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Closing Date and (y) the Tranche B-2 Term Loan Commitments shall terminate at 5:00 p.m. (Hong Kong time) on the Tranche B-2 Term Loan Commitment Termination Date.

          (b) The Total Revolving Credit Commitment shall terminate at 5:00 p.m. (Hong Kong time) on the Revolving Credit Maturity Date.

          (c) The Swingline Commitments shall terminate at 5:00 p.m. (Hong Kong time) on the Swingline Maturity Date.

          (d) The New Tranche B Term Loan Commitment for any Series shall terminate at 5:00 p.m. (Hong Kong time) on the Increased Amount Date for such Series.

          (e) If any prepayment of Term Loans would otherwise be required pursuant to Section 5.2(a) but cannot be made because there are no Term Loans outstanding, or because the amount of the required prepayment exceeds the outstanding amount of Term Loans, then, on the date that such prepayment is required, the Revolving Credit Commitments shall be permanently reduced pro rata by an aggregate amount equal to the amount of the required prepayment, or the excess of such amount over the outstanding amount of Tranche B Term Loans, as the case may be, and the Borrowers shall comply with Section 5.2(b) after giving effect to such reduction.

          SECTION 5. Payments.

          5.1 Voluntary Prepayments. The Borrowers shall have the right to prepay Term Loans, Revolving Credit Loans and Swingline Loans, in each case, without premium or penalty, in whole or in part from time to time on the following terms and conditions: (a) the applicable Borrower shall give the applicable Administrative Agent and at such Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and the specific Borrowing(s) pursuant to which made, which notice shall be given by such Borrower no later than (i) in the case of Term Loans or Revolving Credit Loans, 10:00 a.m. (Local Time) one Business Day prior to, or (ii) in the case of Swingline Loans, 10:00 a.m. (Hong Kong time) on, the date of such prepayment and shall promptly be transmitted by such applicable Administrative Agent to each of the applicable Lenders or the applicable Swingline Lender, as the case may be; (b) each partial prepayment of any Borrowing of Term Loans or Revolving Credit Loans shall be in a multiple of the U.S. Dollar Equivalent of $100,000 and in an aggregate principal amount of at least the U.S. Dollar Equivalent of $1,000,000 and each partial prepayment of Swingline Loans shall be in a multiple of the U.S. Dollar Equivalent of $10,000 and in an aggregate principal amount of at least the U.S. Dollar Equivalent of $100,000, provided that no partial prepayment of LIBOR Term Loans, LIBOR Revolving Credit Loans, SOR Loans or RM Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Term Loans, LIBOR Revolving Credit Loans, SOR Loans or RM Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Term Loans or LIBOR Revolving Credit Loans and (c) any prepayment of LIBOR Term Loans or LIBOR Revolving Credit Loans pursuant to this

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Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by the applicable Borrower with the applicable provisions of Section 2.11. Each prepayment in respect of any tranche of Term Loans pursuant to this Section 5.1 shall be (a) applied to Term Loans in such manner as the Company may determine and (b) applied to reduce Tranche B-1 Repayment Amount, the Tranche B-2 Repayment Amount and/or any New Tranche B Repayment Amount, as the case may be, in such order as the Company may determine. At the applicable Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan of a Defaulting Lender.

          5.2 Mandatory Prepayments.

          (a) Term Loan Prepayments.

               (i) On each occasion that a Prepayment Event occurs, the Company shall, within one Business Day after the occurrence of a Debt Incurrence Prepayment Event and within five Business Days after the occurrence of any other Prepayment Event, prepay, in accordance with paragraph (c) below, the principal amount of Term Loans in an amount equal to 100% of the Net Cash Proceeds from such Prepayment Event, provided that, at the option of the Company, the Net Cash Proceeds from any transaction permitted by Section 10.4(e) may be applied to repay Revolving Credit Loans, which repayment shall automatically result in the reduction of the Revolving Credit Commitment of each Lender by an amount equal to the amount of the Revolving Credit Loans prepaid to such Lender.

               (ii) Not later than the date that is ninety days after the last day of any fiscal year (commencing with and including the fiscal year ending October 31, 2006), the Company shall prepay, in accordance with clause (c) below, the principal of Term Loans in an amount equal to (x) 50% of Excess Cash Flow for such fiscal year (provided such percentage shall be reduced to 25% if the Consolidated Total Senior Secured Debt to Adjusted EBITDA Ratio as of the end of such fiscal year is less than 1.50 to 1.00, and, provided further, that such percentage shall be reduced to 0% if the Consolidated Total Senior Secured Debt to Adjusted EBITDA Ratio as of the end of such fiscal year is less than 1.00 to 1.00), minus (y) the principal amount of Term Loans voluntarily prepaid pursuant to Section 5.1 during such fiscal year.

               (iii) Within five Business Day after the consummation of the Storage Sale, prepay pro rata the principal amount of the Tranche B-1 Term Loans in an amount equal to 100% of the Storage Sale Net Cash Proceeds.

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          (b) Repayment of Revolving Credit Loans.

               (i) If on any date the aggregate amount of the U.S. Dollar Lenders’ U.S. Dollar Revolving Credit Exposures (all the foregoing, collectively, the “Aggregate U.S. Dollar Revolving Credit Outstanding”) exceeds 100% of the Total U.S. Dollar Revolving Credit Commitment as then in effect, the U.S. Dollar Borrowers shall forthwith repay on such date the principal amount of U.S. Dollar Revolving Credit Loans in an amount equal to such excess. If, after giving effect to the prepayment of all outstanding U.S. Dollar Revolving Credit Loans, the Aggregate U.S. Dollar Revolving Credit Outstanding exceeds the Total U.S. Dollar Revolving Credit Commitment then in effect, the U.S. Dollar Borrowers shall pay to the Asian Administrative Agent an amount in cash equal to such excess and such Administrative Agent shall instruct the Collateral Agent to hold such payment for the benefit of the U.S. Dollar Lenders as security for the obligations of the U.S. Dollar Borrowers hereunder (including obligations in respect of Letters of Credit Outstanding) pursuant to a cash collateral agreement to be entered into in form and substance satisfactory to the Administrative Agents (which shall permit certain Investments in Permitted Investments satisfactory to the Administrative Agents, until the proceeds are applied to the secured obligations);

               (ii) If on any date the aggregate amount of the Multi-Currency Lenders’ Multi-Currency Revolving Credit Exposures (all the foregoing, collectively, the “Aggregate Multi-Currency Revolving Credit Outstanding”) exceeds 100% of the Total Multi-Currency Revolving Credit Commitment as then in effect, the Multi-Currency Borrowers shall forthwith repay on such date the principal amount of Multi-Currency Swingline Loans and, after all Multi-Currency Swingline Loans have been paid in full, Multi-Currency Revolving Credit Loans in an amount equal to such excess. If, after giving effect to the prepayment of all outstanding Multi-Currency Swingline Loans and Multi-Currency Revolving Credit Loans, the Aggregate Multi-Currency Revolving Credit Outstanding exceeds the Total Multi-Currency Revolving Credit Commitment then in effect, the Multi-Currency Borrowers shall pay to the Asian Administrative Agent an amount in cash equal to such excess and such Administrative Agent shall instruct the Collateral Agent to hold such payment for the benefit of the Multi-Currency Lenders as security for the obligations of the Multi-Currency Borrowers hereunder pursuant to a cash collateral agreement to be entered into in form and substance satisfactory to the Administrative Agents (which shall permit certain Investments in Permitted Investments satisfactory to the Administrative Agents, until the proceeds are applied to the secured obligations); and

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               (iii) If on any date the aggregate amount of the Malaysian Lenders’ Malaysian Revolving Credit Exposures (all the foregoing, collectively, the “Aggregate Malaysian Revolving Credit Outstanding”) exceeds 100% of the Total Malaysian Revolving Credit Commitment as then in effect, the Malaysian Borrower shall forthwith repay on such date the principal amount of Malaysian Swingline Loans and, after all Malaysian Swingline Loans have been paid in full, Malaysian Revolving Credit Loans or New Malaysian U.S. Dollar Revolving Credit Loans, as applicable, in an amount equal to such excess. If, after giving effect to the prepayment of all outstanding Malaysian Swingline Loans and Malaysian Revolving Credit Loans or New Malaysian U.S. Dollar Revolving Credit Loans, as applicable, the Aggregate Malaysian Revolving Credit Outstanding exceeds the Total Malaysian Revolving Credit Commitment then in effect, the Malaysian Borrower shall pay to the Asian Administrative Agent an amount in cash equal to such excess and the such Administrative Agent shall instruct the Collateral Agent to hold such payment for the benefit of the Malaysian Lenders as security for the obligations of the Malaysian Borrower hereunder pursuant to a cash collateral agreement to be entered into in form and substance satisfactory to the Administrative Agents (which shall permit certain Investments in Permitted Investments satisfactory to the Administrative Agents, until the proceeds are applied to the secured obligations);

provided that, (A) in each of clauses (i), (ii) and (iii) above to the extent such excess results solely by reason of a change in exchange rates, the applicable Borrowers shall only be required to make such prepayment on the last day of the then current fiscal quarter, unless the amount of such excess causes the Aggregate U.S. Dollar Revolving Credit Outstanding, Aggregate Multi-Currency Revolving Credit Outstanding or Aggregate Malaysian Revolving Credit Outstanding to exceed the U.S. Dollar Revolving Credit Exposures, Multi-Currency Revolving Credit Exposures or Malaysian Revolving Credit Exposures, as applicable, by more than 110% and (B) no prepayment of Revolving Credit Loans pursuant to this Section 5.2(b) shall be applied to the Revolving Credit Loans of any Defaulting Lender.

          (c) Application to Repayment Amounts. Each prepayment of Term Loans required by Section 5.2(a)(i) or (ii) shall be initially allocated pro rata among the Tranche B Term Loans and shall be applied to reduce the applicable Repayment Amounts in such order as the Company may determine up to an amount equal to the aggregate amount of the applicable Repayment Amounts required to be made by the Company pursuant to Section 2.5(b) during the two year period immediately following the date of the prepayment (such amount being, the “Amortization Amount”), provided that to the extent that the amount of the prepayment exceeds the Amortization Amount, such excess shall be applied ratably to reduce the then remaining Repayment Amounts under such Credit Facility. With respect to each such prepayment, the Company will, not later than the date specified in Section 5.2(a) for making such prepayment, give the applicable

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Administrative Agent telephonic notice (promptly confirmed in writing) requesting such Administrative Agent to provide notice of such prepayment to each Tranche B-1 Term Loan Lender or Tranche B-2 Term Loan Lender, as applicable.

          (d) Application to Term Loans. With respect to each prepayment of Tranche B-1 Term Loans required by Section 5.2(a), the Company may designate the Types of Loans that are to be prepaid and the specific Borrowing(s) pursuant to which made, provided that if LIBOR Term Loans made pursuant to a single Borrowing shall be reduced to an amount less than the Minimum Borrowing Amount for LIBOR Loans, the outstanding Tranche B-1 Term Loans made pursuant to such Borrowing shall immediately be converted into ABR Loans. In the absence of a designation by the Company as described in the preceding sentence, the Tranche B-1 Term Loan Administrative Agent shall, subject to the above, make such designation in its reasonable discretion with a view, but no obligation, to minimize breakage costs owing under Section 2.11.

          (e) Application to Revolving Credit Loans. Each prepayment of Revolving Credit Loans elected by the Company pursuant to Section 5.2(a) or if required pursuant to Section 5.2(b) shall be applied as follows: first, at the option of the Asian Administrative Agent in its reasonable discretion, to repay the outstanding principal balance of the Swingline Loans, on a pro rata basis between the Multi-Currency Swingline Loans and the Malaysian Swingline Loans, until all Swingline Loan shall have been repaid in full; second, to repay the outstanding principal balance of the Revolving Credit Loans, on a pro rata basis between the U.S. Dollar Revolving Credit Loans, the Multi-Currency Revolving Credit Loans and the Malaysian Revolving Credit Loans or New Malaysian U.S. Dollar Revolving Credit Loans, as applicable, until all Revolving Credit Loans shall have been paid in full; and third, to provide cash collateral for the Letter of Credit Exposure, in an amount equal to 105% of the Letter of Credit Exposure at such time, pursuant to a cash collateral agreement to be entered into in form and substance reasonably satisfactory to the Administrative Agents (which shall permit certain Investments in Permitted Investments satisfactory to the Administrative Agents, until the proceeds are applied to the Obligations), until all such Letter of Credit Obligations have been fully cash collateralized in the manner set forth therein; provided that no prepayment of Revolving Credit Loans pursuant to Section 5.2(a) shall be applied to the Revolving Credit Loans of any Defaulting Lender.

          (f) Interest Periods. In lieu of making any payment pursuant to this Section 5.2 in respect of any LIBOR Loan, any SOR Loan or any RM Loan other than on the last day of the Interest Period therefor so long as no Default or Event of Default shall have occurred and be continuing, any Borrower at its option may deposit with the Asian Administrative Agent an amount equal to the amount of the LIBOR Loan SOR Loan or RM Loan to be prepaid and such LIBOR Loan, SOR Loan or RM Loan shall be repaid on the last day of the Interest Period therefor in the required amount. Such deposit shall be held by the Asian Administrative Agent in a corporate time deposit account established on terms reasonably satisfactory to such Administrative Agent, earning interest at the then-customary rate for accounts of such type. Such deposit shall constitute cash

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collateral for the Obligations, provided that such Borrower may at any time direct that such deposit be applied to make the applicable payment required pursuant to this Section 5.2.

          (g) Minimum Amount. No prepayment shall be required pursuant to Section 5.2(a)(i) unless and until the amount at any time of Net Cash Proceeds from Prepayment Events required to be applied at or prior to such time pursuant to such Section and not yet applied at or prior to such time to prepay Term Loans pursuant to such Section exceeds (i) $10,000,000 for a single Prepayment Event or (ii) $25,000,000 in the aggregate for all such Prepayment Events.

          (h) Foreign Asset Sales. Notwithstanding any other provisions of this Section 5.2, (i) to the extent that any of or all the Net Cash Proceeds of any asset sale by Holdings, the Company or a Restricted Subsidiary giving rise to an Asset Sale Prepayment Event (a “Foreign Asset Sale”) or Excess Cash Flow are prohibited or delayed by applicable local law from being repatriated to the United States, Singapore, Malaysia or Luxembourg, the portion of such Net Cash Proceeds or Excess Cash Flow so affected will not be required to be applied to repay Term Loans at the times provided in this Section 5.2 but may be retained by Holdings, the Company or the applicable Restricted Subsidiary so long, but only so long, as the applicable local law will not permit repatriation to the United States or Singapore (the Company hereby agreeing to cause the applicable Restricted Subsidiary to promptly take all actions required by the applicable local law to permit such repatriation), and once such repatriation of any of such affected Net Cash Proceeds or Excess Cash Flow is permitted under the applicable local law, such repatriation will be immediately effected and such repatriated Net Cash Proceeds or Excess Cash Flow will be promptly (and in any event not later than two Business Days after such repatriation) applied (net of additional taxes payable or reserved against as a result thereof) to the repayment of the Term Loans pursuant to this Section 5.2 and (ii) to the extent that the Company has determined in good faith that repatriation of any of or all the Net Cash Proceeds of any Foreign Asset Sale or Excess Cash Flow would have a material adverse tax cost consequence with respect to such Net Cash Proceeds or Excess Cash Flow, the Net Cash Proceeds or Excess Cash Flow so affected may be retained by Holdings, the Company or the applicable Restricted Subsidiary, provided that, in the case of this clause (ii), on or before the date on which any Net Cash Proceeds so retained would otherwise have been required to be applied to reinvestments or prepayments pursuant to Section 5.2(a) (or such Excess Cash Flow would have been so required if it were Net Cash Proceeds), (x) the Borrowers apply an amount equal to such Net Cash Proceeds or Excess Cash Flow to such reinvestments or prepayments as if such Net Cash Proceeds or Excess Cash Flow had been received by the Borrowers rather than Holdings, the Company or such Restricted Subsidiary, less the amount of additional taxes that would have been payable or reserved against if such Net Cash Proceeds or Excess Cash Flow had been repatriated (or, if less, the Net Cash Proceeds or Excess Cash Flow that would be calculated if received by such Restricted Subsidiary) or (y) such Net Cash Proceeds or Excess Cash Flow are applied to the repayment of Indebtedness of a Restricted Subsidiary.

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          5.3 Method and Place of Payment. (a) Except as otherwise specifically provided herein, all payments under this Agreement shall be made by the Borrowers, without set-off, counterclaim or deduction of any kind, to the applicable Administrative Agent for the ratable account of the Lenders entitled thereto, the Letter of Credit Issuer or the Swingline Lender entitled thereto, as the case may be, not later than 12:00 Noon (Local Time) on the date when due and shall be made in immediately available funds at the applicable Administrative Agent’s Office or at such other office as the applicable Administrative Agent shall specify for such purpose by notice to the Company, it being understood that written or facsimile notice by the Borrowers to the such Administrative Agent to make a payment from the funds in any Borrower’s account at such Administrative Agent’s Office shall constitute the making of such payment to the extent of such funds held in such account. All repayments or prepayments of Loans (whether of principal, interest or otherwise) hereunder shall be made in the currency such Loans are denominated and all other payments under each Credit Document shall be made in U.S. Dollars. The applicable Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually received by such Administrative Agent prior to 2:00 p.m. (Local Time) on such day) like funds relating to the payment of principal or interest or Fees ratably to the Lenders entitled thereto.

          (b) Any payments under this Agreement that are made later than 2:00 p.m. (Local Time) shall be deemed to have been made on the next succeeding Business Day. Whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest shall be payable during such extension at the applicable rate in effect immediately prior to such extension.

          5.4 Net Payments. (a) Any and all payments made by or on behalf of any Borrower or any Guarantor under this Agreement or any other Credit Document shall be made free and clear of, and without deduction or withholding for or on account of, any Indemnified Taxes; provided that if any Borrower or any Guarantor shall be required by law to deduct or withhold any Indemnified Taxes from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions and withholdings (including deductions or withholdings applicable to additional sums payable under this Section 5.4) any Administrative Agent, the Collateral Agent or any Lender, as the case may be, receives an amount equal to the sum it would have received had no such deductions or withholdings been made, (ii) the Borrowers or any Guarantor shall make such deductions or withholdings and (iii) any Borrower or any Guarantor shall pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law. Whenever any Indemnified Taxes are payable by any Borrower, as promptly as possible thereafter, such Borrower shall send to the applicable Administrative Agent for its own account or for the account of such Lender, as the case may be, a certified copy of an original official receipt (or other evidence acceptable to such Lender, acting reasonably) received by such Borrower showing payment thereof.

          (b) The Borrowers shall pay and shall indemnify and hold harmless each Administrative Agent, the Collateral Agent and each Lender (whether or not such

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Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority) with regard to any Other Taxes.

          (c) The Borrowers shall indemnify and hold harmless each Administrative Agent, the Collateral Agent and each Lender within 15 Business Days after written demand therefor, for the full amount of any Indemnified Taxes imposed on such Administrative Agent, the Collateral Agent or such Lender as the case may be, on or with respect to any payment by or on account of any obligation of any Borrower or any Guarantor hereunder or under any other Credit Document (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 5.4) and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Company by a Lender or by an Administrative Agent or the Collateral Agent on its own behalf or on behalf of a Lender shall be conclusive absent manifest error.

          (d) Each Non-U.S. Lender shall to the extent it is legally entitled to do so:

               (i) deliver to the Company and the applicable Administrative Agent two copies of either (x) in the case of a Non-U.S. Lender claiming exemption from U.S. federal withholding tax under Section 871(h) or 881(c) of the Code with respect to payments of “portfolio interest”, United States Internal Revenue Service Form W-8BEN (together with a certificate representing that such Non-U.S. Lender is not a bank for purposes of Section 881(c) of the Code, is not a 10-percent shareholder (within the meaning of Section 871(h)(3)(B) of the Code) of any Borrower and is not a controlled foreign corporation related to any Borrower (within the meaning of Section 864(d)(4) of the Code)), or (y) Internal Revenue Service Form W-8BEN or Form W-8ECI, in each case properly completed and duly executed by such Non-U.S. Lender claiming complete exemption from, or reduced rate of, U.S. Federal withholding tax on payments by any Borrower under this Agreement; and

               (ii) deliver to the Company and the applicable Administrative Agent two further copies of any such form or certification (or any applicable successor form) on or before the date that any such form or certification expires or becomes obsolete and after the occurrence of any event requiring a change in the most recent form previously delivered by it to the Company;

unless in any such case any Change in Law has occurred prior to the date on which any such delivery would otherwise be required that renders any such form inapplicable or would prevent such Lender from duly completing and delivering any such form with respect to it and such Lender so advises the Company and the applicable Administrative

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Agent. Each Person that shall become a Participant pursuant to Section 13.6 or a Lender pursuant to Section 13.6 shall, upon the effectiveness of the related transfer, be required to provide all the forms and statements required pursuant to this Section 5.4(d), provided that in the case of a Participant such Participant shall furnish all such required forms and statements to the Lender from which the related participation shall have been purchased.

          (e) If any Borrower determines in good faith that a reasonable basis exists for contesting any taxes for which indemnification has been demanded hereunder, the relevant Lender, the applicable Administrative Agent or the Collateral Agent, as applicable, shall cooperate with such Borrower in challenging such taxes at such Borrower’s expense if so requested by such Borrower. If any Lender, any Administrative Agent or the Collateral Agent, as applicable, receives a refund of a tax for which a payment has been made by any Borrower pursuant to this Agreement, which refund in the good faith judgment of such Lender, such Administrative Agent or the Collateral Agent, as the case may be, is attributable to such payment made by such Borrower, then the Lender, the Administrative Agent or the Collateral Agent, as the case may be, shall reimburse such Borrower for such amount (together with any interest received thereon) as the Lender or the Administrative Agent, as the case may be, determines to be the proportion of the refund as will leave it, after such reimbursement, in no better or worse position (taking into account expenses or any taxes imposed on the refund) than it would have been in if the payment had not been required. A Lender, an Administrative Agent or the Collateral Agent shall claim any refund that it determines is available to it, unless it concludes in its reasonable discretion that it would be adversely affected by making such a claim. Neither such Lender nor such Administrative Agent nor the Collateral Agent shall be obliged to disclose any information regarding its tax affairs or computations to any Credit Party in connection with this clause (e) or any other provision of this Section 5.4.

          (f) The agreements in this Section 5.4 shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

          5.5 Computations of Interest and Fees. (a) Interest on LIBOR Loans, SOR Loans, RM Loans and, except as provided in the next succeeding sentence, ABR Loans shall be calculated on the basis of a 360-day year for the actual days elapsed. Interest on ABR Loans in respect of which the rate of interest is calculated on the basis of the Prime Rate and interest on overdue interest shall be calculated on the basis of a 365- (or 366-, as the case may be) day year for the actual days elapsed.

          (b) Fees and Letters of Credit Outstanding shall be calculated on the basis of a 365- (or 366-, as the case may be) day year for the actual days elapsed.

          5.6 Limit on Rate of Interest.

          (a) No Payment shall exceed Lawful Rate. Notwithstanding any other term of this Agreement, no Borrower shall be obliged to pay any interest or other

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amounts under or in connection with this Agreement in excess of the amount or rate permitted under or consistent with any applicable law, rule or regulation.

          (b) Payment at Highest Lawful Rate. If any Borrower is not obliged to make a payment which it would otherwise be required to make, as a result of Section 5.6(a), such Borrower shall make such payment to the maximum extent permitted by or consistent with applicable laws, rules and regulations.

          (c) Adjustment if any Payment exceeds Lawful Rate. If any provision of this Agreement or any of the other Credit Documents would obligate any Borrower to make any payment of interest or other amount payable to any Lender in an amount or calculated at a rate which would be prohibited by any applicable law, rule or regulation, then notwithstanding such provision, such amount or rate shall be deemed to have been adjusted with retroactive effect to the maximum amount or rate of interest, as the case may be, as would not be so prohibited by law, such adjustment to be effected, to the extent necessary, by reducing the amount or rate of interest required to be paid by such Borrower to the affected Lender under Section 2.8.

          Notwithstanding the foregoing, and after giving effect to all adjustments contemplated thereby, if any Lender shall have received from any Borrower an amount in excess of the maximum permitted by any applicable law, rule or regulation, then such Borrower shall be entitled, by notice in writing to the applicable Administrative Agent to obtain reimbursement from that Lender in an amount equal to such excess, and pending such reimbursement, such amount shall be deemed to be an amount payable by that Lender to such Borrower.

          SECTION 6. Conditions Precedent to Initial Borrowing.

          The initial Borrowing under this Agreement is subject to the satisfaction of the following conditions precedent, except as otherwise agreed between the Company and the Agents.

          6.1 Credit Documents. The Administrative Agents shall have received:

          (a) this Agreement, executed and delivered by a duly authorized officer of Holdings, each Borrower and each Lender;

          (b) the Guarantee, executed and delivered by a duly authorized officer of each Guarantor;

          (c) the Pledge Agreements listed on Schedule 6.1, executed and delivered by a duly authorized officer of each pledgor party thereto;

          (d) the Security Agreements listed on Schedule 6.1, executed and delivered by a duly authorized officer of each grantor party thereto; and

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          (e) a Mortgage in respect of each Mortgaged Property to be Mortgaged on the Closing Date, executed and delivered by a duly authorized officer of each mortgagor party thereto.

          6.2 Collateral. (a) All outstanding equity interests in whatever form of the Company and each Restricted Subsidiary (except those to be pledged pursuant to Section 9.14(c)) directly owned by or on behalf of any Credit Party shall have been pledged pursuant to a Pledge Agreement and the Collateral Agent shall have received all certificates representing securities pledged under a Pledge Agreement to the extent certificated, accompanied by instruments of transfer and undated stock powers endorsed in blank (except those to be delivered pursuant to Section 9.14(c)).

          (b) All Indebtedness for borrowed money in excess of $5,000,000 of Holdings, the Company and each Subsidiary that is owing to any Credit Party shall be evidenced by one or more global promissory notes and shall have been pledged pursuant to a Pledge Agreement, and the Collateral Agent shall have received all such promissory notes, together with instruments of transfer with respect thereto endorsed in blank.

          (c) All documents and instruments, including Uniform Commercial Code or other applicable personal property and fixture security financing statements, required by law or reasonably requested by the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by the Security Agreement and perfect such Liens to the extent required by, and with the priority required by, the Security Agreement and each Mortgage, as applicable, shall have been filed, registered or recorded or delivered to the Collateral Agent for filing, registration or recording.

          (d) The Collateral Agent shall have received, in respect of each Mortgaged Property owned by Holdings, the Company or a Subsidiary Guarantor: a policy or policies of title insurance issued by a nationally recognized title insurance company insuring the Lien of each Mortgage as a valid first Lien on the Mortgaged Property described therein, free of any Liens except as expressly permitted by Section 10.2, together with such endorsements, coinsurance and reinsurance as the Collateral Agent may reasonably request.

          (e) The Company shall deliver to the Collateral Agent a completed Perfection Certificate, executed and delivered by an Authorized Officer of the Company, together with all attachments contemplated thereby.

          6.3 Legal Opinions. The Administrative Agents shall have received the executed legal opinions of (a) Simpson Thacher & Bartlett LLP, special New York counsel to the Borrowers, substantially in the form of Exhibit I-1, and (b) Singaporean and other local counsel to the Borrowers in certain jurisdictions as may be reasonably requested by the Administrative Agents, substantially in the form of Exhibit I-2. The Borrowers, the other Credit Parties and the Administrative Agents hereby instruct such counsel to deliver such legal opinions.

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          6.4 No Default. After giving effect to the Borrowings on the Closing Date and the other transactions contemplated hereby, no Default or Event of Default has occurred and is continuing.

          6.5 Senior Notes. The Borrowers shall have received gross proceeds of up to $1,000,000,000 (or such lesser amount sufficient, together with the Equity Investments and the proceeds generated hereunder, to consummate the Transactions) from the issuance of Senior Notes under the Senior Notes Indenture in a Rule 144A or other private placement (the terms and conditions of the Senior Notes (including, but not limited to, subordination, maturity, covenants, events of default, remedies, redemption and prepayment events) shall be reasonably satisfactory to the Agents).

          6.6 Equity Investments. Equity Investments in an amount equal to not less than the Equity Investments Minimum Amount shall have been made.

          6.7 Closing Certificates. The Administrative Agents shall have received a certificate of each Credit Party, dated the Closing Date, substantially in the form of Exhibit J, with appropriate insertions, executed by the President or any Vice President and the Secretary or any Assistant Secretary of such Credit Party, and attaching the documents referred to in Sections 6.8 and 6.9.

          6.8 Corporate Proceedings of Each Credit Party. The Administrative Agents shall have received a copy of the resolutions, in form and substance satisfactory to the Administrative Agents, of the board of directors of each Credit Party (or a duly authorized committee thereof) authorizing (a) the execution, delivery and performance of the Credit Documents (and any agreements relating thereto) to which it is a party and (b) in the case of each Borrower, the extensions of credit contemplated hereunder.

          6.9 Corporate Documents. The Administrative Agents shall have received true and complete copies of the certificate of incorporation and by-laws (or equivalent organizational documents) of each Credit Party.

          6.10 Fees. The Lenders shall have received the fees in the amounts previously agreed in writing by the Agents and such Lenders to be received on the Closing Date and all expenses (including the reasonable fees, disbursements and other charges of counsel) for which invoices have been presented on or prior to the Closing Date shall have been paid.

          6.11 Representations and Warranties. On the Closing Date, the representations and warranties made by the Credit Parties in Section 8.1, Section 8.2, Section 8.3, Section 8.5 and Section 8.7, as they relate to the Credit Parties at such time, shall be true and correct in all material respects.

          6.12 Related Agreements. The Administrative Agents shall have received a fully executed or conformed copy of the Acquisition Agreement which shall be in full force and effect.

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          6.13 Solvency Certificate. On the Closing Date, the Administrative Agents shall have received a certificate from Authorized Officer of the Company in form, scope and substance satisfactory to the Administrative Agents, with appropriate attachments and demonstrating that after giving effect to the consummation of the Transactions, the Company on a consolidated basis with its Subsidiaries is Solvent.

          6.14 Financial Statements. Lenders shall have received not later than 20 days prior to the Closing Date from the Company the Historical Financial Statements.

          6.15 Acquisition. Concurrently with the initial Credit Event made hereunder, the Acquisition shall have been consummated in accordance with the Acquisition Agreement and all other material documentation related thereto, including the Master Separation Agreement and the Intellectual Property License Agreement.

          6.16 Insurance. Certificates of insurance evidencing the existence of all insurance required to be maintained by Holdings and the Borrowers pursuant to Section 9.3 and, if applicable, the designation of the Collateral Agent as an additional insured and loss payee as its interest may appear thereunder, or solely as the additional insured, as the case may be, thereunder, such certificates to be in such form and contain such information as is specified in Section 9.3 (provided that if such endorsement as additional insured cannot be delivered by the Closing Date, the Collateral Agent may consent to such endorsement being delivered at such later date as it deems appropriate in the circumstances).

          6.17 Consolidated Total Debt to Adjusted EBITDA. (a) The Consolidated Total Debt to Adjusted EBITDA Ratio for the Test Period ending on July 31, 2005, determined on a pro forma basis after giving effect to the Transactions, is not greater than 5.50:1.00 and (b) the Lead Arrangers shall have received a certificate of an Authorized Officer of the Company, which certificate shall set forth the calculations required to establish such Consolidated Total Debt to Adjusted EBITDA Ratio and supporting schedules and other data used in such calculations, each in form and substance reasonably satisfactory to the Agents.

          6.18 Pro Forma Financial Statements; Projections. The Agents shall have received (a) a pro forma consolidated balance sheet of the Company as of the Closing Date, after giving effect to the Transactions, together with a certificate of an Authorized Officer of the Company to the effect that such statements accurately present the pro forma financial position of the Company and its subsidiaries in accordance with GAAP and (b) detailed projections for the Company and its Subsidiaries for (i) the period ending on October 31, 2006, prepared on a quarterly basis and (ii) the period ending on October 31, 2012, prepared on an annual basis.

          SECTION 7. Conditions Precedent to All Credit Events and Tranche B-2 Term Loan Borrowing.

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          The agreement of each Lender to make any Loan requested to be made by it on any date (excluding Mandatory Borrowings) and the obligation of the Letter of Credit Issuer to issue Letters of Credit on any date is subject to the satisfaction of the following conditions precedent:

          7.1 No Default; Representations and Warranties. At the time of each Credit Event and also after giving effect thereto (other than any Credit Event on the Closing Date) (a) no Default or Event of Default shall have occurred and be continuing and (b) all representations and warranties made by any Credit Party contained herein or in the other Credit Documents shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date of such Credit Event (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date).

          7.2 Notice of Borrowing; Letter of Credit Request.

          (a) Prior to the making of each Term Loan, the applicable Administrative Agent shall have received a Notice of Borrowing (whether in writing or by telephone) meeting the requirements of Section 2.3.

          (b) Prior to the making of each Revolving Credit Loan (other than any Revolving Credit Loan made pursuant to Section 3.4(a)) and each Swingline Loan, the Asian Administrative Agent shall have received a Notice of Borrowing (whether in writing or by telephone) meeting the requirements of Section 2.3.

          (c) Prior to the issuance of each Letter of Credit, the Asian Administrative Agent and the Letter of Credit Issuer shall have received a Letter of Credit Request meeting the requirements of Section 3.2(a).

          (d) The acceptance of the benefits of each Credit Event shall constitute a representation and warranty by each Credit Party to each of the Lenders that all the applicable conditions specified above exist as of that time.

          7.3 Tranche B-2 Term Loan Borrowing. In additions to the conditions precedent set forth in Sections 7.1 and 7.2, the agreement of each Lender to make the Tranche B-2 Term Loan requested to be made by it is subject to the satisfaction of the following conditions precedent:

          (a) the Notice of Borrowing delivered to the Asian Administrative Agent with respect to the Borrowing of the Tranche B-2 Term Loans shall specify that the date of the Borrowing shall be a date after the Closing Date and not later than Tranche B-2 Term Loan Commitment Termination Date.

          (b) the Equity Investments minus the sum of (i) the aggregate principal amount of the Tranche B-2 Term Loans specified in the Notice of Borrowing delivered to the Asian Administrative Agent with respect to the Borrowing of the Tranche B-2 Term Loans, plus (ii) the aggregate amount of dividends or prepayments, repurchase or redemption actually made pursuant to Sections 10.6(e) and 10.7(a)(i) shall not be less than the Equity Investments Minimum Amount.

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          (c) the Borrowers shall have delivered the audited Section 9.1 Financials for the fiscal year ended October 31, 2005 pursuant to Section 9.1(a).

          (d) (i) the Consolidated Total Debt to Adjusted EBITDA Ratio for the Test Period ending on October 31, 2005, determined after giving pro forma effect to the Transactions and the Borrowing of the Tranche B-2 Term Loans, is less than or equal to 5.50:1.00 and (ii) the Asian Administrative Agent shall have received a certificate of an Authorized Officer of the Company, which certificate shall set forth the calculations supporting schedules and other data used in calculations required to establish such Total Debt to Adjusted EBITDA Ratio, each in form and substance reasonably satisfactory to the Asian Administrative Agent.

          7.4 Malaysian U.S. Dollar Loans. In addition to the conditions precedent set forth in Sections 7.1 and 7.2, the agreement of each Malaysian Lender to make any Malaysian U.S. Dollar Loans requested to be made by it is subject to the receipt by the Asian Administrative Agent of a copy, and the continuing effectiveness, of the consent of Bank Negara Malaysia to the making of Malaysian U.S. Dollar Loans pursuant to the Malaysian Revolving Credit Facility.

          SECTION 8. Representations, Warranties and Agreements.

          In order to induce the Lenders to enter into this Agreement, to make the Loans and issue or participate in Letters of Credit as provided for herein, each of Holdings and each Borrower makes the following representations and warranties to, and agreements with, the Lenders, all of which shall survive the execution and delivery of this Agreement and the making of the Loans and the issuance of the Letters of Credit:

          8.1 Corporate Status. Each of Holdings, each Borrower and each Material Subsidiary (a) is a duly organized and validly existing corporation or other entity in good standing under the laws of the jurisdiction of its organization and has the corporate or other organizational power and authority to own its property and assets and to transact the business in which it is engaged and (b) has duly qualified and is authorized to do business and is in good standing in all jurisdictions where it is required to be so qualified, except where the failure to be so qualified could not reasonably be expected to result in a Material Adverse Effect.

          8.2 Corporate Power and Authority. Each Credit Party has the corporate or other organizational power and authority to execute, deliver and carry out the terms and provisions of the Credit Documents to which it is a party and has taken all necessary corporate or other organizational action to authorize the execution, delivery and performance of the Credit Documents to which it is a party. Each Credit Party has

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duly executed and delivered each Credit Document to which it is a party and each such Credit Document constitutes the legal, valid and binding obligation of such Credit Party enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditors’ rights generally and subject to general principles of equity.

          8.3 No Violation. Neither the execution, delivery or performance by any Credit Party of the Credit Documents to which it is a party nor compliance with the terms and provisions thereof nor the consummation of the Acquisition and the other transactions contemplated hereby or thereby will (a) contravene any applicable provision of any material law, statute, rule, regulation, order, writ, injunction or decree of any court or governmental instrumentality, (b) result in any breach of any of the terms, covenants, conditions or provisions of, or constitute a default under, or result in the creation or imposition of (or the obligation to create or impose) any Lien upon any of the property or assets of such Credit Party or any of the Restricted Subsidiaries (other than Liens created under the Credit Documents) pursuant to, the terms of any material indenture (including the Senior Notes Indenture), loan agreement, lease agreement, mortgage, deed of trust, agreement or other material instrument to which such Credit Party or any of the Restricted Subsidiaries is a party or by which it or any of its property or assets is bound or (c) violate any provision of the certificate of incorporation, bylaws or other constitutional documents of such Credit Party or any of the Restricted Subsidiaries.

          8.4 Litigation. There are no actions, suits or proceedings (including Environmental Claims) pending or, to the knowledge of Holdings, or any Borrower, threatened with respect to Holdings or any of its Subsidiaries that could reasonably be expected to result in a Material Adverse Effect or a Material Adverse Change.

          8.5 Margin Regulations. Neither the making of any Loan hereunder nor the use of the proceeds thereof will violate the provisions of Regulation T, U or X of the Board.

          8.6 Governmental Approvals. The execution, delivery and performance of the Acquisition Agreement or any Credit Document does not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except for (i) such as have been obtained or made and are in full force and effect, (ii) filings and recordings in respect of the Liens created pursuant to the Security Documents, (iii) such licenses, approvals, authorizations or consents the failure to obtain or make could not reasonably be expected to have a Material Adverse Effect and (iv) the consent described in Section 7.4.

          8.7 Investment Company Act. None of Holdings or any Borrower is an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

          8.8 True and Complete Disclosure. (a) None of the factual information and data (taken as a whole) heretofore or contemporaneously furnished by or

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on behalf of Holdings or any Borrower, any of the Subsidiaries or any of their respective authorized representatives in writing to any Administrative Agent and/or any Lender on or before the Closing Date (including (i) the Confidential Information Memorandum and (ii) all information contained in the Credit Documents) for purposes of or in connection with this Agreement or any transaction contemplated herein contained any untrue statement or omitted to state any material fact necessary to make such information and data (taken as a whole) not misleading at such time in light of the circumstances under which such information or data was furnished, it being understood and agreed that for purposes of this Section 8.8(a), such factual information and data shall not include projections and pro forma financial information.

          (b) The projections and pro forma financial information contained in the information and data referred to in clause (a) above were based on good faith estimates and assumptions believed by such Persons to be reasonable at the time made, it being recognized by the Lenders that such projections as to future events are not to be viewed as facts and that actual results during the period or periods covered by any such projections may differ from the projected results.

          8.9 Financial Condition; Financial Statements. The (a) unaudited historical consolidated financial information of the Company as set forth in the Confidential Information Memorandum, and (b) Historical Financial Statements, in each case present or will, when provided, present fairly in all material respects the combined financial position of the Company and its Subsidiaries at the respective dates of said information, statements and results of operations for the respective periods covered thereby. The financial statements referred to in clause (b) of this Section 8.9 have been prepared in accordance with GAAP consistently applied except to the extent provided in the notes to said financial statements. After the Closing Date, there has been no Material Adverse Change since October 31, 2004.

          8.10 Tax Returns and Payments. Each Borrower and each of the Subsidiaries has filed all federal income tax returns and all other material tax returns, domestic and foreign, required to be filed by it and has paid all material Taxes payable by it that have become due, other than those (a) not yet delinquent or (b) contested in good faith as to which adequate reserves have been provided in accordance with GAAP and which could not reasonably be expected to result in a Material Adverse Effect. Each Borrower and each of the Subsidiaries have paid, or have provided adequate reserves (in the good faith judgment of the management of such Borrower) in accordance with GAAP for the payment of, all material federal, state, provincial and foreign income taxes applicable for all prior fiscal years and for the current fiscal year to the Closing Date.

          8.11 Compliance with ERISA. (a) Each Plan is in compliance with ERISA, the Code and any applicable Requirement of Law; no Reportable Event has occurred (or is reasonably likely to occur) with respect to any Plan; no Plan is insolvent or in reorganization (or is reasonably likely to be insolvent or in reorganization), and no written notice of any such insolvency or reorganization has been given to Holdings, any Borrower, any Subsidiary or any ERISA Affiliate; no Plan (other than a multiemployer

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plan) has an accumulated or waived funding deficiency (or is reasonably likely to have such a deficiency); none of Holdings, any Borrower, any Subsidiary or any ERISA Affiliate has incurred (or is reasonably likely expected to incur) any liability to or on account of a Plan pursuant to Section 409, 502(i), 502(1), 515, 4062, 4063, 4064, 4069, 4201 or 4204 of ERISA or Section 4971 or 4975 of the Code or has been notified in writing that it will incur any liability under any of the foregoing Sections with respect to any Plan; no proceedings have been instituted (or are reasonably likely to be instituted) to terminate or to reorganize any Plan or to appoint a trustee to administer any Plan, and no written notice of any such proceedings has been given to Holdings, any Borrower, any Subsidiary or any ERISA Affiliate; and no lien imposed under the Code or ERISA on the assets of Holdings, any Borrower or any Subsidiary or any ERISA Affiliate exists (or is reasonably likely to exist) nor has Holdings, any Borrower, any Subsidiary or any ERISA Affiliate been notified in writing that such a lien will be imposed on the assets of Holdings, any Borrower, any Subsidiary or any ERISA Affiliate on account of any Plan, except to the extent that a breach of any of the representations, warranties or agreements in this Section 8.11 would not result, individually or in the aggregate, in an amount of liability that would be reasonably likely to have a Material Adverse Effect or relates to any matter disclosed in the financial statements of the Borrowers contained in the Confidential Information Memorandum. No Plan (other than a multiemployer plan) has an Unfunded Current Liability that would, individually or when taken together with any other liabilities referenced in this Section 8.11, be reasonably likely to have a Material Adverse Effect. With respect to Plans that are multiemployer plans (as defined in Section 3(37) of ERISA), the representations and warranties in this Section 8.11(a), other than any made with respect to (i) liability under Section 4201 or 4204 of ERISA or (ii) liability for termination or reorganization of such Plans under ERISA, are made to the best knowledge of the Borrowers.

          (b) All Foreign Plans are in compliance with, and have been established, administered and operated in accordance with, the terms of such Foreign Plans and applicable law, except for any failure to so comply, establish, administer or operate the Foreign Plans as would not reasonably be expected to have a Material Adverse Effect. All contributions or other payments which are due with respect to each Foreign Plan have been made in full and there are no funding deficiencies thereunder, except to the extent any such events would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

          8.12 Subsidiaries. Schedule 8.12 lists each Subsidiary of Holdings (and the direct and indirect ownership interest of Holdings therein), in each case existing on the Closing Date. To the knowledge of the Company, after due inquiry, each Material Subsidiary as of the Closing Date has been so designated on Schedule 8.12.

          8.13 Intellectual Property, etc. The Company and each of the Restricted Subsidiaries have obtained all intellectual property free from burdensome restrictions, that are necessary for the operation of their respective businesses as currently conducted and as proposed to be conducted, except where the failure to obtain any such rights could not reasonably be expected to have a Material Adverse Effect.

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          8.14 Environmental Laws. (a) Except as could not reasonably be expected to have a Material Adverse Effect: (i) the Borrowers and each of the Subsidiaries and all Real Estate are in compliance with all Environmental Laws; (ii) neither the Borrowers, nor any of the Subsidiaries are subject to any Environmental Claim or any other liability under any Environmental Law; (iii) each Borrower and its Subsidiaries is not conducting any investigation, removal, remedial or other corrective action pursuant to any Environmental Law at any location; and (iv) no underground storage tank or related piping, or any impoundment or other disposal area containing Hazardous Materials is located at, on or under any Real Estate currently owned or leased by any Borrower or any of its Subsidiaries.

          (b) Neither the Borrowers, nor any of the Subsidiaries has treated, stored, transported, released or disposed or arranged for disposal or transport for disposal of Hazardous Materials at, on, under or from any currently or formerly owned or leased Real Estate or facility in a manner that could reasonably be expected to have a Material Adverse Effect.

          8.15 Properties. (a) The Borrowers and each of the Subsidiaries have good and marketable title to or leasehold interest in all properties that are necessary for the operation of their respective businesses as currently conducted and as proposed to be conducted, free and clear of all Liens (other than any Liens permitted by this Agreement) and except where the failure to have such good title could not reasonably be expected to have a Material Adverse Effect and (b) no Mortgage encumbers improved Real Estate that is located in an area that has been identified by the Secretary of Housing and Urban Development as an area having special flood hazards within the meaning of the National Flood Insurance Act of 1968 unless flood insurance available under such Act has been obtained in accordance with Section 9.3.

          8.16 Solvency. On the Closing Date (after giving effect to the Transactions), immediately following the making of each Loan and after giving effect to the application of the proceeds of such Loans, the Company on a consolidated basis with its Subsidiaries will be Solvent.

          8.17 Public Utility Holding Company Act. None of Holdings, the Company or any Subsidiary is a “holding company”, or a “subsidiary company” of a “holding company”, or an “affiliate” of a “holding company” or of a “subsidiary company” of a “holding company”, within the meaning of the Public Utility Holding Company Act of 1935, as amended.

          SECTION 9. Affirmative Covenants.

          Each of Holdings and each Borrower hereby covenants and agrees that on the Closing Date and thereafter, until the Commitments, the Swingline Commitment and each Letter of Credit have terminated and the Loans and Unpaid Drawings, together with interest, Fees and all other Obligations incurred hereunder, are paid in full:

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          9.1 Information Covenants. The Company will furnish to each Lender and the Administrative Agents:

          (a) Annual Financial Statements. As soon as available and in any event on or before the date on which such financial statements are required to be filed with the SEC or delivered to the holders of the Senior Notes (or, if such financial statements are not required to be filed with the SEC or delivered to the holders of the Senior Notes, on or before the date that is 120 days after the end of each such fiscal year), the consolidated balance sheet of the Company and its Subsidiaries as at the end of such fiscal year, and the related consolidated statement of operations and cash flows for such fiscal year, setting forth comparative consolidated figures for the preceding fiscal year, and certified by independent certified public accountants of recognized national standing whose opinion shall not be qualified as to the scope of audit or as to the status of the Company or any of the Material Subsidiaries (or group of Subsidiaries that together would constitute a Material Subsidiary) as a going concern, together in any event with a certificate of such accounting firm stating that in the course of its regular audit of the business of the Company and the Material Subsidiaries, which audit was conducted in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge of any Default or Event of Default relating to Section 10.9 that has occurred and is continuing or, if in the opinion of such accounting firm such a Default or Event of Default has occurred and is continuing, a statement as to the nature thereof.

          (b) Quarterly Financial Statements. As soon as available and in any event on or before the date on which such financial statements are required to be filed with the SEC or delivered to the holders of the Senior Notes with respect to each of the first three quarterly accounting periods in each fiscal year of the Company (or, if such financial statements are not required to be filed with the SEC or delivered to the holders of the Senior Notes, on or before the date that is 60 days after the end of each such quarterly accounting period), the consolidated balance sheet of (i) the Company and the Restricted Subsidiaries and (ii) the Company and its Subsidiaries, in each case as at the end of such quarterly period and the related consolidated statement of operations for such quarterly accounting period and for the elapsed portion of the fiscal year ended with the last day of such quarterly period, and the related consolidated statement of cash flows for the elapsed portion of the fiscal year ended with the last day of such quarterly period, and setting forth comparative consolidated figures for the related periods in the prior fiscal year or, in the case of such consolidated balance sheet, for the last day of the prior fiscal year, all of which shall be certified by an Authorized Officer of the Company, subject to changes resulting from audit and normal year-end audit adjustments.

          (c) Budgets. Within 90 days after the commencement of each fiscal year of the Company, a budget of the Company in reasonable detail for such fiscal year as customarily prepared by management of the Company for their internal use consistent in scope with the financial statements provided pursuant to Section 9.l(a), setting forth the principal assumptions upon which such budgets are based.

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          (d) Officer’s Certificates. At the time of the delivery of the financial statements provided for in Sections 9.1(a) and (b), a certificate of an Authorized Officer of the Company to the effect that no Default or Event of Default exists or, if any Default or Event of Default does exist, specifying the nature and extent thereof, which certificate shall set forth (i) the calculations required to establish whether the Company and the Subsidiaries were in compliance with the provisions of Section 10.9 as at the end of such fiscal year or period, as the case may be, (ii) a specification of any change in the identity of the Restricted Subsidiaries and Unrestricted Subsidiaries as at the end of such fiscal year or period, as the case may be, from the Restricted Subsidiaries and Unrestricted Subsidiaries, respectively, provided to the Lenders on the Closing Date or the most recent fiscal year or period, as the case may be, (iii) the then applicable Status and (iv) the amount of any Pro Forma Adjustment not previously set forth in a Pro Forma Adjustment Certificate or any change in the amount of a Pro Forma Adjustment set forth in any Pro Forma Adjustment Certificate previously provided and, in either case, in reasonable detail, the calculations and basis therefor. At the time of the delivery of the financial statements provided for in Section 9.1(a), (i) a certificate of an Authorized Officer of the Company setting forth in reasonable detail the Applicable Amount as at the end of the fiscal year to which such financial statements relate and (ii) a certificate of an Authorized Officer and the chief legal officer of the Company (x) setting forth the information required pursuant to Section 1(a) of the Perfection Certificate or confirming that there has been no change in such information since the Closing Date or the date of the most recent certificate delivered pursuant to this subsection (d)(ii), as the case may be, and (y) certifying that all Uniform Commercial Code financing statements (including fixture filings, as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral have been filed of record in each governmental, municipal or other appropriate office in each jurisdiction identified pursuant to clause (x) above to the extent necessary to protect and perfect the security interests under the Security Documents.

          (e) Notice of Default or Litigation. Promptly after an Authorized Officer of any Credit Party or any of the Subsidiaries obtains knowledge thereof, notice of (i) the occurrence of any event that constitutes a Default or Event of Default, which notice shall specify the nature thereof, the period of existence thereof and what action the Company proposes to take with respect thereto and (ii) any litigation or governmental proceeding pending against any Credit Party or any of the Subsidiaries that could reasonably be expected to result in a Material Adverse Effect or a Material Adverse Change.

          (f) Environmental Matters. The Company will promptly advise the Lenders and the Administrative Agents in writing after Holdings, the Company or any Subsidiary obtaining knowledge of any one or more of the following environmental matters, unless such environmental matters would not, individually or when aggregated with all other such matters, be reasonably expected to result in a Material Adverse Effect:

     (i) Any pending or threatened Environmental Claim against any Credit Party or any Real Estate;

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     (ii) Any condition or occurrence on any Real Estate that (x) could reasonably be expected to result in noncompliance by any Credit Party with any applicable Environmental Law or (y) could reasonably be anticipated to form the basis of an Environmental Claim against any Credit Party or any Real Estate;

     (iii) Any condition or occurrence on any Real Estate that could reasonably be anticipated to cause such Real Estate to be subject to any restrictions on the ownership, occupancy, use or transferability of such Real Estate under any Environmental Law; and

     (iv) The conduct of any investigation, or any removal, remedial or other corrective action in response to the actual or alleged presence, release or threatened release of any Hazardous Material on, at, under or from any Real Estate.

All such notices shall describe in reasonable detail the nature of the claim, investigation, condition, occurrence or removal or remedial action and the response thereto. The term “Real Estate” shall mean land, buildings and improvements owned or leased by any Credit Party, but excluding all operating fixtures and equipment, whether or not incorporated into improvements.

          (g) Other Information. Promptly upon filing thereof, copies of any filings (including on Form 10-K, 10-Q or 8-K) or registration statements with, and reports to, the SEC or any analogous Government Authority in any relevant jurisdiction by Holdings, the Company or any of the Subsidiaries (other than amendments to any registration statement (to the extent such registration statement, in the form it becomes effective, is delivered to the Lenders and the Administrative Agents), exhibits to any registration statement and, if applicable, any registration statements on Form S-8) and copies of all financial statements, proxy statements, notices and reports that Holdings, the Company or any of the Subsidiaries shall send to the holders of any publicly issued debt of Holdings, the Company or any of the Subsidiaries (including any Senior Notes (whether publicly issued or not)) in their capacity as such holders (in each case to the extent not theretofore delivered to the Lenders and the Administrative Agents pursuant to this Agreement) and, with reasonable promptness, such other information (financial or otherwise) as an Administrative Agent on its own behalf or on behalf of any Lender may reasonably request in writing from time to time.

          (h) Pro Forma Adjustment Certificate. Not later than the consummation of the acquisition of any Acquired Entity or Business by the Company or any Restricted Subsidiary for which there shall be a Pro Forma Adjustment or not later than any date on which financial statements are delivered with respect to any four-quarter period in which a Pro Forma Adjustment is made as a result of the consummation of the acquisition of any Acquired Entity or Business by the Company or any Restricted Subsidiary for which there shall be a Pro Forma Adjustment, a certificate of an

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Authorized Officer of the Company setting forth the amount of such Pro Forma Adjustment and, in reasonable detail, the calculations and basis therefor.

Notwithstanding the foregoing, the obligations in paragraphs (a) and (b) of this Section 9.1 may be satisfied with respect to financial information of the Company and the Restricted Subsidiaries by furnishing (A) the applicable financial statements of Holdings (or any direct or indirect parent of Holdings) or (B) the Company’s or Holdings’ (or any direct or indirect parent thereof), as applicable, Form 10-K or 10-Q, as applicable, filed with the SEC; provided that, with respect to each of clauses (A) and (B) above, to the extent such information relates to Holdings (or a parent thereof), such information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to Holdings (or such parent), on the one hand, and the information relating to the Company and the Restricted Subsidiaries on a standalone basis, on the other hand.

          9.2 Books, Records and Inspections. Each of Holdings and the Company will, and will cause each of the Subsidiaries to, permit officers and designated representatives of the Administrative Agents or the Required Lenders to visit and inspect any of the properties or assets of Holdings, the Company and any such Subsidiary in whomsoever’s possession to the extent that it is within such party’s control to permit such inspection, and to examine the books and records of Holdings, the Company and any such Subsidiary and discuss the affairs, finances and accounts of Holdings, the Company and of any such Subsidiary with, and be advised as to the same by, its and their officers and independent accountants, all at such reasonable times and intervals and to such reasonable extent as the Administrative Agents or the Required Lenders may desire.

          9.3 Maintenance of Insurance. Each of Holdings and the Company will, and will cause each of the Material Subsidiaries to, at all times maintain in full force and effect, with insurance companies that the Company believes (in the good faith judgment of the management of the Company) are financially sound and responsible at the time the relevant coverage is placed or renewed, insurance in at least such amounts and against at least such risks (and with such risk retentions) as are usually insured against in the same general area by companies engaged in the same or a similar business; and will furnish to the Lenders, upon written request from an Administrative Agent, information presented in reasonable detail as to the insurance so carried.

          9.4 Payment of Taxes. Each of Holdings and the Company will pay and discharge, and will cause each of the Subsidiaries to pay and discharge, all material taxes, assessments and governmental charges or levies imposed upon it or upon its income or profits, or upon any properties belonging to it, prior to the date on which material penalties attach thereto, and all lawful material claims that, if unpaid, could reasonably be expected to become a material Lien upon any properties of Holdings, the Company or any of the Restricted Subsidiaries, provided that none of Holdings, the Company, or any of the Subsidiaries shall be required to pay any such tax, assessment, charge, levy or claim that is being contested in good faith and by proper proceedings if it has maintained adequate reserves (in the good faith judgment of the management of the

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Company) with respect thereto in accordance with GAAP and the failure to pay could not reasonably be expected to result in a Material Adverse Effect.

          9.5 Consolidated Corporate Franchises. Each of Holdings and the Company will do, and will cause each Material Subsidiary to do, or cause to be done, all things necessary to preserve and keep in full force and effect its existence, corporate rights and authority, except to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect; provided that Holdings, the Company and their Subsidiaries may consummate any transaction permitted under Section 10.3, 10.4 or 10.5.

          9.6 Compliance with Statutes, Regulations, etc. Each of Holdings and the Company will, and will cause each Subsidiary to, comply with all applicable laws, rules, regulations and orders applicable to it or its property, including all governmental approvals or authorizations required to conduct its business, and to maintain all such governmental approvals or authorizations in full force and effect, in each case except where the failure to do so could not reasonably be expected to have a Material Averse Effect.

          9.7 ERISA. Promptly after Holdings, the Company or any Subsidiary or any ERISA Affiliate knows or has reason to know of the occurrence of any of the following events that, individually or in the aggregate (including in the aggregate such events previously disclosed or exempt from disclosure hereunder, to the extent the liability therefor remains outstanding), would be reasonably likely to have a Material Adverse Effect, the Company will deliver to each of the Lenders a certificate of an Authorized Officer or any other senior officer of the Company setting forth details as to such occurrence and the action, if any, that Holdings, the Company, such Subsidiary or such ERISA Affiliate is required or proposes to take, together with any notices (required, proposed or otherwise) given to or filed with or by Holdings, the Company, such Subsidiary, such ERISA Affiliate, the PBGC, a Plan participant (other than notices relating to an individual participant’s benefits) or the Plan administrator with respect thereto: that a Reportable Event has occurred; that an accumulated funding deficiency has been incurred or an application is to be made to the Secretary of the Treasury for a waiver or modification of the minimum funding standard (including any required installment payments) or an extension of any amortization period under Section 412 of the Code with respect to a Plan; that a Plan having an Unfunded Current Liability has been or is to be terminated, reorganized, partitioned or declared insolvent under Title IV of ERISA (including the giving of written notice thereof); that a Plan has an Unfunded Current Liability that has or will result in a lien under ERISA or the Code; that proceedings will be or have been instituted to terminate a Plan having an Unfunded Current Liability (including the giving of written notice thereof); that a proceeding has been instituted against Holdings, the Company, a Subsidiary or an ERISA Affiliate pursuant to Section 515 of ERISA to collect a delinquent contribution to a Plan; that the PBGC has notified Holdings, the Company, any Subsidiary or any ERISA Affiliate of its intention to appoint a trustee to administer any Plan; that Holdings, the Company, any Subsidiary or any ERISA Affiliate has failed to make a required installment or other

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payment pursuant to Section 412 of the Code with respect to a Plan; or that Holdings, the Company, any Subsidiary or any ERISA Affiliate has incurred or will incur (or has been notified in writing that it will incur) any liability (including any contingent or secondary liability) to or on account of a Plan pursuant to Section 409, 502(i), 502(l), 515, 4062, 4063, 4064, 4069, 4201 or 4204 of ERISA or Section 4971 or 4975 of the Code.

          9.8 Maintenance of Properties. Each of Holdings and the Company will, and will cause each of the Restricted Subsidiaries to, keep and maintain all property material to the conduct of its business in good working order and condition, ordinary wear and tear excepted, except to the extent that the failure to do so could reasonably be expected to have a Material Adverse Effect.

          9.9 Transactions with Affiliates. Each of Holdings and the Company will conduct, and cause each of the Restricted Subsidiaries to conduct, all transactions with any of its Affiliates (other than the Company or the Restricted Subsidiaries) on terms that are substantially as favorable to the Company or such Restricted Subsidiary as it would obtain in a comparable arm’s-length transaction with a Person that is not an Affiliate, provided that the foregoing restrictions shall not apply to (a) the payment of customary fees to the Sponsors for management, consulting and financial services rendered to Holdings, the Company and the Subsidiaries and customary investment banking fees paid to the Sponsors for services rendered to Holdings, the Company and the Subsidiaries in connection with divestitures, acquisitions, financings and other transactions, (b) customary fees paid to members of the board of directors of the Company and the Subsidiaries and (c) transactions permitted by Section 10.6.

          9.10 End of Fiscal Years; Fiscal Quarters. Each of Holdings and the Company will, for financial reporting purposes, cause (a) each of its, and each of its Subsidiaries’, fiscal years to end on October 31 of each year and (b) each of its, and each of its Subsidiaries’, fiscal quarters to end on dates consistent with such fiscal year-end and Holdings or the Company’s past practice; provided that the Company may, upon written notice to the Administrative Agents, change the financial reporting convention specified above to any other financial reporting convention reasonably acceptable to the Administrative Agents, in which case the Company and the Administrative Agents will, and are hereby authorized by the Lenders to, make any adjustments to this Agreement that are necessary in order to reflect such change in financial reporting.

          9.11 Additional Guarantors and Grantors. Except as set forth in Sections 10.1(A)(j) or 10.1(A)(k), each of Holdings and the Company will cause each direct or indirect Subsidiary (other than any Excluded Subsidiary) formed or otherwise purchased or acquired after the date hereof (including pursuant to a Permitted Acquisition) to execute a supplement to each of the Guarantee and the relevant Security Agreement, substantially in the form of Annex B or Annex 1, as applicable, to the respective agreement in order to become a Guarantor under the Guarantee and a grantor under relevant Security Agreement or, to the extent reasonably requested by the Collateral Agent, enter into a new Security Agreement in form and substance reasonable satisfactory to the Collateral Agent.

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          9.12 Pledges of Additional Stock and Evidence of Indebtedness. (a) Except as set forth in Section 10.1(A)(j) or (A)(k) or with respect to which, in the reasonable judgment of the Administrative Agents and the Collateral Agent (confirmed in writing by notice to the Company), the cost or other consequences (including any adverse tax consequences) of doing so shall be excessive in view of the benefits to be obtained by the Lenders therefrom, each of Holdings and the Company will pledge, and, if applicable, will cause each Subsidiary to pledge, to the Collateral Agent for the benefit of the Secured Parties, (i) all the Stock and Stock Equivalents of each Subsidiary (other than any Unrestricted Subsidiary), Minority Investment held by Holdings, the Company or a Subsidiary, in each case, formed or otherwise purchased or acquired after the date hereof, in each case pursuant to a Pledge Agreement (or supplement thereto) in form and substance reasonably satisfactory to Administrative Agents and the Collateral Agent, (ii) all evidences of Indebtedness in excess of $5,000,000 received by Holdings, the Company or any of the Subsidiaries (other than any Unrestricted Subsidiary) in connection with any disposition of assets pursuant to Section 10.4(b), in each case pursuant to a Pledge Agreement (or supplement thereto) in form and substance reasonably satisfactory to Administrative Agents and the Collateral Agent and (iii) any global promissory notes executed after the date hereof evidencing Indebtedness of Holdings, the Company, each Subsidiary and each Minority Investment that is owing to Holdings, the Company or any Subsidiary (other than any Unrestricted Subsidiary), in each case pursuant a Pledge Agreement (or supplement thereto) in form and substance reasonably satisfactory to the Administrative Agents and the Collateral Agent.

          (b) Each of Holdings and the Company agrees that all Indebtedness in excess of $5,000,000 of Holdings, the Company and each Subsidiary that is owing to any Credit Party pledged pursuant to a Pledge Agreement shall be evidenced by one or more global promissory notes.

          9.13 Use of Proceeds. (a) The Borrowers will use the proceeds of all Tranche B-1 Term Loans solely to effect the Acquisition and to pay Transaction Expenses;

          (b) The Borrowers will use the proceeds of all Tranche B-2 Term Loans to pay dividends permitted under Section 10.6(c) or for other general corporate purposes; and

          (c) The Borrowers will use the Letters of Credit and the proceeds of all Revolving Credit Loans and Swingline Loans solely for general corporate purposes.

          9.14 Further Assurances. (a) Each of Holdings and each Borrower will, and will cause each other Credit Party to execute any and all further documents, financing statements, agreements and instruments, and take all such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents), which may be required under any applicable law, or which the Collateral Agent or the Required Lenders may reasonably request, in order to grant, preserve, protect and perfect the validity and priority of the security interests

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created or intended to be created by any Security Agreement, any Pledge Agreement or any Mortgage, all at the expense of Holdings, the Company and the Restricted Subsidiaries.

          (b) If any assets (including any real estate or improvements thereto or any interest therein) with a book value or fair market value in excess of $5,000,000 are acquired by the Company or any other Credit Party from the Company, any of its Subsidiaries or any other Person after the Closing Date (other than assets constituting Collateral under the Security Agreement that become subject to the Lien of the Security Agreement upon acquisition thereof) that are of the nature secured by the Security Agreement or any Mortgage, as the case may be, the Company will notify the Collateral Agent and the Lenders thereof, and, if requested by the Collateral Agent or the Required Lenders, the Company will cause such assets to be subjected to a Lien securing the applicable Obligations and will take, and cause the other Credit Parties to take, such actions as shall be necessary or reasonably requested by the Collateral Agent to grant and perfect such Liens consistent with the applicable requirements of the Security Documents, including actions described in clause (a) of this Section 9.14, all at the expense of the Company. Any Mortgage delivered to the Collateral Agent in accordance with the preceding sentence shall be accompanied by (x) a policy or policies of title insurance issued by a nationally recognized title insurance company insuring the Lien of each Mortgage as a valid first Lien on the Mortgaged Property described therein, free of any other Liens except as expressly permitted by Section 10.2, together with such endorsements, coinsurance and reinsurance as the Administrative Agents and the Collateral Agent may reasonably request and (y) an opinion of local counsel to the Company (or in the event a Subsidiary of the Company is the mortgagor, to such Subsidiary) substantially in the form of Exhibit I-2.

          (c) The Company agrees that it will, or will cause its relevant Subsidiaries to, complete each of the actions described on Schedule 9.14(c) by no later than the date that is 90 days after the Closing Date or such later date as the Administrative Agents may reasonable agree.

          9.15 Maintenance of Rating of Facilities. The Company will cause a senior secured credit rating with respect to the Credit Facilities from each of S&P and Moody’s to be available at all times thereafter until the last Maturity Date under this Agreement.

          SECTION 10. Negative Covenants.

          Each of Holdings and each Borrower hereby covenants and agrees that on the Closing Date and thereafter, until the Commitments, the Swingline Commitments and each Letter of Credit have terminated and the Loans and Unpaid Drawings, together with interest, Fees and all other Obligations incurred hereunder, are paid in full:

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          10.1 Limitation on Indebtedness. (A) Neither Holdings, nor the Company will, nor will they permit any of the Restricted Subsidiaries to, create, incur, assume or suffer to exist any Indebtedness, except:

          (a) Indebtedness arising under the Credit Documents;

          (b) Indebtedness of (i) Holdings or any Borrower to any Subsidiary of such Person, (ii) subject to compliance with Section 10.5(g), any Subsidiary to the Company or any other Restricted Subsidiary of the Company, and (iii) subject to Section 10.5(m), Holdings to the Company or any other Restricted Subsidiary;

          (c) Indebtedness in respect of any bankers’ acceptance, letter of credit, warehouse receipt or similar facilities entered into in the ordinary course of business;

          (d) except as provided in clauses (j) and (k) below, subject to compliance with Section 10.5(g), Guarantee Obligations incurred by (i) Restricted Subsidiaries in respect of Indebtedness of the Company or other Restricted Subsidiaries that is permitted to be incurred under this Agreement and (ii) Holdings and/or the Company in respect of Indebtedness of the Restricted Subsidiaries that is permitted to be incurred under this Agreement, provided that there shall be no Guarantee (a) by a Restricted Subsidiary that is not a Guarantor of any Indebtedness of any of the Borrowers and (b) in respect of the Senior Notes or Permitted Additional Notes, unless such Guarantee is made by a Guarantor and such Guarantee is unsecured (and subordinated in the case of Permitted Additional Notes or New Notes that are subordinated);

          (e) Guarantee Obligations incurred in the ordinary course of business in respect of obligations of suppliers, customers, franchisees, lessors and licensees;

          (f) (i) Indebtedness (including Indebtedness arising under Capital Leases) incurred within 270 days of the acquisition, construction or improvement of fixed or capital assets to finance the acquisition, construction or improvement of such fixed or capital assets or otherwise incurred in respect of Capital Expenditures permitted by Section 10.10, (ii) Indebtedness arising under Capital Leases entered into in connection with Permitted Sale Leasebacks and (iii) Indebtedness arising under Capital Leases, other than Capital Leases in effect on the date hereof and Capital Leases entered into pursuant to subclauses (i) and (ii) above, provided that the aggregate amount of Indebtedness incurred pursuant to this subclause (iii) shall not exceed $50,000,000 at any time outstanding, and (iv) any refinancing, refunding, renewal or extension of any Indebtedness specified in subclause (i), (ii) or (iii) above, provided that the principal amount thereof is not increased above the principal amount thereof outstanding immediately prior to such refinancing, refunding, renewal or extension;

          (g) Indebtedness outstanding on the date hereof and listed on Schedule 10.1 and any refinancing, refunding, renewal or extension thereof, provided that (i) the principal amount thereof is not increased above the principal amount thereof outstanding immediately prior to such refinancing, refunding, renewal or extension, except to the

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extent otherwise permitted hereunder and (ii) the direct and contingent obligors with respect to such Indebtedness are not changed;

          (h) Indebtedness in respect of Hedge Agreements;

          (i) Indebtedness in respect of the Senior Notes in an aggregate principal amount not to exceed $1,000,000,000 (or such lesser aggregate principal amount as may be incurred on the Closing Date);

          (j) (i) Indebtedness of a Person or Indebtedness attaching to assets of a Person that, in either case, becomes a Restricted Subsidiary (or is a Restricted Subsidiary that survives a merger with such person) or Indebtedness attaching to assets that are acquired by Holdings, the Company or any Restricted Subsidiary, in each case after the Closing Date as the result of a Permitted Acquisition, provided that (v) the Consolidated Total Debt to Adjusted EBITDA Ratio for the Test Period last ended, determined on a pro forma basis after giving effect to such Permitted Acquisition and the incurrence of such Indebtedness, shall be less than or equal to 4.75 to 1.00, (w) such Indebtedness existed at the time such Person became a Restricted Subsidiary or at the time such assets were acquired and, in each case, was not created in anticipation thereof, (x) such Indebtedness is not guaranteed in any respect by Holdings, the Company or any Restricted Subsidiary (other than by any such person that so becomes a Restricted Subsidiary or is the survivor of a merger with such person) and (y)(A) the Stock and Stock Equivalents of such Person is pledged to the Collateral Agent to the extent required under Section 9.12 and (B) such Person executes a supplement to each of the Guarantee, the relevant Security Agreement and the relevant Pledge Agreement (or alternative guarantee and security arrangements in relation to the Obligations reasonably acceptable to the Administrative Agents) to the extent required under Section 9.11 or 9.12, as applicable, provided that the requirements of this subclause (y) shall not apply to an aggregate amount at any time outstanding of up to (and including) the Guarantee and Collateral Exception Amount at such time of the aggregate of (1) such Indebtedness and (2) all Indebtedness as to which the proviso to clause (k)(i)(y) below then applies, and (ii) any refinancing, refunding, renewal or extension of any Indebtedness specified in subclause (i) above, provided that, except to the extent otherwise permitted hereunder, (x) the principal amount of any such Indebtedness is not increased above the principal amount thereof outstanding immediately prior to such refinancing, refunding, renewal or extension and (y) the direct and contingent obligors with respect to such Indebtedness are not changed;

          (k) (i) Indebtedness of Holdings, the Company or any Restricted Subsidiary (including any Permitted Additional Notes) incurred to finance a Permitted Acquisition, provided that (w) the Consolidated Total Debt to Adjusted EBITDA Ratio for the Test Period last ended, determined on a pro forma basis after giving effect to such Permitted Acquisition and the incurrence of such Indebtedness, shall be less than or equal to 4.75 to 1.00, (x) except in the case of Permitted Additional Notes, such Indebtedness is not guaranteed in any respect by any Restricted Subsidiary (other than any Person acquired (the “acquired Person”) as a result of such Permitted Acquisition or the Restricted

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Subsidiary so incurring such Indebtedness) or, in the case of Indebtedness of any Restricted Subsidiary, subject to compliance with Section 10.5(g), by a Borrower and (y)(A) such Borrower pledges the Stock and Stock Equivalents of such acquired Person to the Collateral Agent to the extent required under Section 9.12 and (B) such acquired Person executes a supplement to the Guarantee, the relevant Security Agreement and the relevant Pledge Agreement (or alternative guarantee and security arrangements in relation to the Obligations reasonably acceptable to the Administrative Agents) to the extent required under Section 9.11 or 9.12, as applicable, provided that the requirements of this subclause (y) shall not apply to an aggregate amount at any time outstanding of up to (and including) the amount of the Guarantee and Collateral Exception Amount at such time of the aggregate of (1) such Indebtedness and (2) all Indebtedness as to which the proviso to clause (j)(i)(y) above then applies, and (ii) any refinancing, refunding, renewal or extension of any such Indebtedness, provided that (x) the principal amount of any such Indebtedness is not increased above the principal amount thereof outstanding immediately prior to such refinancing, refunding, renewal or extension and (y) the direct and contingent obligors with respect to such Indebtedness are not changed, except to the extent otherwise permitted hereunder;

          (l) Indebtedness in respect of performance bonds, bid bonds, appeal bonds, surety bonds and completion guarantees and similar obligations not in connection with money borrowed, in each case provided in the ordinary course of business, including those incurred to secure health, safety and environmental obligations in the ordinary course of business;

          (m) (i) Indebtedness incurred in connection with any Permitted Sale Leaseback (provided that the Net Cash Proceeds thereof are promptly applied to the extent required by Section 5.2) and (ii) any refinancing, refunding, renewal or extension of any Indebtedness specified in subclause (i) above, provided that, except to the extent otherwise permitted hereunder, (x) the principal amount of any such Indebtedness is not increased above the principal amount thereof outstanding immediately prior to such refinancing, refunding, renewal or extension and (y) the direct and contingent obligors with respect to such Indebtedness are not changed;

          (n) (i) additional Indebtedness and (ii) any refinancing, refunding, renewal or extension of any Indebtedness specified in subclause (i) above; provided that the aggregate amount of Indebtedness incurred and remaining outstanding pursuant to this clause (n) shall not at any time exceed $200,000,000; provided that not more than $50,000,000 in aggregate principal amount of Indebtedness of Holdings, the Company or any Restricted Subsidiary (other than a Restricted Subsidiary that is not a Guarantor) incurred under this clause (n) shall be secured;

          (o) Indebtedness in respect of Permitted Additional Notes to the extent that the Net Cash Proceeds therefrom are, immediately after the receipt thereof, applied to the prepayment of Term Loans in accordance with Section 5.2; and

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          (p) Indebtedness in respect of overdraft facilities, employee credit card programs and other cash management arrangements in an aggregate amount not to exceed $25,000,000, at any time outstanding.

          (B) Holdings will not issue any preferred Stock or other preferred Stock Equivalents other than Qualified PIK Securities.

          10.2 Limitation on Liens. Neither Holdings, nor the Company will, nor will they permit any of the Restricted Subsidiaries to, create, incur, assume or suffer to exist any Lien upon any property or assets of any kind (real or personal, tangible or intangible) of Holdings, the Company or any Restricted Subsidiary, whether now owned or hereafter acquired, except:

          (a) Liens arising under the Credit Documents;

          (b) Permitted Liens;

          (c) (i) Liens securing Indebtedness permitted pursuant to Section 10.1(A)(f), provided that such Liens attach at all times only to the assets so financed, and (ii) Liens on the assets of Restricted Subsidiaries that are not Guarantors securing Indebtedness permitted pursuant to Section 10.1(A)(n);

          (d) Liens existing on the date hereof and listed on Schedule 10.2;

          (e) the replacement, extension or renewal of any Lien permitted by clauses (a) through (d) above and clause (f) of this Section 10.2 upon or in the same assets theretofore subject to such Lien or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor except to the extent otherwise permitted hereunder) of the Indebtedness secured thereby;

          (f) Liens existing on the assets of any Person that becomes a Restricted Subsidiary (or is a Restricted Subsidiary that survives a merger with such person), or existing on assets acquired, pursuant to a Permitted Acquisition to the extent the Liens on such assets secure Indebtedness permitted by Section 10.1(A)(j), provided that such Liens attach at all times only to the same assets that such Liens attached to, and secure only the same Indebtedness that such Liens secured, immediately prior to such Permitted Acquisition;

          (g) (i) Liens placed upon the Stock and Stock Equivalents of any Restricted Subsidiary acquired pursuant to a Permitted Acquisition to secure Indebtedness of Holdings, the Company or any other Restricted Subsidiary in an aggregate amount at any time outstanding not to exceed the Guarantee and Collateral Exception Amount incurred pursuant to Section 10.1(A)(k) in connection with such Permitted Acquisition and (ii) Liens placed upon the assets of such Restricted Subsidiary to secure a guarantee by such Restricted Subsidiary of any such Indebtedness of the

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Company or any other Restricted Subsidiary in an aggregate amount at any time outstanding not to exceed the Guarantee and Collateral Exception Amount; and

          (h) additional Liens so long as the aggregate principal amount of the obligations so secured does not exceed $50,000,000 at any time outstanding.

          10.3 Limitation on Fundamental Changes. Except as expressly permitted by Section 10.4 or 10.5, neither Holdings, nor the Company will, nor will they permit any of the Restricted Subsidiaries to, enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease, assign, transfer or otherwise dispose of, all or substantially all its business units, assets or other properties, except that:

          (a) any Subsidiary of a Borrower or any other Person may be merged or consolidated with or into such Borrower, provided that (i) such Borrower shall be the continuing or surviving corporation or the Person formed by or surviving any such merger or consolidation (if other than a Borrower) shall be an entity organized or existing under the laws of (x) the United States, any state thereof, the District of Columbia or any territory thereof or (y) the jurisdiction of organization of such Borrower prior to any such merger or consolidation (such Borrower or such Person, as the case may be, being herein referred to as the “Successor Borrower”), (ii) the Successor Borrower (if other than a Borrower) shall expressly assume all the obligations of a Borrower under this Agreement and the other Credit Documents pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agents, (iii) no Default or Event of Default would result from the consummation of such merger or consolidation, (iv) the Company shall be in compliance, on a pro forma basis after giving effect to such merger or consolidation, with the covenant set forth in Section 10.9, as such covenant is recomputed as at the last day of the most recently ended Test Period under such Section as if such merger or consolidation had occurred on the first day of such Test Period, (v) each Guarantor, unless it is the other party to such merger or consolidation, shall have by a supplement to the Guarantee confirmed that its Guarantee shall apply to the Successor Borrower’s obligations under this Agreement, (vi) each Subsidiary grantor and each Subsidiary pledgor, unless it is the other party to such merger or consolidation, shall have by a supplement to the relevant Security Agreement or the relevant Pledge Agreement, as applicable, confirmed that its obligations thereunder shall apply to the Successor Borrower’s obligations under this Agreement, (vii) each mortgagor of a Mortgaged Property, unless it is the other party to such merger or consolidation, shall have by an amendment to or restatement of the applicable Mortgage confirmed that its obligations thereunder shall apply to the Successor Borrower’s obligations under this Agreement, and (viii) the Borrowers shall have delivered to the Administrative Agents an officer’s certificate and an opinion of counsel, each stating that such merger or consolidation and such supplement to this Agreement or any Security Document comply with this Agreement; provided, further, that if the foregoing are satisfied, the Successor Borrower (if other than a Borrower) will succeed to, and be substituted for, the applicable Borrower under this Agreement;

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          (b) any Subsidiary of the Company or any other Person may be merged, amalgamated or consolidated with or into any one or more Subsidiaries of the Company, provided that (i) in the case of any merger, amalgamation or consolidation involving one or more Restricted Subsidiaries, (A) a Restricted Subsidiary shall be the continuing or surviving corporation or (B) the Company shall take all steps necessary to cause the Person formed by or surviving any such merger, amalgamation or consolidation (if other than a Restricted Subsidiary) to become a Restricted Subsidiary, (ii) in the case of any merger, amalgamation or consolidation involving one or more Guarantors, a Guarantor shall be the continuing or surviving corporation or the Person formed by or surviving any such merger, amalgamation or consolidation (if other than a Guarantor) shall execute a supplement to the Guarantee Agreement, the relevant Pledge Agreement and the relevant Security Agreement and any applicable Mortgage in form and substance reasonably satisfactory to the Administrative Agents in order to become a Guarantor and pledgor, mortgagor and grantor of Collateral for the benefit of the Secured Parties, (iii) no Default or Event of Default would result from the consummation of such merger, amalgamation or consolidation, (iv) the Company shall be in compliance, on a pro forma basis after giving effect to such merger, amalgamation or consolidation, with the covenant set forth in Section 10.9, as such covenant is recomputed as at the last day of the most recently ended Test Period under such Section as if such merger or consolidation had occurred on the first day of such Test Period, and (v) such Borrower shall have delivered to the Administrative Agents an officers’ certificate stating that such merger, amalgamation or consolidation and such supplements to any Security Document comply with this Agreement;

          (c) any Restricted Subsidiary that is not a Guarantor may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to a Borrower, a Guarantor or any other Restricted Subsidiary;

          (d) any Guarantor may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to a Borrower or any other Guarantor; and

          (e) any Restricted Subsidiary may liquidate or dissolve if (i) the Company determines in good faith that such liquidation or dissolution is in the best interests of the Company and is not materially disadvantageous to the Lenders and (ii) to the extent such Restricted Subsidiary is a Credit Party, any assets or business not otherwise disposed of or transferred in accordance with Section 10.4 or 10.5, or, in the case of any such business, discontinued, shall be transferred to, or otherwise owned or conducted by, another Credit Party after giving effect to such liquidation or dissolution.

          10.4 Limitation on Sale of Assets. Neither Holdings, nor the Company will, nor will they permit any of the Restricted Subsidiaries to: (i) convey, sell, lease, assign, transfer or otherwise dispose of any of its property, business or assets (including receivables and leasehold interests), whether now owned or hereafter acquired (other than any such sale, transfer, assignment or other disposition resulting from any casualty or condemnation, of any assets of the Company or the Restricted Subsidiaries) or (ii) sell to

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any Person (other than the Company or a Guarantor) any shares owned by it of any Restricted Subsidiary’s Stock and Stock Equivalents, except that:

          (a) the Company and the Restricted Subsidiaries may sell, transfer or otherwise dispose of used or surplus equipment, vehicles, inventory and other assets in the ordinary course of business;

          (b) the Company and the Restricted Subsidiaries may sell, transfer or otherwise dispose of other assets (other than accounts receivable) (each a “Disposition”) for fair value, provided that (i) with respect to any Disposition pursuant to this clause (b) for a purchase price in excess of $10,000,000, the Company or a Restricted Subsidiary shall receive not less than 75% of such consideration in the form of cash or Permitted Investments; provided that for the purposes of this clause (i), (A) any liabilities (as shown on the Company’s or such Restricted Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto) of the Company or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the payment in cash of the Obligations, that are assumed by the transferee with respect to the applicable Disposition and for which the Company and all of the Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by the Company or such Restricted Subsidiary from such transferee that are converted by the Company or such Restricted Subsidiary into cash (to the extent of the cash received) within 180 days following the closing of the applicable Disposition and (C) any Designated Non-Cash Consideration received by the Company or such Restricted Subsidiary in respect of such Disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (C) and clause (C)(i) of Section 10.4(c)(i) that is at that time outstanding, not in excess of the greater of $150,000,000 and 6% of Total Assets (as such term is defined in the Senior Notes Indenture as of the Closing Date) at the time of the receipt of such Designated Non-Cash Consideration, with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value, and (D) any Designated Non-Cash Consideration received by the Company or such Restricted Subsidiary in respect of a Designated Assets Sale, to the extent the Company intends in good faith at the time of such Designated Asset Sale is consummated, as evidenced in a certificate executed by an Authorized Officer of the Company and delivered to the Lenders and the Administrative Agents, to use such Designated Non-Cash Consideration to either pay dividends pursuant to Section 10.6(d), or to use the Net Cash Proceeds of a Disposition of any such Designated Non-Cash Consideration to repay, repurchase or otherwise redeem any Subordinated Indebtedness pursuant to Section 10.7(a)(ii) (or any other Senior Notes or any Permitted Additional Notes that do not constitute Subordinated Indebtedness in compliance with the conditions set forth in Section 10.7(a)(ii)), shall be deemed to be cash, (ii) any non-cash proceeds received are pledged to the Collateral Agent to the extent required under Section 9.12, (iii) with respect to any such sale, transfer or disposition (or series of related sales, transfers or dispositions), the Company shall be in compliance, on a pro forma basis after giving effect to such sale, transfer or disposition, with the

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covenant set forth in Section 10.9, as such covenant is recomputed as at the last day of the most recently ended Test Period under such Section as if such sale, transfer or disposition had occurred on the first day of such Test Period, (iv) to the extent applicable, the Net Cash Proceeds thereof to the Company and the Restricted Subsidiaries are promptly applied to the prepayment and/or commitment reductions as provided for in Section 5.2 and (v) after giving effect to any such sale, transfer or disposition, no Default or Event of Default shall have occurred and be continuing;

          (c) the Company and the Restricted Subsidiaries may make sales of assets to the Company or to any Restricted Subsidiary, provided that with respect to any such sales to Restricted Subsidiaries that are not Guarantors (i) such sale, transfer or disposition shall be for fair value, (ii) with respect to any Disposition pursuant to this clause (c) for a purchase price in excess of $10,000,000, the Company or a Restricted Subsidiary shall receive not less than 75% of such consideration in the form of cash or Permitted Investments; provided that for the purposes of this clause (i), (A) any liabilities (as shown on the Company’s or such Restricted Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto) of the Company or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the payment in cash of the Obligations, that are assumed by the transferee with respect to the applicable Disposition and for which the Company and all of the Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by the Company or such Restricted Subsidiary from such transferee that are converted by the Company or such Restricted Subsidiary into cash (to the extent of the cash received) within 180 days following the closing of the applicable Disposition, (C) any Designated Non-Cash Consideration received by the Company or such Restricted Subsidiary in respect of such Disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (C) and clause (C) of Section 10.4(b)(i) that is at that time outstanding, not in excess of the sum of (i) the greater of $150,000,000 or 6% of Total Assets (as such term is defined in the Senior Notes Indenture as of the Closing Date), plus (ii) $25,000,000 at the time of the receipt of such Designated Non-Cash Consideration, with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value, and (D) any Designated Non-Cash Consideration received by the Company or such Restricted Subsidiary in respect of a Designated Assets Sale, to the extent the Company intends in good faith at the time of such Designated Asset Sale is consummated, as evidenced in a certificate executed by an Authorized Officer of the Company and delivered to the Lenders and the Administrative Agent, to use such Designated Non-Cash Consideration to either pay dividends pursuant to Section 10.6(d), or to use the Net Cash Proceeds of a Disposition of any such Designated Non-Cash Consideration to repay, repurchase or otherwise redeem any Subordinated Indebtedness pursuant to Section 10.7(a)(ii) (or any other Senior Notes or any Permitted Additional Notes that do not constitute Subordinated Indebtedness in compliance with the conditions set forth in Section 10.7(a)(ii)), shall be deemed to be cash, and (iii) any non-cash proceeds received are pledged to the Collateral Agent to the extent required under Section 9.12;

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          (d) Holdings, the Company or any Restricted Subsidiary may effect any transaction permitted by Section 10.3;

          (e) in addition to selling or transferring accounts receivable pursuant to the other provisions hereof, Holdings, the Company and the Restricted Subsidiaries may (i) sell or discount without recourse accounts receivable arising in the ordinary course of business in connection with the compromise or collection thereof and (ii) sell or transfer accounts receivable and related rights pursuant to customary receivables financing facilities so long as, in the case of clauses (i) and (ii) the Net Cash Proceeds thereof to the Company and the Restricted Subsidiaries (except in the case of transactions permitted by Section 10.4(e)(i), to the extent the Net Cash Proceeds of any such transaction do not exceed $10,000) are promptly applied to the prepayment and/or commitment reductions as provided for in Section 5.2; and

          (f) Holdings, the Company and the Restricted Subsidiaries may lease, or sub-lease, any real property or personal property in the ordinary course of business.

          10.5 Limitation on Investments. Neither Holdings, nor the Company will, nor will they permit any of the Restricted Subsidiaries to, make any advance, loan, extensions of credit or capital contribution to, or purchase any stock, bonds, notes, debentures or other securities of or any assets of, or make any other Investment in, any Person, except:

          (a) extensions of trade credit and asset purchases in the ordinary course of business;

          (b) Permitted Investments;

          (c) loans and advances to officers, directors and employees of Holdings, a Borrower or any of its Subsidiaries (i) for reasonable and customary business-related travel, entertainment, relocation and analogous ordinary business purposes (including employee payroll advances), (ii) in connection with such Person’s purchase of Stock or Stock Equivalents of Holdings (or any direct or indirect parent thereof) to the extent that the amount of such loans and advances are contributed to the Company in cash and (iii) for purposes not described in the foregoing clauses (i) and (ii), in an aggregate principal amount outstanding not to exceed $10,000,000;

          (d) Investments existing on, or contemplated as of, the date hereof and listed on Schedule 10.5 and any extensions, renewals or reinvestments thereof, so long as the aggregate amount of all Investments pursuant to this clause (d) is not increased at any time above the amount of such Investments existing on the date hereof;

          (e) Investments received in connection with the bankruptcy or reorganization of suppliers or customers and in settlement of delinquent obligations of, and other disputes with, customers arising in the ordinary course of business;

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          (f) Investments to the extent that payment for such Investments is made solely with Stock or Stock Equivalents of Holdings or the Company;

          (g) Investments (i) in any Guarantor or the Company, (ii) in Restricted Subsidiaries that are not Guarantors, in an aggregate amount pursuant to this clause (ii) not to exceed $25,000,000 plus the Applicable Amount at such time, (iii) in Restricted Subsidiaries that are not Guarantors so long as such Investment is part of a series of simultaneous Investments by Restricted Subsidiaries in other Restricted Subsidiaries that result in the proceeds of the initial Investment being invested in one or more Guarantors, (iv) constituting Lux Intercompany Loans, (v) in the Lux Borrower so long as the proceeds of Investments pursuant to this clause (v) are used to pay (x) interest on, or principal of, the Tranche B-1 Term Loans made to the Lux Borrower, (y) operating expenses of the Lux Borrower incurred in the ordinary course of business (including taxes) or (z) other customary corporate overhead costs and expenses of the Lux Borrower and (vi) in Restricted Subsidiaries that have provided a Guarantee (but are not Guarantors) in an aggregate amount not to exceed $10,000,000;

          (h) Investments constituting Permitted Acquisitions;

          (i) (i) Investments (including Investments in Minority Investments and Unrestricted Subsidiaries) and (ii) Investments in joint ventures or similar entities that do not constitute Restricted Subsidiaries, in each case, as valued at the fair market value of such Investment at the time each such Investment is made, (A) in an amount that, at the time such Investment is made, would not exceed the sum of (x) the Applicable Amount at such time plus (y) an amount equal to any repayments, interest, returns, profits, distributions, income and similar amounts actually received in cash in respect of any such Investment (which amount shall not exceed the amount of such Investment valued at the fair market value of such Investment at the time such Investment was made) and/or (B) in the case of clause (ii) only, in any amount that, at the time such Investment is made, would be permitted to be expended as a Capital Expenditure under Section 10.10, to the extent that (x) such joint venture owns an interest in assets the addition of which would have been a Capital Expenditure if acquired or constructed, and owned, directly by the Company or a Restricted Subsidiary, and (y) the ability of the Company and/or one or more Restricted Subsidiaries to receive cash flows attributable to its interest therein substantially as they would if they directly owned such asset or portion thereof is not prohibited by contract, applicable law or otherwise;

          (j) Investments constituting non-cash proceeds of sales, transfers and other dispositions of assets to the extent permitted by Section 10.4(b) or (c);

          (k) Investments made to repurchase or retire Stock of Holdings or the Company owned by any employee stock ownership plan or key employee stock ownership plan of Holdings or the Company;

          (l) Investments permitted under Section 10.6; and

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          (m) loans and advance to Holdings (or any direct or indirect parent thereof) in lieu of, and not in excess of the amount of, dividends to the extent permitted to be made to Holdings (or such parent) in accordance with Section 10.6.

          10.6 Limitation on Dividends. Neither Holdings, nor the Company will declare or pay any dividends (other than dividends payable solely in its Stock) or return any capital to its stockholders or make any other distribution, payment or delivery of property or cash to its stockholders as such, or redeem, retire, purchase or otherwise acquire, directly or indirectly, for consideration, any shares of any class of its Stock or Stock Equivalents or the Stock or Stock Equivalents of any direct or indirect parent now or hereafter outstanding, or set aside any funds for any of the foregoing purposes, or permit any of the Restricted Subsidiaries to purchase or otherwise acquire for consideration (other than in connection with an Investment permitted by Section 10.5) any Stock or Stock Equivalents of any Borrower, now or hereafter outstanding (all of the foregoing “dividends”), provided that, so long as no Default or Event of Default exists or would exist after giving effect thereto:

          (a) Holdings or the Company may redeem in whole or in part any of its Stock or Stock Equivalents for another class of its Stock or Stock Equivalents or with proceeds from substantially concurrent equity contributions or issuances of new Stock or Stock Equivalents, provided that such new Stock or Stock Equivalents contain terms and provisions at least as advantageous to the Lenders in all respects material to their interests as those contained in the Stock or Stock Equivalents redeemed thereby;

          (b) Holdings or the Company may (or may make dividends to permit any direct or indirect parent thereof to) repurchase shares of its (or such parent’s) Stock or Stock Equivalents held by officers, directors and employees of Holdings and its Subsidiaries, so long as such repurchase is pursuant to, and in accordance with the terms of, management and/or employee stock plans, stock subscription agreements or shareholder agreements;

          (c) (i) the Company may pay dividends to Holdings and (ii) Holdings may pay dividends, up to an amount equal to the proceeds of the Tranche B-2 Term Loans, provided that all of the conditions set forth in Section 7.3 are satisfied;

          (d) (i) the Company may pay dividends on the Stock or Stock Equivalents of the Company to Holdings and (ii) Holdings may pay cash dividends up to an amount equal to the Net Cash Proceeds of any Designated Assets Sale and non-cash dividends with any non-cash proceeds of any Designated Assets Sale in the same form received, in each case, if (x) the Consolidated Total Senior Secured Debt to Adjusted EBITDA Ratio for the Test Period last ended, determined on a pro forma basis after giving effect to such Designated Asset Sale and the payment of such dividends, is less than or equal to the Consolidated Total Senior Secured Debt to Adjusted EBITDA Ratio for the Test Period last ended prior to the consummation of such Designated Asset Sale, (y) the Consolidated Total Senior Secured Debt to Adjusted EBITDA Ratio for the Test Period last ended, determined on a pro forma basis after giving effect to such Designated

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Asset Sale and payment of such dividends, is less than or equal to 1.50 to 1.00 and (z) prior to the payment of such dividends, at least $250,000,000 of the principal amount of the Term Loans shall have been repaid in cash pursuant to the terms hereof;

          (e) (i) the Company may pay dividends on the Stock or Stock Equivalents of the Company to Holdings and (ii) Holdings may pay dividends, provided that the amount of any such dividends pursuant to this clause (e) shall not exceed an amount equal to the Applicable Amount at such time;

          (f) the Company and its Restricted Subsidiaries may pay dividends to Holdings:

     (i) the proceeds of which will be used to pay (or to make dividends to allow any direct or indirect parent of Holdings to pay) the tax liability to each relevant jurisdiction in respect of consolidated, combined, unitary or affiliated returns for the relevant jurisdiction of Holdings (or such parent) attributable to Holdings, the Company or its Subsidiaries determined as if the Company and its Subsidiaries filed separately;

     (ii) the proceeds of which shall be used by Holdings to pay (or to make dividends to allow any direct or indirect parent of Holdings to pay) (A) its operating expenses incurred in the ordinary course of business and other corporate overhead costs and expenses (including administrative, legal, accounting and similar expenses provided by third parties), which are reasonable and customary and incurred in the ordinary course of business, in an aggregate amount not to exceed $3,000,000 in any fiscal year of the Company plus any reasonable and customary indemnification claims made by directors or officers of Holdings (or any parent thereof) attributable to the ownership or operations of the Company and its Subsidiaries or (B) fees and expenses otherwise (x) due and payable by the Company or any of its Subsidiaries and (y) permitted to be paid by the Company or such Subsidiary under this Agreement;

     (iii) the proceeds of which shall be used by Holdings to pay franchise taxes and other fees, taxes and expenses required to maintain its (or any of its direct or indirect parents’) corporate existence; and

     (iv) to finance any Investment permitted to be made pursuant to Section 10.5; provided that (A) such dividend shall be made substantially concurrently with the closing of such Investment and (B) Holdings shall, immediately following the closing thereof, cause (1) all property acquired (whether assets, Stock or Stock Equivalents) to be contributed to the Company or its Restricted Subsidiaries or (2) the merger (to the extent permitted in Section 10.5) of the Person formed or acquired into the Company or its Restricted Subsidiaries in order to consummate such Permitted Acquisition;

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          and

          (g) (i) the Company may pay to Holdings and (ii) Holdings may pay cash dividends, after the fifth anniversary of the Closing Date solely for the purpose of paying scheduled interest payments with respect to Indebtedness of Holdings, so long as the Company shall be in compliance, on a pro forma basis after giving effect to the payment of such dividends, with the covenant set forth in Section 10.9, as such covenant is recomputed as at the last day of the most recently ended Test Period under such Section as if the payment of such cash dividends had occurred on the first day of such Test Period.

          10.7 Limitations on Debt Payments and Amendments. (a) Neither Holdings, nor the Company will, nor will they permit any Restricted Subsidiary to, prepay, repurchase or redeem or otherwise defease any Subordinated Indebtedness; provided that so long as no Default or Event of Default shall have occurred and be continuing at the date of such prepayment, repurchase, redemption or other defeasance or would result therefrom, Holdings, the Company or any Restricted Subsidiary may prepay, repurchase or redeem Subordinated Indebtedness (i) for an aggregate price not in excess of the Applicable Amount at such time of such prepayment, repurchase or redemption, (ii) in an amount equal to the Net Cash Proceeds of any Designated Assets Sale or the Net Cash Proceeds of the Disposition of any non-cash proceeds of any Designated Asset Sale received by the Company or a Restricted Subsidiary within 15 months of such Designated Asset Sale if (A) the Consolidated Total Senior Secured Debt to Adjusted EBITDA Ratio for the Test Period last ended, determined on a pro forma basis after giving effect to such Designated Asset Sale and such prepayment, repurchase, redemption or other defeasance, is less than or equal to the Consolidated Total Senior Secured Debt to Adjusted EBITDA Ratio for the Test Period last ended prior to the consummation of such Designated Asset Sale, (B) the Consolidated Total Senior Secured Debt to Adjusted EBITDA Ratio for the Test Period last ended, determined on a pro forma basis after giving effect to such Designated Asset Sale and such prepayment, repurchase, redemption or other defeasance, is less than or equal to 1.50 to 1.00 and (C) prior to such prepayment, repurchase, redemption or other defeasance, at least $250,000,000 of the principal amount of the Term Loans shall have been repaid, or (iii) with the proceeds of Subordinated Indebtedness that (A) is permitted by Section 10.1 (other than Section 10.1(A)(o)) and (B) has terms material to the interests of the Lenders not materially less advantageous to the Lenders than those of such Subordinated Indebtedness being refinanced.

          (b) Neither Holdings, nor any Borrower will waive, amend, modify, terminate or release any Subordinated Indebtedness to the extent that any such waiver, amendment, modification, termination or release would be adverse to the Lenders in any material respect.

          10.8 Limitations on Sale Leasebacks. Neither Holdings, nor the Company will, nor will they permit any of the Restricted Subsidiaries to, enter into or effect any Sale Leasebacks, other than Permitted Sale Leasebacks.

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          10.9 Consolidated Total Senior Secured Debt to Adjusted EBITDA Ratio. Neither Holdings, nor the Company will permit the Consolidated Total Senior Secured Debt to Adjusted EBITDA Ratio for any Test Period ending during any period set forth below to be greater than the ratio set forth below opposite such period:

Period	Ratio
November 1, 2006 to January 31, 2007	4.00 to 1.00
February 1, 2007 to April 30, 2007	4.00 to 1.00
May 1, 2007 to July 31, 2007	4.00 to 1.00
August 1, 2007 to October 31, 2007	4.00 to 1.00
November 1, 2007 to January 31, 2008	4.00 to 1.00
February 1, 2008 to April 30, 2008	4.00 to 1.00
May 1, 2008 to July 31, 2008	4.00 to 1.00
August 1, 2008 to October 31, 2008	4.00 to 1.00
November 1, 2008 to January 31, 2009	4.00 to 1.00
February 1, 2009 to April 30, 2009	4.00 to 1.00
May 1, 2009 to July 31, 2009	4.00 to 1.00
August 1, 2009 to October 31, 2009	4.00 to 1.00
November 1, 2009 to January 31, 2010	4.00 to 1.00
February 1, 2010 to April 30, 2010	3.75 to 1.00
May 1, 2010 to July 31, 2010	3.75 to 1.00
August 1, 2010 to October 31, 2010	3.75 to 1.00
November 1, 2010 to January 31, 2011	3.75 to 1.00
February 1, 2011 to April 30, 2011	3.50 to 1.00
May 1, 2011 to July 31, 2011	3.50 to 1.00
August 1, 2011 to October 31, 2011	3.50 to 1.00
November 1, 2011 to January 31, 2012	3.50 to 1.00
February 1, 2012 to April 30, 2012	3.25 to 1.00
May 1, 2012 and thereafter	3.25 to 1.00

          10.10 Capital Expenditures.

          (a) Neither Holdings, nor the Company will, nor will they permit any of the Restricted Subsidiaries to, make any Capital Expenditures (other than Permitted Acquisitions that constitute Capital Expenditures), that would cause the aggregate amount of such Capital Expenditures made by the Company and the Restricted Subsidiaries in any fiscal year of the Company to exceed $75,000,000 (such amount, together with the carry-forward amount (as defined clause (b) below) for such fiscal year, the “Permitted Capital Expenditure Amount”).

          (b) To the extent that Capital Expenditures (other than Permitted Acquisitions that constitute Capital Expenditures) made by the Company and the Restricted Subsidiaries during any fiscal year are less than the Permitted Capital Expenditure Amount for such fiscal year, 100% of such unused amount (each such amount, a “carry-forward amount”) may be carried forward to the immediately succeeding

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fiscal year and utilized to make such Capital Expenditures in such immediately succeeding fiscal year; provided that no carry-forward amount may be carried forward beyond the first fiscal year immediately succeeding the fiscal year in which it arose.

          Notwithstanding the foregoing, the Permitted Capital Expenditure Amount for any fiscal year shall be reduced at the time of and in the amount of any Investment made pursuant to clause (B) of Section 10.5(i) during such fiscal year.

          10.11 Changes in Business. (a) The Company and the Subsidiaries, taken as a whole, will not fundamentally and substantively alter the character of their business, taken as a whole, from the business conducted by the Company and the Subsidiaries, taken as a whole, on the Closing Date and other business activities incidental or related to any of the foregoing.

          10.12 Limitation on Activities of Holdings. Notwithstanding anything to the contrary in this Agreement or any other Credit Document, Holdings shall not (a) conduct, transact or otherwise engage in, or commit to conduct, transact or otherwise engage in, any business or operations other than those incidental to its ownership of the Stock and Stock Equivalents of the Company, the performance of the Acquisition Agreement and the other agreements contemplated by the Acquisition Agreement, any public offering of its Stock and any transaction that Holdings is permitted to enter into or consummate under this Section 10, (b) incur, create, assume or suffer to exist any Lien or Indebtedness or other liabilities or financial obligations (other than those described in clause (a) above), except (i) nonconsensual obligations imposed by operation of law, (ii) pursuant to the Credit Documents to which it is a party and the Senior Notes Indenture (iii) obligations with respect to its Stock and Stock Equivalents, (iv) any Qualified PIK Securities or (v) any Indebtedness permitted to be incurred by Holdings pursuant to Sections 10.1(A) (a), (b), (d), (e), (h), (i), (j), (k), (l), (n) (on an unsecured basis) and (o), or (c) own, lease manage or otherwise operate any properties or assets (including cash (other than cash received in connection with dividends made by the Company in accordance with Section 10.6 pending application in the manner contemplated by said Section) and cash equivalents) other than the ownership of Stock or Stock Equivalents of the Company

          10.13 Limitation on Activities of the Lux Borrower. Notwithstanding anything to the contrary in this Agreement or any other Credit Document, the Lux Borrower shall not (a) conduct, transact or otherwise engage in, or commit to conduct, transact or otherwise engage in, any business or operations other than those incidental to the performance of its obligations under this Agreement or any other Credit Document, the making of the Lux Intercompany Loans and the maintenance of its corporate existence, (b) incur, create, assume or suffer to exist any Lien or Indebtedness or other liabilities or financial obligations (other than those described in clause (a) above), except (i) nonconsensual obligations imposed by operation of law and (ii) operating expenses incurred in the ordinary course of business and other customary corporate overhead costs and expenses, or (c) own, lease manage or otherwise operate any properties or assets (including cash (other than cash received in connection with Investments made to it in

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accordance with Section 10.5(g) pending application in the manner contemplated by said Section or cash received by it under the Lux Intercompany Loans pending application in the manner provided in Section 10.5(g)) and cash equivalents) other than the Lux Intercompany Loans.

          SECTION 11. Events of Default.

          Upon the occurrence of any of the following specified events (each an “Event of Default”):

          11.1 Payments. Any Borrower shall (a) default in the payment when due of any principal of the Loans or (b) default, and such default shall continue for five or more days, in the payment when due of any interest or stamping fees on the Loans or any Fees or any Unpaid Drawings or of any other amounts owing hereunder or under any other Credit Document; or

          11.2 Representations, etc. Any representation, warranty or statement made or deemed made by any Credit Party herein or in any Security Document or any certificate delivered or required to be delivered pursuant hereto or thereto shall prove to be untrue in any material respect on the date as of which made or deemed made; or

          11.3 Covenants. Any Credit Party shall:

          (a) default in the due performance or observance by it of any term, covenant or agreement contained in Section 9.1(e) or Section 10; or

          (b) default in the due performance or observance by it of any term, covenant or agreement (other than those referred to in Section 11.1 or 11.2 or clause (a) of this Section 11.3) contained in this Agreement, any Security Document or the Fee Letter dated August 14, 2005 between the Parent and the Agents and such default shall continue unremedied for a period of at least 30 days after receipt of written notice by the Company from the Administrative Agents or the Required Lenders; or

          11.4 Default Under Other Agreements. (a) Any of Holdings, the Company or any of the Restricted Subsidiaries shall (i) default in any payment with respect to any Indebtedness (other than the Obligations) in excess of $35,000,000 in the aggregate, for Holdings, the Company and such Restricted Subsidiaries, beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created or (ii) default in the observance or performance of any agreement or condition relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist (other than, with respect to Indebtedness consisting of any Hedge Agreements, termination events or equivalent events pursuant to the terms of such Hedge Agreements), the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, any such Indebtedness to become due prior to its stated

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maturity; or (b) without limiting the provisions of clause (a) above, any such Indebtedness shall be declared to be due and payable, or required to be prepaid other than by a regularly scheduled required prepayment or as a mandatory prepayment (and, with respect to Indebtedness consisting of any Hedge Agreements, other than due to a termination event or equivalent event pursuant to the terms of such Hedge Agreements), prior to the stated maturity thereof; or

          11.5 Bankruptcy. Any of Holdings, any Borrower or any Specified Subsidiary shall commence a voluntary case, proceeding or action concerning itself under (a) Title 11 of the United States Code entitled “Bankruptcy,” or (b) in the case of any Non-U.S. Subsidiary that is a Specified Subsidiary, any domestic or foreign law relating to bankruptcy, judicial management, insolvency reorganization or relief of debtors legislation of its jurisdiction of incorporation, in each case as now or hereafter in effect, or any successor thereto (collectively, the “Bankruptcy Code”); or an involuntary case, proceeding or action is commenced against any of Holdings, any Borrower or any Specified Subsidiary and the petition is not controverted within 10 days after commencement of the case, proceeding or action; or an involuntary case, proceeding or action is commenced against any of Holdings, any Borrower or any Specified Subsidiary and the petition is not dismissed within 60 days after commencement of the case, proceeding or action; or a custodian (as defined in the Bankruptcy Code) judicial manager, receiver, receiver manager, trustee or similar person is appointed for, or takes charge of, all or substantially all of the property of any of Holdings, any Borrower or any Specified Subsidiary; or any of Holdings, any Borrower or any Specified Subsidiary commences any other proceeding or action under any reorganization, arrangement, judicial management, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or similar law of any jurisdiction whether now or hereafter in effect relating to any of Holdings, any Borrower or any Specified Subsidiary; or there is commenced against any of Holdings, any Borrower or any Specified Subsidiary any such proceeding or action that remains undismissed for a period of 60 days; or any of Holdings, any Borrower or any Specified Subsidiary is adjudicated insolvent or bankrupt; or any order of relief or other order approving any such case or proceeding or action is entered; or any of Holdings, any Borrower or any Specified Subsidiary suffers any appointment of any custodian, judicial manager, receiver, receiver manager, trustee or the like for it or any substantial part of its property to continue undischarged or unstayed for a period of 60 days; or any of Holdings, any Borrower or any Specified Subsidiary makes a general assignment for the benefit of creditors; or any corporate action is taken by any of Holdings, any Borrower or any Specified Subsidiary for the purpose of effecting any of the foregoing; or

          11.6 ERISA. (a) Any Plan shall fail to satisfy the minimum funding standard required for any plan year or part thereof or a waiver of such standard or extension of any amortization period is sought or granted under Section 412 of the Code; any Plan is or shall have been terminated or is the subject of termination proceedings under ERISA (including the giving of written notice thereof); an event shall have occurred or a condition shall exist in either case entitling the PBGC to terminate any Plan

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or to appoint a trustee to administer any Plan (including the giving of written notice thereof); any Plan shall have an accumulated funding deficiency (whether or not waived); any of Holdings, any Borrower or any Subsidiary or any ERISA Affiliate has incurred or is likely to incur a liability to or on account of a Plan under Section 409, 502(i), 502(l), 515, 4062, 4063, 4064, 4069, 4201 or 4204 of ERISA or Section 4971 or 4975 of the Code (including the giving of written notice thereof); (b) there could result from any event or events set forth in clause (a) of this Section 11.6 the imposition of a lien, the granting of a security interest, or a liability, or the reasonable likelihood of incurring a lien, security interest or liability; and (c) such lien, security interest or liability will or would be reasonably likely to have a Material Adverse Effect; or

          11.7 Guarantee. Any Guarantee provided by Holdings, the Company or any Material Subsidiary or any material provision thereof shall cease to be in full force or effect or any such Guarantor thereunder or any Credit Party shall deny or disaffirm in writing any such Guarantor’s obligations under any such Guarantee (or any of the foregoing shall occur with respect to a Guarantee provided by a Subsidiary that is not a Material Subsidiary and shall continue unremedied for a period of at least 30 days after receipt of written notice by the Company from any Administrative Agent, the Collateral Agent or the Required Lenders); or

          11.8 Pledge Agreements. Any Pledge Agreement pursuant to which the Stock or Stock Equivalents of the Company or any Material Subsidiary is pledged or any material provision thereof shall cease to be in full force or effect (other than pursuant to the terms hereof or thereof or as a result of acts or omissions of the Collateral Agent or any Lender) or any pledgor thereunder or any Credit Party shall deny or disaffirm in writing any pledgor’s obligations under any such Pledge Agreement(or any of the foregoing shall occur with respect to a pledge of the Stock or Stock Equivalents of a Subsidiary that is not a Material Subsidiary and shall continue unremedied for a period of at least 30 days after receipt of written notice by the Company from any Administrative Agent, the Collateral Agent or the Required Lenders); or

          11.9 Security Agreement. Any Security Agreement pursuant to which the assets of Holdings, the Company or any Material Subsidiary are pledged as Collateral or any material provision thereof shall cease to be in full force or effect (other than pursuant to the terms hereof or thereof or as a result of acts or omissions of the Collateral Agent or any Lender) or any grantor thereunder or any Credit Party shall deny or disaffirm in writing any grantor’s obligations under any such Security Agreement(or any of the foregoing shall occur with respect to Collateral provided by a Subsidiary that is not a Material Subsidiary and shall continue unremedied for a period of at least 30 days after receipt of written notice by the Company from any Administrative Agent, the Collateral Agent or the Required Lenders); or

          11.10 Mortgages. Any Mortgage or any material provision of any Mortgage relating to any material portion of the Collateral shall cease to be in full force or effect (other than pursuant to the terms hereof or thereof or as a result of acts or omissions of the Collateral Agent or any Lender) or any mortgagor thereunder or any

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Credit Party shall deny or disaffirm in writing any mortgagor’s obligations under any Mortgage; or

          11.11 Judgments. One or more judgments or decrees shall be entered against Holdings, the Company or any of the Restricted Subsidiaries involving a liability of $35,000,000 or more in the aggregate for all such judgments and decrees for Holdings, the Company and the Restricted Subsidiaries (to the extent not paid or fully covered by insurance provided by a carrier not disputing coverage) and any such judgments or decrees shall not have been satisfied, vacated, discharged or stayed or bonded pending appeal within 60 days from the entry thereof; or

          11.12 Change of Control. A Change of Control shall occur;

then, and in any such event, and at any time thereafter, if any Event of Default shall then be continuing, the Administrative Agents shall, upon the written request of the Required Lenders, by written notice to the Company, take any or all of the following actions, without prejudice to the rights of any Administrative Agent or any Lender to enforce its claims against any Borrower, except as otherwise specifically provided for in this Agreement (provided that, if an Event of Default specified in Section 11.5 shall occur with respect to any of Holdings, any Borrower or any Specified Subsidiary, the result that would occur upon the giving of written notice by any Administrative Agent as specified in clauses (i), (ii) and (iv) below shall occur automatically without the giving of any such notice): (i) declare the Total Revolving Credit Commitment terminated, whereupon the Commitments and Swingline Commitment, if any, of each Lender or the Swingline Lender, as the case may be, shall forthwith terminate immediately and any Fees theretofore accrued shall forthwith become due and payable without any other notice of any kind; (ii) declare the principal of and any accrued interest and fees in respect of all Loans and all Obligations owing hereunder and thereunder to be, whereupon the same shall become, forthwith due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by Holdings and each Borrower; (iii) terminate any Letter of Credit that may be terminated in accordance with its terms; and/or (iv) direct any Borrower to pay (and each Borrower agrees that upon receipt of such notice, or upon the occurrence of an Event of Default specified in Section 11.5 with respect to any of Holdings, any Borrower or any Specified Subsidiary, it will pay) to the Asian Administrative Agent at its Administrative Agent’s Office such additional amounts of cash, to be held as security for the Borrowers’ respective reimbursement obligations for Drawings that may subsequently occur thereunder, equal to the aggregate Stated Amount of all Letters of Credit issued and then outstanding.

          11.13 Investors’ Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 11.3(a), in the event that the Company fails to comply with the requirement of the covenant set forth in Section 10.9, until the expiration of the tenth day after the date on which Section 9.1 Financials with respect to the Test Period in which the covenant set forth in Section 10.9 is being measured are required to be delivered pursuant to Section 9.1, any of the Investors shall have the right to make a direct or indirect equity investment in the Company or any Restricted Subsidiary in cash

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(the “Cure Right”), and upon the receipt by such Person of Net Cash Proceeds pursuant to the exercise of the Cure Right (including through the capital contribution of any such Net Cash Proceeds to such person, the “Cure Amount”), the covenant set forth in Section 10.9 shall be recalculated, giving effect to a pro forma increase to Consolidated EBITDA for such Test Period in an amount equal to such Net Cash Proceeds; provided that such pro forma adjustment to Consolidated EBITDA shall be given solely for the purpose of determining the existence of a Default or an Event of Default under the covenant set forth in Section 10.9 with respect to any Test Period that includes the fiscal quarter for which such Cure Right was exercised and not for any other purpose under any Credit Document.

          (b) If, after the exercise of the Cure Right and the recalculations pursuant to clause (a) above, the Company shall then be in compliance with the requirements of the covenant set forth in Section 10.9 during such Test Period (including for purposes of Section 7.1), the Company shall be deemed to have satisfied the requirements the covenant set forth in Section 10.9 as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable Default or Event of Default under Section 11.3 that had occurred shall be deemed cured; provided that (i) in each Test Period there shall be at least one fiscal quarter in which no Cure Right is exercised and (ii) with respect to any exercise of the Cure Right, the Cure Amount shall be no greater than the amount required to cause the Company to be in compliance with the covenant set forth in Section 10.9.

          SECTION 12. The Agents.

          12.1 Appointment. (a) Each Tranche B-1 Term Loan Lender hereby irrevocably designates and appoints the Tranche B-1 Term Loan Administrative Agent as the agent of such Tranche B-1 Term Loan Lender under this Agreement and the other Credit Documents, and each such Tranche B-1 Term Loan Lender irrevocably authorizes the Tranche B-1 Term Loan Administrative Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Tranche B-1 Term Loan Administrative Agent by the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Tranche B-1 Term Loan Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Document or otherwise exist against the Tranche B-1 Term Loan Administrative Agent.

          (b) Each Revolving Credit Lender and each Tranche B-2 Term Loan Lender hereby irrevocably designates and appoints the Asian Administrative Agent as the agent of such Lender under this Agreement and the other Credit Documents, and each such Revolving Credit Lender and each Tranche B-2 Term Loan Lender irrevocably

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authorizes the Asian Administrative Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Asian Administrative Agent by the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Asian Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Document or otherwise exist against the Asian Administrative Agent.

          (c) Each Administrative Agent, each Lender, each Swingline Lender and the Letter of Credit Issuer hereby irrevocably designates and appoints the Collateral Agent as the agent of such Administrative Agent, Lender, Swingline Lender and Letter of Credit Issuer under this Agreement and the other Credit Documents, and each such Administrative Agent, Lender, Swingline Lender and Letter of Credit Issuer irrevocably authorizes the Collateral Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Collateral Agent by the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Collateral Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Administrative Agent, Lender, Swingline Lender or Letter of Credit Issuer, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Document or otherwise exist against the Collateral Agent. Each of the Syndication Agent and the Documentation Agent, each in its capacity as such, shall not have any obligations, duties or responsibilities under this Agreement but shall be entitled to all benefits of this Section 12.

          (d) Each of the Syndication Agent and the Documentation Agent, each in its capacity as such, shall not have any obligations, duties or responsibilities under this Agreement but shall be entitled to all benefits of this Section 12.

          12.2 Delegation of Duties. Each Agent may execute any of its duties under this Agreement and the other Credit Documents by or through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. No Agent shall be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by it with reasonable care.

          12.3 Exculpatory Provisions. Neither any Administrative Agent nor the Collateral Agent nor any of their respective officers, directors, employees, agents, attorneys-in-fact or Affiliates shall be (a) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any other Credit Document (except for its or such Person’s own gross negligence or willful

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misconduct) or (b) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by any of Holdings, any Borrower, any Guarantor, any other Credit Party or any officer thereof contained in this Agreement or any other Credit Document or in any certificate, report, statement or other document referred to or provided for in, or received by such Administrative Agent or the Collateral Agent under or in connection with, this Agreement or any other Credit Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Credit Document or for any failure of any of Holdings, any Borrower, any Guarantor or any other Credit Party to perform its obligations hereunder or thereunder. No Administrative Agent shall be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Credit Document, or to inspect the properties, books or records of any Credit Party. The Collateral Agent shall not be under any obligation to any Administrative Agent, any Lender, any Swingline Lender or the Letter of Credit Issuer to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Credit Document, or to inspect the properties, books or records of any Credit Party.

          12.4 Reliance by Agents. Each Administrative Agent and the Collateral Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, resolution, notice, consent, certificate, affidavit, letter, telecopy, telex or teletype message, statement, order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel (including counsel to the Borrowers), independent accountants and other experts selected by such Administrative Agent or Collateral Agent. Each Administrative Agent may deem and treat the Lender specified in the Register with respect to any amount owing hereunder as the owner thereof for all purposes unless a written notice of assignment, negotiation or transfer thereof shall have been filed with such Administrative Agent. Each Administrative Agent and the Collateral Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Credit Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action. Each Administrative Agent and the Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Credit Documents in accordance with a request of the Required Lenders, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Loans.

          12.5 Notice of Default. No Administrative Agent or the Collateral Agent shall be deemed to have knowledge or notice of the occurrence of any Default or Event of Default hereunder unless such Administrative Agent or the Collateral Agent has received notice from a Lender or a Borrower referring to this Agreement, describing such

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Default or Event of Default and stating that such notice is a “notice of default”. In the event that the Tranche B-1 Term Loan Administrative Agent receives such a notice, it shall give notice thereof to the Tranche B-1 Term Loan Lenders, the Asian Administrative Agent and the Collateral Agent. In the event that the Asian Administrative Agent receives such a notice, it shall give notice thereof to the Revolving Lenders, the Tranche B-2 Term Loan Lenders, the Tranche B-1 Term Loan Administrative Agent and the Collateral Agent. Each Administrative Agent shall take such action with respect to such Default or Event of Default as shall be reasonably directed by the Required Lenders, provided that unless and until such Administrative Agent shall have received such directions, the Tranche B-1 Term Loan Administrative Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable in the best interests of the Tranche B-1 Term Loan Lenders and the Asian Administrative Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable in the best interests of the Revolving Lenders and the Tranche B-2 Term Loan Lenders (in each case, except to the extent that this Agreement requires that such action be taken only with the approval of the Required Lenders or each of the Lenders, as applicable).

          12.6 Non-Reliance on Administrative Agents, Collateral Agent and Other Lenders. Each Lender expressly acknowledges that neither any Administrative Agent nor the Collateral Agent nor any of their respective officers, directors, employees, agents, attorneys-in-fact or Affiliates has made any representations or warranties to it and that no act by any Administrative Agent or the Collateral Agent hereinafter taken, including any review of the affairs of Holdings, any Borrower, any Guarantor or any other Credit Party, shall be deemed to constitute any representation or warranty by such Administrative Agent or the Collateral Agent to any Lender Swingline Lender or the Letter of Credit Issuer. Each Lender Swingline Lender and Letter of Credit Issuer represents to each Administrative Agent and the Collateral Agent that it has, independently and without reliance upon any Administrative Agent, the Collateral Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, operations, property, financial and other condition and creditworthiness of Holdings, any Borrower, any Guarantor and any other Credit Party and made its own decision to make its Loans hereunder and enter into this Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative Agent, the Collateral Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Credit Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of Holdings, any Borrower, any Guarantor and any other Credit Party. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agents hereunder, neither any Administrative Agent nor the Collateral Agent shall have any duty or responsibility to provide any Lender with any credit or other information

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concerning the business, assets, operations, properties, financial condition, prospects or creditworthiness of Holdings, any Borrower, any Guarantor or any other Credit Party that may come into the possession of such Administrative Agent or the Collateral Agent any of their respective officers, directors, employees, agents, attorneys-in-fact or Affiliates.

          12.7 Indemnification. The Lenders agree to indemnify each Administrative Agent and the Collateral Agent, each in its capacity as such (to the extent not reimbursed by the Borrowers and without limiting the obligation of the Borrowers to do so), ratably according to their respective portions of the Total Credit Exposure in effect on the date on which indemnification is sought (or, if indemnification is sought after the date upon which the Commitments shall have terminated and the Loans shall have been paid in full, ratably in accordance with their respective portions of the Total Credit Exposure in effect immediately prior to such date), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever that may at any time (including at any time following the payment of the Loans) be imposed on, incurred by or asserted against any Administrative Agent or the Collateral Agent in any way relating to or arising out of, the Commitments, this Agreement, any of the other Credit Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by such Administrative Agent or the Collateral Agent under or in connection with any of the foregoing, provided that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such Administrative Agent’s or the Collateral Agent’s gross negligence or willful misconduct. The agreements in this Section 12.7 shall survive the payment of the Loans and all other amounts payable hereunder.

          12.8 Administrative Agent in its Individual Capacity. Each Administrative Agent and its Affiliates may make loans to, accept deposits from and generally engage in any kind of business with Holdings, any Borrower, any Guarantor, and any other Credit Party as though such Administrative Agent were not the Administrative Agent hereunder and under the other Credit Documents. With respect to the Loans made by it, each Administrative Agent shall have the same rights and powers under this Agreement and the other Credit Documents as any Lender and may exercise the same as though it were not the Administrative Agent, and the terms “Lender” and “Lenders” shall include each Administrative Agent in its individual capacity.

          12.9 Successor Agents. Each Administrative Agent may resign as Administrative Agent and the Collateral Agent may resign as Collateral Agent upon 20 days’ prior written notice to the Lenders and the Company. If any Administrative Agent shall resign as Administrative Agent or the Collateral Agent shall resign as Collateral Agent under this Agreement and the other Credit Documents, then the Required Lenders shall (a) if such resigning Administrative Agent is the Tranche B-1 Term Loan Administrative Agent, appoint from among the Tranche B-1 Term Loan Lenders a successor agent for the Tranche B-1 Term Loan Lenders, (b) if such resigning Administrative Agent is the Asian Administrative Agent, appoint from among the

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Revolving Lenders and the Tranche A-2 Term Loan Lenders a successor agent for the Revolving Lenders and Tranche B-2 Term Loan Lenders or (c) if the Collateral Agent shall resign, appoint from among the Lenders a successor Collateral Agent, which successor agent in each case, shall be approved by the Company (which approval shall not be unreasonably withheld) so long as no Default or Event of Default is continuing, whereupon such successor agent shall succeed to the rights, powers and duties of the Tranche B-1 Term Loan Administrative Agent, Asian Agent or the Collateral Agent, as the case may be, and the term “Tranche B-1 Term Loan Administrative Agent”, “Asian Administrative Agent” or “Collateral Agent”, as the case may be, shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s or Collateral Agent’s rights, powers and duties as Administrative Agent or Collateral Agent, as the case may be, shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or Collateral Agent, as the case may be, or any of the parties to this Agreement or any holders of the Loans. After any retiring Administrative Agent’s or Collateral Agent’s resignation as Administrative Agent or Collateral Agent, as the case may be, the provisions of this Section 12 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent or Collateral Agent under this Agreement and the other Credit Documents.

          12.10 Withholding Tax. To the extent required by any applicable law, any Administrative Agent may withhold from any interest payment to any Lender an amount equivalent to any applicable withholding tax. If the Internal Revenue Service or any authority of the United States or other jurisdiction asserts a claim that such Administrative Agent did not properly withhold tax from amounts paid to or for the account of any Lender (because the appropriate form was not delivered, was not properly executed, or because such Lender failed to notify such Administrative Agent of a change in circumstances which rendered the exemption from, or reduction of, withholding tax ineffective, or for any other reason), such Lender shall indemnify such Administrative Agent (to the extent that such Administrative Agent has not already been reimbursed by the Borrowers and without limiting the obligation of the Borrowers to do so) fully for all amounts paid, directly or indirectly, by such Administrative Agent as tax or otherwise, including penalties and interest, together with all expenses incurred, including legal expenses, allocated staff costs and any out of pocket expenses.

          12.11 Security Documents.

          (a) Japanese Security Documents. (i) each Administrative Agent, each Lender, each Swingline Lender and the Letter of Credit Issuer irrevocably appoints the Collateral Agent to be its attorney and in its name, on its behalf to execute, deliver and perfect all documents and do all things which the Collateral Agent may, in its absolute discretion, consider necessary or desirable in connection with any Japanese Security Documents; (ii) at the Collateral Agent’s request, each Administrative Agent, each Lender, each Swingline Lender and the Letter of Credit Issuer shall ratify and confirm all things done and all Japanese Security Documents executed by the Collateral Agent and further confirm that it accepts the terms of such Japanese Security Document; (iii) the Secured Parties will procure the enforcement of the Japanese Security Documents only at

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the request of the Collateral Agent; (iv) in relation to the manner of enforcement (apart from the decision or right to commence an enforcement, which shall be in accordance with the other provisions hereof) of the Japanese Security Documents, the Secured Parties will always act on the directions of the Collateral Agent; and (v) all amounts received by a Secured Party pursuant to any enforcement of the Japanese Security Documents shall be immediately paid to the Collateral Agent for application in accordance with the terms of the relevant Japanese Security Document save that any Secured Party instructed by the Collateral Agent to enforce any Japanese Security Document in accordance with this clause (v) shall be entitled to deduct from the proceeds of each enforcement its costs, charges and expenses incurred in connection with such enforcement prior to paying the proceeds of such enforcement to the Collateral Agent in accordance with the terms of the relevant Japanese Security Document.

          (b) Malaysian Security Agency Agreement. Each Lender hereby agrees with each other Person who is or who becomes a party to the Malaysian Security Agency Agreement that it will be bound by the Malaysian Security Agreement as a Secured Party.

          SECTION 13. Miscellaneous.

          13.1 Amendments and Waivers. Neither this Agreement nor any other Credit Document, nor any terms hereof or thereof may be amended, supplemented or modified except in accordance with the provisions of this Section 13.1. The Required Lenders may, or, with the written consent of the Required Lenders, the Administrative Agents may, from time to time, (a) enter into with the relevant Credit Party or Credit Parties written amendments, supplements or modifications hereto and to the other Credit Documents for the purpose of adding any provisions to this Agreement or the other Credit Documents or changing in any manner the rights of the Lenders or of the Credit Parties hereunder or thereunder or (b) waive, on such terms and conditions as the Required Lenders or the Administrative Agents, as the case may be, may specify in such instrument, any of the requirements of this Agreement or the other Credit Documents or any Default or Event of Default and its consequences; provided that no such waiver and no such amendment, supplement or modification shall directly (i) forgive or reduce any portion of any Loan or extend the final scheduled maturity date of any Loan or reduce the stated rate, or forgive any portion, or extend the date for the payment, of any interest or fee payable hereunder (other than as a result of waiving the applicability of any post-default increase in interest rates), or extend the final expiration date of any Lender’s Commitment or extend the final expiration date of any Letter of Credit beyond the L/C Maturity Date, or increase the aggregate amount of the Commitments of any Lender, or amend or modify any provisions of Section 5.3(a) (with respect to the ratable allocation of any payments only) and 13.8(a), in each case without the written consent of each Lender directly and adversely affected thereby, or (ii) amend, modify or waive any provision of this Section 13.1 or reduce the percentages specified in the definitions of the terms “Required Lenders”, “Required Tranche B Term Loan Lenders” or consent to the assignment or transfer by any Borrower of its rights and obligations under any Credit Document to which it is a party (except as permitted pursuant to Section 10.3), in each

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case without the written consent of each Lender directly and adversely affected thereby, or (iii) amend, modify or waive any provision of Section 12 without the written consent of the then-current Administrative Agent, or (iv) amend, modify or waive any provision of Section 3 with respect to any Letter of Credit without the written consent of the Letter of Credit Issuer, or (v) amend, modify or waive any provisions hereof relating to Multi-Currency Swingline Loans without the written consent of the Multi-Currency Swingline Lender, or (vi) amend, modify or waive any provisions hereof relating to Malaysian Swingline Loans without the written consent of the Malaysian Swingline Lender, or (vii) change any Revolving Credit Commitment to a Term Loan Commitment, or change any Term Loan Commitment to a Revolving Credit Commitment, in each case without the prior written consent of each Lender directly and adversely affected thereby, or (viii) release all or substantially all of the Guarantors under the Guarantee (except as expressly permitted by the Guarantee) or release all or substantially all of the Collateral under the Pledge Agreements, the Security Agreements and the Mortgages, in each case without the prior written consent of each Lender, or (ix) amend Section 2.9 so as to permit Interest Period intervals greater than six months without regard to availability to Lenders, without the written consent of each Lender directly and adversely affected thereby, or (x) decrease any Tranche B Repayment Amount, extend any scheduled Repayment Date or decrease the amount or allocation of any mandatory prepayment to be received by any Lender holding any Tranche B Term Loans, in each case without the written consent of the Required Tranche B Term Loan Lenders. Any such waiver and any such amendment, supplement or modification shall apply equally to each of the affected Lenders and shall be binding upon the Borrowers, such Lenders, the Administrative Agents and all future holders of the affected Loans. In the case of any waiver, the Borrowers, the Lenders and the Administrative Agents shall be restored to their former positions and rights hereunder and under the other Credit Documents, and any Default or Event of Default waived shall be deemed to be cured and not continuing, it being understood that no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereon.

          13.2 Notices. Except as set forth in Section 13.20, all notices, requests and demands to or upon the respective parties hereto to be effective shall be in writing (including by facsimile or electronic mail), and, unless otherwise expressly provided herein, shall be deemed to have been duly given or made when delivered, or three days after being deposited in the mail, postage prepaid, or, in the case of telecopy or electronic mail notice, when received, addressed as follows in the case of the Borrowers and the Administrative Agent, and as set forth on Schedule 1.1(c) in the case of the other parties hereto, or to such other address as may be hereafter notified by the respective parties hereto:

Any Credit Party:	c/o Avago Technologies Finance Pte. Ltd.
	350 W. Trimble Rd.
	San Jose, California 95123
	Attention: Mercedes Johnson, Chief Financial Officer
	Fax: 408-435-4133

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	Email: mercedes_johnson@non.agilent.com
	with a copy to:
	Kohlberg Kravis Roberts & Co., L.P.
	9 West 57th Street
	Suite 4200
	New York, New York 10019
	Attention: Simon Brown
	Fax: 212-750-0003
	Email: brows@kkr.com
The Tranche B-1 Administrative
Agent or the Collateral Agent:	Citicorp North America, Inc.
	Global Loans Support Services
	2 Penns Way, Suite 110
	New Castle, Delaware 19720
	Attention: Lisa Rodrigues
	Fax: 212-994-0961
	Email: lisa.m1.rodrigues@citigroup.com
The Asian Administrative Agent:	Citicorp International Limited
	13/F, Two Harbourfront
	22 Tak Fung Street
	Hunghom, Kowloon,
	Hong Kong
	Attention: Loan Agency
	Fax:
	Email:

provided that any notice, request or demand to or upon any Administrative Agent or the Lenders pursuant to Sections 2.3, 2.6, 2.9, 4.2 and 5.1 shall not be effective until received.

          13.3 No Waiver; Cumulative Remedies. No failure to exercise and no delay in exercising, on the part of any Administrative Agent, the Collateral Agent or any Lender, any right, remedy, power or privilege hereunder or under the other Credit Documents shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law.

          13.4 Survival of Representations and Warranties. All representations and warranties made hereunder, in the other Credit Documents and in any document, certificate or statement delivered pursuant hereto or in connection herewith shall survive the execution and delivery of this Agreement and the making of the Loans hereunder.

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          13.5 Payment of Expenses and Taxes. The Company agrees (a) to pay or reimburse the Agents for all their reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees, disbursements and other charges of counsel to the Agents, (b) to pay or reimburse each Lender and Agent for all its reasonable and documented costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Documents and any such other documents, including the reasonable fees, disbursements and other charges of counsel to each Lender and of counsel to the Agents, (c) to pay, indemnify, and hold harmless each Lender and Agent from, any and all recording and filing fees and (d) to pay, indemnify, and hold harmless each Lender and Agent and their respective directors, officers, employees, trustees, investment advisors and agents from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, including reasonable and documented fees, disbursements and other charges of counsel, with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Credit Documents and any such other documents, including, without limitation, any of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law or to any actual or alleged presence, release or threatened release of Hazardous Materials involving or attributable to the operations of the Company, any of its Subsidiaries or any of the Real Estate (all the foregoing in this clause (d), collectively, the “indemnified liabilities”), provided that the Company shall have no obligation hereunder to the Administrative Agents or any Lender nor any of their respective directors, officers, employees and agents with respect to indemnified liabilities to the extent attributable to (i) the gross negligence or willful misconduct of the party to be indemnified as determined in a final and non-appealable judgment by a court of competent jurisdiction or (ii) disputes among the Administrative Agents, the Lenders and/or their transferees. The agreements in this Section 13.5 shall survive repayment of the Loans and all other amounts payable hereunder.

          13.6 Successors and Assign; Participations and Assignments. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (including any Affiliate of the Letter of Credit Issuer that issues any Letter of Credit), except that (i) no Borrower may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by any Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section 13.6. Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby (including any Affiliate of the Letter of Credit Issuer that issues any Letter of Credit), Participants (to the extent provided in clause (c)

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of this Section 13.6) and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agents, the Letter of Credit Issuer and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

          (b) (i) Subject to the conditions set forth in clause (b)(ii) below, any Lender may assign to one or more assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans at the time owing to it) with the prior written consent (such consent not be unreasonably withheld or delayed; it being understood that, without limitation, the Company shall have the right to withhold its consent to any assignment if, in order for such assignment to comply with applicable law, any Borrower would be required to obtain the consent of, or make any filing or registration with, any Governmental Authority) of:

     (A) the Company (which consent shall not be unreasonably withheld or delayed), provided that no consent of the Company shall be required for an assignment to a Lender, an Affiliate of a Lender (unless increased costs would result therefrom except if an Event of Default under Section 11.1 or Section 11.5 has occurred and is continuing), an Approved Fund or, if an Event of Default under Section 11.1 or Section 11.5 has occurred and is continuing, any other assignee; and

     (B) in the case of Tranche B-1 Term Loan, the Tranche B-1 Term Loan Agent, in the case of any other Loan, the Asian Administrative Agent (in each case which consent shall not be unreasonably withheld or delayed), in the case of U.S. Dollar Revolving Credit Commitments or U.S. Revolving Credit Loans only, the Letter of Credit Issuer, in the case of Multi-Currency Revolving Credit Commitments or Multi-Currency Revolving Credit Loans only, the Multi-Currency Swingline Lender, and in the case of Malaysian Revolving Credit Commitments or Malaysian Revolving Credit Loans only, the Malaysian Swingline Lender, provided that no consent of any Administrative Agent, any Swingline Lender or the Letter of Credit Issuer, as applicable, shall be required for an assignment of (1) any Commitment to an assignee that is a Lender with a Commitment of the same Class immediately prior to giving effect to such assignment or (2) any Term Loan to a Lender, an Affiliate of a Lender or an Approved Fund.

     (ii) Assignments shall be subject to the following additional conditions:

     (A) except in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitment or

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Loans of any Class, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the applicable Administrative Agent) shall not be less than $5,000,000 (or, in the case of a Tranche B Term Loan Commitment or Tranche B Term Loan, $1,000,000), and increments of $1,000,000 in excess thereof, unless each of the Company and the applicable Administrative Agent otherwise consents (which consents shall not be unreasonably withheld or delayed), provided that no such consent of the Company shall be required if an Event of Default under Section 11.1 or Section 11.5 has occurred and is continuing; provided that contemporaneous assignments to a single assignee made by Affiliates of Lenders and related Approved Funds shall be aggregated for purposes of meeting the minimum assignment amount requirements stated above;

     (B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement, provided that this clause shall not be construed to prohibit the assignment of a proportionate part of all the assigning Lender’s rights and obligations in respect of one Class of Commitments or Loans;

     (C) the parties to each assignment shall execute and deliver to, in the case of Tranche B-1 Term Loan, the Tranche B-1 Administrative Agent, and in the case of any other Loan, the Asian Administrative Agent an Assignment and Acceptance, together with a processing and recordation fee of $3,500, provided that only one such fee shall be payable in the event of simultaneous assignments to or from two or more Approved Funds; and

     (D) the assignee, if it shall not be a Lender, shall deliver to the applicable Administrative Agent an administrative questionnaire in a form approved by such Administrative Agent (the “Administrative Questionnaire”).

          For the purpose of this Section 13.6(b), the term “Approved Fund” shall mean any Person (other than a natural person) that is engaged in making, purchasing, holding or investing in bank loans and similar extensions of credit in the ordinary course and that is administered, advised or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers, advises or manages a Lender.

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     (iii) Subject to acceptance and recording thereof pursuant to clause (b)(v) of this Section 13.6, from and after the effective date specified in each Assignment and Acceptance, the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Acceptance, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.10, 2.11, 3.5, 5.4 and 13.5). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 13.6 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with clause (c) of this Section 13.6.

     (iv) Each Administrative Agent, acting for this purpose as an agent of the Borrowers shall maintain at such Administrative Agent’s Office a copy of each Assignment and Acceptance delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amount of the Loans and any payment made by the Letter of Credit Issuer under any Letter of Credit owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). Further, each Register shall contain the name and address of such Administrative Agent and the lending office through which each such Person acts under this Agreement. The entries in the Register shall be conclusive, and the Borrowers, the Administrative Agents, the Letter of Credit Issuer and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrowers, the Letter of Credit Issuer and any Lender, at any reasonable time and from time to time upon reasonable prior notice.

     (v) Upon its receipt of a duly completed Assignment and Acceptance executed by an assigning Lender and an assignee and, if applicable, the Tranche B-2 Term Loan Lender, together with any Note (if the assigning Lender’s Loans are evidenced by a Note), the assignee’s completed Administrative Questionnaire (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in clause (b) of this Section 13.6 and any written consent to such assignment required by clause (b) of this Section 13.6, the applicable Administrative Agent shall accept such Assignment and Acceptance and record the information contained therein in the Register.

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     (vi) Tranche B-2 Funding Obligations.

     (A) Unless such assignee is at such time party to this agreement as a Tranche B-2 Lender, on the same Business Day on which an assignee of a Tranche B Term Loan receives written notice from the Asian Administrative Agent that Tranche B-2 Term Loans have been made under this Agreement (the “Tranche B-2 Funding Notice Date”), such assignee shall pay to the Asian Administrative Agent for the account of the assigning Term Loan Lender an amount equal to the Tranche B-2 Term Loan made by the Tranche B-2 Term Loan Lenders multiplied by the Tranche B- 2 Term Loan Percentage assigned to assignee pursuant to the Assignment and Acceptance in immediately available funds (the “Tranche B-2 Funding Obligations”); provided that if the Asian Administrative Agent so notifies such assignee after 11:00 a.m. (Hong Kong time), such assignee shall pay its Tranche B-2 Funding Obligations to the Asian Administrative Agent for the account of the assigning Term Loan Lender on the next succeeding Business Day in immediately available funds. Upon such payment by such assignee to the Asian Administrative Agent for the account of the assigning Term Loan Lender, such assignee will be deemed to have made a Tranche B-2 Term Loan to the Singaporean Borrower in the principal amount of such payment and shall have all rights and obligations of a Lender with respect to Tranche B-2 Term Loans under this Agreement.

     (B) If and to the extent that an assignee of a Tranche B Term Loan shall not have so paid its Tranche B-2 Funding Obligations as required by clause (A) above to the Asian Administrative Agent for the account of the assigning Term Loan Lender, such assignee agrees to pay to the Asian Administrative Agent for the account of the assigning Term Loan Lender forthwith on demand any such unpaid amount together with interest thereon, for the first Business Day after the Tranche B-2 Funding Notice Date at the Federal Funds Rate and, thereafter, until such amount is made available to the Asian Administrative Agent for the account of the assigning Term Loan Lender, at a rate per annum equal to the rate applicable to ABR Loans under this Agreement.

     (C) The assignee’s obligation to pay its Tranche B-2 Funding Obligations to the Asian Administrative Agent for the account of an assigning Term Loan Lender shall be absolute, unconditional and irrevocable and shall be performed strictly in accordance with the terms of this Agreement and the applicable Assignment and Acceptance, under any and all circumstances

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whatsoever, including the occurrence of any Default or Event of Default, and irrespective of any of the following: (1) any lack of validity or enforceability of any Credit Document or any term or provision therein; (2) any amendment or waiver of or any consent to departure from all or any of the provisions of any Credit Document; (3) the existence of any claim, set-off, defense or other right that such assignee or any Subsidiary or Affiliate thereof or any other Person may at any time have against the assigning Term Loan Lender, any Administrative Agent, any other Lender, any Credit Party or any other Person, whether in connection with this Agreement, any other Credit Document, the applicable Assignment and Acceptance or any other related or unrelated agreement or transaction; and (4) any other act or omission to act or delay of any kind of any Administrative Agent, the Lenders or any other Person or any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section 13.6(b)(vi), constitute a legal or equitable discharge of an assignee’s obligations hereunder.

          (c) (i) Any Lender may, without the consent of the Company, any Administrative Agent, the Letter of Credit Issuer or any Swingline Lender, sell participations to one or more banks or other entities (each, a “Participant”) in all or a portion of such Lender’s rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans owing to it), provided that (A) such Lender’s obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (C) the Borrowers, the Administrative Agents, the Letter of Credit Issuer and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement or any other Credit Document, provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the first proviso to Section 13.1 that affects such Participant. Subject to clause (c)(ii) of this Section 13.6, the Borrowers agree that each Participant shall be entitled to the benefits of Sections 2.10, 2.11 and 5.4 to the same extent as if it were a Lender (subject to the requirements of those Sections) and had acquired its interest by assignment pursuant to clause (b) of this Section 13.6. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 13.8(b) as though it were a Lender, provided such Participant agrees to be subject to Section 13.8(a) as though it were a Lender.

     (ii) A Participant shall not be entitled to receive any greater payment under Section 2.10 or 5.4 than the applicable Lender would have

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been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrowers’ prior written consent (which consent shall not be unreasonably withheld).

          (d) Any Lender may, without the consent of the Borrowers or any Administrative Agent, at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank, and this Section 13.6 shall not apply to any such pledge or assignment of a security interest, provided that no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto. In order to facilitate such pledge or assignment, the Borrowers hereby agree that, upon request of any Lender at any time and from time to time after any Borrower has made its initial borrowing hereunder, each Borrower shall provide to such Lender, at such Borrowers’ own expense, a promissory note, substantially in the form of Exhibit L-1 or L-2, as the case may be, evidencing the Tranche B Term Loans and New Tranche B Term Loans, and Revolving Credit Loans and Swingline Loans, respectively, owing by such Borrower to such Lender (each a “Note”).

          (e) Subject to Section 13.19, the Borrowers authorize each Lender to disclose to any Participant, secured creditor of such Lender or assignee (each a “Transferee”) and any prospective Transferee any and all financial information in such Lender’s possession concerning a Borrower and its Affiliates that has been delivered to such Lender by or on behalf of such Borrower and its Affiliates pursuant to this Agreement or which has been delivered to such Lender by or on behalf of such Borrower and its Affiliates in connection with such Lender’s credit evaluation of such Borrower and its Affiliates prior to becoming a party to this Agreement.

          13.7 Replacements of Lenders under Certain Circumstances. (a) The Company shall be permitted to replace any Lender that (a) requests reimbursement for amounts owing pursuant to Section 2.10, 2.12, 3.5 or 5.4, (b) is affected in the manner described in Section 2.10(a)(iii) and as a result thereof any of the actions described in such Section is required to be taken or (c) becomes a Defaulting Lender, with a replacement bank or other financial institution, provided that (i) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default shall have occurred and be continuing at the time of such replacement, (iii) the Borrowers shall repay (or the replacement bank or institution shall purchase, at par) all Loans and other amounts (other than any disputed amounts), pursuant to Section 2.10, 2.11, 2.12, 3.5 or 5.4, as the case may be) owing to such replaced Lender prior to the date of replacement, (iv) the replacement bank or institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent, (v) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 13.6 (provided that the Borrowers shall be obligated to pay the registration and processing fee referred to therein) and (vi) any such replacement shall

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not be deemed to be a waiver of any rights that the Borrowers, the Administrative Agents or any other Lender shall have against the replaced Lender.

          (b) If any Lender (such Lender, a “Non-Consenting Lender”) has failed to consent to a proposed amendment, waiver, discharge or termination which pursuant to the terms of Section 13.1 requires the consent of all of the Lenders affected and with respect to which the Required Lenders shall have granted their consent, then provided that no Event of Default then exists, the Company shall have the right (unless such Non-Consenting Lender grants such consent) to replace such Non-Consenting Lender by requiring such Non-Consenting Lender to assign its Loans, and its Commitments hereunder to one or more assignees reasonably acceptable to the Administrative Agents, provided that: (a) all Obligations of the Borrowers owing to such Non-Consenting Lender being replaced shall be paid in full to such Non-Consenting Lender concurrently with such assignment, and (b) the replacement Lender shall purchase the foregoing by paying to such Non-Consenting Lender a price equal to the principal amount thereof plus accrued and unpaid interest thereon. In connection with any such assignment, the Borrowers, the Administrative Agents, such Non-Consenting Lender and the replacement Lender shall otherwise comply with Section 13.6.

          13.8 Adjustments; Set-off. (a) If any Lender (a “benefited Lender”) shall at any time receive any payment of all or part of its Loans, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.5, or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender’s Loans, or interest thereon, such benefited Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender’s Loan, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest.

          (b) After the occurrence and during the continuance of an Event of Default, in addition to any rights and remedies of the Lenders provided by law, each Lender shall have the right, without prior notice to Holdings or any Borrower, any such notice being expressly waived by Holdings and the Borrowers to the extent permitted by applicable law, upon any amount becoming due and payable by the Borrowers hereunder (whether at the stated maturity, by acceleration or otherwise) to set-off and appropriate and apply against such amount any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such Lender or any branch or agency thereof to or for the credit or the account of the Borrowers. Each Lender agrees promptly to notify the Company and the Administrative Agents after any such set-off and application made

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by such Lender, provided that the failure to give such notice shall not affect the validity of such set-off and application.

          13.9 Counterparts. This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts (including by facsimile or other electronic transmission), and all of said counterparts taken together shall be deemed to constitute one and the same instrument. A set of the copies of this Agreement signed by all the parties shall be lodged with the Borrowers and the Administrative Agents.

          13.10 Severability. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

          13.11 Integration. This Agreement and the other Credit Documents represent the agreement of the Borrowers, the Collateral Agent, the Administrative Agents and the Lenders with respect to the subject matter hereof, and there are no promises, undertakings, representations or warranties by any Administrative Agent, Collateral Agent or any Lender relative to subject matter hereof not expressly set forth or referred to herein or in the other Credit Documents.

          13.12 Waiver of Judicial Bond. To the fullest extent permitted by applicable law, each Credit Party waives the requirement to post any bond or furnish any security for costs that otherwise may be required of any Secured Party in connection with any judicial proceeding to enforce such Secured Party’s rights to payment hereunder, security interest in or other rights to the Collateral or in connection with any other legal or equitable action or proceeding arising out of, in connection with, or related to this Agreement and the other Credit Documents to which it is a party.

          13.13 Waiver of Immunity. To the extent that any Borrower has, or hereafter may be entitled to claim or may acquire, for itself, any Collateral or other assets of the Credit Parties, any immunity (whether sovereign or otherwise) from suit, jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution or otherwise) with respect to itself, any Collateral or any other assets of the Credit Parties, such Borrower hereby waives such immunity in respect of its obligations hereunder and any other Credit Document to the fullest extent permitted by applicable Requirements of Law and, without limiting the generality of the foregoing, agrees that the waivers set forth in this Section 13.13 shall be effective to the fullest extent now or hereafter permitted under the Foreign Sovereign Immunities Act of 1976 (as amended, and together with any successor legislation) and are, and are intended to be, irrevocable for purposes thereof.

          13.14 Currency of Payment. (a) Each payment owing by any Borrower hereunder shall be made in the relevant currency specified herein or, if not specified

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herein, specified in any other Credit Document executed by the applicable Administrative Agent (the “Currency of Payment”) at the place specified herein (such requirement are of the essence of this Agreement). If, for the purpose of obtaining judgment in any court, it is necessary to convert a sum due hereunder in a Currency of Payment into another currency, the parties hereto agree that the rate of exchange used shall be the Exchange Rate on the Business Day preceding that on which final judgment is given, for delivery two Business Days thereafter. The obligations in respect of any sum due hereunder to any Secured Party shall, notwithstanding any adjudication expressed in a currency other than the Currency of Payment, be discharged only to the extent that, on the Business Day following receipt by such Secured Party of any sum adjudged to be so due in such other currency, such Secured Party may, in accordance with normal banking procedures, purchase the Currency of Payment with such other currency. Each Borrower agrees that (a) if the amount of the Currency of Payment so purchased is less than the sum originally due to such Secured Party in the Currency of Payment, as a separate obligation and notwithstanding the result of any such adjudication, such Borrower shall immediately pay the shortfall (in the Currency of Payment) to such Secured Party and (b) if the amount of the Currency of Payment so purchased exceeds the sum originally due to such Secured Party, such Secured Party shall promptly pay the excess over to such Borrower in the currency and to the extent actually received.

          (b) The Obligations owing to any Secured Party hereunder shall, notwithstanding any payment in a currency other than the Currency of Payment and notwithstanding any deemed conversion or replacement hereunder, be discharged only to the extent that, on the Business Day following receipt by such Secured Party of any amount in such other currency, such Secured Party may, in accordance with normal banking procedures, purchase the Currency of Payment with such other currency. Each Borrower agrees that (i) if the amount of the Currency of Payment so purchased is less than the sum originally due to such Secured Party in the Currency of Payment, as a separate obligation and notwithstanding the result of any such adjudication, such Borrower shall immediately pay the shortfall (in the Currency of Payment) to such Secured Party and (ii) if the amount of the Currency of Payment so purchased exceeds the sum originally due to such Secured Party, such Secured Party shall promptly pay the excess over to such Borrower in the currency and to the extent actually received.

          13.15 GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

          13.16 Submission to Jurisdiction; Waivers; Service of Process. Each of Holdings, the Company and each Borrower hereby irrevocably and unconditionally:

          (a) Submits for itself and its property in any legal action or proceeding relating to this Agreement and the other Credit Documents to which it is a party, or for recognition and enforcement of any judgment in respect thereof, to the non-exclusive

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general jurisdiction of the courts of the State of New York, the courts of the United States of America for the Southern District of New York and appellate courts from any thereof.

          (b) Consents that any such action or proceeding may be brought in such courts and waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same.

          (c) Other than the U.S. Borrowers, hereby irrevocably designates, appoints and empowers CT Corporation System (telephone number: 212-894-8600) (telecopy number: 212-894-8690) (address: 111 Eighth Avenue, New York, N.Y. 10011) (the “Process Agent”), in the case of any suit, action or proceeding brought in the United States as its designee, appointee and agent to receive, accept and acknowledge for and on its behalf, and in respect of its property, service of any and all legal process, summons, notices and documents that may be served in any action or proceeding arising out of or in connection with this Agreement or any other Credit Document. Such service may be made by mailing (by registered or certified mail, postage prepaid) or delivering a copy of such process to such Person in care of the Process Agent at the Process Agent’s above address, and such Person hereby irrevocably authorizes and directs the Process Agent to accept such service on its behalf. As an alternative method of service, each of Holdings, the Company and each Borrower irrevocably consents to the service of any and all process in any such action or proceeding by the mailing (by registered or certified mail, postage prepaid) of copies of such process to the Process Agent or such Person at its address specified in Section 13.2. Each of Holdings, Intermediate Holdings, the Company and each Borrower agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

          (d) Agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person at its address set forth in Section 13.2 or at such other address of which the Administrative Agents shall have been notified pursuant thereto.

          (e) Agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to sue in any other jurisdiction; and

          (f) Waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this Section 13.16 any special, exemplary, punitive or consequential damages.

          13.17 Acknowledgments. Each Borrower hereby acknowledges that:

          (a) it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Credit Documents;

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          (b) neither any Administrative Agent nor the Collateral Agent nor any Lender has any fiduciary relationship with or duty to any Borrower arising out of or in connection with this Agreement or any of the other Credit Documents, and the relationship between each Administrative Agent the Collateral Agent and Lenders, on one hand, and the Borrowers, on the other hand, in connection herewith or therewith is solely that of debtor and creditor; and

          (c) no joint venture is created hereby or by the other Credit Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders or among the Borrowers and the Lenders.

          13.18 WAIVERS OF JURY TRIAL. EACH BORROWER, EACH AGENT AND EACH LENDER HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.

          13.19 Confidentiality. Each Administrative Agent and each Lender shall hold all non-public information furnished by or on behalf of any Borrower in connection with such Lender’s evaluation of whether to become a Lender hereunder or obtained by such Lender or such Administrative Agent pursuant to the requirements of this Agreement (“Confidential Information”), confidential in accordance with its customary procedure for handling confidential information of this nature and (in the case of a Lender that is a bank) in accordance with safe and sound banking practices and in any event may make disclosure as required or requested by any governmental agency or representative thereof or pursuant to legal process or to such Lender’s or such Administrative Agent’s attorneys, professional advisors or independent auditors or Affiliates, provided that unless specifically prohibited by applicable law or court order, each Lender and each Administrative Agent shall notify the Company of any request by any governmental agency or representative thereof (other than any such request in connection with an examination of the financial condition of such Lender by such governmental agency) for disclosure of any such nonpublic information prior to disclosure of such information, and provided that in no event shall any Lender or any Administrative Agent be obligated or required to return any materials furnished by any Borrower or any Subsidiary of a Borrower. Each Lender and each Administrative Agent agrees that it will not provide to prospective Transferees or to prospective direct or indirect contractual counterparties in swap agreements to be entered into in connection with Loans made hereunder any of the Confidential Information unless such Person is advised of and agrees to be bound by the provisions of this Section 13.19.

          13.20 Citigroup Direct Website Communications.

          (a) Delivery. (i) Any Borrower may, at its option, provide to any Administrative Agent any information, documents and other materials that it is obligated to furnish to such Administrative Agent pursuant to the Credit Documents, including, without limitation, all notices, requests, financial statements, financial and other reports,

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certificates and other information materials, but excluding any such communication that (A) relates to a request for a new, or a conversion of an existing, borrowing or other extension of credit (including any election of an interest rate or interest period relating thereto), (B) relates to the payment of any principal or other amount due under the Credit Agreement prior to the scheduled date therefor, (C) provides notice of any default or event of default under the Credit Agreement or (D) is required to be delivered to satisfy any condition precedent to the effectiveness of the Credit Agreement and/or any borrowing or other extension of credit thereunder (all such non-excluded communications being referred to herein collectively as “Communications”), by transmitting the Communications in an electronic/soft medium in a format reasonably acceptable to such Administrative Agent to oploanswebadmin@citigroup.com. Nothing in this Section 13.20 shall prejudice the right of any Borrower, the Administrative Agents or any Lender to give any notice or other communication pursuant to any Credit Document in any other manner specified in such Credit Document.

     (ii) Each Administrative Agent agrees that the receipt of the Communications by the such Administrative Agent at its e-mail address set forth above shall constitute effective delivery of the Communications to such Administrative Agent for purposes of the Credit Documents. Each Lender agrees that notice to it (as provided in the next sentence) specifying that the Communications have been posted to the Platform shall constitute effective delivery of the Communications to such Lender for purposes of the Credit Documents. Each Lender agrees (A) to notify the applicable Administrative Agent in writing (including by electronic communication) from time to time of such Lender’s e-mail address to which the foregoing notice may be sent by electronic transmission and (B) that the foregoing notice may be sent to such e-mail address.

          (b) Posting. The Borrowers further agree that the Administrative Agents may make the Communications available to the Lenders by posting the Communications on Intralinks or a substantially similar electronic transmission system (the “Platform”), so long as the access to such Platform is limited (i) to the Agents and the Lenders and (ii) remains subject the confidentiality requirements set forth in Section 13.19.

          (c) The Platform is provided “as is” and “as available.” The Agent Parties do not warrant the accuracy or completeness of the Communications, or the adequacy of the platform and expressly disclaim liability for errors or omissions in the Communications. No warranty of any kind, express, implied or statutory, including, without limitation, any warranty of merchantability, fitness for a particular purpose, non-infringement of third party rights or freedom from viruses or other code defects, is made by the Agent Parties in connection with the Communications or the platform. In no event shall any Administrative Agent, the Collateral Agent or any of their respective affiliates or any of their respective officers, directors, employees, agents, advisors or representatives (collectively, “Agent Parties”) have any liability to any Borrower, any Lender or any other person or entity for damages of any kind, including, without

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limitation, direct or indirect, special, incidental or consequential damages, losses or expenses (whether in tort, contract or otherwise) arising out of any Borrower’s or any Administrative Agent’s transmission of Communications through the internet, except to the extent the liability of any Agent Party is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted primarily from such Agent Party’s gross negligence or willful misconduct.

          13.21 USA PATRIOT Act. Each Lender hereby notifies each Borrower that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act”), it is required to obtain, verify and record information that identifies each Borrower, which information includes the name and address of such Borrower and other information that will allow such Lender to identify such Borrower in accordance with the Patriot Act.

          13.22 Stamp Act, 1949 of Malaysia. For the purposes of Section 4(3) and Item 27 of the First Schedule to the Stamp Act, 1949 of Malaysia, this Agreement shall be deemed to be the principal instrument and security to secure the payment of a foreign currency loan of the aggregate principal amount of up to U.S. Dollars Nine Hundred and Seventy-Five Million ($975,000,000/-), of which a Ringgit tranche of the aggregate principal amount of up to Ringgit Seventy-Six Million Three Hundred and Sixty Thousand (RM76,360,000/-) forms part, and the Security Documents are deemed to be secondary instruments.

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          IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of this Agreement to be duly executed and delivered as of the date first above written.

AVAGO TECHNOLOGIES FINANCE PTE. LTD.
By:	/s/ Adam H. Clammer
	Name:	Adam H. Clammer
	Title:	Director

AVAGO TECHNOLOGIES HOLDING PTE. LTD.
By:	/s/ Adam H. Clammer
	Name:	Adam H. Clammer
	Title:	Director

AVAGO TECHNOLOGIES FINANCE S.À.R.L.
By:	/s/ Adam H. Clammer
	Name:	Adam H. Clammer
	Title:	Manager

AVAGO TECHNOLOGIES WIRELESS (U.S.A.) MANUFACTURING INC.
By:	/s/ Adam H. Clammer
	Name:	Adam H. Clammer
	Title:	President

AVAGO TECHNOLOGIES U.S. INC.
By:	/s/ Adam H. Clammer
	Name:	Adam H. Clammer
	Title:	President

AVAGO TECHNOLOGIES (MALAYSIA) SDN. BHD. (f/k/a Jumbo Portfolio Sdn. Bhd.)
By:	/s/ Adam H. Clammer
	Name:	Adam H. Clammer
	Title:	Director

[CREDIT AGREEMENT SIGNATURE PAGE]

CITICORP NORTH AMERICA, INC., as Tranche B-1 Term Loan Administrative Agent, Collateral Agent, and Lender
By:	/s/ David J. Windnam
	Name:	David J. Windnam
	Title:	Vice President

CITICORP INTERNATIONAL LIMITED (HONG KONG), as Asian Administrative Agent
By:	/s/ Alan Hiraksws
	Name:	Alan Hiraksws
	Title:	Managing Director

CITIBANK N.A., SINGAPORE BRANCH, as Lender and Letter of Credit Issuer
By:	/s/ David J. Windnam
	Name:	David J. Windnam
	Title:	Vice President

CITIBANK BERHAD, as Lender
By:	/s/ Yap Chee Fatt
	Name:	Yap Chee Fatt
	Title:	Vice President

[CREDIT AGREEMENT SIGNATURE PAGE]

LEHMAN COMMERCIAL PAPER INC., as Lender
By:	/s/ Laurie B. Porter
	Name:	Laurie B. Porter
	Title:	Senior Vice President

LEHMAN BROTHERS INC., as Joint Lead Arranger and as Syndication Agent
By:	/s/ Laurie B. Porter
	Name:	Laurie B. Porter
	Title:	Senior Vice President

[CREDIT AGREEMENT SIGNATURE PAGE]

CREDIT SUISSE, Cayman Islands Branch, as Documentation Agent and Lender
By:	/s/ Alain Daoust
	Name:	Alain Daoust
	Title:	Director

By:	/s/ James Neira
	Name:	James Neira
	Title:	Associate

CREDIT SUISSE, Singapore Branch, as Lender
By:	/s/ Christine Knight
	Name:	Christine Knight
	Title:	Director

By:	/s/ Richard Gob
	Name:	Richard Gob
	Title:	Vice President

[CREDIT AGREEMENT SIGNATURE PAGE]

EX-10.12

Exhibit-10.12

Execution Version

AMENDMENT NO. 1 TO CREDIT AGREEMENT

     AMENDMENT NO. 1 (this “Amendment”), dated as of December 23, 2005, to CREDIT AGREEMENT, dated as of December 1, 2005 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among AVAGO TECHNOLOGIES FINANCE PTE. LTD., a company incorporated under the Singapore Companies Act (the “Company” or the “Singaporean Borrower”), a wholly-owned Subsidiary of AVAGO TECHNOLOGIES HOLDING PTE. LTD., a company incorporated under the Singapore Companies Act (“Holdings”), a wholly-owned Subsidiary of AVAGO TECHNOLOGIES LIMITED, a company incorporated under the Singapore Companies Act (“Parent”), AVAGO TECHNOLOGIES FINANCE S.À.R.L., a Grand Duchy of Luxembourg limited liability company (the “Lux Borrower”), AVAGO TECHNOLOGIES (MALAYSIA) SDN. BHD. (f/k/a Jumbo Portfolio Sdn. Bhd.) (Company No. 704181-P), a company incorporated in Malaysia under the Companies Act 1965 (the “Malaysian Borrower”), AVAGO TECHNOLOGIES WIRELESS (U.S.A.) MANUFACTURING INC., a Delaware corporation (“U.S. Wireless”), and AVAGO TECHNOLOGIES U.S. INC., a Delaware corporation (“U.S. Opco” and together with U.S. Wireless, collectively, the “U.S. Borrowers” and each a “U.S. Borrower”, and together with the Singaporean Borrower, the Lux Borrower and the Malaysian Borrower, collectively, the “Borrowers”), the lending institutions listed on the signature pages thereto as a “Lender” or that from time to time become parties thereto by execution of an Assignment and Acceptance (each a “Lender” and, collectively, the “Lenders”), CITICORP INTERNATIONAL LIMITED (HONG KONG), as Asian Administrative Agent, CITICORP NORTH AMERICA, INC., as Tranche B-1 Term Loan Administrative Agent and as Collateral Agent, CITIGROUP GLOBAL MARKETS INC., as Joint Lead Arranger and Joint Lead Bookrunner, LEHMAN BROTHERS INC., as Joint Lead Arranger, Joint Lead Bookrunner and Syndication Agent, and CREDIT SUISSE, as Documentation Agent. Capitalized terms used herein but not defined herein are used as defined in the Credit Agreement, as amended hereby.

W I T N E S S E T H:

     WHEREAS, the Required Lenders, the Borrowers and the Administrative Agents have agreed to amend the Credit Agreement on the terms and subject to the conditions herein provided.

     NOW, THEREFORE, in consideration of the foregoing, the mutual covenants and obligations herein set forth and other good and valuable consideration, the adequacy and receipt of which is hereby acknowledged, and in reliance upon the representations, warranties and covenants herein contained, the parties hereto, intending to be legally bound, hereby agree as follows:

     Section 1. Amendments to the Credit Agreement. As of the Effective Date (as defined below), the Credit Agreement is hereby amended as follows:

1

Execution Version

     (a) by deleting the cover page in its entirety and inserting in lieu thereof a cover page in the form attached hereto as Exhibit A.

     (b) by deleting the introductory paragraph in its entirety and inserting in lieu thereof the following:

     CREDIT AGREEMENT dated as of December 1, 2005, among AVAGO TECHNOLOGIES FINANCE PTE. LTD., a company incorporated under the Singapore Companies Act (the “Company” or the “Singaporean Borrower”), a wholly-owned Subsidiary of AVAGO TECHNOLOGIES HOLDING PTE. LTD., a company incorporated under the Singapore Companies Act (“Holdings”), a wholly-owned Subsidiary of AVAGO TECHNOLOGIES LIMITED, a company incorporated under the Singapore Companies Act (“Parent”), AVAGO TECHNOLOGIES FINANCE S.À.R.L., a Grand Duchy of Luxembourg limited liability company (the “Lux Borrower”), AVAGO TECHNOLOGIES (MALAYSIA) SDN. BHD. (f/k/a Jumbo Portfolio Sdn. Bhd.) (Company No. 704181-P), a company incorporated in Malaysia under the Companies Act 1965 (the “Malaysian Borrower”), AVAGO TECHNOLOGIES WIRELESS (U.S.A.) MANUFACTURING INC., a Delaware corporation (“U.S. Wireless”), and AVAGO TECHNOLOGIES U.S. INC., a Delaware corporation (“U.S. Opco” and together with U.S. Wireless, collectively, the “U.S. Borrowers” and each a “U.S. Borrower”, and together with the Singaporean Borrower, the Lux Borrower and the Malaysian Borrower, collectively, the “Borrowers”), the lending institutions listed on the signature pages hereto as a “Lender” or that from time to time become parties hereto by execution of an Assignment and Acceptance (each a “Lender” and, collectively, the “Lenders”), CITICORP INTERNATIONAL LIMITED (HONG KONG), as Asian Administrative Agent, CITICORP NORTH AMERICA, INC., as Tranche B Term Loan Administrative Agent and as Collateral Agent, CITIGROUP GLOBAL MARKETS INC., as Joint Lead Arranger and Joint Lead Bookrunner, LEHMAN BROTHERS INC., as Joint Lead Arranger, Joint Lead Bookrunner and Syndication Agent, CREDIT SUISSE, as Documentation Agent, OVERSEA-CHINESE BANKING CORPORATION LIMITED, as Singaporean Managing Agent, and THE ROYAL BANK OF SCOTLAND, as Senior Managing Agent (such term and each other capitalized term used but not defined in this introductory statement having the meaning provided in Section 1).

     (c) by inserting the following definitions in Section 1.1 in alphabetical order (which definitions, if applicable, shall replace in their entirety the corresponding definitions in such section and all references thereto):

     “Agents” shall mean each of the Joint Lead Arrangers, each of the Administrative Agents, the Collateral Agent, the Syndication Agent, the Documentation Agent, the Singaporean Managing Agent and the Senior Managing Agent.

2

Execution Version

     “Asian Administrative Agent” shall mean Citicorp International Limited (Hong Kong) as agent for the Revolving Credit Lenders.

     “Senior Managing Agent” shall mean The Royal Bank of Scotland, together with its affiliates, as the senior managing agent for the Lenders under this Agreement and the other Credit Documents.

     “Singaporean Managing Agent” shall mean Oversea-Chinese Banking Corporation Limited, together with its affiliates, as the Singaporean managing agent for the Lenders under this Agreement and the other Credit Documents.

     “Tranche B Term Loan Administrative Agent” shall mean Citicorp North America, Inc., as the administrative agent for the Tranche B Term Loan Lenders.

     (d) by deleting Section 2.3(a)(ii) in its entirety and inserting in lieu thereof the following:

          (ii) Tranche B-2 Term Loan Borrowings. The Company shall give the Tranche B Term Loan Administrative Agent at such Administrative Agent’s Office prior to 12:00 Noon (New York time) at least five Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of the Borrowing of Tranche B-2 Term Loans.

     (e) by deleting Section 2.3(a)(iii) in its entirety and inserting in lieu thereof the following:

          (iii) Notice of Borrowing. Each notice under clauses (i) or (ii) above (together with each notice of a Borrowing of Revolving Credit Loans pursuant to Section 2.3(b) and each notice of a Borrowing of Swingline Loans pursuant to Section 2.3(c), a “Notice of Borrowing”) shall be irrevocable and shall specify (A) the aggregate principal amount of the Term Loans to be made, (B) the date of the Borrowing (which (x) in the case of the Tranche B-1 Term Loan shall be the Closing Date and (y) in the case of Tranche B-2 Term Loan shall not be less than five Business Days after the date on which the Tranche B Term Loan Administrative Agent has been provided with a certificate of an Authorized Officer of the Company as provided in Section 7.3(d)(ii)), (C) whether the Term Loans shall consist of ABR Loans and/or LIBOR Term Loans, and (D) if the Term Loans are to include LIBOR Term Loans, the Interest Period to be initially applicable thereto. The Tranche B Term Loan Administrative Agent shall promptly give each Tranche B-1 Term Loan Lender or each Tranche B-2 Term Loan Lender, as applicable, written notice (or telephonic notice promptly confirmed in writing) of the proposed Borrowing of Term Loans, of such Term Loan Lender’s proportionate share thereof and of the other matters covered by the related Notice of Borrowing.

     (f) by deleting Section 2.5(a) in its entirety and inserting in lieu thereof the following:

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Execution Version

          (a) The Lux Borrower shall repay to the Tranche B Term Loan Administrative Agent, for the benefit of the Tranche B-1 Term Loan Lenders, on the Tranche B Term Loan Maturity Date, the then-unpaid Tranche B-1 Term Loans, in U.S. Dollars. The Company shall repay to the Tranche B Term Loan Administrative Agent, for the benefit of the Tranche B-2 Term Loan Lenders, on the Tranche B Term Loan Maturity Date, the then-unpaid Tranche B-2 Term Loans, in U.S. Dollars. Each Borrower shall repay to the Asian Administrative Agent (i) for the benefit of the applicable Lenders, on the Revolving Credit Maturity Date, the then-unpaid Revolving Credit Loans made to such Borrower in the currency such Revolving Credit Loans have been made and (ii) for the account of the applicable Swingline Lender, on the Swingline Maturity Date, the then-unpaid Swingline Loans made to such Borrower in the currency such Swingline Loans have been made.

     (g) by deleting Section 2.5(b)(ii) in its entirety and inserting in lieu thereof the following:

          (ii) In the event that Tranche B-2 Term Loans are made, the Company shall repay to the Tranche B Term Loan Administrative Agent, for the benefit of the Tranche B-2 Term Loan Lenders, the Tranche B-2 Term Loans on each Tranche B Repayment Date occurring on or after the date the Tranche B-2 Term Loans are made in an amount equal to (i) the aggregate principal amount of Tranche B-2 Term Loans, times (ii) the ratio (expressed as a percentage) of (y) the amount of all Tranche B-1 Term Loans required to be repaid on such Tranche B Repayment Date and (z) the total aggregate principal amount of all Tranche B-1 Term Loans outstanding on the date the Tranche B-2 Term Loans were made (each, a “Tranche B-2 Repayment Amount”).

     (h) by deleting Section 4.1(a)(v) in its entirety and inserting in lieu thereof the following:

     (v) The Company agrees to pay to the Tranche B Term Loan Administrative Agent in U.S. Dollars, for the account of each Lender having a Tranche B-2 Term Loan Commitment (in each case pro rata according to the respective Tranche B-2 Term Loan Commitments of all such Lenders), a commitment fee for each day from and including the Closing Date to but excluding the Tranche B-2 Term Loan Commitment Termination Date) at a rate of 1% per annum on the aggregate amount of the Tranche B-2 Term Loan Commitment. Such commitment fee shall be payable in arrears (x) on the last day of each March, June, September and December (for the three-month period (or portion thereof) ended on such day for which no payment has been received) and (y) on the Tranche B-2 Term Loan Commitment Termination Date (for the period ended on such date for which no payment has been received pursuant to clause (x) above).

     (i) by deleting Section 4.3(a) in its entirety and inserting in lieu thereof the following:

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Execution Version

          (a) (x) The Tranche B-1 Term Loan Commitments shall terminate at 5:00 p.m. (New York City time) on the Closing Date and (y) the Tranche B-2 Term Loan Commitments shall terminate at 5:00 p.m. (New York time) on the Tranche B-2 Term Loan Commitment Termination Date.

     (j) by deleting in Section 7.3(a) each reference to the “Asian Administrative Agent” and inserting in lieu thereof a reference to the “Tranche B Term Loan Administrative Agent.”

     (k) by deleting Section 12.1(a) and (b) in their entirety and inserting in lieu thereof the following:

     (a) Each Tranche B Term Loan Lender hereby irrevocably designates and appoints the Tranche B Term Loan Administrative Agent as the agent of such Tranche B Term Loan Lender under this Agreement and the other Credit Documents, and each such Tranche B Term Loan Lender irrevocably authorizes the Tranche B Term Loan Administrative Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Tranche B Term Loan Administrative Agent by the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Tranche B Term Loan Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Document or otherwise exist against the Tranche B Term Loan Administrative Agent.

     (b) Each Revolving Credit Lender hereby irrevocably designates and appoints the Asian Administrative Agent as the agent of such Revolving Credit Lender under this Agreement and the other Credit Documents, and each such Revolving Credit Lender irrevocably authorizes the Asian Administrative Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Asian Administrative Agent by the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Asian Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Document or otherwise exist against the Asian Administrative Agent.

     (l) by deleting Section 12.5 in its entirety and inserting in lieu thereof the following:

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Execution Version

          12.5 Notice of Default. No Administrative Agent or the Collateral Agent shall be deemed to have knowledge or notice of the occurrence of any Default or Event of Default hereunder unless such Administrative Agent or the Collateral Agent has received notice from a Lender or a Borrower referring to this Agreement, describing such Default or Event of Default and stating that such notice is a “notice of default”. In the event that the Tranche B Term Loan Administrative Agent receives such a notice, it shall give notice thereof to the Tranche B Term Loan Lenders, the Asian Administrative Agent and the Collateral Agent. In the event that the Asian Administrative Agent receives such a notice, it shall give notice thereof to the Revolving Credit Lenders, the Tranche B Term Loan Administrative Agent and the Collateral Agent. Each Administrative Agent shall take such action with respect to such Default or Event of Default as shall be reasonably directed by the Required Lenders, provided that unless and until such Administrative Agent shall have received such directions, the Tranche B Term Loan Administrative Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable in the best interests of the Tranche B Term Loan Lenders and the Asian Administrative Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable in the best interests of the Revolving Credit Lenders (in each case, except to the extent that this Agreement requires that such action be taken only with the approval of the Required Lenders or each of the Lenders, as applicable).

     (m) by deleting Section 12.9 in its entirety and inserting in lieu thereof the following:

          12.9 Successor Agents. Each Administrative Agent may resign as Administrative Agent and the Collateral Agent may resign as Collateral Agent upon 20 days’ prior written notice to the Lenders and the Company. If any Administrative Agent shall resign as Administrative Agent or the Collateral Agent shall resign as Collateral Agent under this Agreement and the other Credit Documents, then the Required Lenders shall (a) if such resigning Administrative Agent is the Tranche B Term Loan Administrative Agent, appoint from among the Tranche B Term Loan Lenders a successor agent for the Tranche B Term Loan Lenders, (b) if such resigning Administrative Agent is the Asian Administrative Agent, appoint from among the Revolving Credit Lenders a successor agent for the Revolving Credit Lenders or (c) if the Collateral Agent shall resign, appoint from among the Lenders a successor Collateral Agent, which successor agent in each case, shall be approved by the Company (which approval shall not be unreasonably withheld) so long as no Default or Event of Default is continuing, whereupon such successor agent shall succeed to the rights, powers and duties of the Tranche B Term Loan Administrative Agent, the Asian Administrative Agent or the Collateral Agent, as the case may be, and the term “Tranche B Term Loan Administrative Agent”, “Asian Administrative Agent” or “Collateral Agent”, as the case may be, shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s or

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Execution Version

Collateral Agent’s rights, powers and duties as Administrative Agent or Collateral Agent, as the case may be, shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or Collateral Agent, as the case may be, or any of the parties to this Agreement or any holders of the Loans. After any retiring Administrative Agent’s or Collateral Agent’s resignation as Administrative Agent or Collateral Agent, as the case may be, the provisions of this Section 12 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent or Collateral Agent under this Agreement and the other Credit Documents.

     (n) by deleting from Section 13.6(b)(vi) each reference to the “Asian Administrative Agent” and inserting in lieu thereof a reference to the “Tranche B Term Loan Administrative Agent” and by deleting from the proviso in clause (A) thereof the reference to “Hong Kong time” and inserting in lieu thereof a reference to “New York time.”

     (o) by deleting from Section 13.2 the reference to the “Tranche B-1 Administrative Agent” and inserting in lieu thereof a reference to the “Tranche B Term Loan Administrative Agent.”

     (p) by deleting Schedule 1.1(a) in its entirety and inserting in lieu thereof a new Schedule 1.1(a) in the form attached hereto as Exhibit B

     (q) by deleting Schedule 1.1(c) in its entirety and inserting in lieu thereof a new Schedule 1.1(c) in the form attached hereto as Exhibit C.

     Section 2. Conditions Precedent. This Amendment shall become effective as of the date (the “Effective Date”) on which each of the following conditions precedent shall have been satisfied or duly waived:

     (a) Certain Documents. The Administrative Agents shall have received each of the following:

          (i) this Amendment, duly executed by each of the Credit Parties, the Administrative Agents and each of the other Agents party hereto; and

          (ii) Acknowledgment and Consent, in the form set forth hereto as Exhibit D, duly executed by each of the Requisite Lenders.

     (b) Representations and Warranties. Each of the representations and warranties contained in Section 3 below shall be true and correct in all material respects.

     (c) No Default or Event of Default. After giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing.

     Section 3. Representations and Warranties. Each Credit Party hereby jointly and severally represents and warrants to the Administrative Agents and each Lender, with respect to all Credit Parties, as follows:

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Execution Version

     (a) After giving effect to this Amendment, each of the representations and warranties in the Credit Agreement and in the other Credit Documents are true and correct in all material respects on and as of the date hereof as though made on and as of such date, except to the extent that any such representation or warranty expressly relates to an earlier date and except for changes therein expressly permitted by the Credit Agreement.

     (b) The execution, delivery and performance by each Credit Party of this Amendment have been duly authorized by all requisite corporate, limited liability company or limited partnership action on the part of such Credit Party and will not violate any of the articles of incorporation or bylaws (or other constituent documents) of such Credit Party.

     (c) This Amendment has been duly executed and delivered by each Credit Party, and each of this Amendment and the Credit Agreement as amended hereby constitutes the legal, valid and binding obligation of such Credit Party, enforceable against such Credit Party in accordance with their terms, except as the same may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the rights of creditors generally and by general principles of equity.

     (d) After giving effect to this Amendment, no Default or Event of Default has occurred and is continuing as of the date hereof.

     Section 4. Costs and Expenses. As provided in Section 13.5 of the Credit Agreement, the Company agrees to reimburse the Agents for all reasonable fees, costs and expenses, including the reasonable fees, costs and expenses of counsel or other advisors for advice, assistance or other representation in connection with this Amendment.

     Section 5. Reference to and Effect on the Credit Documents.

     (a) As of the Effective Date, each reference in the Credit Agreement and the other Credit Documents to “this Agreement,” “hereunder,” “hereof,” “herein,” or words of like import, and each reference in the other Credit Documents to the Credit Agreement (including, without limitation, by means of words like “thereunder,” “thereof” and words of like import), shall mean and be a reference to the Credit Agreement as amended hereby, and this Amendment and the Credit Agreement shall be read together and construed as a single instrument. Each of the table of contents and lists of Exhibits and Schedules of the Credit Agreement shall be amended to reflect the changes made in this Amendment.

     (b) Except as expressly amended hereby, all of the terms and provisions of the Credit Agreement and all other Credit Documents are and shall remain in full force and effect and are hereby ratified and confirmed.

     (c) The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Agent, any Lender or the Letter of Credit Issuer under the Credit Agreement or any

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Execution Version

Credit Document, or constitute a waiver or amendment of any other provision of the Credit Agreement or any Credit Document except as and to the extent expressly set forth herein.

     (d) Each Credit Party hereby confirms that the guaranties, security interests and liens granted pursuant to the Credit Documents continue to guarantee and secure the Obligations as set forth in the Credit Documents and that such guaranties, security interests and liens remain in full force and effect.

     Section 6. Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Receipt by the Administrative Agents of a facsimile copy of an executed signature page hereof shall constitute receipt by the Administrative Agents of an executed counterpart of this Amendment.

     Section 7. Governing Law. This Amendment and the rights and obligations of the parties hereto shall be governed by, and construed and interpreted in accordance with, the law of the State of New York.

     Section 8. Headings. Section headings contained in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purposes.

     Section 9. Waiver of Jury Trial. EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES TRIAL BY JURY IN ANY ACTION OR PROCEEDING WITH RESPECT TO THIS AMENDMENT OR ANY OTHER CREDIT DOCUMENT.

[SIGNATURE PAGES FOLLOW]

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     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers and members thereunto duly authorized, on the date indicated below.

AVAGO TECHNOLOGIES FINANCE PTE. LTD.
By:	/s/ Adam H. Clammer
	Name: Adam H. Clammer
	Title:   Director
AVAGO TECHNOLOGIES HOLDING PTE. LTD.
By:	/s/ Adam H. Clammer
	Name: Adam H. Clammer
	Title:   Director
AVAGO TECHNOLOGIES FINANCE S.A.R.L.
By:	/s/ Adam H. Clammer
	Name: Adam H. Clammer
	Title:   Manager
AVAGO TECHNOLOGIES WIRELESS (U.S.A.)
MANUFACTURING INC.
By:	/s/ Adam H. Clammer
	Name: Adam H. Clammer
	Title:   President and Director
AVAGO TECHNOLOGIES U.S. INC.
By:	/s/ Adam H. Clammer
	Name: Adam H. Clammer
	Title:   President and Director

10

AVAGO TECHNOLOGIES (MALAYSIA) SDN. BHD. (f/k/a Jumbo Portfolio Sdn. Bhd.)
/s/ Adam H. Clammer
Name: Adam H. Clammer
Title:   Director
CITICORP NORTH AMERICA, INC., as Tranche B Term Loan Administrative Agent, Collateral Agent, and Lender
By:	/s/ David J. Windnam
	Name: David J. Windnam
	Title:   Vice President
CITICORP INTERNATIONAL LIMITED (HONG KONG), as Asian Administrative Agent
By:	/s/ Justin Crawe
	Name: Justin Crawe
	Title:   Vice President
CITICORP N.A., SINGAPORE BRANCH, as Lender and Letter of Credit Issuer
By:	/s/ David J. Windnam
	Name: David J. Windnam
	Title:   Vice President
CITIBANK BERHAD, as Lender
By:	/s/ Jacob Chia
	Name: Jacob Chia
	Title:   Corporate Bank Head Penning

11

LEHMAN COMMERCIAL PAPER INC., as Lender
By:	/s/ Craig Malloy
	Name: Craig Malloy
	Title: Authorized Signatory
LEHMAN BROTHERS INC., as Joint Lead Arranger and as Syndication Agent
By:	/s/ Craig Malloy
	Name: Craig Malloy
	Title: Vice President
CREDIT SUISSE, Cayman Islands Branch, as
Documentation Agent and Lender
By:	/s/ Alain Daoust
	Name: Alain Daoust
	Title: Director
By:	/s/ Denise Alvarez
	Name: Denise Alvarez
	Title: Associate
CREDIT SUISSE, Singapore Branch, as Lender
By:	/s/ Christine Knight
	Name: Christine Knight
	Title: Director
By:	/s/ Robin Rheaume
	Name: Robin Rheaume
	Title: Director

12

OVERSEA-CHINESE BANKING CORPORATION LIMITED, as Singaporean Managing Agent and Lender
By:	/s/ Ms. Elaine Lam
	Name: Ms. Elaine Lam
	Title: Co-Head, WCM
THE ROYAL BANK OF SCOTLAND, as Senior Managing Agent and Lender
By:	/s/ Robert Garden
	Name: Robert Garden
	Title: General Manager

13

EX-10.13

Exhibit-10.13

Amendment No. 2, Consent and Waiver
under
Credit Agreement

          Amendment No. 2, Consent and Waiver (this “Amendment No. 2, Consent and Waiver”), dated as of April _, 2006, to and under the Credit Agreement (the “Credit Agreement”) dated as of December 1, 2005, among AVAGO TECHNOLOGIES FINANCE PTE. LTD., a company incorporated under the Singapore Companies Act (the “Company” or the “Singaporean Borrower”), a wholly-owned Subsidiary of AVAGO TECHNOLOGIES HOLDING PTE. LTD., a company incorporated under the Singapore Companies Act (“Holdings”), a wholly-owned Subsidiary of AVAGO TECHNOLOGIES LIMITED, a company incorporated under the Singapore Companies Act (“Parent”), AVAGO TECHNOLOGIES FINANCE S.À.R.L., a Grand Duchy of Luxembourg limited liability company (the “Lux Borrower”), AVAGO TECHNOLOGIES (MALAYSIA) SDN. BHD. (f/k/a Jumbo Portfolio Sdn. Bhd.) (Company No. 704181-P), a company incorporated in Malaysia under the Companies Act 1965 (the “Malaysian Borrower”), AVAGO TECHNOLOGIES WIRELESS (U.S.A.) MANUFACTURING INC., a Delaware corporation (“U.S. Wireless”), and AVAGO TECHNOLOGIES U.S. INC., a Delaware corporation (“U.S. Opco” and together with U.S. Wireless, collectively, the “U.S. Borrowers” and each a “U.S. Borrower”, and together with the Singaporean Borrower, the Lux Borrower and the Malaysian Borrower, collectively, the “Borrowers”), the lending institutions listed on the signature pages thereto as a “Lender” or that from time to time become parties thereto by execution of an Assignment and Acceptance (each a “Lender” and, collectively, the “Lenders”), CITICORP INTERNATIONAL LIMITED (HONG KONG), as Asian Administrative Agent, CITICORP NORTH AMERICA, INC., as Tranche B Term Loan Administrative Agent and as Collateral Agent, CITIGROUP GLOBAL MARKETS INC., as Joint Lead Arranger and Joint Lead Bookrunner, LEHMAN BROTHERS INC., as Joint Lead Arranger, Joint Lead Bookrunner and Syndication Agent, CREDIT SUISSE, as Documentation Agent, OVERSEA-CHINESE BANKING CORPORATION LIMITED, as Singaporean Managing Agent, and THE ROYAL BANK OF SCOTLAND, as Senior Managing Agent, as amended. Capitalized terms used herein but not defined herein are used as defined in the Credit Agreement.

W i t n e s s e t h:

          Whereas, the Company failed to deliver the Section 9.1 Financials for the quarterly accounting period ended January 31, 2006 (the “First Quarter Section 9.1 Financials”) in accordance with Section 9.1(b) and Section 9.1(d) of the Credit Agreement (the “Section 9.1 Financials Default”); and

          Whereas, the Borrowers requested that the Administrative Agent and the Lenders agree to defer the delivery date of the First Quarter Financials to any date prior to May 1, 2006, and waive the Section 9.1 Financial Default as herein set forth; and

          WHEREAS, the Lenders signatory to a consent in the form set forth hereto as Exhibit A (an “Acknowledgment and Consent”) and the Administrative Agents have agreed, subject to the conditions herein provided, to waive the Section 9.1 Financial Default; and

          Whereas, the Lenders signatory to an Acknowledgment and Consent, the Borrowers and the Administrative Agents have agreed to amend the Credit Agreement on the terms and subject to the conditions herein provided.

          Now, Therefore, in consideration of the foregoing, the mutual covenants and obligations herein set forth and other good and valuable consideration, the adequacy and receipt of which is hereby acknowledged, and in reliance upon the representations, warranties and covenants herein contained, the parties hereto, intending to be legally bound, hereby agree as follows:

     Section 1. Waiver and Consent. As of the Effective Date (as defined below), each of the Administrative Agents and each Lender signatory to an Acknowledgment and Consent hereby (a) agrees to defer the delivery date of the First Quarter Section 9.1 Financials to any date prior to May 1, 2006 and (b) waive the Section 9.1 Financial Default, provided that if the Company fails to deliver the First Quarter Section 9.1 Financials on or prior to May 1, 2006, the waiver set forth in this clause (b) shall automatically and without any further action be voided and of no further force and effect.

     Section 2. Amendment No. 2 to the Credit Agreement. As of the Effective Date (as defined below), the Credit Agreement is hereby amended by deleting Section 5.5 in its entirety and inserting in lieu thereof the following:

     “5.5 Computations of Interest and Fees. (a) Interest on LIBOR Loans, SOR Loans, RM Loans and, except as provided in the next succeeding sentence, ABR Loans shall be calculated on the basis of a 360-day year for the actual days elapsed. Interest on ABR Loans in respect of which the rate of interest is calculated on the basis of the U.S. Prime Rate shall be calculated on the basis of a 365- (or 366-, as the case may be) day year for the actual days elapsed.

     (b) Fees and Letters of Credit Outstanding shall be calculated on the basis of a 360- day year for the actual days elapsed.

     Section 3. Conditions Precedent to Amendments. This Amendment No. 2, Consent And Waiver shall become effective as of the date (the “Effective Date”) on which each of the following conditions precedent set shall have been satisfied or duly waived:

     (a) Certain Documents. The Administrative Agents shall have received each of the following:

          (i) this Amendment No. 2, Consent And Waiver, duly executed by each of the Credit Parties and each of the Administrative Agents; and

          (ii) Acknowledgment and Consent, duly executed by each of the Requisite Lenders.

     (b) Representations and Warranties. Each of the representations and warranties contained in Section 4 below shall be true and correct in all material respects.

     (c) No Default or Event of Default. After giving effect to this Amendment No. 2, Consent And Waiver, no Default or Event of Default, shall have occurred and be continuing.

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     Section 4. Representations and Warranties. Each Credit Party hereby jointly and severally represents and warrants to the Administrative Agents and each Lender, with respect to all Credit Parties, as follows:

     (a) After giving effect to this Amendment No. 2, Consent And Waiver, each of the representations and warranties in the Credit Agreement and in the other Credit Documents are true and correct in all material respects on and as of the date hereof as though made on and as of such date, except to the extent that any such representation or warranty expressly relates to an earlier date and except for changes therein expressly permitted by the Credit Agreement.

     (b) The execution, delivery and performance by each Credit Party of this Amendment No. 2, Consent And Waiver have been duly authorized by all requisite corporate, limited liability company or limited partnership action on the part of such Credit Party and will not violate any of the articles of incorporation or bylaws (or other constituent documents) of such Credit Party.

     (c) This Amendment No. 2, Consent And Waiver has been duly executed and delivered by each Credit Party, and each of this Amendment No. 2, Consent And Waiver and the Credit Agreement as amended hereby constitutes the legal, valid and binding obligation of such Credit Party, enforceable against such Credit Party in accordance with their terms, except as the same may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the rights of creditors generally and by general principles of equity.

     (d) After giving effect to this Amendment No. 2, Consent And Waiver, no Default or Event of Default has occurred and is continuing as of the date hereof.

     Section 5. Costs and Expenses. As provided in Section 13.5 of the Credit Agreement, the Company agrees to reimburse the Agents for all reasonable fees, costs and expenses, including the reasonable fees, costs and expenses of counsel or other advisors for advice, assistance or other representation in connection with this Amendment No. 2, Consent And Waiver.

     Section 6. Reference to and Effect on the Credit Documents.

     (a) As of the Effective Date, each reference in the Credit Agreement and the other Credit Documents to “this Agreement,” “hereunder,” “hereof,” “herein,” or words of like import, and each reference in the other Credit Documents to the Credit Agreement (including, without limitation, by means of words like “thereunder,” “thereof” and words of like import), shall mean and be a reference to the Credit Agreement as amended hereby, and this Amendment No. 2, Consent And Waiver and the Credit Agreement shall be read together and construed as a single instrument. Each of the table of contents and lists of Exhibits and Schedules of the Credit Agreement shall be amended to reflect the changes made in this Amendment No. 2, Consent And Waiver.

     (b) Except as expressly amended hereby, all of the terms and provisions of the Credit Agreement and all other Credit Documents are and shall remain in full force and effect and are hereby ratified and confirmed.

     (c) The execution, delivery and effectiveness of this Amendment No. 2, Consent And Waiver shall not, except as expressly provided herein, operate as a waiver of any right,

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power or remedy of any Agent, any Lender or the Letter of Credit Issuer under the Credit Agreement or any Credit Document, or constitute a waiver or amendment of any other provision of the Credit Agreement or any Credit Document except as and to the extent expressly set forth herein.

     (d) Each Credit Party hereby confirms that the guaranties, security interests and liens granted pursuant to the Credit Documents continue to guarantee and secure the Obligations as set forth in the Credit Documents and that such guaranties, security interests and liens remain in full force and effect.

     Section 7. Counterparts. This Amendment No. 2, Consent And Waiver may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Receipt by the Administrative Agents of a facsimile copy of an executed signature page hereof shall constitute receipt by the Administrative Agents of an executed counterpart of this Amendment No. 2, Consent And Waiver.

     Section 8. Governing Law. This Amendment No. 2, Consent And Waiver and the rights and obligations of the parties hereto shall be governed by, and construed and interpreted in accordance with, the law of the State of New York.

     Section 9. Headings. Section headings contained in this Amendment No. 2, Consent And Waiver are included herein for convenience of reference only and shall not constitute a part of this Amendment No. 2, Consent And Waiver for any other purposes.

     Section 10. Waiver of Jury Trial. EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES TRIAL BY JURY IN ANY ACTION OR PROCEEDING WITH RESPECT TO THIS AMENDMENT NO. 2, CONSENT AND WAIVER OR ANY OTHER CREDIT DOCUMENT.

[Signature Pages Follow]

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          In Witness Whereof, the parties hereto have caused this Amendment No. 2, Consent And Waiver to be executed by their respective officers and members thereunto duly authorized, on the date indicated below.

AVAGO TECHNOLOGIES FINANCE PTE. LTD.
By:	/s/ Dick Chang
	Name:	Dick Chang
	Title:	Director

AVAGO TECHNOLOGIES HOLDING PTE. LTD.
By:	/s/ Dick Chang
	Name:	Dick Chang
	Title:	Director

AVAGO TECHNOLOGIES FINANCE S.À.R.L.
By:	/s/ Rex Jackson
	Name:	Rex Jackson
	Title:	Director

AVAGO TECHNOLOGIES WIRELESS (U.S.A.) MANUFACTURING INC.
By:	/s/ Rex Jackson
	Name:	Rex Jackson
	Title:	Director

AVAGO TECHNOLOGIES U.S. INC.
By:	/s/ Rex Jackson
	Name:	Rex Jackson
	Title:	Director

AVAGO TECHNOLOGIES (MALAYSIA) SDN. BHD. (f/k/a Jumbo Portfolio Sdn. Bhd.)
 

/s/ Rex Jackson

Name:  Rex Jackson

Title:    Director

[Signature Page to Avago Amendment No. 2, Consent and Waiver]

CITICORP NORTH AMERICA, INC., as Tranche B Term Loan Administrative Agent, Collateral Agent, and Lender
By:	/s/ C.P. Mahon
	Name:	C.P. Mahon
	Title:	Vice President

CITICORP INTERNATIONAL LIMITED (HONG KONG), as Asian Administrative Agent
By:
	Name:
	Title:

CITIBANK N.A., SINGAPORE BRANCH, as Lender and Letter of Credit Issuer
By:	/s/ David J. Wirdnam
	Name:	David J. Wirdnam
	Title:	Vice President

CITIBANK BERHAD, as Lender
By:
	Name:
	Title:

[Signature Page to Avago Amendment No. 2, Consent and Waiver]

CITICORP NORTH AMERICA, INC., as Tranche B Term Loan Administrative Agent, Collateral Agent, and Lender
By:
	Name:
	Title:

CITICORP INTERNATIONAL LIMITED (HONG KONG), as Asian Administrative Agent
By:	/s/ Justin Crane
	Name:	Justin Crane
	Title:	Vice President

CITIBANK N.A., SINGAPORE BRANCH, as Lender and Letter of Credit Issuer
By:
	Name:
	Title:

CITIBANK BERHAD, as Lender
By:
	Name:
	Title:

[Signature Page to Avago Amendment No. 2, Consent and Waiver]

CITICORP NORTH AMERICA, INC., as Tranche B Term Loan Administrative Agent, Collateral Agent, and Lender
By:
	Name:
	Title:

CITICORP INTERNATIONAL LIMITED (HONG KONG), as Asian Administrative Agent
By:
	Name:
	Title:

CITIBANK N.A., SINGAPORE BRANCH, as Lender and Letter of Credit Issuer
By:
	Name:
	Title:

CITIBANK BERHAD, as Lender
By:	/s/ Jacob Chia
	Name:	Jacob Chia
	Title:	Director Corporate Banking Head Penang

[Signature Page to Avago Amendment No. 2, Consent and Waiver]

LEHMAN COMMERCIAL PAPER INC., as Lender
By:	/s/ Craig Malloy
	Name:	Craig Malloy
	Title:	Authorized Signatory

LEHMAN BROTHERS INC., as Joint Lead Arranger and as Syndication Agent
By:	/s/ Craig Malloy
	Name:	Craig Malloy
	Title:	V.P.

[Signature Page to Avago Amendment No. 2, Consent and Waiver]

THE ROYAL BANK OF SCOTLAND, as Senior Managing Agent and Lender
By:	/s/ Alan Goodyear
	Name:	Alan Goodyear
	Title:	General Manager & Head of Corporates

[Signature Page to Avago Amendment No. 2, Consent and Waiver]

EX-10.16

Exhibit- 10.16

Execution Version

SECURITY AGREEMENT

          THIS SECURITY AGREEMENT dated as of December 1, 2005, among AVAGO TECHNOLOGIES WIRELESS (U.S.A.) MANUFACTURING INC., a Delaware corporation (“U.S. Wireless”), and AVAGO TECHNOLOGIES U.S. INC., a Delaware corporation (“U.S. Opco” and together with U.S. Wireless, the “U.S. Borrowers” and each a “U.S. Borrower”), each of the Subsidiaries of the Company listed on the signature pages hereto (each such entity being a “Subsidiary Grantor” and, collectively, the “Subsidiary Grantors”; the Subsidiary Grantors and the U.S. Borrowers are referred to collectively as the “Grantors”) and CITICORP NORTH AMERICA, INC., as Collateral Agent (in such capacity, the “Collateral Agent”) under the Credit Agreement (as defined below) for the benefit of the Secured Parties (as defined below).

W I T N E S S E T H:

WHEREAS, the U.S. Borrowers are party to the Credit Agreement, dated as of December 1, 2005 (as the same may be amended, restated, supplemented or otherwise modified, refinanced or replaced from time to time, the “Credit Agreement”) among AVAGO TECHNOLOGIES FINANCE PTE. LTD. (company registration number 200512223N), a Singapore limited company (the “Singaporean Borrower” or the “Company”), a wholly-owned Subsidiary of AVAGO TECHNOLOGIES HOLDING PTE. LTD. (company registration number 200512203H), a Singapore limited company (“Holdings”), a wholly-owned Subsidiary of AVAGO TECHNOLOGIES LIMITED, formerly known as Avago Technologies Pte. Limited (company registration number 200510713C), a Singapore limited company (“Avago” or “Parent”), AVAGO TECHNOLOGIES FINANCE S.À.R.L., a Grand Duchy of Luxembourg limited liability company (the “Lux Borrower”), AVAGO TECHNOLOGIES (MALAYSIA) SDN. BHD. (f/k/a Jumbo Portfolio Sdn. Bhd.) (Company No. 704181-P), a company incorporated in Malaysia under the Companies Act, 1965 (the “Malaysian Borrower”), each of the U.S. Borrowers (together with the Singaporean Borrower, the Lux Borrower and the Malaysian Borrower, the “Borrowers”), the lenders or other financial institutions or entities from time to time parties thereto (the “Lenders”), CITICORP INTERNATIONAL LIMITED (HONG KONG), as Asian Administrative Agent and CITICORP NORTH AMERICA, INC., as Tranche B-1 Term Loan Administrative Agent and as Collateral Agent.

WHEREAS, (a) pursuant to the Credit Agreement, the Lenders have severally agreed to make Loans to the Borrowers and the Letter of Credit Issuer has agreed to issue Letters of Credit for the account of the Borrowers (collectively, the “Extensions of Credit”) upon the terms and subject to the conditions set forth therein and (b) one or more Lenders or affiliates of Lenders may from time to time enter into Hedge Agreements with one or more of the Borrowers;

WHEREAS, pursuant to the Guarantee (the “Guarantee”) dated as of the date hereof, each Subsidiary Grantor party thereto has unconditionally and irrevocably

guaranteed, as primary obligor and not merely as surety, to the Collateral Agent for the benefit of the Secured Parties the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations;

          WHEREAS, each Subsidiary Grantor is a Subsidiary Guarantor;

          WHEREAS, the proceeds of the Extensions of Credit will be used in part to enable the U.S. Borrowers to make valuable transfers to the Subsidiary Grantors in connection with the operation of their respective businesses;

          WHEREAS, each Grantor acknowledges that it will derive substantial direct and indirect benefit from the making of the Extensions of Credit; and

          WHEREAS, it is a condition precedent to the obligation of the Lenders and the Letter of Credit Issuer to make their respective Extensions of Credit to the Borrowers under the Credit Agreement that the Grantors shall have executed and delivered this Security Agreement to the Collateral Agent for the ratable benefit of the Secured Parties;

          NOW, THEREFORE, in consideration of the premises and to induce each Administrative Agent, the Collateral Agent, the Syndication Agent, the Lenders and the Letter of Credit Issuer to enter into the Credit Agreement and to induce the respective Lenders and the Letter of Credit Issuer to make their respective Extensions of Credit to the Borrowers under the Credit Agreement and to induce one or more Lenders or affiliates of Lenders to enter into Hedge Agreements with the Borrowers, the Grantors hereby agree with the Collateral Agent, for the ratable benefit of the Secured Parties, as follows:

          1. Defined Terms.

          (a) Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

          (b) Terms used herein without definition that are defined in the UCC have the meanings given to them in the UCC, including the following terms (which are capitalized herein): Account, Chattel Paper, Documents, Instruments, Inventory, Letter-of-Credit Right, Securities Account.

          (c) The following terms shall have the following meanings:

          “Collateral” shall have the meaning provided in Section 2.

          “Collateral Account” shall mean any collateral account established by the Collateral Agent as provided in Section 5.1 or Section 5.3.

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          “Collateral Agent” shall have the meaning provided in the preamble to this Security Agreement.

          “Copyright License” shall mean any written agreement, now or hereafter in effect, granting any right to any third party under any copyright now or hereafter owned by any Grantor (including all Copyrights) or that any Grantor otherwise has the right to license, or granting any right to any Grantor under any copyright now or hereafter owned by any third party, and all rights of any Grantor under any such agreement.

          “copyrights” shall mean, with respect to any Person, all of the following now owned or hereafter acquired by such Person: (i) all copyright rights in any work subject to the copyright laws of the United States or any other country, whether as author, assignee, transferee or otherwise, and (ii) all registrations and applications for registration of any such copyright in the United States or any other country, including registrations, recordings, supplemental registrations and pending applications for registration in the United States Copyright Office.

          “Copyrights” shall mean all copyrights now owned or hereafter acquired by any Grantor, including those listed on Schedule 1.

          “equipment” shall mean all “equipment,” as such term is defined in Article 9 of the UCC, now or hereafter owned by any Grantor or to which any Grantor has rights and, in any event, shall include all machinery, equipment, furnishings, movable trade fixtures and vehicles now or hereafter owned by any Grantor or to which any Grantor has rights and any and all Proceeds, additions, substitutions and replacements of any of the foregoing, wherever located, together with all attachments, components, parts, equipment and accessories installed thereon or affixed thereto; but excluding equipment to the extent it is subject to a Lien permitted by the Credit Agreement and the terms of the Indebtedness securing such Lien prohibit assignment of, or granting of a security interest in, such Grantor’s rights and interests therein (other than to the extent that any such prohibition would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the Uniform Commercial Code (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law), provided, that immediately upon the repayment of all Indebtedness secured by such Lien, such Grantor shall be deemed to have granted a Security Interest in all the rights and interests with respect to such equipment.

          “Extensions of Credit” shall have the meaning assigned to such term in the recitals hereto.

          “General Intangibles” shall mean all “general intangibles” as such term is defined in Article 9 of the UCC and, in any event, including with respect to any Grantor, all contracts, agreements, instruments and indentures in any form, and portions thereof, to which such Grantor is a party or under which such Grantor has any right, title or interest or to which such Grantor or any property of such Grantor is subject, as the same may from time to time be amended, supplemented or otherwise modified, including (a) all

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rights of such Grantor to receive moneys due and to become due to it thereunder or in connection therewith, (b) all rights of such Grantor to receive proceeds of any insurance, indemnity, warranty or guarantee with respect thereto, (c) all claims of such Grantor for damages arising out of any breach of or default thereunder and (d) all rights of such Grantor to terminate, amend, supplement, modify or exercise rights or options thereunder, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder, in each case to the extent the grant by such Grantor of a Security Interest pursuant to this Security Agreement in its right, title and interest in any such contract, agreement, instrument or indenture (i) is not prohibited by such contract, agreement, instrument or indenture without the consent of any other party thereto, (ii) would not give any other party to any such contract, agreement, instrument or indenture the right to terminate its obligations thereunder or (iii) is permitted with consent if all necessary consents to such grant of a Security Interest have been obtained from the other parties thereto (other than to the extent that any such prohibition referred to in clauses (i), (ii) and (iii) would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the Uniform Commercial Code (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law) (it being understood that the foregoing shall not be deemed to obligate such Grantor to obtain such consents), provided that the foregoing limitation shall not affect, limit, restrict or impair the grant by such Grantor of a Security Interest pursuant to this Security Agreement in any Account or any money or other amounts due or to become due under any such contract, agreement, instrument or indenture.

          “Guarantors” shall mean Holdings and each Subsidiary Guarantor.

          “Grantor” shall have the meaning assigned to such term in the recitals hereto.

          “Intellectual Property” shall mean all of the following now owned or hereafter acquired by any Grantor: rights, priorities and privileges relating to intellectual property, whether arising under United States, multinational or foreign laws or otherwise now owned or hereafter acquired, including (a) all information used or useful arising from the business including all goodwill, trade secrets, trade secret rights, know-how, customer lists, processes of production, ideas, confidential business information, techniques, processes, formulas and all other proprietary information, and (b) the Copyrights, the Patents, the Trademarks and the Licenses and all rights to sue at law or in equity for any infringement or other impairment thereof, including the right to receive all proceeds and damages therefrom, in each case to the extent the grant by such Grantor of a Security Interest pursuant to this Security Agreement in any such rights, priorities and privileges relating to intellectual property (i) is not prohibited by any contract, agreement or other instrument governing such rights, priorities and privileges without the consent of any other party thereto, (ii) would not give any other party to any such contract, agreement or other instrument the right to terminate its obligations thereunder or (iii) is permitted with consent if all necessary consents to such grant of a Security Interest have been obtained from the relevant parties (other than to the extent that any such prohibition referred to in clauses (i), (ii) and (iii) would be rendered ineffective pursuant to Sections

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9-406, 9-407, 9-408 or 9-409 of the Uniform Commercial Code (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law) (it being understood that the foregoing shall not be deemed to obligate such Grantor to obtain such consents).

          “Investment Property” shall mean all Securities (whether certificated or uncertificated), Security Entitlements, Securities Accounts, Commodity Contracts and Commodity Accounts of any Grantor (other than as pledged pursuant to the Pledge Agreements), whether now or hereafter acquired by any Grantor, in each case to the extent the grant by a Grantor of a Security Interest therein pursuant to this Security Agreement in its right, title and interest in any such Investment Property (i) is not prohibited by any contract, agreement, instrument or indenture governing such Investment Property without the consent of any other party thereto, (ii) would not give any other party to any such contract, agreement, instrument or indenture the right to terminate its obligations thereunder or (iii) is permitted with consent if all necessary consents to such grant of a Security Interest have been obtained from the other parties thereto (other than to the extent that any such prohibition referred to in clauses (i), (ii) and (iii) would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the Uniform Commercial Code (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law) (it being understood that the foregoing shall not be deemed to obligate such Grantor to obtain such consents).

          “License” shall mean any Patent License, Trademark License, Copyright License or other license or sublicense to which any Grantor is a party.

          “Obligations” shall mean the collective reference to (i) the due and punctual payment of (x) the principal of and premium, if any, and interest at the applicable rate provided in the Credit Agreement (including interest at the contract rate applicable upon default accrued or accruing after the commencement of any proceeding, under the Bankruptcy Code or any applicable provision of comparable state or foreign law, whether or not such interest is an allowed claim in such proceeding) on the Loans, when and as due, whether at maturity, by acceleration, upon one or more dates set for prepayment or otherwise, (y) each payment required to be made by any Borrower under the Credit Agreement or any other Credit Documents in respect of any Letter of Credit, when and as due, including payments in respect of reimbursement of disbursements, interest thereon and obligations to provide cash collateral, and (z) all other monetary obligations, including fees, costs, expenses and indemnities, whether primary, secondary, direct, contingent, fixed or otherwise (including monetary obligations incurred during the pendency of any proceeding under the Bankruptcy Code or any applicable provision of comparable state or foreign law, whether or not such interest is an allowed claim in such proceeding), of any Borrower or any other Credit Party to any of the Secured Parties under the Credit Agreement and any other Credit Documents, (ii) the due and punctual performance of all covenants, agreements, obligations and liabilities of the Borrowers under or pursuant to the Credit Agreement and the other Credit Documents, (iii) the due and punctual payment and performance of all the covenants, agreements, obligations and liabilities of each other Credit Party under or pursuant to this Security Agreement or the

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other Credit Documents, (iv) the due and punctual payment and performance of all obligations of each Credit Party under each Hedge Agreement that (x) is in effect on the Closing Date with a counterparty that is a Lender or an affiliate of a Lender as of the Closing Date or (y) is entered into after the Closing Date with any counterparty that is a Lender or an affiliate of a Lender at the time such Hedge Agreement is entered into and (v) the due and punctual payment and performance of all obligations in respect of overdrafts and related liabilities owed to the applicable Administrative Agent or its affiliates arising from or in connection with (a) treasury, depositary, cash management services, (b) automated clearinghouse transfer of funds or (c) employee credit card programs of up to the U.S. Dollar Equivalent of $5,000,000.

          “Patent License” shall mean any written agreement, now or hereafter in effect, granting to any third party any right to make, use or sell any invention on which a patent, now or hereafter owned by any Grantor (including all Patents) or that any Grantor otherwise has the right to license, is in existence, or granting to any Grantor any right to make, use or sell any invention on which a patent, now or hereafter owned by any third party, is in existence, and all rights of any Grantor under any such agreement.

          “patents” shall mean, with respect to any Person, all of the following now owned or hereafter acquired by such Person: (a) all letters patent of the United States or the equivalent thereof in any other country, all registrations and recordings thereof, and all applications for letters patent of the United States or the equivalent thereof in any other country, including registrations, recordings and pending applications in the United States Patent and Trademark Office or any similar offices in any other country, and (b) all reissues, continuations, divisions, continuations-in-part, renewals or extensions thereof, and the inventions disclosed or claimed therein, including the right to make, use and/or sell the inventions disclosed or claimed therein.

          “Patents” shall mean all patents now owned or hereafter acquired by any Grantor, including those listed on Schedule 2.

          “Proceeds” shall mean all “proceeds” as such term is defined in Article 9 of the UCC and, in any event, shall include with respect to any Grantor, any consideration received from the sale, exchange, license, lease or other disposition of any asset or property that constitutes Collateral, any value received as a consequence of the possession of any Collateral and any payment received from any insurer or other person or entity as a result of the destruction, loss, theft, damage or other involuntary conversion of whatever nature of any asset or property that constitutes Collateral, and shall include (a) all cash and negotiable instruments received by or held on behalf of the Collateral Agent, (b) any claim of any Grantor against any third party for (and the right to sue and recover for and the rights to damages or profits due or accrued arising out of or in connection with) (i) past, present or future infringement of any Patent now or hereafter owned by any Grantor, or licensed under a Patent License, (ii) past, present or future infringement or dilution of any Trademark now or hereafter owned by any Grantor or licensed under a Trademark License or injury to the goodwill associated with or symbolized by any Trademark now or hereafter owned by any Grantor, (iii) past, present

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or future breach of any License and (iv) past, present or future infringement of any Copyright now or hereafter owned by any Grantor or licensed under a Copyright License and (c) any and all other amounts from time to time paid or payable under or in connection with any of the Collateral.

          “Secured Parties” shall mean, collectively, (i) the Lenders, (ii) each Administrative Agent, (iii) the Collateral Agent, (iv) the Letter of Credit Issuer, (v) the Swingline Lender, (vi) the Syndication Agent, (vii) the Documentation Agent, (viii) each counterparty to a Hedge Agreement the obligations under which constitute Obligations, (ix) the beneficiaries of each indemnification obligation undertaken by any Credit Party under the Credit Agreement or any document executed pursuant thereto and (x) any successors, indorsees, transferees and assigns of each of the foregoing.

          “Security Agreement” shall mean this Security Agreement, as the same may be amended, supplemented or otherwise modified from time to time.

          “Security Interest” shall have the meaning provided in Section 2.

          “Trademark License” shall mean any written agreement, now or hereafter in effect, granting to any third party any right to use any trademark now or hereafter owned by any Grantor (including any Trademark) or that any Grantor otherwise has the right to license, or granting to any Grantor any right to use any trademark now or hereafter owned by any third party, and all rights of any Grantor under any such agreement.

          “trademarks” shall mean, with respect to any Person, all of the following now owned or hereafter acquired by such Person: (i) all trademarks, service marks, trade names, corporate names, company names, business names, fictitious business names, trade styles, trade dress, logos, other source or business identifiers, designs and general intangibles of like nature, now existing or hereafter adopted or acquired, all registrations and recordings thereof (if any), and all registration and recording applications filed in connection therewith, including registrations and registration applications in the United States Patent and Trademark Office or any similar offices in any State of the United States or any other country or any political subdivision thereof, and all extensions or renewals thereof, (ii) all goodwill associated therewith or symbolized thereby and (iii) all other assets, rights and interests that uniquely reflect or embody such goodwill.

          “Trademarks” shall mean all trademarks now owned or hereafter acquired by any Grantor, including those listed on Schedule 3 hereto; provided that any “intent to use” Trademark applications for which a statement of use has not been filed (but only until such statement is filed) are excluded from this definition.

          “UCC” shall mean the Uniform Commercial Code as from time to time in effect in the State of New York; provided, however, that, in the event that, by reason of mandatory provisions of law, any of the attachment, perfection or priority of the Collateral Agent’s and the Secured Parties’ security interest in any Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of

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New York, the term “UCC” shall mean the Uniform Commercial Code as in effect in such other jurisdiction for purposes of the provisions hereof relating to such attachment, perfection or priority and for purposes of definitions related to such provisions.

          (d) The words “hereof”, “herein”, “hereto” and “hereunder” and words of similar import when used in this Security Agreement shall refer to this Security Agreement as a whole and not to any particular provision of this Security Agreement, and Section, subsection, clause and Schedule references are to this Security Agreement unless otherwise specified. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”.

          (e) The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms.

          (f) Where the context requires, terms relating to the Collateral or any part thereof, when used in relation to a Grantor, shall refer to such Grantor’s Collateral or the relevant part thereof.

          (g) References to “Lenders” in this Security Agreement shall be deemed to include affiliates of any Lender that may from time to time enter into Hedge Agreements with one or more of the Borrowers.

          2. Grant of Security Interest.

          (a) Each Grantor hereby bargains, sells, conveys, assigns, sets over, mortgages, pledges, hypothecates and transfers to the Collateral Agent, for the ratable benefit of the Secured Parties, and grants to the Collateral Agent, for the ratable benefit of the Secured Parties a lien on and security interest in (the “Security Interest”), all of its right, title and interest in, to and under all of the following property now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Collateral”), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations:

     (i) all Accounts;

     (ii) all cash;

     (iii) all Chattel Paper;

     (iv) all Documents;

     (v) all equipment;

     (vi) all General Intangibles;

     (vii) all Instruments;

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     (viii) all Intellectual Property;

     (ix) all Inventory;

     (x) all Investment Property;

     (xi) all Letters of Credit and Letter-of-Credit Rights;

     (xii) all Supporting Obligations;

     (xiii) all Collateral Accounts;

     (xiv) all books and records pertaining to the Collateral;

     (xv) the extent not otherwise included, all Proceeds and products of any and all of the foregoing.

          (b) Each Grantor hereby irrevocably authorizes the Collateral Agent and its Affiliates, counsel and other representatives, at any time and from time to time, to file or record financing statements, amendments to financing statements, and other filing or recording documents or instruments with respect to the Collateral in such form and in such offices as the Collateral Agent reasonably determines appropriate to perfect the security interests of the Collateral Agent under this Security Agreement, and such financing statements and amendments may described the Collateral covered thereby as “all assets”, “all personal property” or words of similar effect. Each Grantor hereby also authorizes the Collateral Agent and its Affiliates, counsel and other representatives, at any time and from time to time, to file continuation statements with respect to previously filed financing statements. A photographic or other reproduction of this Security Agreement shall be sufficient as a financing statement or other filing or recording document or instrument for filing or recording in any jurisdiction to the Collateral Agent..

          Each Grantor hereby agrees to provide to the Collateral Agent, promptly upon request, any information necessary to effectuate the filings or recordings authorized by this Section 2(b). Each Grantor also ratifies its authorization for the Collateral Agent to file in any relevant jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof.

          The Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other country) such documents as may be necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest granted by each Grantor, without the signature of any Grantor, and naming any Grantor or the Grantors as debtors and the Collateral Agent, as the case may be, as secured party.

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          The Security Interests are granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Collateral.

          3. Representations and Warranties.

          Each Grantor hereby represents and warrants to the Collateral Agent and each Secured Party that:

          3.1 Title; No Other Liens. Except for (a) the Security Interest granted to the Collateral Agent for the ratable benefit of the Secured Parties pursuant to this Security Agreement, (b) the Liens permitted by the Credit Agreement and (c) any Liens securing Indebtedness which is no longer outstanding or any Liens with respect to commitments to lend which have been terminated, such Grantor owns each item of the Collateral free and clear of any and all Liens or claims of others. No security agreement, financing statement or other public notice with respect to all or any part of the Collateral that evidences a Lien securing any material Indebtedness is on file or of record in any public office, except such as have been filed in favor of the Collateral Agent for the ratable benefit of the Secured Parties pursuant to this Security Agreement or are permitted by the Credit Agreement.

          3.2 Perfected First Priority Liens. (a) This Security Agreement is effective to create in favor of the Collateral Agent, for its benefit and for the benefit of the Secured Parties, legal, valid and enforceable Security Interests in the Collateral, subject to the effects of bankruptcy, insolvency or similar laws affecting creditors’ rights generally and general equitable principles.

          (b) Subject to the limitations set forth in clause (c) of this Section 3.2, the Security Interests granted pursuant to this Security Agreement (i) will constitute valid and perfected Security Interests in the Collateral (as to which perfection may be obtained by the filings or other actions described in clause (A), (B) or (C) of this paragraph) in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, as collateral security for the Obligations, upon (A) the completion of the filing in the applicable filing offices of all financing statements, in each case, naming each Grantor as “debtor” and the Collateral Agent as “secured party” and describing the Collateral, (B) delivery of all Instruments, Chattel Paper, Certificated Securities and negotiable Documents in each case, properly endorsed for transfer to the Collateral Agent or in blank and (C) completion of the filing, registration and recording of a fully executed agreement in the form hereof (or a supplement hereto) and containing a description of all Collateral constituting Intellectual Property in the United States Patent and Trademark Office (or any successor office) within the three month period (commencing as of the date hereof) or, in the case of Collateral constituting Intellectual Property acquired after the date hereof, thereafter pursuant to 35 USC § 261 and 15 USC § 1060 and the regulations thereunder with respect to United States Patents and United States registered Trademarks and in the United States Copyright Office (or any successor office) within the one month period (commencing as of the applicable date of acquisition or filing) or, in the case of

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Collateral constituting Intellectual Property acquired after the date hereof, thereafter with respect to United States registered Copyrights pursuant to 17 USC § 205 and the regulations thereunder as soon as reasonably practicable, and otherwise as may be required pursuant to the laws of any other necessary jurisdiction to the extent that a security interest may be perfected by such filings, registrations and recordings, and (ii) are prior to all other Liens on the Collateral other than Liens permitted pursuant to Section 10.2 of the Credit Agreement.

          (c) Notwithstanding anything to the contrary herein, no Grantor shall be required to perfect the Security Interests granted by this Security Agreement (including Security Interests in cash, cash accounts and Investment Property) by any means other than by (i) filings pursuant to the UCC of the relevant State(s), (ii) filings with the registrars of motor vehicles or other appropriate authorities in the relevant jurisdictions, (iii) filings approved by United States government offices with respect to Intellectual Property or (iv) delivery to the Collateral Agent to be held in its possession of all Collateral consisting of Tangible Chattel Paper, Instruments, Certificated Securities or Negotiable Documents.

          (d) It is understood and agreed that the Security Interests in cash and Investment Property created hereunder shall not prevent the Grantors from using such assets in the ordinary course of their respective businesses.

          4. Covenants.

          Each Grantor hereby covenants and agrees with the Collateral Agent and the Secured Parties that, from and after the date of this Security Agreement until the Obligations under the Credit Documents are paid in full, the Commitments are terminated and no Letter of Credit remains outstanding:

          4.1 Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain the Security Interest created by this Security Agreement as a perfected Security Interest having at least the priority described in Section 3.1 and shall defend such Security Interest against the claims and demands of all Persons whomsoever, in each case subject to Section 3.2(c).

          (b) Such Grantor will furnish to the Collateral Agent and the Lenders from time to time statements and schedules further identifying and describing the assets and property of such Grantor and such other reports in connection therewith as the Collateral Agent may reasonably request. In addition, within 30 days after the end of each calendar quarter, such Grantor will deliver to the Collateral Agent a written supplement substantially in the form of Annex B hereto with respect to any additional Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks and Trademark Licenses acquired by such Grantor after the date hereof, all in reasonable detail.

          (c) Subject to clause (d) below and Section 3.2(c), each Grantor agrees that at any time and from time to time, at the expense of such Grantor, it will execute any

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and all further documents, financing statements, agreements and instruments, and take all such further actions (including the filing and recording of financing statements and other documents, including all applicable documents required under Section 3.2(b)(C)), which may be required under any applicable law, or which the Collateral Agent or the Required Lenders may reasonably request, in order (x) to grant, preserve, protect and perfect the validity and priority of the Security Interests created or intended to be created hereby or (y) to enable the Collateral Agent to exercise and enforce its rights and remedies hereunder with respect to any Collateral, including the filing of any financing or continuation statements under the UCC in effect in any jurisdiction with respect to the Security Interests created hereby and all applicable documents required under Section 3.2(b)(C), all at the expense of such Grantor.

          (d) Notwithstanding anything in this Section 4.1 to the contrary, (i) with respect to any assets acquired by such Grantor after the date hereof that are required by the Credit Agreement to be subject to the Lien created hereby or (ii) with respect to any Person that, subsequent to the date hereof, becomes a U.S. Subsidiary that is required by the Credit Agreement to become a party hereto, the relevant Grantor after the acquisition or creation thereof shall promptly take all actions required by the Credit Agreement or this Section 4.1.

          4.2 Changes in Locations, Name, etc. Each Grantor will furnish to the Collateral Agent prompt written notice of any change (i) in its legal name, (ii) in its jurisdiction of organization or location for purposes of the UCC, (iii) in any office in which it maintains books or records relating to Collateral owned by it (including the establishment of any such new office), (iv) in its identity or type of organization or corporate structure or (v) in its Federal Taxpayer Identification Number or organizational identification number. Each Grantor agrees promptly to provide the Collateral Agent with certified organizational documents reflecting any of the changes described in the first sentence of this paragraph. Each Grantor agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been made and all actions have been taken under the UCC or that are otherwise required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral having at least the priority described in Section 3.2. Each Grantor also agrees promptly to notify the Collateral Agent if any material portion of the Collateral is damaged or destroyed.

          4.3 Notices. Each Grantor will advise the Collateral Agent and the Lenders promptly, in reasonable detail, of any Lien of which it has knowledge (other than the Security Interests created hereby or Liens permitted under the Credit Agreement) on any of the Collateral which would adversely affect, in any material respect, the ability of the Collateral Agent to exercise any of its remedies hereunder.

          4.4 Special Covenants with Respect to Equipment. (a) Each Grantor shall, promptly after the acquisition by such Grantor of any item of equipment that is covered by a certificate of title under a statute of any jurisdiction under the law of which indication of a Security Interest on such certificate is required as a condition of perfection

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thereof, execute and file with the registrar of motor vehicles or other appropriate authority in such jurisdiction an application or other document requesting the notation or other indication of the Security Interest created hereunder on such certificate of title.

          (b) Upon the occurrence and during the continuation of any Event of Default, all insurance payments in respect of such equipment shall be paid to and applied by the Collateral Agent as specified in Section 5.4 hereof.

          (c) At the Collateral Agent’s request at any time after the occurrence and during the continuance of an Event of Default, each Grantor shall deliver to the Collateral Agent the certificates of title covering each item of equipment the perfection of which is governed by the notation on the certificate of title of the Collateral Agent’s Security Interest created hereunder.

          5. Remedial Provisions.

          5.1 Certain Matters Relating to Accounts. (a) At any time after the occurrence and during the continuance of an Event of Default and after giving reasonable notice to the Company and any other relevant Grantor, the Administrative Agents shall have the right, but not the obligation, to instruct the Collateral Agent to (and upon such instruction, the Collateral Agent shall) make test verifications of the Accounts in any manner and through any medium that such Agent reasonably considers advisable, and each Grantor shall furnish all such assistance and information as such Agent may require in connection with such test verifications. Such Agent shall have the absolute right to share any information it gains from such inspection or verification with any Secured Party.

          (b) The Collateral Agent hereby authorizes each Grantor to collect such Grantor’s Accounts and the Collateral Agent may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default. If required in writing by the Collateral Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of Accounts, when collected by any Grantor, (i) shall be forthwith (and, in any event, within two Business Days) deposited by such Grantor in the exact form received, duly endorsed by such Grantor to the Collateral Agent if required, in a Collateral Account maintained under the sole dominion and control of and on terms and conditions reasonably satisfactory to the Collateral Agent, subject to withdrawal by the Collateral Agent for the account of the Secured Parties only as provided in Section 5.5, and (ii) until so turned over, shall be held by such Grantor in trust for the Collateral Agent and the Secured Parties, segregated from other funds of such Grantor. Each such deposit of Proceeds of Accounts shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit.

          (c) At the Collateral Agent’s request at any time after the occurrence and during the continuance of an Event of Default, each Grantor shall deliver to the Collateral Agent all original and other documents evidencing, and relating to, the

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agreements and transactions which gave rise to the Accounts, including all original orders, invoices and shipping receipts.

          (d) Upon the occurrence and during the continuance of an Event of Default, a Grantor shall not grant any extension of the time of payment of any of the Accounts, compromise, compound or settle the same for less than the full amount thereof, release, wholly or partly, any person liable for the payment thereof, or allow any credit or discount whatsoever thereon if the Collateral Agent shall have instructed the Grantors not to grant or make any such extension, credit, discount, compromise or settlement under any circumstances during the continuance of such Event of Default.

          (e) At the direction of the Collateral Agent, upon the occurrence and during the continuance of an Event of Default, each Grantor shall grant to the Collateral Agent to the extent assignable, an irrevocable, non-exclusive, fully paid-up, royalty-free, worldwide license to use, assign, license or sublicense any of the Intellectual Property now owned or hereafter acquired by such Grantor. Such license shall include access to all media in which any of the licensed items may be recorded or stored and to all computer programs used for the compilation or printout thereof.

          5.2 Communications with Credit Parties; Grantors Remain Liable. (a) The Collateral Agent in its own name or in the name of others may at any time after the occurrence and during the continuance of an Event of Default, after giving reasonable notice to the relevant Grantor of its intent to do so, communicate with obligors under the Accounts to verify with them to the Collateral Agent’s satisfaction the existence, amount and terms of any Accounts. The Collateral Agent shall have the absolute right to share any information it gains from such inspection or verification with any Secured Party.

          (b) Upon the written request of the Collateral Agent at any time after the occurrence and during the continuance of an Event of Default, each Grantor shall notify obligors on the Accounts that the Accounts have been assigned to the Collateral Agent for the ratable benefit of the Secured Parties and that payments in respect thereof shall be made directly to the Collateral Agent.

          (c) Anything herein to the contrary notwithstanding, each Grantor shall remain liable under each of the Accounts to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. Neither the Collateral Agent nor any Secured Party shall have any obligation or liability under any Account (or any agreement giving rise thereto) by reason of or arising out of this Security Agreement or the receipt by the Collateral Agent or any Secured Party of any payment relating thereto, nor shall the Collateral Agent or any Secured Party be obligated in any manner to perform any of the obligations of any Grantor under or pursuant to any Account (or any agreement giving rise thereto), to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or

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to collect the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times.

          5.3 Proceeds to be Turned Over To Collateral Agent. In addition to the rights of the Collateral Agent and the Secured Parties specified in Section 5.1 with respect to payments of Accounts, if an Event of Default shall occur and be continuing and the Collateral Agent so requires by notice in writing to the relevant Grantor (it being understood that the exercise of remedies by the Secured Parties in connection with an Event of Default under Section 11.5 of the Credit Agreement shall be deemed to constitute a request by the Collateral Agent for the purposes of this sentence and in such circumstances, no such written notice shall be required), all Proceeds received by any Grantor consisting of cash, checks and other near-cash items shall be held by such Grantor in trust for the Collateral Agent and the Secured Parties, segregated from other funds of such Grantor, and shall, forthwith upon receipt by such Grantor, be turned over to the Collateral Agent in the exact form received by such Grantor (duly endorsed by such Grantor to the Collateral Agent, if required). All Proceeds received by the Collateral Agent hereunder shall be held by the Collateral Agent in a Collateral Account maintained under its dominion and control and on terms and conditions reasonably satisfactory to the Collateral Agent. All Proceeds while held by the Collateral Agent in a Collateral Account (or by such Grantor in trust for the Collateral Agent and the Secured Parties) shall continue to be held as collateral security for all the Obligations and shall not constitute payment thereof until applied as provided in Section 5.4.

          5.4 Application of Proceeds. The Collateral Agent shall apply the proceeds of any collection or sale of the Collateral as well as any Collateral consisting of cash, at any time after receipt as follows:

     (i) first, to the payment of all reasonable and documented costs and expenses incurred by the Collateral Agent in connection with such collection or sale or otherwise in connection with this Security Agreement, the other Credit Documents or any of the Obligations, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Collateral Agent hereunder or under any other Credit Document on behalf of any Grantor and any other reasonable and documented costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Credit Document;

     (ii) second, to the Secured Parties, an amount equal to all Obligations owing to them on the date of any distribution, and, if such moneys shall be insufficient to pay such amounts in full, then ratably (without priority of any one over any other) to such Secured Parties in proportion to the unpaid amounts thereof; and

     (iii) third, any surplus then remaining shall be paid to the Grantors or their successors or assigns or to whomsoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct.

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Upon any sale of the Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof.

          5.5 Code and Other Remedies. If an Event of Default shall occur and be continuing, the Collateral Agent may exercise in respect of the Collateral, in addition to all other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party upon default under the UCC or any other applicable law and also may without notice except as specified below, sell the Collateral or any part thereof in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Collateral Agent or any Lender or elsewhere for cash or on credit or for future delivery at such price or prices and upon such other terms as are commercially reasonable irrespective of the impact of any such sales on the market price of the Collateral. The Collateral Agent shall be authorized at any such sale (if it deems it advisable to do so) to restrict the prospective bidders or purchasers of Collateral to Persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or sale thereof, and, upon consummation of any such sale, the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of any Grantor, and each Grantor hereby waives (to the extent permitted by law) all rights of redemption, stay and/or appraisal that it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. The Collateral Agent and any Secured Party shall have the right upon any such public sale, and, to the extent permitted by law, upon any such private sale, to purchase the whole or any part of the Collateral so sold, and the Collateral Agent or such Secured Party may pay the purchase price by crediting the amount thereof against the Obligations. Each Grantor agrees that, to the extent notice of sale shall be required by law, at least ten days’ notice to such Grantor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. To the extent permitted by law, each Grantor hereby waives any claim against the Collateral Agent arising by reason of the fact that the price at which any Collateral may have been sold at such a private sale was less than the price that might have been obtained at a public sale, even if the Collateral Agent accepts the first offer received and does not offer such Collateral to more than one offeree. Each Grantor further agrees, at the Collateral Agent’s request to assemble the Collateral and make it available to the Collateral Agent, at places which the Collateral Agent shall reasonably select, whether at such Grantor’s premises or

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elsewhere. The Collateral Agent shall apply the net proceeds of any action taken by it pursuant to this subsection 5.5 in accordance with the provisions of subsection 5.4.

          5.6 Deficiency. Each Grantor shall remain liable for any deficiency if the proceeds of any sale or other disposition of the Collateral are insufficient to pay its Obligations and the fees and disbursements of any attorneys employed by the Collateral Agent or any Secured Party to collect such deficiency.

          5.7 Amendments, etc. with Respect to the Obligations; Waiver of Rights. Each Grantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against any Grantor and without notice to or further assent by any Grantor, (a) any demand for payment of any of the Obligations made by the Collateral Agent or any other Secured Party may be rescinded by such party and any of the Obligations continued, (b) the Obligations, or the liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Collateral Agent or any other Secured Party, (c) the Credit Agreement, the other Credit Documents, the Letters of Credit and any other documents executed and delivered in connection therewith and the Hedge Agreements and any other documents executed and delivered in connection therewith and any documents entered into with the applicable Administrative Agent or the Collateral Agent or any of its respective affiliates in connection with treasury, depositary or cash management services or in connection with any automated clearinghouse transfer of funds may be amended, modified, supplemented or terminated, in whole or in part, as the applicable Administrative Agent (or the Required Lenders, as the case may be, or, in the case of any Hedge Agreement or documents entered into with the applicable Administrative Agent or any of its respective affiliates in connection with treasury, depositary or cash management services or in connection with any automated clearinghouse transfer of funds, the party thereto) may deem advisable from time to time, and (d) any collateral security, guarantee or right of offset at any time held by the Collateral Agent or any other Secured Party for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. Neither the Collateral Agent nor any other Secured Party shall have any obligation to protect, secure, perfect or insure any Lien at any time held by it as security for the Obligations or for this Security Agreement or any property subject thereto. When making any demand hereunder against any Grantor, the Collateral Agent or any other Secured Party may, but shall be under no obligation to, make a similar demand on any Borrower or any Grantor or any other person, and any failure by the Collateral Agent or any other Secured Party to make any such demand or to collect any payments from any Borrower or any Grantor or any other person or any release of any Borrower or any Grantor or any other person shall not relieve any Grantor in respect of which a demand or collection is not made or any Grantor not so released of its several obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of the Collateral Agent or any other Secured Party against

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any Grantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

          6. The Collateral Agent.

          6.1 Collateral Agent’s Appointment as Attorneys-in-Fact, etc. (a) Each Grantor hereby appoints, which appointment is irrevocable and coupled with an interest, effective upon and during the occurrence of an Event of Default, the Collateral Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Grantor and in the name of such Grantor or otherwise, for the purpose of carrying out the terms of this Security Agreement, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this Security Agreement, and, without limiting the generality of the foregoing, each Grantor hereby gives the Collateral Agent the power and right, on behalf of such Grantor, either in the Collateral Agent’s name or in the name of such Grantor or otherwise, without assent by such Grantor, to do any or all of the following, in each case after and during the occurrence of an Event of Default and after written notice by the Collateral Agent of its intent to do so:

     (i) take possession of and endorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys due under any Account or with respect to any other Collateral and file any claim or take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Collateral Agent for the purpose of collecting any and all such moneys due under any Account or with respect to any other Collateral whenever payable;

     (ii) in the case of any Intellectual Property, execute and deliver, and have recorded, any and all agreements, instruments, documents and papers as the Collateral Agent may request to evidence the Collateral Agent’s and the Secured Parties’ Security Interest in such Intellectual Property and the goodwill and general intangibles of such Grantor relating thereto or represented thereby;

     (iii) pay or discharge taxes and Liens levied or placed on or threatened against the Collateral;

     (iv) execute, in connection with any sale provided for in Section 5.5, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral;

     (v) obtain and adjust insurance required to be maintained by such Grantor or paid to the Collateral Agent pursuant to Section 4.5;

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     (vi) direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due or to become due thereunder directly to the Collateral Agent or as the Collateral Agent shall direct;

     (vii) ask or demand for, collect and receive payment of and receipt for, any and all moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Collateral;

     (viii) sign and endorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications, notices and other documents in connection with any of the Collateral;

     (ix) commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any portion thereof and to enforce any other right in respect of any Collateral;

     (x) defend any suit, action or proceeding brought against such Grantor with respect to any Collateral (with such Grantor’s consent to the extent such action or its resolution could materially affect such Grantor or any of its affiliates in any manner other than with respect to its continuing rights in such Collateral);

     (xi) settle, compromise or adjust any such suit, action or proceeding and, in connection therewith, give such discharges or releases as the Collateral Agent may deem appropriate (with such Grantor’s consent to the extent such action or its resolution could materially affect such Grantor or any of its affiliates in any manner other than with respect to its continuing rights in such Collateral);

     (xii) assign any Copyright, Patent or Trademark (along with the goodwill of the business to which any such Copyright, Patent or Trademark pertains), throughout the world for such term or terms, on such conditions, and in such manner, as the Collateral Agent shall in its sole discretion determine; and

     (xiii) generally, sell, transfer, pledge and make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Collateral Agent were the absolute owner thereof for all purposes, and do, at the Collateral Agent’s option and such Grantor’s expense, at any time, or from time to time, all acts and things that the Collateral Agent deems necessary to protect, preserve or realize upon the Collateral and the Collateral Agent’s and the Secured Parties’ Security Interests therein and to effect the intent of this Security Agreement, all as fully and effectively as such Grantor might do.

Anything in this Section 6.1(a) to the contrary notwithstanding, the Collateral Agent agrees that it will not exercise any rights under the power of attorney provided for in this Section 6.1(a) unless an Event of Default shall have occurred and be continuing.

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          (b) If any Grantor fails to perform or comply with any of its agreements contained herein, the Collateral Agent, at its option, but without any obligation so to do, may perform or comply, or otherwise cause performance or compliance, with such agreement.

          (c) The expenses of the Collateral Agent incurred in connection with actions undertaken as provided in this Section 6.1, together with interest thereon at a rate per annum equal to the highest rate per annum at which interest would then be payable on any category of past due ABR Loans under the Credit Agreement, from the date of payment by the Collateral Agent to the date reimbursed by the relevant Grantor, shall be payable by such Grantor to the Collateral Agent on demand.

          (d) Each Grantor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. All powers, authorizations and agencies contained in this Security Agreement are coupled with an interest and are irrevocable until this Security Agreement is terminated and the Security Interests created hereby are released.

          6.2 Duty of Collateral Agent. The Collateral Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of the UCC or otherwise, shall be to deal with it in the same manner as the Collateral Agent deals with similar property for its own account. The Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of any Collateral in its possession if such Collateral is accorded treatment substantially equal to that which the Collateral Agent accords its own property. Neither the Collateral Agent, any Secured Party nor any of their respective officers, directors, employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any Grantor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The powers conferred on the Collateral Agent and the Secured Parties hereunder are solely to protect the Collateral Agent’s and the Secured Parties’ interests in the Collateral and shall not impose any duty upon the Collateral Agent or any Secured Party to exercise any such powers. The Collateral Agent and the Secured Parties shall be accountable only for amounts that they actually receive as a result of the exercise of such powers, and neither they nor any of their officers, directors, employees or agents shall be responsible to any Grantor for any act or failure to act hereunder, except for their own gross negligence or willful misconduct.

          6.3 Authority of Collateral Agent. Each Grantor acknowledges that the rights and responsibilities of the Collateral Agent under this Security Agreement with respect to any action taken by the Collateral Agent or the exercise or non-exercise by the Collateral Agent of any option, voting right, request, judgment or other right or remedy provided for herein or resulting or arising out of this Security Agreement shall, as between the Collateral Agent and the Secured Parties, be governed by the Credit Agreement, and by such other agreements with respect thereto as may exist from time to

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time among them, but, as between the Collateral Agent and the Grantors, the Collateral Agent shall be conclusively presumed to be acting as agent for the applicable Secured Parties with full and valid authority so to act or refrain from acting, and no Grantor shall be under any obligation, or entitlement, to make any inquiry respecting such authority.

          6.4 Security Interest Absolute. All rights of the Collateral Agent hereunder, the security interest and all obligations of the Grantors hereunder shall be absolute and unconditional.

          6.5 Continuing Security Interest; Assignments Under the Credit Agreement; Release. (a) This Security Agreement shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Grantor and the successors and assigns thereof and shall inure to the benefit of the Collateral Agent and the other Secured Parties and their respective successors, indorsees, transferees and assigns until all Obligations under the Credit Documents (other than any contingent indemnity obligations not then due) and the obligations of each Grantor under this Security Agreement shall have been satisfied by payment in full, the Commitments shall be terminated and no Letters of Credit shall be outstanding, notwithstanding that from time to time during the term of the Credit Agreement and any Hedge Agreement the Credit Parties may be free from any Obligations.

          (b) A Subsidiary Grantor shall automatically be released from its obligations hereunder and the Security Interest in the Collateral of such Subsidiary Grantor shall be automatically released upon the consummation of any transaction permitted under the Credit Agreement as a result of which such Subsidiary Grantor ceases to be a Subsidiary Guarantor.

          (c) Upon any sale or other transfer by any Grantor of any Collateral that is permitted under the Credit Agreement or upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to Section 13.1 of the Credit Agreement, the Security Interest in such Collateral shall be automatically released and such Collateral sold free and clear of the Lien and Security Interests created hereby.

          (d) In connection with any termination or release pursuant to paragraph (a), (b) or (c), the Collateral Agent shall execute and deliver to any Grantor, at such Grantor’s expense, all documents that such Grantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 6.5 shall be without recourse to or warranty by the Collateral Agent.

          6.6 Reinstatement. Each Grantor further agrees that, if any payment made by any Credit Party or other Person and applied to the Obligations is at any time annulled, avoided, set aside, rescinded, invalidated, declared to be fraudulent or preferential or otherwise required to be refunded or repaid, or the proceeds of Collateral are required to be returned by any Secured Party to such Credit Party, its estate, trustee, receiver or any other party, including any Grantor, under any bankruptcy law, state or

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federal law, common law or equitable cause, then, to the extent of such payment or repayment, any Lien or other Collateral securing such liability shall be and remain in full force and effect, as fully as if such payment had never been made or, if prior thereto the Lien granted hereby or other Collateral securing such liability hereunder shall have been released or terminated by virtue of such cancellation or surrender), such Lien or other Collateral shall be reinstated in full force and effect, and such prior cancellation or surrender shall not diminish, release, discharge, impair or otherwise affect any Lien or other Collateral securing the obligations of any Grantor in respect of the amount of such payment.

          7. Collateral Agent As Agent.

          (a) Citicorp North America, Inc. has been appointed to act as the Collateral Agent under the Credit Agreement, by the Lenders under the Credit Agreement and, by their acceptance of the benefits hereof, the other Secured Parties. The Collateral Agent shall be obligated, and shall have the right hereunder, to make demands, to give notices, to exercise or refrain from exercising any rights, and to take or refrain from taking any action (including the release or substitution of Collateral), solely in accordance with this Security Agreement and the Credit Agreement, provided that the Collateral Agent shall exercise, or refrain from exercising, any remedies provided for in Section 5 in accordance with the instructions of Required Lenders. In furtherance of the foregoing provisions of this Section 7(a), each Secured Party, by its acceptance of the benefits hereof, agrees that it shall have no right individually to realize upon any of the Collateral hereunder, it being understood and agreed by such Secured Party that all rights and remedies hereunder may be exercised solely by the Collateral Agent for the ratable benefit of the applicable Lenders and Secured Parties in accordance with the terms of this Section 7(a).

          (b) The Collateral Agent shall at all times be the same Person that is the Collateral Agent under the Credit Agreement. Written notice of resignation by the Collateral Agent pursuant to Section 12.9 of the Credit Agreement shall also constitute notice of resignation as Collateral Agent under this Security Agreement; removal of the Collateral Agent shall also constitute removal under this Security Agreement; and appointment of a Collateral Agent pursuant to Section 12.9 of the Credit Agreement shall also constitute appointment of a successor Collateral Agent under this Security Agreement. Upon the acceptance of any appointment as Collateral Agent under Section 12.9 of the Credit Agreement by a successor Collateral Agent, that successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Collateral Agent under this Security Agreement, and the retiring or removed Collateral Agent under this Security Agreement shall promptly (i) transfer to such successor Collateral Agent all sums, securities and other items of Collateral held hereunder, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Collateral Agent under this Security Agreement, and (ii) execute and deliver to such successor Collateral Agent or otherwise authorize the filing of such amendments to financing statements and take such other actions, as may be necessary or appropriate in

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connection with the assignment to such successor Collateral Agent of the Security Interests created hereunder, whereupon such retiring or removed Collateral Agent shall be discharged from its duties and obligations under this Security Agreement. After any retiring or removed Collateral Agent’s resignation or removal hereunder as Collateral Agent, the provisions of this Security Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it under this Security Agreement while it was Collateral Agent hereunder.

          (c) The Collateral Agent shall not be deemed to have any duty whatsoever with respect to any Secured Party that is a counterparty to a Hedge Agreement the obligations under which constitute Obligations, unless it shall have received written notice in form and substance satisfactory to the Collateral Agent from a Grantor or any such Secured Party as to the existence and terms of the applicable Hedge Agreement.

          8. Miscellaneous.

          8.1 Amendments in Writing. None of the terms or provisions of this Security Agreement may be waived, amended, supplemented or otherwise modified except by a written instrument executed by the affected Grantor and the applicable Administrative Agent in accordance with Section 13.1 of the Credit Agreement.

          8.2 Notices. All notices, requests and demands pursuant hereto shall be made in accordance with Section 13.2 of the Credit Agreement. All communications and notices hereunder to any Subsidiary Grantor shall be given to it in care of the Company at the Company’s address set forth in Section 13.2 of the Credit Agreement.

          8.3 No Waiver by Course of Conduct; Cumulative Remedies. Neither the Collateral Agent nor any Secured Party shall by any act (except by a written instrument pursuant to Section 9.1 hereof), delay, indulgence, omission or otherwise be deemed to have waived any right or remedy hereunder or to have acquiesced in any Default or Event of Default or in any breach of any of the terms and conditions hereof. No failure to exercise, nor any delay in exercising, on the part of the Collateral Agent or any other Secured Party, any right, power or privilege hereunder shall operate as a waiver thereof. No single or partial exercise of any right, power or privilege hereunder shall preclude any other or further exercise thereof or the exercise of any other right, power or privilege. A waiver by the Collateral Agent or any other Secured Party of any right or remedy hereunder on any one occasion shall not be construed as a bar to any right or remedy that the Collateral Agent or such other Secured Party would otherwise have on any future occasion. The rights, remedies, powers and privileges herein provided are cumulative, may be exercised singly or concurrently and are not exclusive of any other rights or remedies provided by law.

          8.4 Enforcement Expenses; Indemnification. (a) Each Grantor agrees to pay any and all expenses (including all reasonable fees and disbursements of counsel) that may be paid or incurred by any Secured Party in enforcing, or obtaining advice of

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counsel in respect of, any rights with respect to, or collecting, any or all of the Obligations and/or enforcing any rights with respect to, or collecting against, such Grantor under this Security Agreement.

          (b) Each Grantor agrees to pay, and to save the Collateral Agent and the Secured Parties harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Security Agreement.

          (c) Each Grantor agrees to pay, and to save the Collateral Agent and the Secured Parties harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Security Agreement to the extent a Borrower would be required to do so pursuant to Section 12.7 of the Credit Agreement.

          (d) The agreements in this Section 9.4 shall survive repayment of the Obligations and all other amounts payable under the Credit Agreement and the other Credit Documents.

          8.5 Successors and Assigns. The provisions of this Security Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that no Grantor may assign, transfer or delegate any of its rights or obligations under this Security Agreement without the prior written consent of the Collateral Agent except pursuant to a transaction permitted by the Credit Agreement.

          8.6 Counterparts. This Security Agreement may be executed by one or more of the parties to this Security Agreement on any number of separate counterparts (including by facsimile or other electronic transmission), and all of said counterparts taken together shall be deemed to constitute one and the same instrument. A set of the copies of this Security Agreement signed by all the parties shall be lodged with the Collateral Agent and the Company.

          8.7 Severability. Any provision of this Security Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties hereto shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

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          8.8 Section Headings. The Section headings used in this Security Agreement are for convenience of reference only and are not to affect the construction hereof or be taken into consideration in the interpretation hereof.

          8.9 Integration. This Security Agreement together with the other Credit Documents represents the agreement of each of the Grantors with respect to the subject matter hereof and there are no promises, undertakings, representations or warranties by the Collateral Agent or any other Secured Party relative to the subject matter hereof not expressly set forth or referred to herein or in the other Credit Documents.

          8.10 GOVERNING LAW. THIS SECURITY AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

          8.11 Submission To Jurisdiction Waivers. Each Grantor hereby irrevocably and unconditionally:

     (a) submits for itself and its property in any legal action or proceeding relating to this Security Agreement and the other Credit Documents to which it is a party, or for recognition and enforcement of any judgment in respect thereof, to the non-exclusive general jurisdiction of the courts of the State of New York, the courts of the United States of America for the Southern District of New York, and appellate courts from any thereof;

     (b) consents that any such action or proceeding may be brought in such courts and waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same;

     (c) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Grantor at its address referred to in Section 8.2 or at such other address of which the Collateral Agent shall have been notified pursuant thereto;

     (d) agrees that nothing herein shall affect the right of the Collateral Agent or any other Secured Party to effect service of process in any other manner permitted by law or shall limit the right of the Collateral Agent or any Secured Party to sue in any other jurisdiction; and

     (e) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this Section 8.11 any special, exemplary, punitive or consequential damages.

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          8.12 Acknowledgments. Each Grantor hereby acknowledges that:

     (a) it has been advised by counsel in the negotiation, execution and delivery of this Security Agreement and the other Credit Documents to which it is a party;

     (b) neither the Collateral Agent nor any other Secured Party has any fiduciary relationship with or duty to any Grantor arising out of or in connection with this Security Agreement or any of the other Credit Documents, and the relationship between the Grantors, on the one hand, and the Collateral Agent and the other Secured Parties, on the other hand, in connection herewith or therewith is solely that of debtor and creditor; and

     (c) no joint venture is created hereby or by the other Credit Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders and any other Secured Party or among the Grantors and the Lenders and any other Secured Party.

          8.13 Additional Grantors. Each U.S. Subsidiary of the Company that is required to become a party to this Security Agreement pursuant to Section 9.11 of the Credit Agreement shall become a Grantor, with the same force and effect as if originally named as a Grantor herein, for all purposes of this Security Agreement upon execution and delivery by such U.S. Subsidiary of a written supplement substantially in the form of Annex A hereto. The execution and delivery of any instrument adding an additional Grantor as a party to this Security Agreement shall not require the consent of any other Grantor hereunder. The rights and obligations of each Grantor hereunder shall remain in full force and effect notwithstanding the addition of any new Grantor as a party to this Security Agreement.

          8.14 WAIVER OF JURY TRIAL. EACH GRANTOR HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS SECURITY AGREEMENT, ANY OTHER CREDIT DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.

[Signature Pages Follow]

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          IN WITNESS WHEREOF, each of the undersigned has caused this Security Agreement to be duly executed and delivered as of the date first above written.

AVAGO TECHNOLOGIES WIRELESS (U.S.A.) MANUFACTURING INC., as Grantor
By:	/s/ Adam H. Clammer
	Name:	Adam H. Clammer
	Title:

AVAGO TECHNOLOGIES U.S. INC., as Grantor
By:	/s/ Adam H. Clammer
	Name:	Adam H. Clammer
	Title:

AVAGO TECHNOLOGIES IMAGING (U.S.A.) INC., as Grantor
By:	/s/ Adam H. Clammer
	Name:	Adam H. Clammer
	Title:

AVAGO TECHNOLOGIES STORAGE (U.S.A.) INC., as Grantor
By:	/s/ Adam H. Clammer
	Name:	Adam H. Clammer
	Title:

[Signature Page to U.S. Security Agreement]

AVAGO TECHNOLOGIES WIRELESS (U.S.A.) INC., as Grantor
By:	/s/ Adam H. Clammer
	Name:	Adam H. Clammer
	Title:	President

AVAGO TECHNOLOGIES U.S. R&D INC., as Grantor
By:	/s/ Adam H. Clammer
	Name:	Adam H. Clammer
	Title:	Director

[Signature Page to U.S. Security Agreement]

Citicorp North America, Inc., as Collateral Agent
By:	/s/ David Windnam
	Name:	David Windnam
	Title:	VP

[Signature Page to U.S. Security Agreement]

EX-10.17

Exhibit-10.17

          SUPPLEMENT NO. 1 dated as of May 1, 2006, to the SECURITY AGREEMENT dated as of December 1, 2005, among AVAGO TECHNOLOGIES WIRELESS (U.S.A.) MANUFACTURING INC., a Delaware corporation (“U.S. Wireless”), and AVAGO TECHNOLOGIES U.S. INC., a Delaware corporation (“U.S. Opco” and together with U.S. Wireless, the “U.S. Borrowers” and each a “U.S. Borrower”), each of the Subsidiaries of the Company listed on the signature pages thereto (each such Subsidiary individually, a “Subsidiary Grantor” and, collectively, the “Subsidiary Grantors”; the Subsidiary Grantors and the U.S. Borrowers are referred to collectively as the “Grantors”) and CITICORP NORTH AMERICA, INC., as Collateral Agent (in such capacity, the “Collateral Agent”) under the Credit Agreement referred to below.

          A. Reference is made to (a) the Credit Agreement dated as of December 1, 2005 (as the same may be amended, restated, supplemented or otherwise modified, refinanced or replaced from time to time, the “Credit Agreement”), among AVAGO TECHNOLOGIES FINANCE PTE. LTD. (company registration number 200512223N), a Singapore limited company (the “Company” or the “Singaporean Borrower”), a wholly-owned Subsidiary of AVAGO TECHNOLOGIES HOLDING PTE. LTD. (company registration number 200512203H), a Singapore limited company (“Holdings”), a wholly-owned Subsidiary of AVAGO TECHNOLOGIES LIMITED (company registration number 200510713C), a Singapore limited company (“Avago” or “Parent”), AVAGO TECHNOLOGIES FINANCE S.À.R.L., a Grand Duchy of Luxembourg limited liability company (the “Lux Borrower”), AVAGO TECHNOLOGIES (MALAYSIA) SDN. BHD. (f/k/a Jumbo Portfolio Sdn. Bhd.) (Company No. 704181-P), a company incorporated in Malaysia under the Companies Act, 1965 (the “Malaysian Borrower”), the U.S. Borrowers (together with the Singaporean Borrower, the Lux Borrower and the Malaysian Borrower, the “Borrowers and each, a “Borrower”), the lenders or other financial institutions or entities from time to time parties thereto (the “Lenders”), CITICORP INTERNATIONAL LIMITED (HONG KONG), as Asian Administrative Agent and CITICORP NORTH AMERICA, INC., as Tranche B Term Loan Administrative Agent and as Collateral Agent and (b) the Guarantee dated as of December 1, 2005 (as the same may be amended, restated, supplemented or otherwise modified, refinanced or replaced from time to time, the “Guarantee”), among the Guarantors party thereto and the Collateral Agent.

          B. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Security Agreement.

          C. The Grantors have entered into the Security Agreement in order to induce the Administrative Agents, the Collateral Agent, the Syndication Agent, the Lenders and the Letter of Credit Issuer to enter into the Credit Agreement and to induce the respective Lenders and the Letter of Credit Issuer to make their respective Extensions

of Credit to the Borrowers under the Credit Agreement and to induce one or more Lenders or affiliates of Lenders to enter into Hedge Agreements with the Borrowers.

          D. Section 9.11 of the Credit Agreement and Section 8.13 of the Security Agreement provide that each U.S. Subsidiary of the Borrower that is required to become a party to the Security Agreement pursuant to Section 9.11 of the Credit Agreement shall become a Grantor, with the same force and effect as if originally named as a Grantor therein, for all purposes of the Security Agreement upon execution and delivery by such U.S. Subsidiary of an instrument in the form of this Supplement. Each undersigned U.S. Subsidiary (each a “New Grantor”) is executing this Supplement in accordance with the requirements of the Security Agreement to become a Subsidiary Grantor under the Security Agreement in order to induce the Lenders and the Letter of Credit Issuer to make additional Extensions of Credit and as consideration for Extensions of Credit previously made.

          Accordingly, the Collateral Agent and the New Grantors agree as follows:

          SECTION 1. In accordance with subsection 8.13 of the Security Agreement, each New Grantor by its signature below becomes a Grantor under the Security Agreement with the same force and effect as if originally named therein as a Grantor and each New Grantor hereby (a) agrees to all the terms and provisions of the Security Agreement applicable to it as a Grantor thereunder and (b) represents and warrants that the representations and warranties made by it as a Grantor thereunder are true and correct on and as of the date hereof. In furtherance of the foregoing, each New Grantor, as security for the payment and performance in full of the Obligations, does hereby bargain, sell, convey, assign, set over, mortgage, pledge, hypothecate and transfer to the Collateral Agent, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, for the ratable benefit of the Secured Parties, a Security Interest in all of the Collateral of such New Grantor, in each case whether now or hereafter existing or in which now has or hereafter acquires an interest. Each reference to a “Grantor” in the Security Agreement shall be deemed to include each New Grantor. The Security Agreement is hereby incorporated herein by reference.

          SECTION 2. Each New Grantor represents and warrants to the Collateral Agent and the other Secured Parties that this Supplement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms.

          SECTION 3. This Supplement may be executed by one or more of the parties to this Supplement on any number of separate counterparts (including by facsimile or other electronic transmission), and all of said counterparts taken together shall be deemed to constitute one and the same instrument. A set of the copies of this Supplement signed by all the parties shall be lodged with the Collateral Agent and the Company. This Supplement shall become effective as to each New Grantor when the Collateral Agent shall have received counterparts of this Supplement that, when taken together, bear the signatures of such New Grantor and the Collateral Agent.

          SECTION 4. Each New Grantor hereby represents and warrants that (a) set forth on Schedule I attached hereto is a true and correct schedule of the location of any and all Collateral of such New Grantor, (b) set forth under its signature hereto is (i) the legal name of such New Grantor, (ii) the jurisdiction of incorporation or organization of such New Grantor, (iii) the true and correct location of the chief executive office and principal place of business and any office in which it maintains books or records relating to Collateral owned by it, (iv) the identity or type of organization or corporate structure of such New Grantor and (v) the Federal Taxpayer Identification Number and organizational number of such New Grantor and (c) as of each Closing Date (i) Schedule II hereto sets forth, in proper form for filing with the United States Copyright Office, all of each New Grantor’s Copyrights (and all applications therefor), (ii) Schedule III hereto sets forth, in proper form for filing with the United States Patent and Trademark Office, all of each New Grantor’s Patents (and all applications therefor), (iii) Schedule IV hereto sets forth, in proper form for filing with the United States Patent and Trademark Office, all of each New Grantor’s Trademarks (and all applications therefor).

          SECTION 5. Except as expressly supplemented hereby, the Security Agreement shall remain in full force and effect.

          SECTION 6. THIS SUPPLEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

          SECTION 7. Any provision of this Supplement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof and in the Security Agreement, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties hereto shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

          SECTION 8. All notices, requests and demands pursuant hereto shall be made in accordance with Section 13.2 of the Credit Agreement. All communications and notices hereunder to each New Grantor shall be given to it in care of the Company at the Company’s address set forth in Section 13.2 of the Credit Agreement.

          SECTION 9. Each New Grantor agrees to reimburse the Collateral Agent for its respective reasonable out-of-pocket expenses in connection with this Supplement, including the reasonable fees, other charges and disbursements of counsel for the Collateral Agent.

          IN WITNESS WHEREOF, each New Grantor and the Collateral Agent have duly executed this Supplement to the Security Agreement as of the day and year first above written.

AVAGO TECHNOLOGIES SENSOR (U.S.A.) INC.
By:	/s/ Rex Jackson
	Name:  Rex Jackson
	Title:    Director

CITICORP NORTH AMERICA, INC., AS COLLATERAL AGENT
By:	/s/ C. P. Mahon
	Name: C. P. Mahon
	Title:   Vice President

Signature Page to Guarantee Supplement

EX-10.18

Exhibit-10.18

EQUITY INCENTIVE PLAN
FOR EXECUTIVE EMPLOYEES OF
AVAGO TECHNOLOGIES LIMITED AND SUBSIDIARIES
(AMENDED AND RESTATED EFFECTIVE AS OF APRIL 14, 2006)

1. Purpose of Plan

     The Equity Incentive Plan for Executive Employees of Avago Technologies Limited and Subsidiaries (the “Plan”) is designed:

     (a) to promote the long term financial interests and growth of Avago Technologies Limited, a company organized under the laws of Singapore (the “Company”), and its Subsidiaries by attracting and retaining management and personnel with the training, experience and ability to enable them to make a substantial contribution to the success of the Company’s business;

     (b) to motivate personnel by means of growth-related incentives to achieve long range goals; and

     (c) to further the identity of interests of participants with those of the shareholders of the Company through opportunities for share or share-based ownership in the Company.

2. Definitions

     As used in the Plan, the following words shall have the following meanings:

     (a) “Affiliate” shall mean (i) with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with, such Person, and (ii) with respect to the Company, also any entity designated by the Board of Directors of the Company in which the Company or one of its Affiliates has an interest, (iii) with respect to Kohlberg Kravis Roberts & Co., (“KKR”), any Affiliate of any partner of KKR and (iv) with respect to Silver Lake Partners, (“SLP”), any Affiliate of any partner of SLP. For purposes of this Plan, “Person” means an individual, partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture, governmental authority or other entity of whatever nature, and “control” shall have the meaning given such term under Rule 405 of the Securities Act.

     (b) “Board of Directors” means the Board of Directors of the Company.

     (c) “Committee” means the Board of Directors or if administration of the Plan is delegated by the Board of Directors to it, the Compensation Committee

of the Board of Directors or such other committee of the Board of Directors designated by the Board of Directors to administer the Plan.

     (d) “Employee” means a person, including an officer, in the regular employment of the Company or one of its Subsidiaries.

     (e) “Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended.

     (f) “Fair Market Value” means such value of a Share as reported for stock exchange transactions and/or determined in accordance with any applicable resolutions or regulations of the Committee in effect at the relevant time.

     (g) “Grant” means a Share Option or a Share Purchase Right.

     (h) “Grant Agreement” means an agreement between the Company and a Participant that sets forth the terms, conditions and limitations applicable to a Grant. The terms, conditions and limitations applicable to a Share Purchase Right may be set forth in a Shareholders Agreement, which shall then constitute a Grant Agreement for purposes of this Plan.

     (i) “Participant” means an Employee, consultant, or other person having a unique relationship with the Company or one of its Subsidiaries, to whom one or more Grants have been made and such Grants have not all been forfeited or terminated under the Plan; provided, however, a non-employee director of the Company or one of its Subsidiaries may not be a Participant.

     (j) “Securities Act” means the U.S. Securities Act of 1933, as amended and the rules and regulations promulgated thereunder.

     (k) “Share” means an ordinary share in the capital of the Company.

     (l) “Shareholder’s Agreement” means an agreement between the Company and an Employee, consultant, or other person having a unique relationship with the Company or one of its Subsidiaries that sets forth the terms, conditions and limitations applicable to Share Options and Shares, including Shares issued under a Share Option and a Share Purchase Right.

     (m) “Share Options” means the “Non-Qualified Share Options” described in Section 5.

     (n) “Share Purchase Right” means a right to purchase Shares pursuant to Section 6 hereof.

     (o) “Subsidiary” means any corporation (or other entity) other than the Company in an unbroken chain of entities beginning with the Company if each of the entities, or group of commonly controlled entities, other than the last entity in the unbroken chain, then owns shares (or other equity interest) possessing 50% or

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more of the total combined voting power of all classes of equity in one of the other entities in such chain.

3. Administration of Plan

     (a) The Plan shall be administered by the Board of Directors or the Committee. Unless otherwise determined by the Board of Directors, the members of the Committee shall consist solely of individuals who are both “non-employee directors” as defined by Rule 16b-3 promulgated under the Exchange Act and “outside directors” for purposes of Section 162(m) of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), to the extent that the Company and its Employees are subject to Section 16 of the Exchange Act or Section 162(m) of the Code. The Committee may adopt its own rules of procedure, and the action of a majority of the Committee, taken at a meeting or taken without a meeting by a writing signed by such majority, shall constitute action by the Committee. The Committee shall have the power, authority and the discretion to administer, construe and interpret the Plan and Grant Agreements, to make rules for carrying out the Plan and to make changes in such rules. Any such interpretations, rules, and administration shall be made and done in good faith and consistent with the basic purposes of the Plan and be subject to all applicable laws.

     (b) The Committee may delegate to the Chief Executive Officer and to other senior officers of the Company its duties under the Plan subject to such conditions and limitations as the Committee shall prescribe except that only the Committee may designate and make Grants to Participants who are subject to Section 16 of the Exchange Act or Section 162(m) of the Code.

     (c) The Committee may employ attorneys, consultants, accountants, appraisers, brokers or other persons. The Committee, the Company, and the officers and directors of the Company shall be entitled to rely upon the advice, opinions or valuations of any such persons. Subject to the terms and conditions of this Plan and any applicable Grant Agreement, all actions taken and all interpretations and determinations made by the Committee in good faith shall be final and binding upon all Participants, the Company and all other interested persons. No member of the Committee shall be personally liable for any action, determination or interpretation made in good faith with respect to the Plan or the Grants, and all members of the Committee shall be fully protected by the Company with respect to any such action, determination or interpretation.

4. Eligibility

     (a) The Committee may from time to time make Grants under the Plan to such Employees, consultants, or other persons having a unique relationship with the Company or any of its Subsidiaries, and in such form and having such terms, conditions and limitations as the Committee may determine. No Grants may be made under this Plan to non-employee directors of the Company or any of its Subsidiaries. Grants may be granted singly, in combination or in tandem. The

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terms, conditions and limitations of each Grant under the Plan shall be set forth in a Grant Agreement, in a form approved by the Committee, consistent, however, with the terms of the Plan; provided, however, such Grant Agreement shall contain provisions dealing with the treatment of Grants in the event of the termination, death or disability of the Participant, and may also include provisions concerning the treatment of Grants in the event of a change of control of the Company.

     (b) Notwithstanding anything in this Plan to the contrary, prior to the Committee making a Grant under the Plan to an Employee, consultant or other person having a unique relationship with the Company or any of its Subsidiaries, such Employee, consultant or other person shall have executed a Shareholder’s Agreement in a form acceptable to the Company.

5. Share Options

     From time to time, the Committee may grant options to purchase Shares which are not “incentive stock options,” within the meaning of Section 422 of the Code. At the time of a Grant of a Share Option, the Committee shall determine, and shall have specified in the Grant Agreement or other Plan rules, the option exercise period, the option exercise price, and such other conditions or restrictions on the grant or exercise of the Share Option as the Committee deems appropriate. In addition to other restrictions contained in the Plan and Grant Agreement, Share Options granted under this Section 5 (i) may not be exercised more than 10 years (five years in the case of Grants to non-Employees) after the date granted and (ii) unless granted in substitution or exchange for other options in connections with a corporate transaction, may not have an option exercise price less than 100% of the Fair Market Value of a Share on the date the option is granted. Payment of the option exercise price shall be made in cash or, with the consent of the Committee, in Shares (including Shares acquired by contemporaneous exercise of other Share Options), or a combination thereof, in accordance with the terms of the Plan, the Grant Agreement and any applicable guidelines of the Committee in effect at the time.

6. Share Purchase Rights

     Share Purchase Rights may be granted either alone, in addition to, or in tandem with Share Options granted under the Plan. After the Committee determines that it will offer Share Purchase Rights under the Plan, it shall advise the offeree in writing of the terms, conditions and restrictions to which the offer is subject, which may include the number of Shares that such person shall be entitled to purchase, the price to be paid, and the time within which such person must accept such offer; provided, however, that the purchase price of such Shares shall not be less than the purchase price required under applicable law. The offer shall be accepted by execution of a Grant Agreement in the form determined by the Committee.

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7. Limitations and Conditions

     (a) The aggregate number of Shares available for Grants under this Plan and the Equity Incentive Plan for Senior Management Employees of Avago Technologies Limited and Subsidiaries (the “Senior Management Plan”) shall be 30,000,000 Shares. The issuance of a Share under the Senior Management Plan shall reduce the number of Shares available for Grants under the Plan, and vice versa. Unless restricted by applicable law, Shares related to Grants that are forfeited, terminated, canceled or expire unexercised, shall immediately become available for Grants.

     (b) The term of a Grant shall not exceed ten years. No Grants shall be made under the Plan beyond ten years after the effective date of the Plan, but the terms of Grants made on or before the expiration thereof may extend beyond such expiration. At the time a Grant is made or amended or the terms or conditions of a Grant are changed, the Committee may provide for limitations or conditions on such Grant.

     (c) Nothing contained herein shall affect the right of the Company or any Subsidiary to terminate any Participant’s employment at any time or for any reason.

     (d) Except as otherwise prescribed by the Committee, the amounts of the Grants for any employee of a Subsidiary, along with interest, dividends, and other expenses accrued on deferred Grants shall be charged to the Participant’s employer during the period for which the Grant is made. If the Participant is employed by more than one Subsidiary or by a combination of the Company and a Subsidiary during the period for which the Grant is made, the Participant’s Grant and related expenses will be allocated between the companies employing the Participant in a manner prescribed by the Committee.

     (e) Other than as specifically provided by will or by the applicable laws of descent and distribution or the terms of any applicable trust, no benefit under the Plan shall be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, or charge, and any attempt to do so shall be void. No such benefit shall, prior to receipt thereof by the Participant, be in any manner liable for or subject to the debts, contracts, liabilities, engagements, or torts of the Participant.

     (f) A Participant shall not be, and shall not have any of the rights or privileges of, a shareholder of the Company in respect of any Shares purchasable or otherwise acquired in connection with any Grant unless and until certificates representing any such Shares have been issued by the Company to such Participants; provided however that no delay in the issuance of certificates due to be issued hereunder representing any such Shares shall operate to impair or prejudice any Participant’s rights to participate in a corporate transaction providing for the disposition of such Shares.

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     (g) No election as to benefits or exercise of Share Options, Share Purchase Rights or other rights may be made during a Participant’s lifetime by anyone other than the Participant except by a legal representative appointed for or by the Participant.

     (h) Absent express provisions to the contrary, no Grant under this Plan shall be deemed “compensation” for purposes of computing benefits or contributions under any retirement plan of the Company or its Subsidiaries and shall not affect any benefits under any other benefit plan of any kind or subsequently in effect under which the availability or amount of benefits is related to level of compensation. This Plan is not a “Pension Plan” or “Welfare Plan” under the Employee Retirement Income Security Act of 1974, as amended.

     (i) Unless the Committee determines otherwise, no benefit or promise under the Plan shall be secured by any specific assets of the Company or any of its Subsidiaries, nor shall any assets of the Company or any of its Subsidiaries be designated as attributable or allocated to the satisfaction of the Company’s obligations under the Plan.

8. Transfers and Leaves of Absence

     For purposes of the Plan, unless the Committee determines otherwise: (a) a transfer of a Participant’s employment without an intervening period of separation among the Company and any Subsidiary shall not be deemed a termination of employment, and (b) a Participant who is granted in writing a leave of absence shall be deemed to have remained in the employ of the Company or a Subsidiary during such leave of absence.

9. Adjustments

     In the event of any change in the outstanding Shares (including an exchange for cash) by reason of a stock split, reverse stock split, spin-off, stock dividend, stock combination or reclassification, recapitalization, reorganization, consolidation, merger, change of control, or similar event, the Committee shall adjust appropriately the number and kind of Shares subject to the Plan and available for, covered by or issued pursuant to Grants and Share prices related to outstanding Grants, and make such other revisions to outstanding Grants as it deems are equitably required.

10. Merger, Consolidation, Exchange, Acquisition, Distribution, Liquidation or Dissolution

     In its sole discretion, and on such terms and conditions as it deems appropriate, coincident with or after any Grant, the Committee may provide that such Grant cannot be exercised after the consummation of the merger or consolidation of the Company into another corporation, the exchange of all or substantially all of the assets of the Company for the securities of another corporation, the acquisition by another corporation of 80% or more of the Company’s then outstanding voting shares or the recapitalization, reclassification, liquidation or dissolution of the Company, or other adjustment or event which results in Shares being exchanged for or converted into cash, securities or other property, and if the Committee so

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provides, it shall, on such terms and conditions as it deems appropriate in its absolute discretion, also provide, either by the terms of such Grant or by a resolution adopted prior to the consummation of such merger, consolidation, exchange, acquisition, recapitalization, reclassification, liquidation or dissolution, that, for some period of time prior to the consummation of such transaction or event, such Grant shall be exercisable as to all shares subject thereto, notwithstanding anything to the contrary herein (but subject to the provisions of Section 7(b)) and that, upon the consummation of such event, such Grant shall terminate and be of no further force or effect; provided, however, that the Committee may also provide, in its absolute discretion, that even if the Grant shall remain exercisable after any such event, from and after such event, any such Grant shall be exercisable only for the kind and amount of cash, securities and/or other property, or the cash equivalent thereof (net of any applicable exercise price), receivable as a result of such event by the holder of a number of shares for which such Grant could have been exercised immediately prior to such event.

     In the event of a “spin-off” or other substantial distribution of assets of the Company which has a material diminutive effect upon the Fair Market Value of the Company’s Shares, the Committee shall in its discretion make an appropriate and equitable adjustment to any Grant exercise or purchase price to reflect such diminution.

11. Amendment and Termination

     The Committee shall have the authority to make such amendments to any terms and conditions applicable to outstanding Grants as are consistent with this Plan provided that, except for adjustments under Section 9 or 10 hereof and subject to Section 15, no such action shall modify such Grant in a manner adverse to the Participant without the Participant’s consent except as such modification is provided for or contemplated in the terms of the Grant. The Board of Directors may amend, suspend or terminate the Plan at any time.

12. Withholding Taxes

     The Company shall have the right to deduct from any cash payment or Share issuance made under the Plan any taxes required by law to be withheld with respect to such payment or issuance. It shall be a condition to the obligation of the Company to deliver Shares upon the exercise of a Grant that the Participant pay to the Company such amount as may be requested by the Company for the purpose of satisfying any liability for such withholding taxes. Any Grant Agreement may provide that the Participant may elect, in accordance with any conditions set forth in such Grant Agreement, to pay a portion or all of such withholding taxes in Shares (including Shares acquired by contemporaneous exercise of other Grants).

13. Registration

     (a) If the Company shall have filed a registration statement pursuant to the requirements of Section 12 of the Exchange Act, or engaged in a Public Offering (as defined below), (i) the Company shall use reasonable efforts to register the Share Options and the Shares to be acquired on exercise of the Share Options on a Form S-8 Registration Statement or any successor to Form S-8 to the extent that such registration is then available with respect to such Share Options

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and Shares and (ii) the Company will use reasonable efforts to file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the Securities and Exchange Commission (“SEC”) thereunder, to the extent required from time to time to enable the Participant to sell Shares without registration under the Securities Act within the limitations of the exemptions provided under any applicable rule or regulation of the SEC. Notwithstanding anything contained in this Section 13, the Company may deregister under Section 12 of the Exchange Act if it is then permitted to do so pursuant to the Exchange Act and the rules and regulations thereunder. Nothing in this Section 13 shall be deemed to limit in any manner any otherwise applicable restrictions on sales of Shares.

     (b) As used herein the term “Public Offering” shall mean the sale of Shares to the public pursuant to a registration statement under the Securities Act which has been declared effective by the SEC (other than a registration statement on Form S-8 or any other similar form) which results in an active trading market in the Shares.

14. Shareholder’s Agreement

     The Grants and the Shares issued to the Participant upon exercise of the Grant shall be subject to all of the terms and provisions of the Grant Agreement and the Shareholder’s Agreement, to the extent applicable to the Grant and such Shares. In the event of any conflict between the Grant Agreement and the Plan, the terms of the Plan shall control. In the event of any conflict between this Plan or the Grant Agreement and the Shareholder’s Agreement, the terms of the Shareholder’s Agreement shall control.

15. Individuals Subject to Non-Singapore Jurisdictions

     To the extent necessary to comply with the laws of any relevant jurisdiction, notwithstanding any provision in this Plan to the contrary, the Committee shall have the discretion to adopt, on behalf of the Company, such amendments and/or one or more sub-plans applicable to Participants who are subject to laws of jurisdictions outside of Singapore as the Committee deems necessary or advisable in order to comply with applicable laws, regulations or customary business practice.

16. Effective Date and Termination Dates

     The Plan was originally effective as of December 1, 2005, the effective date of its approval by the shareholders of the Company and shall terminate on November 30, 2015, subject to earlier termination by the Board of Directors pursuant to Section 11. The Plan as amended and restated herein was adopted by the Board of Directors effective April 14, 2006.

17. Shareholder Approval

     The amendment and restatement of the Plan will be submitted for the approval of the Company’s shareholders within twelve (12) months after the date of the Board’s adoption of the amendment and restatement of the Plan. Share Options and Share Purchase Rights may be

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granted prior to and without such shareholder approval, provided that such Share Options shall not be exercisable and shall not vest prior to the time when the amended and restated Plan is approved by the shareholders, and provided further that if such approval has not been obtained at the end of said twelve-month period, the Share Options granted under the Plan shall be canceled and become null and void in reverse order based on the date of Grant until the number of Shares subject to Grants under the Plan and the Senior Management Plan is less than or equal to 21,000,000 and no further Grants shall be made under the Plan to the extent such Grants cause the number of Shares subject to Grants under the Plan and the Senior Management Plan to exceed 21,000,000.

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EX-10.19

Exhibit-10.19

EQUITY INCENTIVE PLAN
FOR SENIOR MANAGEMENT EMPLOYEES OF
AVAGO TECHNOLOGIES LIMITED AND SUBSIDIARIES
(AMENDED AND RESTATED EFFECTIVE AS OF APRIL 14, 2006)

     1. Purpose of Plan

          The Equity Incentive Plan for Senior Management Employees of Avago Technologies Limited and Subsidiaries, as amended and restated (the “Plan”) is designed:

     (a) to promote the long term financial interests and growth of Avago Technologies Limited, a company organized under the laws of Singapore (the “Company”), and its Subsidiaries by attracting and retaining management, directors and other personnel with the training, experience and ability to enable them to make a substantial contribution to the success of the Company’s business;

     (b) to motivate participants by means of growth-related incentives to achieve long range goals; and

     (c) to further the identity of interests of participants with those of the shareholders of the Company through opportunities for share or share-based ownership in the Company.

     2. Definitions

          As used in the Plan, the following words shall have the following meanings:

     (a) “Affiliate” shall mean (i) with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with, such Person, and (ii) with respect to the Company, also any entity designated by the Board of Directors of the Company in which the Company or one of its Affiliates has an interest, (iii) with respect to Kohlberg Kravis Roberts & Co., L.P. (“KKR”), any Affiliate of any partner of KKR and (iv) with respect to Silver Lake Partners LLC (“SLP”), any Affiliate of any partner of SLP. For purposes of this Plan, “Person” means an individual, partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture, governmental authority or other entity of whatever nature, and “control” shall have the meaning given such term under Rule 405 of the Securities Act.

     (b) “Asset Purchase Agreement” means that Asset Purchase Agreement dated as of August 14, 2005 between Agilent Technologies, Inc. and Argos Acquisition Pte. Ltd.

     (c) “Board of Directors” means the Board of Directors of the Company.

     (d) “Book Value Per Share” means, as of any date of determination, an amount equal to the result of (x) the sum of (A) the shareholders’ equity of the

Company, excluding amounts attributable to shares of the Company’s capital stock other than its Shares as of the relevant date; and excluding (i) the effect of any extraordinary, non-recurring, certain non-operating, or unusual items and (ii) any decrease after the Grant Date in a valuation allowance or other reserve related to deferred tax assets recognized by the Company, if and to the extent determined in the sole discretion of the Board of Directors, all as determined in accordance with generally accepted accounting principles applied on a basis consistent with any prior periods, and (B) the aggregate exercise prices of all outstanding stock options and other dilutive rights to acquire Shares of the Company and the aggregate dilutive conversion prices of all securities convertible into Shares, divided by (y) the sum of the number of Shares then outstanding and the number of Shares issuable upon the exercise of all outstanding stock options and other dilutive rights to acquire Shares and the conversion of all dilutive securities convertible into Shares. For purposes of this Plan, Book Value Per Share as of the closing of the transactions contemplated by the Asset Purchase Agreement shall be based on the shareholder’s equity of the Company immediately after giving effect to the transactions contemplated by the Asset Purchase Agreement and the incurrence of related transaction fees and expenses related thereto.

     (e) “Cause” shall mean (i) the Participant’s willful refusal to perform in any material respect his lawful duties or responsibilities for the Company or its Subsidiaries or willful disregard in any material respect of any financial or other budgetary limitations established in good faith by the Board of Directors or the board of directors of any Subsidiary; or (ii) the engaging by the Participant in conduct that causes material and demonstrable injury, monetarily or otherwise, to the Company or any of its Subsidiaries, including, but not limited to, misappropriation or conversion of assets of the Company or its Subsidiaries (other than non-material assets); or (iii) the Participant’s conviction of or entry of a plea of nolo contendere to a felony. No act or failure to act by the Participant shall be deemed “willful” if done, or omitted to be done, by him in good faith and with the reasonable belief that his action or omission was in the best interest of the Company or its Subsidiaries or consistent with Company policies or the directive of the Board of Directors.

     (f) “Change of Control” means (i) a sale of all or substantially all of the assets of the Company and its Subsidiaries, taken as a whole, to a Person who is not an Affiliate of the Company, LU, KKR or SLP, (ii) a sale by LU, KKR and SLP or any of their respective Affiliates resulting in more than 50% of the voting stock of the Company being held by a Person or related group of Persons that does not include LU, KKR or SLP or any of their respective Affiliates or (iii) a merger or consolidation of the Company into another Person which is not an Affiliate of the Company, LU, KKR or SLP, if and only if as a result of such merger or consolidation LU, KKR and SLP lose the ability to elect a majority of the Board of Directors (or the board of directors of resulting entity).

     (g) “Committee” means the Board of Directors or if administration of the Plan is delegated by the Board of Directors to it, the Compensation Committee

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of the Board of Directors or such other committee of the Board of Directors designated by the Board of Directors to administer the Plan.

     (h) “Consultant” means any consultant or adviser if: (i) the consultant or adviser renders bona fide services to the Company or Subsidiary of the Company; (ii) the services rendered by the consultant or adviser are not in connection with the offer or sale of securities in a capital-raising transaction and do not directly or indirectly promote or maintain a market for the Company’s securities; and (iii) the consultant or adviser is a natural person who has contracted directly with the Company or Subsidiary of the Company to render such services.

     (i) “Employee” means a person, including an officer, in the regular full-time employment of the Company or one of its Subsidiaries.

     (j) “Estate” means a Person’s executors, administrators, testamentary trustees, legatees or beneficiaries.

     (k) “Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended.

     (l) “Fair Market Value” means such value of a Share as reported for stock exchange transactions and/or determined in accordance with any applicable resolutions or regulations of the Committee in effect at the relevant time.

     (m) “Good Reason” shall mean (i) for Employees, a reduction in the Participant’s base salary (other than as part of a broad salary reduction program instituted because the Company or the Subsidiary by which the Participant is employed is in financial distress), (ii) a substantial reduction in the Participant’s duties and responsibilities, (iii) for Employees, the elimination or reduction of the Participant’s eligibility to participate in the Company’s benefit programs that is inconsistent with the eligibility of similarly situated employees of the Company to participate therein, (iv) for Employees, the Company informs the Participant of its intention to transfer the Participant’s primary workplace to a location that is more than 25 miles from the Participant’s workplace on the Grant Date and (v) any serious chronic mental or physical illness of a member of the Participant’s family that requires the Participant to terminate his or her employment or service because of substantial interference with his or her duties at the Company; provided that at the Company’s request the Participant shall provide the Company with a written physician’s statement confirming the existence of such mental or physical illness.

     (n) “Grant” means a Share Option award or a Share Purchase Right award made to a Participant pursuant to the Plan.

     (o) “Grant Agreement” means an agreement between the Company and a Participant that sets forth the terms, conditions and limitations applicable to a Grant.

     (p) “Grant Date” means the date that the Grant to a Participant is approved by the Committee.

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     (q) “LU” means Bali Investments S.a.r.l., a Luxembourg company.

     (r) “Non-Employee Director” means a member of the Board of Directors who is not an Employee.

     (s) “Option Excess Price” is the excess, if any, of the applicable repurchase price of the Shares determined in accordance with Section 8(a) or 8(b) hereof, depending on which repurchase price is being used to repurchase Shares, over the exercise prices applicable to the Shares subject to the Share Option multiplied by the number of Shares, which as of the date of determination, could be purchased by Participant upon exercise of Participant’s outstanding Share Options (the “Exercisable Option Shares”).

     (t) “Participant” means an Employee, Consultant or Non-Employee Director to whom one or more Grants have been made and such Grants have not all been forfeited or terminated under the Plan.

     (u) “Public Offering” shall mean a public offering and sale of Shares by the Company (or any successor) pursuant to an effective registration statement under the Securities Act and/or in compliance with equivalent securities laws of a jurisdiction outside of the U.S. (other than a registration statement on Form S-8, S-4, Form F-4 or any other similar form).

     (v) “Repurchase Calculation Date” means the last day of the month preceding the later of (i) the month in which the Repurchase Event occurs or (B) the month in which the Repurchase Eligibility Date (as hereinafter defined) occurs; provided, however that in the event of a Repurchase Event arising under Section 8(a) as a result of death or disability, the Repurchase Calculation Date shall be the date of the repurchase by the Company.

     (w) “Repurchase Event” means the event giving rise to the repurchase of Shares under Section 8, including death, permanent disability, termination of employment or service or other event, as the case may be, and not the giving of any notice required pursuant to Section 8(c).

     (x) “Securities Act” means the U.S. Securities Act of 1933, as amended and the rules and regulations promulgated thereunder.

     (y) “Share” means an ordinary share in the capital of the Company.

     (z) “Share Option” means an option to purchase Shares granted pursuant to Section 5.

     (aa) “Share Purchase Right” means a right to purchase Shares pursuant to Section 6 hereof.

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     (bb) “Subsidiary” means any Person other than the Company in an unbroken chain of entities beginning with the Company if each of the entities, or group of commonly controlled entities, other than the last entity in the unbroken chain, then owns shares (or other equity interest) possessing 50% or more of the total combined voting power of all classes of equity in one of the other entities in such chain.

     (cc) “Transfer” means the offer, transfer, sale, assignment, pledge, hypothecation or other disposition, whether directly or indirectly and whether voluntary or involuntary, by the Participant of any Shares issued under a Share Option.

     (dd) “Trust” means a trust, custodianship or other similar entity the beneficiaries or holders of which may include only the Participant, his spouse or his lineal descendants (which term shall include biological as well as adoptive descendants).

     3. Administration of Plan

     (a) The Plan shall be administered by the Board of Directors or the Committee. Unless otherwise determined by the Board of Directors, the members of the Committee shall consist solely of individuals who are both “non-employee directors” as defined by Rule 16b-3 promulgated under the Exchange Act and “outside directors” for purposes of Section 162(m) of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), to the extent that the Company and its Employees are subject to Section 16 of the Exchange Act or Section 162(m) of the Code. The Committee may adopt its own rules of procedure, and the action of a majority of the Committee, taken at a meeting or taken without a meeting by a writing signed by such majority, shall constitute action by the Committee. The Committee shall have the power, authority and the discretion to administer, construe and interpret the Plan and Grant Agreements, to make rules for carrying out the Plan and to make changes in such rules. Any such interpretations, rules, and administration shall be made and done in good faith and consistent with the basic purposes of the Plan.

     (b) The Committee may delegate to the Chief Executive Officer and to other senior officers of the Company its duties under the Plan subject to such conditions and limitations as the Committee shall prescribe except that only the Committee may designate and make Grants to Participants who are subject to Section 16 of the Exchange Act or Section 162(m) of the Code and be subject to all applicable laws.

     (c) The Committee may employ attorneys, consultants, accountants, appraisers, brokers or other persons. The Committee, the Company, and the officers and directors of the Company shall be entitled to rely upon the advice, opinions or valuations of any such persons. Subject to the terms and conditions of this Plan and any applicable Grant Agreement, all actions taken and all interpretations and determinations made by the Committee in good faith shall be

5

final and binding upon all Participants, the Company and all other interested persons. No member of the Committee shall be personally liable for any action, determination or interpretation made in good faith with respect to the Plan or the Grants, and all members of the Committee shall be fully protected by the Company with respect to any such action, determination or interpretation.

     4. Eligibility

          The Committee may from time to time make Grants under the Plan to such Employees, Consultants or Non-Employee Directors, and in such form and having such terms, conditions and limitations as the Committee may determine. Grants may be granted singly, in combination or in tandem. The terms, conditions and limitations of each Grant under the Plan shall be set forth in a Grant Agreement, in a form approved by the Committee, consistent, however, with the terms of the Plan; provided, however, such Grant Agreement shall contain provisions dealing with the treatment of Grants in the event of the termination, death or disability of the Participant, and may also include provisions concerning the treatment of Grants in the event of a change of control of the Company.

     5. Option Grants

          From time to time, the Committee will grant options to purchase Shares which are not “incentive stock options,” within the meaning of Section 422 of the Code. At the time of a Grant of Share Options, the Committee shall determine, and shall have specified in the Grant Agreement or other Plan rules, the option exercise period, the option exercise price, and such other conditions or restrictions on the grant or exercise of the Share Options as the Committee deems appropriate. In addition to other restrictions contained in the Plan and Grant Agreement, Share Options granted under this Section 5 (i) may not be exercised more than 10 years after the Grant Date (5 years in the case of Grants to non-Employees), (ii) unless granted in substitution or exchange for other options in connection with a corporate transaction, may not have an option exercise price less than 100% of the Fair Market Value of a Share on the Grant Date, (iii) except with regard to Share Options granted to an officer (within the meaning of Section 16 of the Exchange Act), Non-Employee Director or Consultant, must not become vested and exercisable at a rate of less than twenty percent (20%) per year over five (5) years from the Grant Date, subject to reasonable conditions, such as continued employment or service with the Company or its Subsidiaries and (iv) must remain exercisable for thirty (30) days following the Participant’s termination of employment or service with the Company for other than Cause and six (6) months following the Participant’s termination of employment or service because of death or disability or such longer period of time provided in the Participant’s Grant Agreement. Payment of the option exercise price shall be made in cash or, with the consent of the Committee, in Shares (including Shares acquired by contemporaneous exercise of other Share Options) or a combination thereof, in accordance with the terms of the Plan, the Grant Agreement and any applicable guidelines of the Committee in effect at the time; provided, however, that the option exercise price may also be paid, upon the termination by the Company of the Participant’s employment or service without Cause, the Participant’s resignation for Good Reason, or termination by reason of the Participant’s death or disability, pursuant to a formal cashless exercise program adopted by the Company in connection with the

6

Plan, provided that such cashless exercise would not, as determined by the Committee in its sole discretion, (i) cause the Company or its Subsidiaries to breach any loan, guarantee or other agreement under which the Company or any Subsidiary of the Company has borrowed money, (ii) result in a violation or in adverse consequences under Section 409A of the Code or the regulations promulgated thereunder, (iii) be otherwise prohibited by the Code or the regulations promulgated thereunder or (iv) result in negative accounting treatment under Generally Accepted Accounting Principles (“GAAP”).

     6. Share Purchase Rights

          Share Purchase Rights may be granted either alone, in addition to, or in tandem with Share Options granted under the Plan. After the Committee determines that it will offer Share Purchase Rights under the Plan, it shall advise the offeree in writing of the terms, conditions and restrictions to which the offer is subject, which may include the number of Shares that such person shall be entitled to purchase, the price to be paid, and the time within which such person must accept such offer; provided, however, that the purchase price of such Shares shall not be less than the purchase price required under applicable law. The offer shall be accepted by execution of a Grant Agreement in the form determined by the Committee.

     7. Limitations and Conditions

     (a) The aggregate number of Shares available for Grants under this Plan and the Equity Incentive Plan for Executive Employees of Avago Technologies Limited and Subsidiaries (the “Executive Plan”) shall be 30,000,000 Shares. The issuance of a Share under the Executive Plan shall reduce the number of Shares available for Grants under the Plan, and vice versa. Unless restricted by applicable law, Shares related to Grants that are forfeited, terminated, canceled or expire unexercised, shall immediately become available for Grants.

     (b) The term of a Grant shall not exceed 10 years (5 years in the case of Grants to non-Employees, including, without limitation, Consultants and Non-Employee Directors). No Grants shall be made under the Plan beyond ten years after the effective date of the Plan, but the terms of Grants made on or before the expiration thereof may extend beyond such expiration. At the time a Grant is made or amended or the terms or conditions of a Grant are changed, the Committee may provide for limitations or conditions on such Grant.

     (c) Nothing contained herein shall affect the right of the Company or any Subsidiary to terminate any Participant’s employment or service at any time or for any reason.

     (d) Except as otherwise prescribed by the Committee, the amounts of the Grants for any employee of a Subsidiary, along with interest, dividends, and other expenses accrued on deferred Grants shall be charged to the Participant’s employer during the period for which the Grant is made. If the Participant is employed by more than one Subsidiary or by a combination of the Company and a Subsidiary during the period for which the Grant is made, the Participant’s

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Grant and related expenses will be allocated between the companies employing the Participant in a manner prescribed by the Committee.

     (e) Other than as specifically provided by will or by the applicable laws of descent and distribution or the terms of any applicable trust, no benefit under the Plan shall be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, or charge, and any attempt to do so shall be void. No such benefit shall, prior to receipt thereof by the Participant, be in any manner liable for or subject to the debts, contracts, liabilities, engagements, or torts of the Participant.

     (f) A Participant shall not be, and shall not have any of the rights or privileges of, a shareholder of the Company in respect of any Shares purchasable or otherwise acquired in connection with any Grant unless and until certificates representing any such Shares have been issued by the Company to such Participants; provided however that no delay in the issuance of certificates due to be issued hereunder representing any such Shares shall operate to impair or prejudice any Participant’s rights to participate in a corporate transaction providing for the disposition of such Shares. Once certificates representing any such Shares have been issued by the Company to such Participants, such Participants shall have all of the rights and privileges of shareholders of the Company.

     (g) No election as to benefits or exercise of Share Options or other rights may be made during a Participant’s lifetime by anyone other than the Participant except by a legal representative appointed for or by the Participant.

     (h) Absent express provisions to the contrary, no Grant under this Plan shall be deemed “compensation” for purposes of computing benefits or contributions under any retirement plan of the Company or its Subsidiaries and shall not affect any benefits under any other benefit plan of any kind or subsequently in effect under which the availability or amount of benefits is related to level of compensation. This Plan is not a “Pension Plan” or “Welfare Plan” under the Employee Retirement Income Security Act of 1974, as amended.

     (i) Unless the Committee determines otherwise, no benefit or promise under the Plan shall be secured by any specific assets of the Company or any of its Subsidiaries, nor shall any assets of the Company or any of its Subsidiaries be designated as attributable or allocated to the satisfaction of the Company’s obligations under the Plan.

     8. Put and Call Rights

     (a) The Participant’s Resale of Shares to the Company Upon the Participant’s Death or Disability.

     (i) In the event that on or before the fifth anniversary of the Grant Date, (A) the Participant is still in the employ of, or performing

8

services as a Consultant or Non-Employee Director for, the Company or any Subsidiary of the Company and (B) the Participant either dies or becomes permanently disabled, then the Participant, the Participant’s Estate or the Participant’s Trust, as the case may be, shall have the right for twelve months following the date of death or permanent disability, to (X) sell to the Company, and the Company shall be required to purchase, on one occasion, all or any portion of the Shares then held by the Participant, the Participant’s Estate and/or the Participant’s Trust, as the case may be, at a price per share equal to the Fair Market Value on the Repurchase Calculation Date; provided that such Shares have been held by the Participant, the Participant’s Estate or the Participant’s Trust for not less than six months and one day as of the date of their sale to the Company, and (Y) require the Company to issue the Participant, the Participant’s Estate or the Participant’s Trust, as the case may be, that number of Shares having an aggregate Fair Market Value equal to the Option Excess Price, determined using the Fair Market Value on the Repurchase Calculation Date, with respect to the termination of all or any portion of the outstanding exercisable Share Options then held by the Participant, which Shares the Participant, the Participant’s Estate and/or the Participant’s Trust may then require the Company to purchase in accordance with clause (X) above (including with respect to the six month and one day timing restriction contained therein). The Participant, the Participant’s Estate and/or the Participant’s Trust, as the case may be, shall notify the Company of its intention to sell Shares and/or terminate Share Options pursuant to the preceding sentence by sending to the Company a Redemption Notice in accordance with Section 8(c) hereof. For purposes of this Plan, the Participant shall be deemed to have a “permanent disability” if the Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or to last for a continuous period of not less than 12 months.

     (ii) Notwithstanding anything in Section 8(a)(i) to the contrary and subject to Section 8(d), if there exists and is continuing a default or an event of default on the part of the Company or any Subsidiary of the Company under any loan, guarantee or other agreement under which the Company or any Subsidiary of the Company has borrowed money or such repurchase would result in a default or an event of default on the part of the Company or any Subsidiary of the Company under any such agreement or if a repurchase would not be permitted under any applicable law or regulation (each such occurrence being an “Event”), the Company shall not be obligated to repurchase any of the Shares from the Participant, the Participant’s Estate, or the Participant’s Trust, as the case may be, until the first business day which is 15 calendar days after all of the foregoing Events have ceased to exist (the “Repurchase Eligibility Date”); provided, however, that (i) the number of Shares subject to repurchase under this Section 8(a)(ii) shall be that number of Shares, and (ii) the number of Exercisable Option Shares for purposes of calculating the Option Excess

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Price payable under this Section 8(a) shall be the number of Exercisable Option Shares held by the Participant, the Participant’s Estate or the Participant’s Trust, as the case may be, at the time of delivery of a Redemption Notice in accordance with Section 8(c) hereof. All Options exercisable as of the date of a Redemption Notice shall continue to be exercisable until the repurchase pursuant to such Redemption Notice.

     (b) The Company’s Purchase of Shares and Share Options from the Participant Upon the Participant’s Termination of Employment or Service.

     (i) Without Cause or for Good Reason. In the event that on or before the fifth anniversary of the Grant Date, the Company (and/or, if applicable, its Subsidiaries) terminates without Cause the Participant’s service with the Company (and/or, if applicable, its Subsidiaries) as an Employee, Consultant or Non-Employee Director, or the Participant resigns with Good Reason from the service as an Employee, Consultant or Non-Employee Director of the Company (and/or, if applicable, its Subsidiaries), then the Company shall have the right to purchase from the Participant, the Participant’s Estate or Participant’s Trust, and the Participant, the Participant’s Estate or the Participant’s Trust, as the case may be, shall be required to sell to the Company, on one occasion, all or any portion of the Shares then held by the Participant, the Participant’s Estate or the Participant’s Trust, as the case may be, at a price per share equal to the Fair Market Value on the Repurchase Calculation Date.

     (ii) Without Good Reason. In the event that on or before the fifth anniversary of the Grant Date, the Participant resigns from the Company (and/or, if applicable, its Subsidiaries) as an Employee or a Consultant without Good Reason, then the Company shall have the right to purchase from the Participant, the Participant’s Estate or Participant’s Trust, and the Participant, the Participant’s Estate or the Participant’s Trust, as the case may be, shall be required to sell to the Company, on one occasion, all or any portion of the Shares then held by the Participant, the Participant’s Estate or the Participant’s Trust, as the case may be, at a price per Share equal to, (A) if the Book Value Per Share on the Repurchase Calculation Date is less than the Book Value Per Share on the Grant Date (such difference being the “Book Value Decrease”), the lesser of (x) the Fair Market Value, and (y) the exercise price applicable to the Shares, or (B) if the Book Value Per Share on the Repurchase Calculation Date is greater than the Book Value Per Share on the Grant Date, the lesser of (A) the Fair Market Value, and (B) the exercise price applicable to the Shares, plus (x) the Percentage (as defined below) multiplied by (y) the amount, if any, by which the Book Value Per Share as of the Repurchase Calculation Date exceeds the Book Value Per Share on the Grant Date.

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     The “Percentage” shall be determined as follows:

Repurchase Calculation Date	Percentage
Prior to the first anniversary of the Grant Date	- 0 -
On or after the first anniversary of the Grant Date and prior to the second anniversary of the Grant Date	20%
On or after the second anniversary of the Grant Date and prior to the third anniversary of the Grant Date	40%
On or after the third anniversary of the Grant Date and prior to the fourth anniversary of the Grant Date	60%
On or after the fourth anniversary of the Grant Date and prior to the fifth anniversary of the Grant Date	80%
On or after the fifth anniversary of the Grant Date	100%

     (iii) For Cause. In the event that on or before the fifth anniversary of the Grant Date, the Company (and/or, if applicable, its Subsidiaries) terminates for Cause the Participant’s service with the Company (and/or, if applicable, its Subsidiaries) as an Employee or Consultant, then the Company shall have the right to purchase from the Participant, the Participant’s Estate or Participant’s Trust, and the Participant, the Participant’s Estate or the Participant’s Trust, as the case may be, shall be required to sell to the Company, on one occasion, all or any portion of the Shares then held by the Participant, the Participant’s Estate or the Participant’s Trust, as the case may be, at a price per Share equal to the least of (A) the exercise price applicable to the Shares, (B) the Fair Market Value on the Repurchase Calculation Date or (C) the exercise price applicable to the Shares less the amount of any Book Value Decrease.

     (iv) Share Options. In the event that (A) the Participant, the Participant’s Estate and/or the Participant’s Trust holds Shares and Share Options and the Company exercises its right to repurchase Shares pursuant to this Section 8(b) or (B) the Participant, the Participant’s Estate and/or the Participant’s Trust holds only Share Options and the Company elects to cash out such Share Options upon the termination of the Participant’s employment or service as an Employee or Consultant, the Company shall pay the Participant, the Participant’s Estate or the Participant’s Trust, as the case may be, an amount equal to the Option Excess Price with respect to the termination of the then exercisable outstanding Share Options held by the Participant, Participant’s Estate or Participant’s Trust. All outstanding Share Options held by the Participant, whether or not then exercisable, shall be automatically terminated upon the payment by the Company to the Participant, pursuant to the provisions of this Section 8(b), of an amount equal to the Option Excess Price. If the Option Excess Price is zero or a negative number, all outstanding Share Options held by the Participant, whether or not then exercisable, shall be automatically terminated upon the repurchase of Shares and Share Options as provided in this Section 8.

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     (v) Repurchase Period. The Company shall have until 90 days following the termination of Participant’s employment or service as an Employee, Consultant or Non-Employee Director giving rise to the Company’s call right in accordance with this Section 8(b) in which to give a Redemption Notice to the Participant of the exercise of such election in accordance with Section 8(c) hereof.

     (c) In the case of an exercise of the right provided under Section 8(a), the Participant, the Participant’s Estate and/or the Participant’s Trust, as the case may be, shall send written notice to the Company of its intention to sell Shares and/or to terminate Share Options in exchange for the issuance of Shares, and in the case the Company elects to exercise its right under Section 8(b), the Company shall send written notice to the Participant, the Participant’s Estate and/or the Participant’s Trust of its intention to purchase Shares and/or terminate or cash out Share Options (either of the foregoing notices, a “Redemption Notice”). The completion of the purchase shall take place at the principal office of the Company on the tenth business day after the giving of the Redemption Notice. The purchase price paid in connection with the repurchase of Shares pursuant to this Section 8 shall be paid by delivery to the Participant, the Participant’s Estate or the Participant’s Trust, as the case may be, of a certified bank check or checks in the appropriate amount payable to the order of the Participant, the Participant’s Estate or the Participant’s Trust, as the case may be, against delivery of certificates or other instruments representing the Shares so purchased, appropriately endorsed or executed by the Participant, the Participant’s Estate or the Participant’s Trust, or his or its duly authorized representative.

     (d) Pro Rata Repurchases. Notwithstanding anything to the contrary contained in this Section 8, if at any time consummation of all purchases and payments to be made by the Company pursuant to this Plan and any other agreements with employees or other service providers would result in an Event, then the Company shall make purchases from, and payments to, the Participant and the other employees or other service providers pro rata (on the basis of the proportion of the number of Shares each such Participant and all other employees and other service providers have elected or are required to sell to the Company) for the maximum number of Shares without resulting in an Event (the “Maximum Repurchase Amount”). The provisions of Section 8(a) and 8(b) shall apply in their entirety to payments and repurchases with respect to Shares that may not be made due to the limits imposed by the Maximum Repurchase Amount under this Section 8(d). Until all of such Shares are purchased and paid for by the Company, the Participant and the other employees and service providers whose Shares are not purchased in accordance with this Section 8(d) shall have priority, on a pro rata basis, over other purchases of Shares by the Company pursuant to this Plan and any other agreement with employees and other service providers.

     9. Company’s Right of First Refusal. During the period commencing immediately following the fifth anniversary of the Grant Date and continuing through the effective date of a Qualified Public Offering, the Company or its assignee(s) shall have a right of first refusal to purchase, on the terms and conditions set forth in this Section 9 (the “Right of First Refusal”), any Shares held

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by the Participant or any transferee thereof (either being sometimes referred to herein as the “Holder”) to the extent these Shares are permitted to be transferred in accordance with the terms of this Plan before these Shares may be Transferred (including transfer by gift or operation of law) by the Participant. For purposes of this Plan, a “Qualified Public Offering” means the first Public Offering which results in gross proceeds in excess of $250,000,000.

     (a) Notice of Proposed Transfer. The Holder of the Shares shall deliver to the Company a written notice (the “Notice”) stating: (i) the Holder’s bona fide intention to Transfer such Shares; (ii) the name of each proposed purchaser or other transferee (“Proposed Transferee”); (iii) the number of Shares to be Transferred to each Proposed Transferee; and (iv) the bona fide cash price or other consideration for which the Holder proposes to Transfer the Shares (the “Offered Price”), and the Holder shall offer the Shares at the Offered Price to the Company or its assignee(s).

     (b) Exercise of Right of First Refusal. At any time within thirty (30) days after receipt of the Notice, the Company and/or its assignee(s) may, by giving written notice to the Holder, elect to purchase all, but not less than all, of the Shares proposed to be Transferred to any one or more of the Proposed Transferees, at the Purchase Price determined in accordance with Section 9(c) hereof.

     (c) Purchase Price. The purchase price (“Purchase Price”) for the Shares purchased by the Company or its assignee(s) under this Section 9 shall be the Offered Price. If the Offered Price includes consideration other than cash, the cash equivalent value of the non-cash consideration shall be determined by the Board of Directors in good faith.

     (d) Payment. Payment of the Purchase Price shall be made, at the option of the Company or its assignee(s), in cash (by check), by cancellation of all or a portion of any outstanding indebtedness of the Holder to the Company (or, in the case of repurchase by an assignee, to the assignee), or by any combination thereof within 30 days after receipt of the Notice or in the manner and at the times set forth in the Notice.

     (e) Holder’s Right to Transfer. If all of the Shares proposed in the Notice to be Transferred to a given Proposed Transferee are not purchased by the Company and/or its assignee(s) as provided in this Section 9, then the Holder may sell or otherwise Transfer such Shares to that Proposed Transferee at the Offered Price or at a higher price, provided that such sale or other Transfer is consummated within 120 days after the date of the Notice, that any such sale or other Transfer is effected in accordance with any applicable securities laws and that the Proposed Transferee agrees in writing that the provisions of this Section 9 shall continue to apply to the Shares in the hands of such Proposed Transferee. If the Shares described in the Notice are not Transferred to the Proposed Transferee within such period, a new Notice shall be given to the Company, and the Company and/or its assignees shall again be offered the Right of First Refusal before any Shares held by the Holder may be sold or otherwise Transferred.

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     (f) Exception for Certain Family Transfers. Anything to the contrary contained in this Section 9 notwithstanding, the Transfer of any or all of the Shares during the Participant’ s lifetime or on the Participant’s death by will or intestacy to the Participant’s immediate family or a trust for the benefit of the Participant’s immediate family shall be exempt from the provisions of this Section 9. “Immediate Family’ as used herein shall mean spouse, lineal descendant or antecedent, father, mother, brother or sister. In such case, the transferee or other recipient shall receive and hold the Shares so transferred subject to the provisions of this Section 9, and there shall be no further Transfer of such Shares except in accordance with the terms of this Section 9.

     10. Share Transfer Restrictions

          Except for Transfers contemplated under Sections 8 and 11 hereof, at no time during the period commencing on the Grant Date and continuing through the later of (i) the fifth anniversary thereof, unless written consent providing otherwise has been obtained from the Company and (ii) the date that is the earlier of (A) the effective date of a registration statement filed by the Company under the Securities Act in connection with an underwritten public offering of any class of its equity securities or (B) the date on which any class of securities of the Company become registered pursuant to Section 12 of the Exchange Act, shall the Participant Transfer any Shares, and any attempt to do so shall be void. Notwithstanding the foregoing, nothing in this Section 10 shall prevent Transfers: (i) to the Company following the fifth anniversary of the Grant Date; (ii) to the Participant’s Estate or the Estate of a Person who has become a holder of Shares in accordance with the terms of this Plan; or (iii) to the Participant’s Trust that is made after the Grant Date in compliance with U.S. federal securities laws, provided that in such Transfers are made expressly subject to this Plan and that the transferee agrees in writing to be bound by the terms and conditions hereof.

     11.  “Bring-Along” Right

          In the event that at any time prior to the fifth anniversary of a Public Offering, LU, KKR or SLP (or an Affiliate thereof to which Shares have been Transferred) proposes to transfer for value any of their holdings of Shares to any person (a “Proposed Purchaser”), in any transaction other than a Public Offering (a “Bring-Along Sale”), LU, KKR or SLP may provide the Participant or the Participant’s Estate or Participant’s Trust, as the case may be, written notice (a “Bring-Along Notice”) of such Bring-Along Sale and the material terms thereof not less than 10 business days prior to the proposed date of the Bring-Along Sale (the “Bring-Along Sale Date”), and the Participant hereby agrees to sell to such Proposed Purchaser, on the same terms and subject to the same conditions applicable to Shares that LU, KKR or SLP, as the case may be (or the Affiliate thereof) proposes to sell in the Bring-Along Sale, the number of Shares equal to the product of (a) the sum of the number of Shares (i) then held by the Participant or the Participant’s Estate or the Participant’s Trust, including all Shares subject to Options that are exercisable and (ii) any Share Options that will become exercisable prior to or in connection with the Bring-Along Sale, multiplied by (b) the ratio of (i) the number of Shares that LU, KKR or SLP (or an Affiliate to which Shares have been Transferred) proposes to sell in the proposed Bring-Along Sale, divided by (ii) the number of Shares then held by LU, KKR or SLP,

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as the case may be (or an Affiliate to which Shares have been Transferred) at the same price and upon the same terms and conditions applicable to the Transfer of Shares held by LU, KKR or SLP, as the case may be (or an Affiliate to which Shares have been Transferred). The Participant, Participant’s Trust or Participant’s Estate, as the case may be, shall exercise Share Options to the extent necessary to obtain a number of Shares sufficient to fulfill its obligation to sell Shares in a Bring-Along Sale pursuant to this Section 11. The provisions of this Section 11 shall apply regardless of the form of consideration in the Bring-Along Sale.

     12. Lock-Up Period

          The Participant, if so requested by the Company or any representative of the underwriters (the “Managing Underwriter”) in connection with any registration of the public offering of any securities of the Company pursuant to an effective registration statement under the Securities Act, shall not sell or otherwise transfer any Shares not covered by such registration within 8 days prior to, or within 180 days (or such other period as may be requested in writing by the Managing Underwriter and agreed to in writing by the Company) (the “Market Standoff Period”) after, the effective date of such registration statement. The Company may impose stop-transfer instructions with respect to securities subject to the foregoing restrictions until the end of a Market Standoff Period.

     13. Expiration of Certain Provisions

          The provisions contained in Sections 8, 9, 10 and 11 of this Plan, and the portion of any other provisions of this Plan that incorporate the provisions of any of such Sections, shall terminate and be of no further force or effect upon the consummation of a Change of Control.

     14. Transfers and Leaves of Absence

          For purposes of the Plan, unless the Committee determines otherwise: (a) a transfer of a Participant’s employment or service without an intervening period of separation among the Company and any Subsidiary shall not be deemed a termination of employment or service, and (b) a Participant who is granted in writing a leave of absence shall be deemed to have remained in the employ or service of the Company or a Subsidiary during such leave of absence.

     15. Adjustments

          In the event of any change in the outstanding Shares (including an exchange for cash) by reason of a stock split, reverse stock split, spin-off, stock dividend, stock combination or reclassification, recapitalization, reorganization, consolidation, merger, change of control, or similar event which results in the distribution of Shares or other equity securities without the receipt of consideration by the Company, the Committee shall adjust appropriately the number and kind of Shares subject to the Plan and available for or covered by Grants and Share prices related to outstanding Grants, and make such other revisions to outstanding Grants as it deems are equitably required.

     16. Merger, Consolidation, Exchange, Acquisition, Distribution, Liquidation or Dissolution

          In its sole discretion, and on such terms and conditions as it deems appropriate, coincident with or after the grant of any Share Option, the Committee may provide that such Share Option cannot be exercised after the consummation of the merger or consolidation of the Company into another corporation, the exchange of all or substantially all of the assets of the

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Company for the securities of another corporation, the acquisition by another corporation of 80% or more of the Company’s then outstanding voting shares or the recapitalization, reclassification, liquidation or dissolution of the Company, or other adjustment or event which results in Shares being exchanged for or converted into cash, securities or other property, and if the Committee so provides, it shall, on such terms and conditions as it deems appropriate in its absolute discretion, also provide, either by the terms of such Share Option or by a resolution adopted prior to the consummation of such merger, consolidation, exchange, acquisition, recapitalization, reclassification, liquidation or dissolution, that, for some period of time prior to the consummation of such transaction or event, such Share Option shall be exercisable as to all shares subject thereto, notwithstanding anything to the contrary herein (but subject to the provisions of Section 7(b)) and that, upon the consummation of such event, such Share Option shall terminate and be of no further force or effect; provided, however, that the Committee may also provide, in its absolute discretion, that even if the Share Option shall remain exercisable after any such event, from and after such event, any such Share Option shall be exercisable only for the kind and amount of cash, securities and/or other property, or the cash equivalent thereof (net of any applicable exercise price), receivable as a result of such event by the holder of a number of shares for which such Share Option could have been exercised immediately prior to such event.

          In the event of a “spin-off” or other substantial distribution of assets of the Company which has a material diminutive effect upon the Fair Market Value of the Company’s Shares, the Committee shall in its discretion make an appropriate and equitable adjustment to any Share Option exercise price to reflect such diminution.

     17. Amendment and Termination

          The Committee shall have the authority to make such amendments to any terms and conditions applicable to outstanding Grants as are consistent with this Plan provided that, except for adjustments under Section 15 or 16 hereof and amendments under Section 20 hereof, no such action shall modify such Grant in a manner adverse to the Participant without the Participant’s consent except as such modification is provided for or contemplated in the terms of the Grant. The Board of Directors may amend, suspend or terminate the Plan.

     18. Withholding Taxes

          The Company shall have the right to deduct from any cash payment made under the Plan any taxes required by law to be withheld with respect to such payment. It shall be a condition to the obligation of the Company to deliver Shares upon the exercise of a Share Option that the Participant pay to the Company such amount as may be requested by the Company for the purpose of satisfying any liability for such withholding taxes. Any Grant Agreement may provide that the Participant may elect, in accordance with any conditions set forth in such Grant Agreement, to pay a portion or all of such withholding taxes in Shares (including Shares acquired by contemporaneous exercise of other Share Options).

     19. Registration

          If the Company shall have filed a registration statement pursuant to the requirements of Section 12 of the Exchange Act, or engaged in a Public Offering, (i) the Company shall use

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reasonable efforts to register the Share Options and the Shares to be acquired on exercise of the Share Options on a Form S-8 Registration Statement or any successor to Form S-8 to the extent that such registration is then available with respect to such Share Options and Shares and (ii) the Company will use reasonable efforts to file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the Securities and Exchange Commission (“SEC”) thereunder, to the extent required from time to time to enable the Participant to sell Shares without registration under the Securities Act within the limitations of the exemptions provided under any applicable rule or regulation of the SEC. Notwithstanding anything contained in this Section 19, the Company may deregister under Section 12 of the Exchange Act if it is then permitted to do so pursuant to the Exchange Act and the rules and regulations thereunder. Nothing in this Section 19 shall be deemed to limit in any manner any otherwise applicable restrictions on sales of Shares.

     20. Section 409A.

          The Participant acknowledges and agrees that, to the extent applicable, this Plan and the Grant Agreement shall be interpreted in accordance with Section 409A of the Code and any proposed or final Treasury Regulations promulgated thereunder. Notwithstanding any provision of this Plan to the contrary, in the event that the Company determines that any amounts payable hereunder will be immediately taxable to the Participant under Section 409A of the Code, the Company may (a) adopt such amendments to this Plan or the Grant Agreement and appropriate policies and procedures, including amendments and policies with retroactive effect, that the Company determines necessary or appropriate to preserve the intended tax treatment of the benefits provided by this Plan and/or (b) take such other actions as the Company determines necessary or appropriate to comply with the requirements of Section 409A of the Code.

     21. Grant Agreement

          The Options and the Shares issued to the Participant pursuant to this Plan shall be subject to all of the terms and provisions of the Grant Agreement, to the extent applicable to the Options and such shares. In the event of any conflict between the Grant Agreement and the Plan, the terms of the Plan shall control.

     22. Individuals Subject to Non-Singapore Jurisdictions

          To the extent necessary to comply with the laws of any relevant jurisdiction, notwithstanding any provision in this Plan to the contrary, the Committee shall have the discretion to adopt, on behalf of the Company, such amendments and/or one or more sub-plans applicable to Participants who are subject to laws of jurisdictions outside of Singapore as the Committee deems necessary or advisable in order to comply with applicable laws, regulations or customary business practice.

     23. Shareholder Meeting Notice Period

          As permitted by Section 177(3) of the Singapore Companies Act, the Participant hereby agrees to shorter notice than required by Section 177(2) of the Singapore Companies Act with respect to any meeting of the Company, other than the Company’s annual general meeting, which shorter notice may be as little as immediately prior to the commencement of such meeting.

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To such end, the Participant hereby irrevocably appoints and constitutes LU, and its assigns, as the Participant’s true and lawful attorney, in the Participant’s name, place and stead, to make, execute and acknowledge documents for the limited purpose of agreeing to such shorter notice. The Participant agrees to provide the Company with any documentation reasonably requested by the Company to give effect to the agreements in the two immediately preceding sentences.

     24. Effective Date and Termination Dates

          The Plan was originally effective as of December 1, 2005, the effective date of its approval by the shareholders of the Company and shall terminate on November 30, 2015, subject to earlier termination by the Board of Directors pursuant to Section 17. The Plan as amended and restated herein was adopted by the Board of Directors on April 14, 2006.

     25. Shareholder Approval

          The amendment and restatement of the Plan will be submitted for the approval of the Company’s shareholders within twelve (12) months after the date of the Board’s adoption of the amendment and restatement of the Plan. Share Options and Share Purchase Rights may be granted prior to and without such shareholder approval, provided that Share Options granted to Non-Employee Directors shall not be exercisable and shall not vest prior to the time when the amended and restated Plan is approved by the shareholders, and provided further that if such approval has not been obtained at the end of said twelve-month period, any Share Options granted to Non-Employee Directors under the Plan shall thereupon be canceled and become null and void and no further grants to Non-Employee Directors shall be made under the Plan and the Share Options granted under the Plan shall be canceled and become null and void in reverse order based on Grant Date until the number of Shares subject to Grants under the Plan and the Executive Plan is less than or equal to 21,000,000 and no further Grants shall be made under the Plan to the extent such Grants cause the number of Shares subject to Grants under the Plan and the Executive Plan to exceed 21,000,000.

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EX-10.20

Exhibit-10.20

MANAGEMENT SHAREHOLDERS AGREEMENT

by and among

Avago Technologies Limited,

Bali Investments S.à.r.l., a Luxembourg company

and

Name

Dated as of [___, 200_]

          This Management Shareholders Agreement (this “Agreement”) is entered into effective as of [___, 200_] by and between Avago Technologies Limited, (the “Company”), Bali Investments S.a.r.l., a Luxembourg company (“Luxco”) and Name (the “Purchaser”) (being hereinafter collectively referred to as the “Parties”).

RECITALS

          Pursuant to the terms of the Equity Incentive Plan for Executive Employees of Avago Technologies Limited and Subsidiaries, as the same may be amended from time to time (the “Equity Plan”), the Company is granting options to purchase ordinary shares (the “Shares”) in the Company to certain employees of the Company or one of its Subsidiaries, including the Purchaser. In addition, Purchaser intends to purchase Shares. This Agreement is one of several agreements (“Other Purchasers’ Agreements”) which have been, or which in the future will be, entered into between the Company and other individuals who are or will be employees of the Company or one of its Subsidiaries (collectively, the “Other Purchasers”). For purposes of this Agreement, “Subsidiary,” with respect to any entity, shall mean any Person in an unbroken chain of Persons beginning with such entity if each of the Persons, or group of commonly controlled Persons, other than the last Person in the unbroken chain, then owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other Persons in such chain; “Affiliate” shall mean, with respect to any Person, a Person directly or indirectly controlling, controlled by, or under common control with, such Person; “Person” means an individual, partnership, limited liability company, corporation, business trust, joint stock company, trust, unincorporated association, joint venture, governmental authority or other entity of whatever nature, and “control” shall have the meaning given such term under Rule 405 of the United States Securities Act of 1933, as amended (the “Securities Act”).

          On the date hereof (the “Option Date”) and such other dates thereafter as the Company shall determine, the Company will grant to the Purchaser an option or options to purchase the number of Shares set forth on Exhibit A hereto as New Options (the “New Options”) at an exercise price equal to US$[___] per Share (the “Initial Price Per Share”), pursuant to the terms of the Equity Plan and the “New Option Non-Qualified Share Option Agreement” to be dated effective as of the Option Date. The New Options may be granted as Base Options or Performance Options (each as defined in the New Option Non-Qualified Share Option Agreement).

          Purchaser, on the Option Date and such other dates thereafter as the Company shall agree (the Option Date and each such other date, a “Purchase Date”), will purchase for cash the number of Shares, if any, as set forth on Exhibit A as Co-Investment Shares (the “Co-Investment Shares”) and/or in addition to the New Options, will be granted options under the Equity Plan for the number of Shares set forth on Exhibit A as Rollover Options, (the “Rollover Options”) pursuant to the terms of the Equity Plan and the Rollover Option Non-Qualified Share Option to be dated effective as of the relevant Purchase Date.

Name – Management Shareholders Agrement

2

          The term “Options” as used in this Agreement shall include the Rollover Options, the New Options and any other options to purchase Shares granted to the Purchaser by the Company and held by the Purchaser at any time when this Agreement is in effect. The term “Shares” as used in this Agreement shall include all Co-Investment Shares and all Shares issued to the Purchaser by the Company upon exercise of the Options and of any other stock options held by the Purchaser and any other Shares otherwise acquired by the Purchaser at any time when this Agreement is in effect. “Rollover Shares” shall mean the Co-Investment Shares and Shares issued to the Purchaser by the Company upon exercise of Rollover Options.

AGREEMENT

          To implement the foregoing and in consideration of the mutual agreements contained herein, the Parties agree as follows:

     1. Issuance of Co-Investment Shares, New Options and Rollover Options.

          Upon and as of the Purchase Date, the Company shall issue to the Purchaser the Co-Investment Shares, the New Options and the Rollover Options subject to the terms and conditions hereinafter set forth and contained in the Equity Plan, the New Option Non-Qualified Share Option Agreement and the Rollover Option Non-Qualified Share Option Agreement, and the Parties shall execute and deliver to each other copies of the New Option Non-Qualified Share Option Agreement and the Rollover Option Non-Qualified Share Option Agreement in connection with the issuance of the New Options and Rollover Options.

     2. The Purchaser’s Representations, Warranties and Agreements.

               a. The Purchaser agrees and acknowledges that Purchaser will not, directly or indirectly, offer, transfer, sell, assign, pledge, hypothecate or otherwise dispose of any Shares (any such act sometimes referred to herein as a “Transfer,” whether voluntary or involuntary) unless such Transfer complies with the terms and conditions of this Agreement, including the restrictions on Transfer contained in Section 3 hereof, and (i) the Transfer is pursuant to an effective registration statement under the Securities Act, or the rules and regulations in effect thereunder or (ii) (A) counsel for the Purchaser (which shall be O’Melveny & Myers LLP or such other counsel acceptable to the Company) shall have furnished the Company with an opinion, satisfactory in form and substance to the Company, that no such registration is required because of the availability of an exemption from registration under the Securities Act and (B) if the Purchaser is a citizen or resident of any country other than the United States, or the Purchaser desires to effect any Transfer in any such country, counsel for the Purchaser (which counsel shall be reasonably satisfactory to the Company) shall have furnished the Company with an opinion or other advice satisfactory in form and substance to the Company to the effect that such Transfer will comply with the securities laws of such jurisdiction. Notwithstanding the foregoing, the Company acknowledges and agrees that any of the following Transfers are deemed to be in compliance with the Securities Act and this Agreement and no opinion of counsel is required in connection therewith: (x) a Transfer made pursuant to Section 5, 6, 8 or 9 hereof, (y) a Transfer upon the death of the Purchaser to his executors, administrators, testamentary trustees, legatees or beneficiaries (the “Purchaser’s Estate”) or a

Name – Management Shareholders Agrement

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Transfer to the executors, administrators, testamentary trustees, legatees or beneficiaries of an individual who has become a holder of Shares in accordance with the terms of this Agreement; provided, that it is expressly understood that any such transferee shall be bound by the provisions of this Agreement and (z) a Transfer made after the Purchase Date in compliance with the federal securities laws to a trust, custodianship or other similar entity the beneficiaries or holders of which may include only the Purchaser, his spouse or his lineal descendants (which term shall include biological as well as adoptive descendants) or directly to the Purchaser’s spouse or lineal descendants (a “Purchaser’s Trust”) or a transfer made after the fifth anniversary of the Purchase Date to such a trust by an individual who has become a holder of Shares in accordance with the terms of this Agreement; provided, that such Transfer is made expressly subject to this Agreement and that the transferee agrees in writing to be bound by the terms and conditions hereof.

               b. The certificate (or certificates) representing the Shares shall bear the following legend:

“THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES WITH THE PROVISIONS OF THE MANAGEMENT SHAREHOLDER’S AGREEMENT DATED AS OF [___, 200_] BY AND BETWEEN AVAGO TECHNOLOGIES LIMITED (THE “COMPANY”) AND THE PURCHASER NAMED ON THE FACE HEREOF (A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY). EXCEPT AS OTHERWISE PROVIDED IN SUCH AGREEMENT, NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE MADE EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR (B) IF (I) THE COMPANY HAS BEEN FURNISHED WITH A SATISFACTORY OPINION OF COUNSEL FOR THE HOLDER THAT SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION IS EXEMPT FROM THE PROVISIONS OF SECTION 5 OF THE ACT OR THE RULES AND REGULATIONS IN EFFECT THEREUNDER, AND IN COMPLIANCE WITH APPLICABLE PROVISIONS OF STATE SECURITIES LAWS, AND (II) IF THE HOLDER IS A CITIZEN OR RESIDENT OF ANY COUNTRY OTHER THAN THE UNITED STATES, OR THE HOLDER DESIRES TO EFFECT ANY SUCH TRANSACTION IN ANY SUCH COUNTRY, THE COMPANY HAS BEEN FURNISHED WITH A SATISFACTORY OPINION OR OTHER ADVICE OF COUNSEL FOR THE HOLDER THAT SUCH

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TRANSACTION WILL NOT VIOLATE THE LAWS OF SUCH COUNTRY.”

               c. The Purchaser acknowledges that Purchaser has been advised that (i) the issuance of the Options and the Shares have not been registered under the Securities Act, (ii) the Options and the Shares must be held indefinitely and the Purchaser must continue to bear the economic risk of the investment in the Options and the Shares unless the Shares are subsequently registered under the Securities Act or an exemption from registration is available, (iii) it is not anticipated that there will be any public market for the Options and the Shares, (iv) an exemption from registration under Rule 144 promulgated under the Securities Act is not currently available with respect to the sales of any securities of the Company, and except as provided in Section 11(b) hereof, the Company has made no covenant to make such Rule available, (v) when and if Options and the Shares may be disposed of without registration in reliance on Rule 144, such disposition can be made only in limited amounts in accordance with the terms and conditions of such Rule, (vi) if the Rule 144 exemption is not available, public sale without registration will require compliance with some other exemption under the Securities Act, (vii) a restrictive legend in the form heretofore set forth shall be placed on the certificates representing the Options and the Shares and (viii) a notation shall be made in the appropriate records of the Company indicating that the Shares are subject to restriction on transfer and, if the Company should at some time in the future engage the services of a stock transfer agent, appropriate stop transfer restrictions will be issued to such transfer agent with respect to the Shares.

               d. If any Shares are to be disposed of in accordance with Rule 144 under the Securities Act or otherwise, the Purchaser shall promptly notify the Company of such intended disposition and shall deliver to the Company at or prior to the time of such disposition such documentation as the Company may reasonably request in connection with such sale, and, in the case of a disposition pursuant to Rule 144, shall deliver to the Company an executed copy of any notice on Form 144 required to be filed with the Securities and Exchange Commission.

               e. The Purchaser agrees that, if any Shares (or securities convertible into or exchangeable for Shares) or other equity securities of the Company are offered to the public pursuant to an effective registration statement under the Securities Act, the Purchaser will not effect any public sale or distribution of any Shares not covered by such registration statement within 7 days prior to, or within 180 days (or such other shorter time period as may be permitted by the underwriters or such other longer time period as may be required by the underwriters in such offering, but in no event more than or less than the number of days applicable to Luxco (collectively with any shareholder required to become a party to this Agreement pursuant to Section 8(a)(iii) below the “Sponsors”)) after the effective date of such registration statement, unless otherwise agreed to in writing by the Company.

               f. The Purchaser represents and warrants that (i) Purchaser has received and reviewed the Confidential Offering Memorandum relating to the debt offering by a Subsidiary of the Company and (ii) Purchaser has been given the opportunity to obtain any additional information or documents and to ask questions and receive answers about such documents, the Company and its Subsidiaries and Affiliates and the business and prospects of the Company and its Subsidiaries and Affiliates and which Purchaser deems necessary to

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evaluate the merits and risks related to his investment in the Options and the Shares and to verify the information contained in the information reviewed as indicated in this Section 2(f) and Purchaser has relied solely on such information.

               g. The Purchaser further represents and warrants that (i) his financial condition is such that Purchaser can afford to bear the economic risk of holding the Options and the Shares for an indefinite period of time and has adequate means for providing for his current needs and personal contingencies, (ii) Purchaser can afford to suffer a complete loss of his investment in the Options and the Shares, (iii) all information which Purchaser has provided to the Company concerning himself and his financial position is correct and complete as of that date, (iv) Purchaser understands and has taken cognizance of all risk factors related to the purchase of the Options and the Shares, and (v) his knowledge and experience in financial and business matters are such that Purchaser is capable of evaluating the merits and risks of his purchase of the Options and the Shares as contemplated by this Agreement.

     3. Restriction on Transfer.

               a. Except for Transfers permitted by clauses (x), (y) and (z) of Section 2(a) or a sale of Shares pursuant to Section 12, the Purchaser agrees that Purchaser will not transfer, sell, assign, pledge, hypothecate or otherwise dispose of any Shares at any time prior to the fifth anniversary of the Purchase Date. No Transfer of any such Shares in violation hereof shall be made or recorded on the books of the Company and any such Transfer shall be void and of no effect.

               b. Any attempt to Transfer any Shares not in compliance with this Agreement shall be null and void and neither the Company nor any transfer agent shall give any effect in the Company’s stock records to such attempted Transfer.

     4. Right of First Refusal.

          If, at any time after the fifth anniversary of the Purchase Date and prior to the earlier of a Qualified Public Offering (as defined in Section 7(i) below) or Change in Control (as defined in Section 17(b) below), the Purchaser receives a bona fide offer to purchase any or all of his Shares (the “Offer”) from a third party (the “Offeror”) which the Purchaser wishes to accept, the Purchaser shall cause the Offer to be reduced to writing and shall notify the Company in writing of his wish to accept the Offer. The Purchaser’s notice shall contain an irrevocable offer to sell such Shares to the Company, (in the manner set forth below) at a purchase price equal to the price contained in, and on the same terms and conditions of, the Offer, and shall be accompanied by a true copy of the Offer (which shall identify the Offeror). At any time within 45 days after the date of the receipt by the Company of the Purchaser’s notice, the Company shall have the right and option to purchase, or to arrange for a third party to purchase, all of the Shares covered by the Offer either (i) at the same price and on the same terms and conditions as the Offer or (ii) if the Offer includes any consideration other than cash, then at the sole option of the Company, at the equivalent all cash price, determined in good faith by the Company’s Board of Directors, by delivering a certified bank check or checks in the appropriate amount to the Purchaser at the principal office of the Company against delivery of certificates or other instruments representing the Shares so purchased, appropriately endorsed by the Purchaser. If at

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the end of such 45 day period, the Company has not tendered the purchase price for such shares in the manner set forth above, the Purchaser may during the succeeding 30 day period sell not less than all of the Shares covered by the Offer to the Offeror at a price and on terms no less favorable to the Purchaser than those contained in the Offer. No sale may be made to any Offeror unless the Offeror agrees in writing with the Company to be bound by the provisions of this Section 4 in connection with any resale by the Offeror. Promptly after such sale, the Purchaser shall notify the Company of the consummation thereof and shall furnish such evidence of the completion and time of completion of such sale and of the terms thereof as may reasonably be requested by the Company. If, at the end of the 30 day period following the expiration of the 45 day period for the Company to purchase the Shares, the Purchaser has not completed the sale of such Shares as aforesaid, all the restrictions on sale, transfer or assignment contained in this Agreement shall again be in effect with respect to such Shares.

     5. The Purchaser’s Resale of Shares and Options to the Company Upon The Purchaser’s Death or Disability.

               a. If on or before the fifth anniversary of the Purchase Date, (A) the Purchaser is still in the employ of the Company or any Subsidiary of the Company and (B) the Purchaser either dies or becomes permanently disabled then the Purchaser, the Purchaser’s Estate or the Purchaser’s Trust, as the case may be, shall have the right, for twelve months following the date of death or permanent disability, to (X) sell to the Company, and the Company shall be required to purchase, on one occasion, all or any portion of the Shares then held by the Purchaser, the Purchaser’s Estate and/or the Purchaser’s Trust, as the case may be, at the Section 5 Repurchase Price, as determined in accordance with Section 7; provided, that such Shares have been held by Purchaser, Purchaser’s Estate or the Purchaser’s Trust for not less than six months and one day as of the date of their sale to the Company, and (Y) require the Company to issue to the Purchaser, the Purchaser’s Estate or the Purchaser’s Trust, as the case may be, that number of Shares having an aggregate Fair Market Value equal to the Option Excess Price (as defined in Section 10) determined on the basis of a Section 5 Repurchase Price as provided in Section 10 with respect to the termination of all or any portion of the outstanding exercisable Options then held by the Purchaser, which Shares the Purchaser, the Purchaser’s Estate and/or the Purchaser’s Trust may then require the Company to purchase in accordance with clause (X) above (including with respect to the six month and one day timing restriction contained therein). The Purchaser, the Purchaser’s Estate and/or the Purchaser’s Trust, as the case may be, shall send written notice to the Company of its intention to sell Shares and/or to terminate Options in exchange for the payment and/or Share issuance referred to in the preceding sentence (the “Redemption Notice”). The completion of the purchase shall take place at the principal office of the Company on the tenth business day after the giving of the Redemption Notice. The Section 5 Repurchase Price and any issuance of Shares with respect to the Options as described above shall be paid by delivery to the Purchaser, the Purchaser’s Estate or the Purchaser’s Trust, as the case may be, of Shares and/or a certified bank check or checks in the appropriate amount payable to the order of the Purchaser, the Purchaser’s Estate or the Purchaser’s Trust, as the case may be, against delivery of certificates or other instruments representing the Shares so purchased and appropriate documents canceling the Options so terminated, appropriately endorsed or executed by the Purchaser, the Purchaser’s Estate or the Purchaser’s Trust, or his or its duly authorized representative. For purposes of this Agreement, the Purchaser shall be deemed to have a “permanent disability” if the Purchaser is unable to engage in activities required by the terms of

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Purchaser’s employment by the Company or any Subsidiary of the Company by reason of any medically determinable physical or mental impairment that can be expected to result in death or that has lasted or can be expected to last for a continuous period of not less than 12 months.

               b. Notwithstanding anything in Section 5(a) to the contrary and subject to Section 13, if there exists and is continuing a default or an event of default on the part of the Company or any Subsidiary of the Company under any loan, guarantee or other agreement under which the Company or any Subsidiary of the Company has borrowed money or such repurchase would result in a default or an event of default on the part of the Company or any Subsidiary of the Company under any such agreement or if a repurchase would not be permitted under any applicable law or regulation (each such occurrence being an “Event”), the Company shall not be obligated to repurchase any of the Shares or the Options from the Purchaser, the Purchaser’s Estate, or the Purchaser’s Trust, as the case may be, until the first business day which is 15 calendar days after all of the foregoing Events have ceased to exist (the “Repurchase Eligibility Date”); provided, however, that (i) the number of Shares subject to repurchase under this Section 5(b) shall be that number of Shares, and (ii) the number of Exercisable Option Shares (as defined in Section 10) for purposes of calculating the Option Excess Price payable under this Section 5(b) shall be the number of Exercisable Option Shares held by the Purchaser, the Purchaser’s Estate or the Purchaser’s Trust, as the case may be, at the time of delivery of a Redemption Notice in accordance with Section 5(a) hereof. All Options exercisable as of the date of a Redemption Notice shall continue to be exercisable until the repurchase pursuant to such Redemption Notice.

     6. The Company’s Option to Repurchase Shares and Options of the Purchaser.

     a. (i) If, on or prior to the fifth anniversary of the Purchase Date, (A) the Purchaser’s active employment with the Company (and/or, if applicable, its Subsidiaries or Affiliates) is voluntarily or involuntarily terminated for any reason whatsoever, (B) the beneficiaries of the Purchaser’s Trust shall include any person or entity other than the Purchaser, his spouse or his lineal descendants, (C) the Purchaser shall effect a Transfer of any of the Shares other than as permitted in this Agreement, unless such Transfer is corrected within 10 days after the date of the Call Notice, or (D) there shall occur a Transfer of any of the Shares pursuant to any bankruptcy proceeding, levy, property settlement or disposition pursuant to law incident to marital separation or divorce (alternatively, a “Call Event”), the Company shall have the right to purchase all or any portion of the Shares then held by the Purchaser, the Purchaser’s Estate or the Purchaser’s Trust at the Section 6 Repurchase Price determined in accordance with Section 7 hereof; provided, however, that the Call Event described in clause (D) of this Section 6(a)(i) shall entitle the Company to repurchase only that number of Shares that are the subject of the transfer resulting in the Call Event; and provided, further, that if the Call Event results from the death or permanent disability (as determined in accordance with Section 5) of the Purchaser, the Company shall have the right to purchase all or any portion of the Shares held by the Purchaser, the Purchaser’s Estate or the Purchaser’s Trust only at the Section 5 Repurchase Price. The Company shall have until 60 days after the date on

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which the Company has actual knowledge of a Call Event (other than a Call Event resulting from death or disability in which case the Company shall have 12 months) in which to give notice in writing to the Purchaser of the exercise of such election (“Call Notice”).

               (ii) In the event that (A) the Purchaser, the Purchaser’s Estate and/or the Purchaser’s Trust holds Shares and Options and the Company exercises its right to repurchase Shares pursuant to this Section 6 or (B) the Purchaser, the Purchaser’s Estate and/or the Purchaser’s Trust holds only Options and the Company elects to cash out such Options upon the occurrence of an event specified in Section 6(a)(i) (in accordance with the requirements of the Call Notice), the Company shall pay the Purchaser, the Purchaser’s Estate or the Purchaser’s Trust, as the case may be, an amount equal to the Option Excess Price determined on the basis of the Section 6 Repurchase Price or the Section 5 Repurchase Price, as applicable, with respect to the termination of (x) if the Call Event is described in clause (A), (B) or (C) of Section 6(a)(i), all or any portion of the then exercisable outstanding Options held by the Purchaser, Purchaser’s Estate or Purchaser’s Trust and (y) if the Call Event is described in clause (D) of Section 6(a)(i), a pro rata portion (based on the ratio of the number of Shares that are the subject of the Transfer to the sum of such number and the number of additional shares so held) of the then exercisable outstanding Options held by the Purchaser, the Purchaser’s Estate or the Purchaser’s Trust.

               (iii) The completion of the purchases pursuant to the foregoing shall take place at the principal office of the Company on the tenth business day after the later of the giving of notice of the exercise of the option to purchase or the date of the Call Event. The Section 5 Repurchase Price or the Section 6 Repurchase Price, as the case may be, and any payment with respect to the Options as described above shall be paid by delivery to the Purchaser, the Purchaser’s Estate or the Purchaser’s Trust, as the case may be, of a certified bank check or checks in the appropriate amount payable to the order of the Purchaser, the Purchaser’s Estate or the Purchaser’s Trust, as the case may be, against delivery of certificates or other instruments representing the Shares so purchased and appropriate documents canceling the Options so terminated, appropriately endorsed or executed by the Purchaser, the Purchaser’s Trust or his or its duly authorized representative.

               b. Notwithstanding any other provision of this Section 6 to the contrary and subject to Section 13, if there exists and is continuing any Event, the Company shall delay the repurchase of any of the Shares or the Options (pursuant to a Call Notice timely given in accordance with Section 6(a) hereof) from the Purchaser, the Purchaser’s Estate or the Purchaser’s Trust, as the case may be, until the Repurchase Eligibility Date; provided, however, that (i) the number of Shares subject to repurchase under this Section 6(b) shall be that number of Shares and (ii) the number of Exercisable Option Shares for purposes of calculating the Option Excess Price payable under this Section 6(b) shall be the number of Exercisable Option Shares held by the Purchaser, the Purchaser’s Estate or the Purchaser’s Trust, as the case may be,

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at the time of delivery of a Call Notice in accordance with Section 6(a) hereof. All Options exercisable as of the date of a Call Notice shall continue to be exercisable until the repurchase pursuant to such Call Notice.

     7. Determination of Repurchase Price.

               a. The Section 5 Repurchase Price and the Section 6 Repurchase Price are hereinafter collectively referred to as the “Repurchase Price.” The event giving rise to the repurchase shall be deemed to be the Transfer, death, permanent disability, termination of employment, or other event, as the case may be (the “Repurchase Event”), not the giving of any notice required pursuant to Section 5 or Section 6.

               b. The “Repurchase Calculation Date” shall be the last day of the month preceding the later of (A) the month in which the Repurchase Event occurs or (B) the month in which the Repurchase Eligibility Date occurs; provided, however, that in the event of a Repurchase Event arising under Section 5 as a result of death or disability, the Repurchase Calculation Date shall be the date of the repurchase by the Company.

               c. Prior to a Public Offering (as hereinafter defined) the Section 5 Repurchase Price shall be Fair Market Value (as defined in Section 7(k)) as of the Repurchase Calculation Date. After a Public Offering, the Section 5 Repurchase Price shall be the Market Price Per Share (as defined in Section 7(j)) as of the Repurchase Calculation Date.

               d. In the event of Purchaser’s termination without Cause by the Company (and/or, if applicable, its Subsidiaries or Affiliates), or resignation with Good Reason (as defined in Section 7(g)), the Section 6 Repurchase Price for Shares, shall be either (A) Fair Market Value if the Repurchase Calculation Date is prior to a Public Offering or (B) Market Price Per Share if the Repurchase Calculation Date is after a Public Offering (Fair Market Value and Market Price Per Share, as applicable, the “Market Value”); provided, however, if the Repurchase Eligibility Date is more than 12 months following the Repurchase Event, then the Section 6 Repurchase Price shall not be less than the Section 6 Repurchase Price determined as of the last day of the month preceding the month in which the Repurchase Event occurs, plus interest compounded annually thereon at a rate equal to the interest rate applicable under Section 1274(d) of the Internal Revenue Code of 1986, as amended (the “Code”) on short term obligations.

               e. In the event of the Purchaser’s resignation without Good Reason (as defined in Section 7(g)), the Section 6 Repurchase Price shall be Market Value with respect to any Co-Investment shares or Shares acquired upon exercise of Rollover Options; provided, however, if the Repurchase Eligibility Date is more than 12 months following the Repurchase Event, then the Section 6 Repurchase Price shall not be less than the Section 6 Repurchase Price determined as of the last day of the month preceding the month in which the Repurchase Event occurs, plus interest compounded annually thereon at a rate equal to the interest rate applicable under Section 1274(d) of the Code on short term obligations. With respect to any other Shares, the Section 6 Repurchase Price shall be (i) if the Book Value Per Share on the Repurchase Calculation Date is less than the Book Value Per Share on the Purchase Date (such difference being the “Book Value Decrease”), the lesser of (x) the Market Value or (y) the Initial Price Per Share or (ii) if the Book Value Per Share on the Repurchase Calculation Date is greater than the

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Book Value Per Share on the Purchase Date the Section 6 Repurchase Price shall be the lesser of (A) the Market Value, and (B) the Initial Price Per Share, plus (x) the Percentage (as defined below) multiplied by (y) the amount, if any, by which the Book Value Per Share as of the Repurchase Calculation Date exceeds the Book Value Per Share on the Purchase Date.

               f. In the event of the Purchaser’s termination by the Company (and/or, if applicable, its Subsidiaries or Affiliates) for Cause or an event described in Section 6(a)(i)(B), (C) or (D), the Section 6 Repurchase Price shall be a per share Repurchase Price equal to the least of (i) Market Value, (ii) the Initial Price Per Share, or (iii) the Initial Price Per Share less the amount of any Book Value Decrease.

               g. For purposes of this Agreement the following definitions shall apply: “Cause” shall mean (i) the Purchaser’s willful refusal to perform in any material respect his lawful duties or responsibilities for the Company or its Subsidiaries or willful disregard in any material respect of any financial or other budgetary limitations established in good faith by the Board of Directors or the board of any Subsidiary by which the Purchaser is employed; or (ii) the engaging by the Purchaser in conduct that causes material and demonstrable injury, monetarily or otherwise, to the Company or any of its Subsidiaries, including, but not limited to, misappropriation or conversion of assets of the Company or its Subsidiaries (other than non-material assets); or (iii) conviction of or entry of a plea of nolo contendere to a non-vehicular felony. No act or failure to act by the Purchaser shall be deemed “willful” if done, or omitted to be done, by him in good faith and with the reasonable belief that his action or omission was in the best interest of the Company or its Subsidiaries or consistent with Company policies or the directive of the Company’s Board of Directors.

          “Good Reason” shall mean (i) a reduction in Purchaser’s base salary (other than as part of a broad salary reduction program instituted because the Company or the Subsidiary by which Purchaser is employed is in financial distress), (ii) a substantial reduction in Purchaser’s duties and responsibilities, (iii) the elimination or reduction of Purchaser’s eligibility to participate in the Company’s benefit programs that is inconsistent with the eligibility of similarly situated employees of the Company to participate therein, (iv) the Company informs the Purchaser of its intention to transfer the Purchaser’s primary workplace to a location that is more than 25 miles from the Purchaser’s workplace as of the Purchase Date, and (v) any serious chronic mental or physical illness of a member of the Purchaser’s family that requires the Purchaser to terminate his or her employment because of substantial interference with his or her duties at the Company; provided, that at the Company’s request Purchaser shall provide the Company with a written physician’s statement confirming the existence of such mental or physical illness.

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          The “Percentage” shall be determined as follows:

Repurchase Calculation Date	Percentage
Prior to the first anniversary of the Purchase Date		- 0 -
On or after the first anniversary of the Purchase Date and prior to the second anniversary of the Purchase Date		20	%
On or after the second anniversary of the Purchase Date and prior to the third anniversary of the Purchase Date		40	%
On or after the third anniversary of the Purchase Date and prior to the fourth anniversary of the Purchase Date		60	%
On or after the fourth anniversary of the Purchase Date and prior to the fifth anniversary of the Purchase Date		80	%
On or after the fifth anniversary of the Purchase Date		100	%

               h. “Book Value Per Share” as of any date of determination shall equal the result of (x) the sum of (A) the shareholders’ equity of the Company, excluding amounts attributable to shares of the Company’s capital stock other than its Shares as of the relevant date; and excluding (i) the effect of any extraordinary, non-recurring, certain non-operating, or unusual items and (ii) any decrease after the Purchase Date in a valuation allowance or other reserve related to deferred tax assets recognized by the Company, if and to the extent determined in the sole discretion of the Board of Directors of the Company, all as determined in accordance with generally accepted accounting principles applied on a basis consistent with any prior periods, and (B) the aggregate exercise prices of all outstanding stock options and other dilutive rights to acquire Shares of the Company and the aggregate dilutive conversion prices of all securities convertible into Shares, divided by (y) the sum of the number of Shares then outstanding and the number of Shares issuable upon the exercise of all outstanding stock options and other dilutive rights to acquire Shares and the conversion of all dilutive securities convertible into Shares. For purposes of this Agreement, Book Value Per Share as of the Purchase Date will be based on the shareholder’s equity of the Company immediately after giving effect to the transactions contemplated by the Asset Purchase Agreement between Agilent Technologies, Inc. and the Company and the incurrence of related transaction fees and expenses related thereto.

               i. As used herein the term “Public Offering” shall mean a public offering and sale of Shares by the Company (or any successor) pursuant to an effective registration statement under the Securities Act and/or in compliance with equivalent applicable foreign securities laws (other than a registration statement on Form S-8, Form S-4, Form F-4 or any other similar form). A “Qualified Public Offering” shall mean a Public Offering pursuant to an effective registration statement relating to the sale of Shares held by any or all of the Sponsor and its Affiliates which results in gross proceeds to the Sponsors and its Affiliates in excess of $250,000,000 and an active trading market in the Shares.

               j. As used herein the term “Market Price Per Share” shall mean the price per share equal to the last sale price (or if no sales occur on such day, then the average of the closing bid and asked prices for such day) of the Shares on the Repurchase Calculation Date on each exchange on which the Shares may at the time be listed and on which the Shares may be

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traded on such dates or, if the Shares shall not be so listed, the closing sales price as reported by NASDAQ for the Repurchase Calculation Date in the over-the-counter market.

               k. As used herein the term “Fair Market Value” of a share shall mean the fair market value, as determined in good faith by the Board of Directors of the Company in its sole discretion without giving effect to any discount for minority status or transfer restrictions, based upon such facts and circumstances as it deems relevant.

               l. In determining the Repurchase Price, appropriate adjustments shall be made for any future issuances of rights to acquire and securities convertible into Shares and any stock dividends, splits, combinations, recapitalizations or any other adjustment in the number of outstanding Shares.

     8. “Tag-Along” Right.

               a. In the event that at any time prior to the fifth anniversary of a Public Offering, the Sponsors or a Sponsor Affiliate to whom a Sponsor has transferred any of its Shares (a “Transfer Affiliate”) proposes to transfer for value any Shares owned by it to any person (a “Proposed Purchaser”), in any transaction other than (i) a Public Offering; (ii) from and after the initial firm commitment underwritten Public Offering, pursuant to Rule 144 or a block sale to a financial institution in the ordinary course of its trading business; provided, that Section 3 and 4 shall no longer apply with respect to a number of Shares equal to the maximum number of Shares the Purchaser, the Purchaser’s Estate or the Purchaser’s Trust, as the case may be, would have been entitled to sell in such sale pursuant to the first sentence of Section 8(b) other than due to the provisions of this clause (ii), (iii) a distribution, dividend or other transfer of Shares by Luxco to its shareholders, by way of liquidation or otherwise; provided, that such shareholders become parties to this Agreement, in the capacity of a Sponsor, or (iv) a sale to a Sponsor Affiliate, the Sponsor (or such Transfer Affiliate) will notify the Purchaser, the Purchaser’s Estate or the Purchaser’s Trust, as the case may be, in writing (a “Sale Notice”) of such proposed sale (a “Proposed Sale”) and the material terms of the Proposed Sale as of the date of the Sale Notice (the “Material Terms”) promptly and in any event not less than 25 days prior to the Proposed Sale and not more than 5 days after the execution of the definitive agreement relating to the Proposed Sale, if any (the “Sale Agreement”). If within 20 business days of the date of receipt of the Sale Notice, the Sponsor (or such Transfer Affiliate) receives a written request (a “Sale Request”) to include Shares held by the Purchaser, the Purchaser’s Estate or the Purchaser’s Trust in the Proposed Sale, the Shares so held by the Purchaser, the Purchaser’s Estate or the Purchaser’s Trust, not to exceed the amount provided in Section 8(b) below, shall be so included as provided herein; provided, that only one such Sale Request may be delivered by the Purchaser or the Purchaser’s Estate or the Purchaser’s Trust, as the case may be, with respect to any single Proposed Sale for any Shares held by the Purchaser or the Purchaser’s Estate or the Purchaser’s Trust; and provided, further, that any Sale Request shall be irrevocable unless (x) there shall be a material adverse change in the Material Terms or (y) otherwise mutually agreed to in writing by the Purchaser, the Purchaser’s Estate or the Purchaser’s Trust, as the case may be, and Sponsor (or such Transfer Affiliate). Promptly after the receipt of the Sale Request, the Sponsor (or such Transfer Affiliate) will furnish the Purchaser, the Purchaser’s Estate or the Purchaser’s Trust with a copy of the Sale Agreement, if any.

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               b. The maximum number of Shares that the Purchaser or the Purchaser’s Estate or the Purchaser’s Trust, as the case may be, will be permitted to include in a Proposed Sale pursuant to a Sale Request will be the product of (i) the sum of the number of Shares (A) then held by the Purchaser or the Purchaser’s Estate or the Purchaser’s Trust, including all Exercisable Option Shares (as defined in Section 10(b)) and (B) Option Shares which will become exercisable prior to or in connection with the Proposed Sale, multiplied by (ii) the ratio of (A) the number of Shares which the Sponsor (or the Transfer Affiliate) proposes to sell in the Proposed Sale, (after giving effect to this Agreement, the Other Purchasers’ Agreements, and any other agreements among the Sponsors (or any Transfer Affiliate) and other agreement with any holder of Shares that gives the right to such holder to participate in the Proposed Sale) divided by (B) the number of Shares then held by such Sponsor (or the Transfer Affiliate). Notwithstanding the above, if one of more holders of Shares who have been granted rights similar to those granted hereunder elect not to include in the Proposed Sale the maximum number of Shares which such holder would have been permitted to include in a Proposed Sale (the “Eligible Shares”), the holders of Shares, including the Sponsor (or the Transfer Affiliate), or any of them, may sell in the Proposed Sale a number of additional Shares owned by any of them equal to their pro rata portion of the number of Eligible Shares not included in the Proposed Sale, based on the relative number of Shares then held by each such holder, and such additional Shares which any such holder or holders propose to sell shall not be included in the calculation made pursuant to this Paragraph (b) for the purpose of determining the maximum number of Shares which the Purchaser or the Purchaser’s Estate or the Purchaser’s Trust, as the case may be, will be permitted to include in a Proposed Sale. Each Sponsor (or the Transfer Affiliate) may sell in the Proposed Sale additional Shares owned by it equal to any remaining Eligible Shares that will not be included in the Proposed Sale pursuant to the foregoing sentence.

               c. Except as may otherwise be provided herein, Shares subject to a Sale Request will be included in a Proposed Sale pursuant hereto and in any agreements with the Proposed Purchaser relating thereto on the same terms and subject to the same conditions applicable to the Shares which the Sponsor (or the Transfer Affiliate) proposes to sell in the Proposed Sale. Such terms and conditions shall include, without limitation: the pro rata reduction of the number of Shares to be included in the Proposed Sale if required by the Proposed Purchaser; the sales price; the payment of fees, commissions and expenses; the provision of, and representation and warranty as to, information requested by the Sponsor (or the Transfer Affiliate), and the provision of requisite indemnifications; provided, that any indemnification provided by the Purchaser, the Purchaser’s Estate or the Purchaser’s Trust shall be pro rata in proportion with the number of Shares to be sold; and provided, further, that fees paid to certain affiliates of the Sponsors pursuant to that certain Advisory Agreement with the Company and such affiliates in connection with the Proposed Sale shall not be deemed to be terms and conditions with respect to the Sale of the Shares.

               d. Upon delivering a Sale Request, the Purchaser, the Purchaser’s Estate or the Purchaser’s Trust, as the case may be, will, if requested by the Sponsor (or the Transfer Affiliate), execute and deliver a custody agreement and power of attorney in form and substance satisfactory to the Sponsor (or the Transfer Affiliate) (a “Custody Agreement and Power of Attorney”) with respect to the Shares which are to be included in the Proposed Sale pursuant hereto. The Custody Agreement and Power of Attorney will provide, among other things, that

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the Purchaser, the Purchaser’s Estate or the Purchaser’s Trust, as the case may be, will deliver to and deposit in custody with the custodian and attorney-in-fact named therein a certificate or certificates representing such Shares (duly endorsed in blank by the registered owner or owners thereof or accompanied by duly executed stock powers in blank) and irrevocably appoint said custodian and attorney-in-fact as the Purchaser, the Purchaser’s Estate’s or the Purchaser’s Trust’s, as the case may be, agent and attorney-in-fact with full power and authority to act under the Custody Agreement and Power of Attorney on behalf of the Purchaser, the Purchaser’s Estate or the Purchaser’s Trust, as the case may be, with respect to the matters specified therein.

               e. The Purchaser, Purchaser’s Trust or Purchaser’s Estate shall execute such other agreements as the Sponsor (or the Transfer Affiliate) may reasonably request in connection with the consummation of a Proposed Sale and Sale Request and the transactions contemplated hereby and the Purchaser’s, Purchaser’s Estate or Purchaser’s Trust, as the case may be, right pursuant hereto to participate in a Proposed Sale shall be contingent on such person’s strict compliance with each provision of this Agreement.

     9. Purchaser’s “Bring-Along” Right.

          In the event that at any time prior to the fifth anniversary of a Public Offering, a Sponsor (or a Transfer Affiliate) proposes to sell any of its holdings of Shares (the “Sponsor Shares”) in a Proposed Sale (a “Bring-Along Sale”), such Sponsor may provide Purchaser or Purchaser’s Estate or Purchaser’s Trust, as the case may be, written notice (a “Bring-Along Notice”) of such Proposed Sale and the Material Terms not less than 10 business days prior to the proposed date of the Bring-Along Sale (the “Bring-Along Sale Date”) and the Purchaser hereby agrees to sell to such Proposed Purchaser, as provided in Sections 8(c), (d) and (e), the number of Shares equal to the product of (i) the sum of the number of Shares (A) then held by the Purchaser or the Purchaser’s Estate or the Purchaser’s Trust, including all Exercisable Option Shares and (B) any Option Shares which will become exercisable prior to or in connection with the Bring-Along Sale, multiplied by (ii) the ratio of (A) the number of Shares which Sponsor (or a Transfer Affiliate) proposes to sell in the Proposed Sale, divided by (B) the number of Shares then held by Sponsor (or a Transfer Affiliate) at the same price and upon the same terms and conditions as such transfer of Sponsor Shares. The Purchaser, Purchaser’s Trust or Purchaser’s Estate, as the case may be, shall exercise Options to the extent necessary to obtain a number of Shares sufficient to fulfill its obligation to sell Shares in a Bring-Along Sale pursuant to this Section 9. The provisions of this Section 9 shall apply regardless of the form of consideration in the Bring-Along Sale.

10. Shares Issued to the Purchaser Upon Exercise of Options; Termination of Options.

               a. The Company may from time to time grant to the Purchaser, in addition to the Options granted pursuant to this Agreement, Options under the Equity Plan or otherwise to purchase Shares. All Options and Shares issuable by the Company upon exercise of such Options shall be subject to the terms and conditions of this Agreement.

               b. All outstanding Options granted to the Purchaser under the Equity Plan or otherwise, whether or not then exercisable, will be automatically terminated upon the payment

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by the Company to the Purchaser, pursuant to the provisions of Section 5 or 6 of this Agreement, of an amount equal to the Option Excess Price. If the Option Excess Price is zero or a negative number, all outstanding Options granted to the Purchaser under the Equity Plan or otherwise, whether or not then exercisable, shall be automatically terminated upon the repurchase of Shares as provided in Section 5 or 6. The “Option Excess Price” is the excess, if any, of the Section 5 Repurchase Price or the Section 6 Repurchase Price, depending on which Repurchase Price is being used to repurchase the Shares, over the exercise prices applicable to such Options multiplied by the number of Exercisable Option Shares. For purposes hereof, “Exercisable Option Shares” shall mean the Shares which, at the time of determination, could be purchased by the Purchaser upon exercise of his outstanding Options.

     11. The Company’s Representations and Warranties.

               a. The Company represents and warrants to the Purchaser that (i) this Agreement has been duly authorized, executed and delivered by the Company and (ii) the Shares, when issued and delivered in accordance with the terms hereof, will be duly and validly issued, fully paid and nonassessable.

               b. If the Company shall have filed a registration statement pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or engaged in a Public Offering, (i) the Company shall use reasonable efforts to register the Options and the Shares to be acquired on exercise thereof on a Form S-8 Registration Statement or any successor to Form S-8 to the extent that such registration is then available with respect to such Options and Shares and (ii) the Company will file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the Securities and Exchange Commission (“SEC”) thereunder, to the extent required from time to time to enable the Purchaser to sell Shares without registration under the Securities Act within the limitations of the exemptions provided any applicable rule or regulation of the SEC. Notwithstanding anything contained in this Section 11(b), the Company may deregister under Section 12 of the Exchange Act if it is then permitted to do so pursuant to the Exchange Act and the rules and regulations thereunder. Nothing in this Section 11(b) shall be deemed to limit in any manner the restrictions on sales of Shares contained in this Agreement.

     12. “Piggyback” Registration Rights. Until the later of (i) the first occurrence of a Qualified Public Offering and (ii) the fifth anniversary of the Effective Date:

               a. The Purchaser, Purchaser’s Trust or Purchaser’s Estate hereby agrees to be bound by all of the terms, conditions and obligations of the Registration Rights Agreement (the “Registration Rights Agreement”) entered into by and among the Company and investors party thereto as amended from time to time, in each case as if the Purchaser, Purchaser’s Trust or Purchaser’s Estate were a Holder (as such term is defined in the Registration Rights Agreement); provided, however, that at no time shall the Purchaser, Purchaser’s Trust or Purchaser’s Estate have any rights to request registration under the Registration Rights Agreement; and provided, further, that Purchaser, Purchaser’s Estate and Purchaser’s Trust’s rights shall be limited as set forth in this Section 12. All Shares purchased or held by Purchaser, Purchaser’s Trust or Purchaser’s Estate pursuant to this Agreement shall be deemed to be “Registrable Securities” as defined in the Registration Rights Agreement.

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               b. In the event of a sale of Shares by the Sponsor in accordance with the terms of the Registration Rights Agreement, the Company will promptly notify the Purchaser, Purchaser’s Trust or Purchaser’s Estate in writing (a “Notice”) of the proposed registration (a “Proposed Registration”). If within 15 days of the receipt by the Purchaser, Purchaser’s Trust or Purchaser’s Estate of such Notice, the Company receives from the Purchaser, Purchaser’s Trust or Purchaser’s Estate, as the case may be, a written request (a “Request”) to register Shares held by the applicable Purchaser, Purchaser’s Trust or Purchaser’s Estate (which Request will be irrevocable unless otherwise mutually agreed to in writing by the Purchaser, Purchaser’s Trust or Purchaser’s Estate and the Company), Shares will be so registered as provided in this Section 12; provided, however, that for each such registration statement only one Request, which shall be executed by the Purchaser, Purchaser’s Trust or Purchaser’s Estate, as the case may be, may be submitted for all Registrable Securities held by the Purchaser, Purchaser’s Trust or Purchaser’s Estate.

               c. The maximum number of Shares that will be registered pursuant to a Request will be the lowest of (i) the number of Shares then held by the Purchaser, Purchaser’s Trust or Purchaser’s Estate, including all Shares which the Purchaser, Purchaser’s Trust or Purchaser’s Estate are then entitled to acquire under an unexercised Option to the extent then exercisable, multiplied by a fraction, the numerator of which is the number of Shares being sold by the Sponsors and the denominator of which is the aggregate number of Shares owned by the Sponsors or (ii) the maximum number of Shares which the Company can register in the Proposed Registration without adverse effect on the offering in the view of the managing underwriters (reduced pro rata with all Other Purchasers) as more fully described in subsection (d) of this Section 12 or (iii) the maximum number of Shares which the Purchaser, Purchaser’s Trust or Purchaser’s Estate (pro rata based upon the aggregate number of Shares the Purchaser, Purchaser’s Trust or Purchaser’s Estate and all other Purchasers have requested to be registered) is permitted to register under the Registration Rights Agreement, including, without limitation, any reductions required by the Registration Rights Agreement.

               d. Upon delivering a Request, the Purchaser, Purchaser’s Trust or Purchaser’s Estate will, if requested by the Company, execute and deliver a Custody Agreement and Power of Attorney. The Custody Agreement and Power of Attorney will provide, among other things, that the Purchaser, Purchaser’s Trust or Purchaser’s Estate will deliver to and deposit in custody with the custodian and attorney-in-fact named therein a certificate or certificates representing such Shares (duly endorsed in blank by the registered owner or owners thereof or accompanied by duly executed stock powers in blank) and irrevocably appoint said custodian and attorney-in-fact as the Purchaser, Purchaser’s Trust or Purchaser’s Estate’s agent and attorney-in-fact with full power and authority to act under the Custody Agreement and Power of Attorney on the Purchaser, Purchaser’s Trust or Purchaser’s Estate’s behalf with respect to the matters specified therein.

               e. The Purchaser, Purchaser’s Trust or Purchaser’s Estate agrees that Purchaser, Purchaser’s Trust or Purchaser’s Estate, as applicable, will execute such other agreements as the Company may reasonably request to further evidence the provisions of this Section.

     13. Pro Rata Repurchases.

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          Notwithstanding anything to the contrary contained in Sections 5, 6 or 7, if at any time consummation of all purchases and payments to be made by the Company pursuant to this Agreement and the Other Purchasers’ Agreements would result in an Event, then the Company shall make purchases from, and payments to, the Purchaser and Other Purchasers pro rata (on the basis of the proportion of the number of Shares and the number of Options each such Purchaser and all Other Purchasers have elected or are required to sell to the Company) for the maximum number of Shares and shall pay the Option Excess Price for the maximum number of Options permitted without resulting in an Event (the “Maximum Repurchase Amount”). The provisions of Sections 5(b) and 6(b) shall apply in their entirety to payments and repurchases with respect to Options and Shares which may not be made due to the limits imposed by the Maximum Repurchase Amount under this Section 13. Until all of such Shares and Options are purchased and paid for by the Company, the Purchaser and the Other Purchasers whose Shares and Options are not purchased in accordance with this Section 13 shall have priority, on a pro rata basis, over other purchases of Shares and Options by the Company pursuant to this Agreement and Other Purchasers’ Agreements.

     14. Rights to Negotiate Repurchase Price.

          Nothing in this Agreement shall be deemed to restrict or prohibit the Company from purchasing Shares or Options from the Purchaser, at any time, upon such terms and conditions, and for such price, as may be mutually agreed upon between the Parties, whether or not at the time of such purchase circumstances exist which specifically grant the Company the right to purchase, or the Purchaser the right to sell, Shares or the Company has the right to pay, or the Purchaser has the right to receive, the Option Excess Price under the terms of this Agreement.

     15. Covenant Regarding 83(b) Election.

          Except as the Company may otherwise agree in writing, the Purchaser hereby covenants and agrees that Purchaser will make an election provided pursuant to Treasury Regulation 1.83-2 with respect to the Shares to be acquired upon each exercise of the Purchaser’s Options; and the Purchaser further covenants and agrees that Purchaser will furnish the Company with copies of the forms of election the Purchaser files within 30 days after the date hereof, and within 30 days after each exercise of the Purchaser’s Options and with evidence that each such election has been filed in a timely manner.

     16. Notice of Change of Beneficiary.

          Immediately prior to any transfer of Shares to a Purchaser’s Trust, the Purchaser shall provide the Company with a copy of the instruments creating the Purchaser’s Trust and with the identity of the beneficiaries of the Purchaser’s Trust. The Purchaser shall notify the Company immediately prior to any change in the identity of any beneficiary of the Purchaser’s Trust.

     17. Expiration of Certain Provisions.

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               a. The provisions contained in Sections 2, 4, 5, 6, 8, 9 and 12 of this Agreement and the portion of any other provision of this Agreement which incorporates the provisions of Section 4, 5 or 6, shall terminate and be of no further force or effect with respect to any Shares sold by the Purchaser pursuant to an effective registration statement filed by the Company pursuant to Section 11 hereof.

               b. The provisions contained in Sections 2(e), 3, 4, 5, 6, 8, 9, 12 and 15 of this Agreement, and the portion of any other provisions of this Agreement which incorporate the provisions of any of such Sections, shall terminate and be of no further force or effect upon the consummation of a Change in Control. For purposes of this Agreement, “Change in Control” means (i) sales of all or substantially all of the assets of the Company and its subsidiaries, taken as a whole, to a Person who is not an Affiliate of the Company or the Sponsors, (ii) a sale by the Sponsors or any of their respective Affiliates resulting in more than 50% of the voting shares of the Company being held by a person or related group of persons that does not include the Sponsors or any of their respective Affiliates, or (iii) a merger or consolidation of the Company into another Person which is not an Affiliate of the Company or the Sponsors, if and only if as a result of such merger or consolidation the Sponsors lose the ability to elect a majority of the Board of Directors of the Company (or the resulting entity).

     18. Recapitalizations, etc.

          The provisions of this Agreement shall apply, to the full extent set forth herein with respect to the Shares or the Options, to any and all shares of capital stock of the Company or any capital stock, partnership units or any other security evidencing ownership interests in any successor or assign of the Company (whether by merger, consolidation, sale of assets or otherwise) which may be issued in respect of, in exchange for, or in substitution of the Shares or the Options, by reason of any stock dividend, split, reverse split, combination, recapitalization, liquidation, reclassification, merger, consolidation or otherwise.

     19. The Purchaser’s Employment by the Company.

          Nothing contained in this Agreement (i) obligates the Company or any Subsidiary or Affiliate of the Company to employ the Purchaser in any capacity whatsoever or (ii) prohibits or restricts the Company (or any of its Subsidiaries or Affiliates) from terminating the employment, if any, of the Purchaser at any time or for any reason whatsoever, with or without Cause, and the Purchaser hereby acknowledges and agrees that except as may be contained in Purchaser’s employment agreement with the Company, neither the Company nor any other Person has made any representations or promises whatsoever to the Purchaser concerning the Purchaser’s employment or continued employment by the Company.

     20. Securities Laws.

          The Company hereby agrees to use its reasonable efforts to comply with all foreign and state securities or “blue sky” laws that might be applicable to the sale of the Shares and the issuance of the Options to the Purchaser.

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     21. Binding Effect.

          The provisions of this Agreement shall be binding upon and accrue to the benefit of the parties hereto and their respective heirs, legal representatives, successors and permitted assigns. Purchaser may assign his rights and obligations under this Agreement only to those transferees to whom Purchaser is required to do so pursuant to the terms hereof. In the case of a transferee permitted under Section 2(a) hereof, such transferee shall be deemed the Purchaser hereunder; provided, however, that no transferee (including without limitation, transferees referred to in Section 2(a) hereof) shall derive any rights under this Agreement unless and until such transferee has delivered to the Company a valid undertaking and becomes bound by the terms of this Agreement.

     22. Amendment.

          This Agreement may be amended only by a written instrument signed by the Parties hereto.

     23. Closing.

          Except as otherwise provided herein, the closing of each purchase and sale of Shares and the payment of the Option Excess Price, if any, pursuant to this Agreement shall take place at the principal office of the Company on the tenth business day following delivery of the notice by either Party to the other of its exercise of the right to purchase or sell such Shares hereunder or to cause the payment of the Option Excess Price, if any.

     24. Applicable Law.

          The laws of Singapore shall govern the interpretation, validity and performance of the terms of this Agreement, regardless of the law that might be applied under principles of conflicts of law. Each of the Company, Luxco and the Purchaser (the “Parties”) hereby irrevocably and unconditionally submits to the exclusive jurisdiction of the state and federal courts located in or for the State of California, County of San Mateo, for any actions, suits, or proceedings arising out of or relating to this Agreement and the transactions contemplated hereby (and each of the Parties agrees not to commence any action, suit or proceeding relating thereto except in such courts), and further agrees that service of any process, summons, notice or document by U.S. registered mail to its address set forth below shall be effective service of process of any action, suit or proceeding brought against any Party in any such court. Each of the Parties hereby irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby, in such state or federal courts as aforesaid and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. The Company and Luxco have appointed Corporation Service Company, which will do business in California as CSC-Lawyers Incorporation Service, as its authorized agent (the “Authorized Agent”) upon whom process may be served in any action arising out of or based on this Agreement or the transactions contemplated hereby. Such appointment shall be irrevocable

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pursuant to a contract that shall be prepaid for a period through December 1, 2010. The Company and Luxco represent and warrant that the Authorized Agent has agreed to act as such agent for service of process and agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent shall be deemed, in every respect, effective service of process upon the Company and Luxco.

     25. Assignability of Certain Rights by the Company.

          The Company shall have the right to assign any or all of its rights or obligations to purchase Shares pursuant to Sections 4, 5 and 6 hereof; provided, that the Company shall remain liable for all of its obligations pursuant to such Sections.

     26. Section 409A.

          The parties acknowledge and agree that, to the extent applicable, this Agreement shall be interpreted in accordance with Section 409A of the Code and any proposed or final Treasury Regulations promulgated thereunder. Notwithstanding any provision of this Agreement to the contrary, in the event that the Company determines that any amounts payable hereunder will be immediately taxable to the Purchaser under Section 409A, the Company may (a) adopt such amendments to this Agreement and appropriate policies and procedures, including amendments and policies with retroactive effect, that the Company determines necessary or appropriate to preserve the intended tax treatment of the benefits provided by this Agreement and/or (b) take such other actions as the Company determines necessary or appropriate to comply with the requirements of Section 409A.

     27. Consent to Shorter Notice.

          As permitted by Section 177(3) of the Singapore Companies Act, Purchaser hereby agrees to shorter notice than required by Section 177(2) of the Singapore Companies Act with respect to any meeting of the Company, other than the Company’s annual general meeting, which shorter notice may be as little as immediately prior to the commencement of such meeting. To such end, Purchaser hereby irrevocably appoints and constitutes Luxco, and its assigns, as Purchaser’s true and lawful attorney, in Purchaser’s name, place and stead, to make, execute and acknowledge documents for the limited purpose of agreeing to such shorter notice. Purchaser agrees to provide the Company with any documentation reasonably requested by the Company to give effect to the agreements in the two immediately preceding sentences.

     28. Miscellaneous.

          In this Agreement (i) all references to “dollars” or “$” are to United States dollars and (ii) the word “or” is not exclusive. If any provision of this Agreement shall be declared illegal, void or unenforceable by any court of competent jurisdiction, the other provisions shall not be affected, but shall remain in full force and effect.

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     29. Notices.

     All notices and other communications provided for herein shall be in writing and shall be deemed to have been duly given if delivered by hand (whether by overnight courier or otherwise) or sent by registered or certified mail, return receipt requested, postage prepaid, to the Party to whom it is directed:

               a. If to the Company, to it at the following address:

Avago Technologies Limited
No. 1 Yishun Avenue 7
Singapore 768923
Attn: Adam Clammer
          Kenneth Hao

with a copy to:

Latham & Watkins LLP
135 Commonwealth Drive
Menlo Park, California 94025
Attn: Peter F. Kerman, Esq.
          Joseph M. Yaffe, Esq.

               b. If to the Purchaser, to him at his most recent address as reflected in the Company’s records, or at such other address as the Party shall have specified by notice in writing to the other Parties.

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IN WITNESS WHEREOF, the Parties have executed this Shareholder’s Agreement effective as of the date first above written.

AVAGO TECHNOLOGIES LIMITED

By:

Title:

BALI INVESTMENTS S.A.R.L.

By:

Title:

PURCHASER

Name

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EX-10.21

Exhibti-10.21

Executives — New and Co-Invest Options — U.S.

NON-QUALIFIED SHARE OPTION AGREEMENT
UNDER THE AMENDED AND RESTATED EQUITY INCENTIVE PLAN
FOR EXECUTIVE EMPLOYEES OF
AVAGO TECHNOLOGIES LIMITED AND SUBSIDIARIES

          This Non-Qualified Share Option Agreement (this “Agreement”), is entered into as of «Grant_Date» by and between Avago Technologies Limited, a company organized under the laws of Singapore, hereinafter referred to as the “Company,” and «Name», an employee of the Company or a Subsidiary (as defined below) or Affiliate (as defined below) of the Company, hereinafter referred to as “Optionee.”

          WHEREAS, the Company wishes to afford the Optionee the opportunity to purchase ordinary shares of the Company (“Shares”);

          WHEREAS, the Company wishes to carry out the Plan (as defined below), the terms of which are hereby incorporated by reference and made a part of this Agreement; and

          WHEREAS, the Committee (as defined below) appointed to administer the Plan has determined that it would be to the advantage and best interest of the Company and its shareholders to grant the Non-Qualified Share Option(s) provided for herein to the Optionee as an incentive for increased efforts during his term of employment with the Company or its Subsidiaries or Affiliates, and has advised the Company thereof and instructed the undersigned officers to issue said Options;

          NOW, THEREFORE, in consideration of the mutual covenants herein contained and other good and valuable consideration, receipt of which is hereby acknowledged, the parties hereto do hereby agree as follows:

ARTICLE I

DEFINITIONS

          Whenever the following terms are used in this Agreement, they shall have the meaning specified in the Plan or below unless the context clearly indicates to the contrary.

     Section 1.1 — Affiliate

          “Affiliate” shall mean (a) with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with, such Person, and (b) with respect to the Company, also any entity designated by the Board of Directors in which the Company or one of its Affiliates has an interest, and (c) Kohlberg Kravis Roberts & Co., L.P. (“KKR”), Silver Lake Partners LLC (“SLP”) and any Affiliate of any partner of KKR or SLP. For purposes of this Agreement, “Person” means an individual, partnership, corporation, business trust, joint stock company, trust, unincorporated association, joint venture,

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governmental authority or other entity of whatever nature, and “control” shall have the meaning given such term under Rule 405 of the Securities Act.

     Section 1.2 — Board of Directors

          “Board of Directors” shall mean the Board of Directors of the Company.

     Section 1.3 — Cause

          “Cause” shall mean (i) the Optionee’s willful refusal to perform in any material respect his lawful duties or responsibilities for the Company or its Subsidiaries or willful disregard in any material respect of any financial or other budgetary limitations established in good faith by the Board of Directors or the board of directors of any Subsidiary; or (ii) the engaging by the Optionee in conduct that causes material and demonstrable injury, monetarily or otherwise, to the Company or any of its Subsidiaries, including, but not limited to, misappropriation or conversion of assets of the Company or its Subsidiaries (other than non-material assets); or (iii) conviction of or entry of a plea of nolo contendere to a non-vehicular felony. No act or failure to act by the Optionee shall be deemed “willful” if done, or omitted to be done, by him in good faith and with the reasonable belief that his action or omission was in the best interest of the Company or its Subsidiaries or consistent with Company policies or the directive of the Board of Directors.

     Section 1.4 — Code

          “Code” shall mean the U.S. Internal Revenue Code of 1986, as amended.

     Section 1.5 — Committee

          “Committee” shall mean the Board of Directors or, if administration of the Plan is delegated by the Board of Directors to it, the Compensation Committee of the Board of Directors or any other committee of the Board of Directors designated by the Board of Directors to administer the Plan.

     Section 1.6 — Determination Date

          “Determination Date” means the October 31 immediately following the Vesting Reference Date and each of the next four anniversaries thereof.

     Section 1.7 — “Good Reason”

          “Good Reason” means i) a reduction in Optionee’s base salary (other than as part of a broad salary reduction program instituted because the Company or the Subsidiary by which Optionee is employed is in financial distress), (ii) a substantial reduction in Optionee’s duties and responsibilities, (iii) the elimination or reduction of Optionee’s eligibility to participate in the Company’s benefit programs that is inconsistent with the eligibility of similarly situated

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employees of the Company to participate therein, (iv) the Company informs the Optionee of its intention to transfer of the Optionee’s primary workplace to a location that is more than 25 miles from the Optionee’s workplace at the time of the Vesting Reference Date, and (v) any serious chronic mental or physical illness of a member of the Optionee’s family that requires Optionee to terminate his or her employment because of a substantial interference with his or her duties at the Company, provided that at the Company’s request Optionee shall provide the Company with a written physician’s statement confirming the existence of such mental or physical illness.

     Section 1.8 — Options

          “Options” shall mean the Non-Qualified Share Options, which may include a Time Option and/or a Performance Option, to purchase Shares granted under this Agreement.

     Section 1.9 — Partnerships

          “Partnerships” shall mean KKR and SLP.

     Section 1.10 — Performance Option

          “Performance Option” shall mean an Option with respect to which the commencement of exercisability is governed by Section 3.1(b) hereof.

     Section 1.11 — Permanent Disability

          The Optionee shall be deemed to have a “Permanent Disability” if the Optionee is unable to engage in the activities required by his employment by reason of any medically determined physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than 12 months, as reasonably determined by the Board of Directors in good faith and in its discretion.

     Section 1.12 — Permitted Retirement

          “Permitted Retirement” shall mean retirement at age 55 or over (or such other age as may be approved by the Board of Directors) after at least fifteen years of continuous employment with the Company or one of its Subsidiaries or Affiliates. For the purposes of the preceding sentence, employment with a Predecessor shall be deemed to be employment with the Company.

     Section 1.13 — Plan

          “Plan” shall mean the Amended and Restated Equity Incentive Plan for Executive Employees of Avago Technologies Limited and Subsidiaries, as the same may be amended from time to time.

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     Section 1.14 — Predecessor

          “Predecessor” shall mean the Hewlett-Packard Company, Agilent Technologies, Inc. or any of their Subsidiaries or Affiliates.

     Section 1.15 — Pronouns

          The masculine pronoun shall include the feminine and neuter, and the singular the plural, where the context so indicates.

     Section 1.16 — Secretary

          “Secretary” shall mean the Secretary of the Company.

     Section 1.17 — Securities Act

          “Securities Act” means the U.S. Securities Act of 1933, as amended and the rules and regulations promulgated thereunder.

     Section 1.18 — Shareholders Agreement

          “Shareholders Agreement” shall mean that certain Management Shareholders Agreement dated as of even date herewith by and between the Company, the Optionee and other shareholders of the Company.

     Section 1.19 — Subsidiary

          “Subsidiary” with respect to any entity shall mean any corporation in an unbroken chain of corporations beginning with such entity if each of the corporations, or group of commonly controlled corporations, other than the last corporation in the unbroken chain, then owns shares possessing 50% or more of the total combined voting power of all classes of equity in one of the other corporations in such chain.

     Section 1.20 — Time Option

          “Time Option” shall mean an Option with respect to which the commencement of exercisability is governed by Section 3.1(a) hereof.

     Section 1.21 — Vesting Reference Date

          “Vesting Reference Date” shall mean the date set forth on the signature page hereof.

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ARTICLE II
GRANT OF OPTIONS

     Section 2.1 — Grant of Options

          For good and valuable consideration, on and as of the date hereof the Company irrevocably grants to the Optionee a Time Option and/or a Performance Option to purchase any part or all of an aggregate of the number of Shares set forth with respect to each such Option on the signature page hereof upon the terms and conditions set forth in this Agreement.

     Section 2.2 — Exercise Price

          The per share exercise price of the Shares covered by the Option(s) shall be the amount set forth on the signature page hereof.

     Section 2.3 — Consideration to the Company

          In consideration of the granting of these Option(s) by the Company, the Optionee agrees to render faithful and efficient services to the Company or one of its Subsidiaries or Affiliates, with such duties and responsibilities as the Company shall from time to time prescribe. Nothing in this Agreement or in the Plan shall confer upon the Optionee any right to continue in the employ of the Company or any of its Subsidiaries or Affiliates or shall interfere with or restrict in any way the rights of the Company and its Subsidiaries and Affiliates, which are hereby expressly reserved, to terminate the employment of the Optionee at any time for any reason whatsoever, with or without Cause.

     Section 2.4 — Adjustments in Options

          Subject to Section 9 of the Plan, in the event that the outstanding Shares subject to an Option are, from time to time, changed into or exchanged for cash or a different number or kind of shares of the Company or other securities of the Company by reason of a merger, consolidation, recapitalization, reclassification, stock split, stock dividend, combination of shares, or otherwise, the Committee shall make an appropriate and equitable adjustment in the number and kind of shares or other consideration and the exercise price as to which such Option, or portions thereof then unexercised, shall be exercisable in order to prevent dilution or enlargement of the benefits intended to be made available with respect to any Option. Any such adjustment made by the Committee shall be final and binding upon the Optionee, the Company and all other interested persons.

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ARTICLE III

PERIOD OF EXERCISABILITY

     Section 3.1 — Commencement of Exercisability

          (a) The Time Option shall become exercisable with respect to 20% of the Shares subject to such Time Option on each anniversary of the Vesting Reference Date. Notwithstanding the foregoing, immediately prior to the consummation of a sale by the Company of the business unit that employs the Optionee, as determined by the Board in its sole discretion, to the extent not previously vested, the Time Option shall become exercisable with respect to 20% of the Shares subject to such Time Option.

          (b) On each Vesting Reference Date, the Performance Option shall become exercisable for an incremental percentage of the Shares subject to such Option equal to the product of 20% and the Achievement Ratio for the year ending on the immediately preceding Determination Date, provided that on each Determination Date in no event shall the total percentage of Shares subject to the Performance Option that are exercisable be greater than the product of (i) 20% and (ii) the number of Determination Dates (including such Determination Date) as have fallen from and after the Vesting Reference Date. For the avoidance of doubt, in the event that the Achievement Ratio is greater than 1.0 for any year, the Performance Option shall become exercisable for an incremental percentage of the Shares subject to such Option that did not become exercisable in any preceding year (commencing with immediately preceding year) as a result of the Achievement Ratio for any such preceding year being less than 1.0.

               For purposes of this Section 3.1 the “Achievement Ratio” for each fiscal year shall be defined in Exhibit A.

          (c) Notwithstanding the foregoing, no Option or portion thereof shall become exercisable as to any additional Shares following the termination of employment of the Optionee for any reason and any Option which is non-exercisable as of the Optionee’s termination of employment shall be immediately cancelled.

     Section 3.2 — Expiration of Options

               Except as otherwise provided in the Shareholders Agreement, the Options may not be exercised to any extent by anyone after the first to occur of the following events:

     (a) The tenth anniversary of the date hereof;

     (b) The first anniversary of the date of the Optionee’s termination of employment by reason of death or Permanent Disability;

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     (c) The first business day which is ninety calendar days after the termination of employment of the Optionee for any reason other than for Cause, death or Permanent Disability;

     (d) The date the Option is terminated pursuant to the Shareholders Agreement;

     (e) With respect to the Performance Option, the fifth anniversary of the Vesting Reference Date, to the extent not previously vested;

     (f) The opening of business on the date of an Optionee’s termination of employment by the Company for Cause;

     (g) If the Committee so determines pursuant to Section 9 of the Plan, the effective date of either the merger or consolidation of the Company into another Person, or the exchange or acquisition by another Person of all or substantially all of the Company’s assets or 80% or more of its then outstanding voting shares, or the recapitalization, reclassification, liquidation or dissolution of the Company. At least ten (10) days prior to the effective date of such merger, consolidation, exchange, acquisition, recapitalization, reclassification, liquidation or dissolution, the Committee shall give the Optionee notice of such event if the Option has then neither been fully exercised nor become unexercisable under this Section 3.2.

ARTICLE IV

EXERCISE OF OPTION

     Section 4.1 — Person Eligible to Exercise

          During the lifetime of the Optionee, only he may exercise an Option or any portion thereof. After the death of the Optionee, any exercisable portion of an Option may, prior to the time when an Option becomes unexercisable under Section 3.2, be exercised by his personal representative or by any person empowered to do so under the Optionee’s will or under the then applicable laws of descent and distribution.

     Section 4.2 — Partial Exercise

          Any exercisable portion of an Option or the entire Option, if then wholly exercisable, may be exercised in whole or in part at any time prior to the time when the Option or portion thereof becomes unexercisable under Section 3.2; provided, however, that any partial exercise shall be for whole Shares only.

     Section 4.3 - Notice of Intent to Exercise

          Until such time as the Option and the Shares to be acquired pursuant to the exercise of the Option are registered on a Form S-8 Registration Statement or any successor form thereto (or are otherwise registered pursuant to the Securities Act), no less than ten (10) business

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days prior to the date the Optionee, or other person then entitled to exercise, intends to exercise the Options or any portion thereof, the Optionee, or such other person, shall provide the Company notice in writing stating such intent.

     Section 4.4 — Manner of Exercise

          An Option, or any exercisable portion thereof, may be exercised solely by delivering to the Secretary or his office all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.2:

     (a) Notice in writing signed by the Optionee or the other person then entitled to exercise the Option or portion thereof, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Committee;

     (b) Full payment (in cash, by check or by a combination thereof or by such other means as may be approved by the Committee in its sole discretion) for the Shares with respect to which such Option or portion thereof is exercised;

     (c) A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Optionee or other person then entitled to exercise such Option or portion thereof, stating (i) that the Shares are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act, and then applicable rules and regulations thereunder, (ii) that, if applicable (as determined by the Company), the Optionee has received, read and understood the Company’s Rule 701 Disclosure Statement and (iii) that the Optionee or other person then entitled to exercise such Option or portion thereof will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the             shares by such person is contrary to the representation and agreement referred to above; provided, however, that the Committee may, in its absolute discretion, take whatever additional actions it deems appropriate to ensure the observance and performance of such representation and agreement and to effect compliance with the Securities Act, any other U.S. federal or state securities laws or regulations and any other applicable laws or regulations;

     (d) Full payment to the Company (in cash, by check or by a combination thereof) of all amounts which, under federal, state or local law, it is required to withhold upon exercise of the Option; and

     (e) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the Option.

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Notwithstanding the foregoing, upon Optionee’s termination of employment by the Company without Cause, by the Optionee for Good Reason or as a Permitted Retirement, or by reason of death or Permanent Disability, in satisfaction of the payments required by Sections 4.4(b) and (d) above, Optionee may execute a cashless exercise, net of such payments, pursuant to a formal program adopted by the Company in connection with the Plan provided that such a cashless exercise would not, as determined by the Committee in its sole discretion, (i) cause the Company or its Subsidiaries to breach any debt agreement to which the Company or any of its Subsidiaries is a party, (ii) result in a violation under Section 409A of the Code or the regulations promulgated thereunder, (iii) be otherwise prohibited by the Code or the regulations promulgated thereunder or (iv) result in negative accounting treatment under Generally Accepted Accounting Principles (“GAAP”).

Without limiting the generality of this Section 4.4, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on exercise of an Option does not violate the Securities Act, and may issue stop-transfer orders covering such Shares. Share certificates evidencing Shares issued on exercise of this Option shall bear an appropriate legend referring to the provisions of subsection (c) above and the agreements herein. The written representation and agreement referred to in subsection (c) above shall, however, not be required if the Shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such Shares.

     Section 4.5 — Conditions to Issuance of Certificates

          The Shares deliverable upon the exercise of an Option, or any portion thereof, may be either previously authorized but unissued Shares or, subject to applicable laws, issued Shares which have then been reacquired by the Company. Such Shares shall be fully paid and nonassessable. The Company shall not be required to issue or deliver any certificate or certificates for Shares purchased upon the exercise of an Option or portion thereof prior to fulfillment of all of the following conditions:

     (a) The obtaining of approval or other clearance from any governmental agency which the Committee shall, in its absolute discretion, determine to be necessary or advisable; and

     (b) The lapse of such reasonable period of time following the exercise of the Option as the Committee may from time to time establish for reasons of administrative convenience; provided, however, that no delay in the issuance of any certificate to be issued hereunder shall operate to prejudice or impair the Optionee’s rights to participate in a corporate transaction providing for the disposition of Shares or to exercise his rights under the Shareholders Agreement.

     Section 4.6 — Rights as Shareholder

          The holder of an Option shall not be, nor have any of the rights or privileges of, a shareholder of the Company in respect of any Shares purchasable upon the exercise of the

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Option or any portion thereof unless and until certificates representing such Shares shall have been issued by the Company to such holder.

     Section 4.7 Covenant Regarding 83(b) Election

          The Optionee hereby covenants and agrees that, unless otherwise determined by the Company, Optionee will make an election pursuant to Treasury Regulation 1.83-2 with respect to the Shares to be acquired upon each exercise of the Optionee’s Options by filing with the Internal Revenue Service such election substantially in the form attached hereto as Exhibit B; and the Optionee further covenants and agrees that he will furnish the Company with copies of the forms of election the Optionee files within 30 days after each exercise of the Optionee’s Options and with evidence that each such election has been filed in a timely manner.

ARTICLE V

MISCELLANEOUS

     Section 5.1 — Administration

          The Committee shall have the power to interpret the Plan and this Agreement and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewith and to interpret or revoke any such rules. All actions taken and all interpretations and determinations made by the Committee shall be final and binding upon the Optionee, the Company and all other interested persons. No member of the Committee shall be personally liable for any action, determination or interpretation made in good faith with respect to the Plan or the Options. In its absolute discretion, the Board of Directors may at any time and from time to time exercise any and all rights and duties of the Committee under the Plan and this Agreement.

     Section 5.2 — Options Not Transferable

          Neither the Options nor any interest or right therein or part thereof shall be liable for the debts, contracts or engagements of the Optionee or his successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect; provided, however, that this Section 5.2 shall not prevent transfers by will or by the applicable laws of descent and distribution.

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     Section 5.3 — Shares to Be Reserved

          The Company shall at all times during the term of the Options reserve and keep available such number of Shares as will be sufficient to satisfy the requirements of this Agreement.

     Section 5.4 — Notices

          Any notice to be given under the terms of this Agreement to the Company shall be addressed to the Company in care of its Secretary, and any notice to be given to the Optionee shall be addressed to him at his most recent address as reflected in the Company’s records. By a notice given pursuant to this Section 5.4, either party may hereafter designate a different address for notices to be given to him or it. Any notice which is required to be given to the Optionee shall, if the Optionee is then deceased, be given to the Optionee’s personal representative if such representative has previously informed the Company of his status and address by written notice under this Section 5.4. Any notice shall have been deemed duly given when enclosed in a properly sealed envelope or wrapper addressed as aforesaid, and delivered by hand (whether by courier or otherwise) or sent by registered or certified mail, return receipt requested (with postage prepaid).

     Section 5.5 — Titles

          Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of this Agreement.

     Section 5.6 — Applicability of Plan and Shareholders Agreement

          The Options and the Shares issued to the Optionee upon exercise of the Options shall be subject to all of the terms and provisions of the Plan and the Shareholders Agreement, to the extent applicable to the Options and such Shares. In the event of any conflict between this Agreement and the Plan, the terms of the Plan shall control. In the event of any conflict between this Agreement or the Plan and the Shareholders Agreement, the terms of the Shareholders Agreement shall control.

     Section 5.7 — Amendment

          This Agreement may be amended only by a writing executed by the parties hereto, which specifically states that it is amending this Agreement.

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     Section 5.8 — Jurisdiction

          Any suit, action or proceeding against the Optionee with respect to this Agreement, or any judgment entered by any court in respect of any thereof, may be brought in any court of competent jurisdiction in the State of California, and the Optionee hereby submits to the exclusive jurisdiction of such courts for the purpose of any such suit, action, proceeding or judgment. The Optionee hereby irrevocably waives any objections which he may now or hereafter have to the laying of the venue of any suit, action or proceeding arising out of or relating to this Agreement brought in any court of competent jurisdiction in the State of California, and hereby further irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in any inconvenient forum. No suit, action or proceeding against the Company with respect to this Agreement may be brought in any court, domestic or foreign, or before any similar domestic or foreign authority other than in a court of competent jurisdiction in the State of California, and the Optionee hereby irrevocably waives any right which he may otherwise have had to bring such an action in any other court, domestic or foreign, or before any similar domestic or foreign authority. The Company hereby submits to the jurisdiction of such courts for the purpose of any such suit, action or proceeding.

     Section 5.9 — Employee Representation and Acknowledgement

          By signing this Agreement, the Optionee hereby represents, acknowledges and confirms that the Optionee has read this Agreement carefully and completely and understands each of the terms hereof.

(Signature Page Follows)

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          IN WITNESS WHEREOF, this Non-Qualified Share Option Agreement has been executed and delivered by the parties hereto as of the date first written above.

«NAME», OPTIONEE	COMPANY
	By
Signature	Its
Optionee’s Address
Optionee’s Tax Identification Number
Optionee’s Passport Number

Aggregate number of Shares subject to Time Option: «Time_Options»

Aggregate number of Shares subject to Performance Option: «Performance_Options»

Per share exercise price: «Exercise_Price»

Grant Date: «Grant_Date»

Vesting Reference Date: «Vesting_Reference_Date»

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EX-10.22

Exhibit-10.22

Executives — New and Co-Invest Options — Singapore

NON-QUALIFIED SHARE OPTION AGREEMENT
UNDER THE EQUITY INCENTIVE PLAN
FOR EXECUTIVE EMPLOYEES OF
AVAGO TECHNOLOGIES LIMITED AND SUBSIDIARIES

          This Non-Qualified Share Option Agreement (this “Agreement”), is entered into as of by «Grant Date» and between Avago Technologies Limited, a company organized under the laws of Singapore, hereinafter referred to as the “Company,” and «Name», an employee of the Company or a Subsidiary (as defined below) or Affiliate (as defined below) of the Company, hereinafter referred to as “Optionee.”

          WHEREAS, the Company wishes to afford the Optionee the opportunity to purchase ordinary shares of the Company (“Shares”);

          WHEREAS, the Company wishes to carry out the Plan (as defined below), the terms of which are hereby incorporated by reference and made a part of this Agreement; and

          WHEREAS, the Committee (as defined below) appointed to administer the Plan has determined that it would be to the advantage and best interest of the Company and its shareholders to grant the Non-Qualified Share Option(s) provided for herein to the Optionee as an incentive for increased efforts during his term of employment with the Company or its Subsidiaries or Affiliates, and has advised the Company thereof and instructed the undersigned officers to issue said Options;

          NOW, THEREFORE, in consideration of the mutual covenants herein contained and other good and valuable consideration, receipt of which is hereby acknowledged, the parties hereto do hereby agree as follows:

ARTICLE I

DEFINITIONS

          Whenever the following terms are used in this Agreement, they shall have the meaning specified in the Plan or below unless the context clearly indicates to the contrary.

     Section 1.1 — Affiliate

          “Affiliate” shall mean (a) with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with, such Person, and (b) with respect to the Company, also any entity designated by the Board of Directors in which the Company or one of its Affiliates has an interest, and (c) Kohlberg Kravis Roberts & Co., L.P. (“KKR”), Silver Lake Partners LLC (“SLP”) and any Affiliate of any partner of KKR or SLP. For purposes of this Agreement, “Person” means an individual, partnership, corporation, business trust, joint stock company, trust, unincorporated association, joint venture,

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governmental authority or other entity of whatever nature, and “control” shall have the meaning given such term under Rule 405 of the Securities Act.

     Section 1.2 — Board of Directors

          “Board of Directors” shall mean the Board of Directors of the Company.

     Section 1.3 — Cause

          “Cause” shall mean (i) the Optionee’s willful refusal to perform in any material respect his lawful duties or responsibilities for the Company or its Subsidiaries or willful disregard in any material respect of any financial or other budgetary limitations established in good faith by the Board of Directors or the board of directors of any Subsidiary; or (ii) the engaging by the Optionee in conduct that causes material and demonstrable injury, monetarily or otherwise, to the Company or any of its Subsidiaries, including, but not limited to, misappropriation or conversion of assets of the Company or its Subsidiaries (other than non-material assets); or (iii) conviction of or entry of a plea of nolo contendere to a non-vehicular felony. No act or failure to act by the Optionee shall be deemed “willful” if done, or omitted to be done, by him in good faith and with the reasonable belief that his action or omission was in the best interest of the Company or its Subsidiaries or consistent with Company policies or the directive of the Board of Directors.

     Section 1.4 — Code

          “Code” shall mean the U.S. Internal Revenue Code of 1986, as amended.

     Section 1.5 — Committee

          “Committee” shall mean the Board of Directors or, if administration of the Plan is delegated by the Board of Directors to it, the Compensation Committee of the Board of Directors or any other committee of the Board of Directors designated by the Board of Directors to administer the Plan.

     Section 1.6 — Determination Date

          “Determination Date” means the October 31 immediately following the Vesting Reference Date and each of the next four anniversaries thereof.

     Section 1.7 — “Good Reason”

          “Good Reason” means i) a reduction in Optionee’s base salary (other than as part of a broad salary reduction program instituted because the Company or the Subsidiary by which Optionee is employed is in financial distress), (ii) a substantial reduction in Optionee’s duties and responsibilities, (iii) the elimination or reduction of Optionee’s eligibility to participate in the Company’s benefit programs that is inconsistent with the eligibility of similarly situated

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employees of the Company to participate therein, (iv) the Company informs the Optionee of its intention to transfer of the Optionee’s primary workplace to a location that is more than 25 miles from the Optionee’s workplace at the time of the Vesting Reference Date, and (v) any serious chronic mental or physical illness of a member of the Optionee’s family that requires Optionee to terminate his or her employment because of a substantial interference with his or her duties at the Company, provided that at the Company’s request Optionee shall provide the Company with a written physician’s statement confirming the existence of such mental or physical illness.

     Section 1.8 — Options

          “Options” shall mean the Non-Qualified Share Options, which may include a Time Option and/or a Performance Option, to purchase Shares granted under this Agreement.

     Section 1.9 — Partnerships

          “Partnerships” shall mean KKR and SLP.

     Section 1.10 — Performance Option

          “Performance Option” shall mean an Option with respect to which the commencement of exercisability is governed by Section 3.1(b) hereof.

     Section 1.11 — Permanent Disability

          The Optionee shall be deemed to have a “Permanent Disability” if the Optionee is unable to engage in the activities required by his employment by reason of any medically determined physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than 12 months, as reasonably determined by the Board of Directors in good faith and in its discretion.

     Section 1.12 — Permitted Retirement

          “Permitted Retirement” shall mean retirement at age 55 or over (or such other age as may be approved by the Board of Directors) after at least fifteen years of continuous employment with the Company or one of its Subsidiaries or Affiliates. For the purposes of the preceding sentence, employment with a Predecessor shall be deemed to be employment with the Company.

     Section 1.13 — Plan

          “Plan” shall mean the Equity Incentive Plan for Executive Employees of Avago Technologies Limited and Subsidiaries, as the same may be amended from time to time.

     Section 1.14 — Predecessor

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          “Predecessor” shall mean the Hewlett-Packard Company, Agilent Technologies, Inc. or any of their Subsidiaries or Affiliates.

     Section 1.15 — Pronouns

          The masculine pronoun shall include the feminine and neuter, and the singular the plural, where the context so indicates.

     Section 1.16 — Secretary

          “Secretary” shall mean the Secretary of the Company.

     Section 1.17 — Securities Act

          “Securities Act” means the U.S. Securities Act of 1933, as amended and the rules and regulations promulgated thereunder.

     Section 1.18 — Shareholder’s Agreement

          “Shareholder’s Agreement” shall mean that certain Management Shareholder’s Agreement dated as of even date herewith by and between the Company, the Optionee and other shareholders of the Company.

     Section 1.19 — Subsidiary

          “Subsidiary” with respect to any entity shall mean any corporation in an unbroken chain of corporations beginning with such entity if each of the corporations, or group of commonly controlled corporations, other than the last corporation in the unbroken chain, then owns shares possessing 50% or more of the total combined voting power of all classes of equity in one of the other corporations in such chain.

     Section 1.20 — Time Option

          “Time Option” shall mean an Option with respect to which the commencement of exercisability is governed by Section 3.1(a) hereof.

     Section 1.21 — U.S. Person

          “U.S. Person” has the meaning accorded to it in Rule 902(k) of the Securities Act, and currently includes the following:

          (a) Any natural person resident in the United States;

          (b) Any partnership or corporation organized or incorporated under the laws of the United States;

«Name» — Stock Option Agreement

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          (c) Any estate of which any executor or administrator is a U.S. Person;

          (d) Any trust of which any trustee is a U.S. Person;

          (e) Any agency or branch of a foreign entity located in the United States;

          (f) Any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a U.S. Person;

          (g) Any discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated, or (if an individual) resident in the United States; and

          (h) Any partnership or corporation if:

     (i) Organized or incorporated under the laws of any foreign jurisdiction; and

     (ii) Formed by a U.S. Person principally for the purpose of investing in securities not registered under the Securities Act, unless it is organized or incorporated, and owned, by accredited investors (as defined in Rule 501(a) under the Securities Act of 1933, as amended) who are not natural persons, estates or trusts.

     Section 1.22 — Vesting Reference Date

          “Vesting Reference Date” shall mean the date set forth on the signature page hereof.

ARTICLE II
GRANT OF OPTIONS

     Section 2.1 — Grant of Options

          For good and valuable consideration, on and as of the date hereof the Company irrevocably grants to the Optionee a Time Option and/or a Performance Option to purchase any part or all of an aggregate of the number of Shares set forth with respect to each such Option on the signature page hereof upon the terms and conditions set forth in this Agreement.

     Section 2.2 — Exercise Price

          The per share exercise price of the Shares covered by the Option(s) shall be the amount set forth on the signature page hereof.

«Name» — Stock Option Agreement

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     Section 2.3 — Consideration to the Company

          In consideration of the granting of these Option(s) by the Company, the Optionee agrees to render faithful and efficient services to the Company or one of its Subsidiaries or Affiliates, with such duties and responsibilities as the Company shall from time to time prescribe. Nothing in this Agreement or in the Plan shall confer upon the Optionee any right to continue in the employ of the Company or any of its Subsidiaries or Affiliates or shall interfere with or restrict in any way the rights of the Company and its Subsidiaries and Affiliates, which are hereby expressly reserved, to terminate the employment of the Optionee at any time for any reason whatsoever, with or without Cause.

     Section 2.4 — Adjustments in Options

          Subject to Section 9 of the Plan, in the event that the outstanding Shares subject to an Option are, from time to time, changed into or exchanged for cash or a different number or kind of shares of the Company or other securities of the Company by reason of a merger, consolidation, recapitalization, reclassification, stock split, stock dividend, combination of shares, or otherwise, the Committee shall make an appropriate and equitable adjustment in the number and kind of shares or other consideration and the exercise price as to which such Option, or portions thereof then unexercised, shall be exercisable in order to prevent dilution or enlargement of the benefits intended to be made available with respect to any Option. Any such adjustment made by the Committee shall be final and binding upon the Optionee, the Company and all other interested persons.

ARTICLE III

PERIOD OF EXERCISABILITY

     Section 3.1 — Commencement of Exercisability

          (a) The Time Option shall become exercisable with respect to 20% of the Shares subject to such Time Option on each anniversary of the Vesting Reference Date. Notwithstanding the foregoing, immediately prior to the consummation of a sale by the Company of the business unit that employs the Optionee, as determined by the Board in its sole discretion, to the extent not previously vested, the Time Option shall become exercisable with respect to 20% of the Shares subject to such Time Option.

          (b) On each Vesting Reference Date, the Performance Option shall become exercisable for an incremental percentage of the Shares subject to such Option equal to the product of 20% and the Achievement Ratio for the year ending on the immediately preceding Determination Date, provided that on each Determination Date in no event shall the total percentage of Shares subject to the Performance Option that are exercisable be greater than the product of (i) 20% and (ii) the number of Determination Dates (including such Determination

«Name» — Stock Option Agreement

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Date) as have fallen from and after the Vesting Reference Date. For the avoidance of doubt, in the event that the Achievement Ratio is greater than 1.0 for any year, the Performance Option shall become exercisable for an incremental percentage of the Shares subject to such Option that did not become exercisable in any preceding year (commencing with immediately preceding year) as a result of the Achievement Ratio for any such preceding year being less than 1.0.

          For purposes of this Section 3.1 the “Achievement Ratio” for each fiscal year shall be defined in Exhibit A.

          (c) Notwithstanding the foregoing, no Option or portion thereof shall become exercisable as to any additional Shares following the termination of employment of the Optionee for any reason and any Option which is non-exercisable as of the Optionee’s termination of employment shall be immediately cancelled.

     Section 3.2 — Expiration of Options

          Except as otherwise provided in the Shareholder’s Agreement, the Options may not be exercised to any extent by anyone after the first to occur of the following events:

     (a) In the case of an Option granted to an Employee, the tenth anniversary of the date hereof, and in the case of an Option granted to a service provider other than an Employee, the fifth anniversary of the date hereof;

     (b) The first anniversary of the date of the Optionee’s termination of employment by reason of death or Permanent Disability;

     (c) The first business day which is ninety calendar days after the termination of employment of the Optionee for any reason other than for Cause, death or Permanent Disability;

     (d) The date the Option is terminated pursuant to the Shareholder’s Agreement;

     (e) With respect to the Performance Option, the fifth anniversary of the Vesting Reference Date, to the extent not previously vested;

     (f) The opening of business on the date of an Optionee’s termination of employment by the Company for Cause;

     (g) If the Committee so determines pursuant to Section 9 of the Plan, the effective date of either the merger or consolidation of the Company into another Person, or the exchange or acquisition by another Person of all or substantially all of the Company’s assets or 80% or more of its then outstanding voting shares, or the recapitalization, reclassification, liquidation or dissolution of the Company. At least ten (10) days prior to the effective date of such merger, consolidation, exchange, acquisition, recapitalization, reclassification, liquidation or dissolution, the Committee shall give the

«Name» — Stock Option Agreement

7

Optionee notice of such event if the Option has then neither been fully exercised nor become unexercisable under this Section 3.2.

ARTICLE IV

EXERCISE OF OPTION

     Section 4.1 — Person Eligible to Exercise

          During the lifetime of the Optionee, only he may exercise an Option or any portion thereof. After the death of the Optionee, any exercisable portion of an Option may, prior to the time when an Option becomes unexercisable under Section 3.2, be exercised by his personal representative or by any person empowered to do so under the Optionee’s will or under the then applicable laws of descent and distribution.

     Section 4.2 — Partial Exercise

          Any exercisable portion of an Option or the entire Option, if then wholly exercisable, may be exercised in whole or in part at any time prior to the time when the Option or portion thereof becomes unexercisable under Section 3.2; provided, however, that any partial exercise shall be for whole Shares only.

     Section 4.3 — Manner of Exercise

          An Option, or any exercisable portion thereof, may be exercised solely by delivering to the Secretary or his office all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.2:

     (a) Notice in writing signed by the Optionee or the other person then entitled to exercise the Option or portion thereof, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Committee;

     (b) Full payment (in cash, by check or by a combination thereof or by such other means as may be approved by the Committee in its sole discretion) for the Shares with respect to which such Option or portion thereof is exercised;

     (c) A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Optionee or other person then entitled to exercise such Option or portion thereof, stating (i) that the Shares are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act, and then applicable rules and regulations thereunder, (ii) that the Optionee or other person then entitled to exercise such Option or portion thereof has not been a U.S. Person from the date such person was granted or otherwise transferred the Option through the date of

«Name» — Stock Option Agreement

8

exercise of the Option or portion thereof and (iii) that the Optionee or other person then entitled to exercise such Option or portion thereof will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above; provided, however, that the Committee may, in its absolute discretion, take whatever additional actions it deems appropriate to ensure the observance and performance of such representation and agreement and to effect compliance with the Securities Act, any other U.S. federal or state securities laws or regulations and any other applicable laws or regulations;

     (d) Full payment to the Company (in cash, by check or by a combination thereof) of all amounts which, under federal, state or local law, it is required to withhold upon exercise of the Option; and

     (e) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the Option.

Notwithstanding the foregoing, upon Optionee’s termination of employment by the Company without Cause, by the Optionee for Good Reason or as a Permitted Retirement, or by reason of death or Permanent Disability, in satisfaction of the payments required by Sections 4.3(b) and (d) above, Optionee may execute a cashless exercise, net of such payments, pursuant to a formal program adopted by the Company in connection with the Plan provided that such a cashless exercise would not, as determined by the Committee in its sole discretion, (i) cause the Company or its Subsidiaries to breach any debt agreement to which the Company or any of its Subsidiaries is a party, (ii) result in a violation under Section 409A of the Code or the regulations promulgated thereunder, (iii) be otherwise prohibited by the Code or the regulations promulgated thereunder or (iv) result in negative accounting treatment under Generally Accepted Accounting Principles (“GAAP”).

Without limiting the generality of this Section 4.3, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on exercise of an Option does not violate the Securities Act, and may issue stop-transfer orders covering such Shares. Share certificates evidencing Shares issued on exercise of this Option shall bear an appropriate legend referring to the provisions of subsection (c) above and the agreements herein. The written representation and agreement referred to in subsection (c) above shall, however, not be required if the Shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such Shares.

     Section 4.4 — Conditions to Issuance of Certificates

          The Shares deliverable upon the exercise of an Option, or any portion thereof, may be either previously authorized but unissued Shares or, subject to applicable laws, issued Shares which have then been reacquired by the Company. Such Shares shall be fully paid and nonassessable. The Company shall not be required to issue or deliver any certificate or

«Name» — Stock Option Agreement

9

certificates for Shares purchased upon the exercise of an Option or portion thereof prior to fulfillment of all of the following conditions:

     (a) The obtaining of approval or other clearance from any governmental agency which the Committee shall, in its absolute discretion, determine to be necessary or advisable; and

     (b) The lapse of such reasonable period of time following the exercise of the Option as the Committee may from time to time establish for reasons of administrative convenience; provided, however, that no delay in the issuance of any certificate to be issued hereunder shall operate to prejudice or impair the Optionee’s rights to participate in a corporate transaction providing for the disposition of Shares or to exercise his rights under the Shareholder’s Agreement.

     Section 4.5 — Rights as Shareholder

          The holder of an Option shall not be, nor have any of the rights or privileges of, a shareholder of the Company in respect of any Shares purchasable upon the exercise of the Option or any portion thereof unless and until certificates representing such Shares shall have been issued by the Company to such holder.

ARTICLE V

MISCELLANEOUS

     Section 5.1 — Administration

          The Committee shall have the power to interpret the Plan and this Agreement and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewith and to interpret or revoke any such rules. All actions taken and all interpretations and determinations made by the Committee shall be final and binding upon the Optionee, the Company and all other interested persons. No member of the Committee shall be personally liable for any action, determination or interpretation made in good faith with respect to the Plan or the Options. In its absolute discretion, the Board of Directors may at any time and from time to time exercise any and all rights and duties of the Committee under the Plan and this Agreement.

«Name» — Stock Option Agreement

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     Section 5.2 — Options Not Transferable

          Neither the Options nor any interest or right therein or part thereof shall be liable for the debts, contracts or engagements of the Optionee or his successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect; provided, however, that this Section 5.2 shall not prevent transfers by will or by the applicable laws of descent and distribution.

     Section 5.3 — Shares to Be Reserved

          The Company shall at all times during the term of the Options reserve and keep available such number of Shares as will be sufficient to satisfy the requirements of this Agreement.

     Section 5.4 — Notices

          Any notice to be given under the terms of this Agreement to the Company shall be addressed to the Company in care of its Secretary, and any notice to be given to the Optionee shall be addressed to him at his most recent address as reflected in the Company’s records. By a notice given pursuant to this Section 5.4, either party may hereafter designate a different address for notices to be given to him or it. Any notice which is required to be given to the Optionee shall, if the Optionee is then deceased, be given to the Optionee’s personal representative if such representative has previously informed the Company of his status and address by written notice under this Section 5.4. Any notice shall have been deemed duly given when enclosed in a properly sealed envelope or wrapper addressed as aforesaid, and delivered by hand (whether by courier or otherwise) or sent by registered or certified mail, return receipt requested (with postage prepaid).

     Section 5.5 — Titles

          Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of this Agreement.

     Section 5.6 — Applicability of Plan and Shareholder’s Agreement

          The Options and the Shares issued to the Optionee upon exercise of the Options shall be subject to all of the terms and provisions of the Plan and the Shareholder’s Agreement, to the extent applicable to the Options and such Shares. In the event of any conflict between this Agreement and the Plan, the terms of the Plan shall control. In the event of any conflict between this Agreement or the Plan and the Shareholder’s Agreement, the terms of the Shareholder’s Agreement shall control.

«Name» — Stock Option Agreement

11

     Section 5.7 — Amendment

          This Agreement may be amended only by a writing executed by the parties hereto, which specifically states that it is amending this Agreement.

     Section 5.8 — Jurisdiction

          Any suit, action or proceeding against the Optionee with respect to this Agreement, or any judgment entered by any court in respect of any thereof, may be brought in any court of competent jurisdiction in the State of California, and the Optionee hereby submits to the exclusive jurisdiction of such courts for the purpose of any such suit, action, proceeding or judgment. The Optionee hereby irrevocably waives any objections which he may now or hereafter have to the laying of the venue of any suit, action or proceeding arising out of or relating to this Agreement brought in any court of competent jurisdiction in the State of California, and hereby further irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in any inconvenient forum. No suit, action or proceeding against the Company with respect to this Agreement may be brought in any court, domestic or foreign, or before any similar domestic or foreign authority other than in a court of competent jurisdiction in the State of California, and the Optionee hereby irrevocably waives any right which he may otherwise have had to bring such an action in any other court, domestic or foreign, or before any similar domestic or foreign authority. The Company hereby submits to the jurisdiction of such courts for the purpose of any such suit, action or proceeding.

     Section 5.9 — — Employee Representation and Acknowledgement

          By signing this Agreement, the Optionee hereby represents, acknowledges and confirms that the Optionee has read this Agreement carefully and completely and understands each of the terms hereof.

          By signing this Agreement, the Optionee also hereby represents that the Optionee is not a U.S. Person as of the date hereof.

(Signature Page Follows)

«Name» — Stock Option Agreement

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     IN WITNESS WHEREOF, this Non-Qualified Share Option Agreement has been executed and delivered by the parties hereto as of the date first written above.

«NAME», OPTIONEE	COMPANY
	By
Signature	Its
Optionee’s Address
Optionee’s Tax Identification Number
Optionee’s Passport Number

Aggregate number of Shares subject to Time Option: «Time_Options»

Aggregate number of Shares subject to Performance Option: «Performance_Options»

Per share exercise price: «Exercise_Price»

Grant Date: «Grant_Date»

Vesting Reference Date: «Vesting_Reference_Date»

«Name» — Stock Option Agreement

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EX-10.23

Exhibit-10.23

U.S. Executives — Rollover Options

NON-QUALIFIED SHARE OPTION AGREEMENT
UNDER THE EQUITY INCENTIVE PLAN
FOR EXECUTIVE EMPLOYEES OF
AVAGO TECHNOLOGIES LIMITED AND SUBSIDIARIES

          This Non-Qualified Share Option Agreement (this “Agreement”), is entered into as of December 1, 2005 by and between Avago Technologies Limited, a company organized under the laws of Singapore, hereinafter referred to as the “Company,” and «Name», an employee of the Company or a Subsidiary (as defined below) or Affiliate (as defined below) of the Company, hereinafter referred to as “Optionee.”

          WHEREAS, the Company wishes to afford the Optionee the opportunity to purchase ordinary shares of the Company (“Shares”);

          WHEREAS, the Company wishes to carry out the Plan (as defined below), the terms of which are hereby incorporated by reference and made a part of this Agreement; and

          WHEREAS, the Committee (as defined below) appointed to administer the Plan has determined that it would be to the advantage and best interest of the Company and its shareholders to grant the Non-Qualified Share Option(s) provided for herein to the Optionee as an incentive for increased efforts during his term of employment with the Company or its Subsidiaries or Affiliates, and has advised the Company thereof and instructed the undersigned officers to issue said Options;

          NOW, THEREFORE, in consideration of the mutual covenants herein contained and other good and valuable consideration, receipt of which is hereby acknowledged, the parties hereto do hereby agree as follows:

ARTICLE I

DEFINITIONS

          Whenever the following terms are used in this Agreement, they shall have the meaning specified in the Plan or below unless the context clearly indicates to the contrary.

     Section 1.1 — Affiliate

          “Affiliate” shall mean (a) with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with, such Person, and (b) with respect to the Company, also any entity designated by the Board of Directors in which the Company or one of its Affiliates has an interest, and (c) Kohlberg Kravis Roberts & Co., L.P. (“KKR”), Silver Lake Partners LLC (“SLP”) and any Affiliate of any partner of KKR or SLP.

«Name» — Rollover Stock Option Agreement

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For purposes of this Agreement, “Person” means an individual, partnership, corporation, business trust, joint stock company, trust, unincorporated association, joint venture, governmental authority or other entity of whatever nature, and “control” shall have the meaning given such term under Rule 405 of the Securities Act.

     Section 1.2 — Board of Directors

          “Board of Directors” shall mean the Board of Directors of the Company.

     Section 1.3 — Cause

          “Cause” shall mean (i) the Optionee’s willful refusal to perform in any material respect his lawful duties or responsibilities for the Company or its Subsidiaries or willful disregard in any material respect of any financial or other budgetary limitations established in good faith by the Board of Directors or the board of directors of any Subsidiary; or (ii) the engaging by the Optionee in conduct that causes material and demonstrable injury, monetarily or otherwise, to the Company or any of its Subsidiaries, including, but not limited to, misappropriation or conversion of assets of the Company or its Subsidiaries (other than non-material assets); or (iii) conviction of or entry of a plea of nolo contendere to a non-vehicular felony. No act or failure to act by the Optionee shall be deemed “willful” if done, or omitted to be done, by him in good faith and with the reasonable belief that his action or omission was in the best interest of the Company or its Subsidiaries or consistent with Company policies or the directive of the Board of Directors.

     Section 1.4 — Code

          “Code” shall mean the U.S. Internal Revenue Code of 1986, as amended.

     Section 1.5 — Committee

          “Committee” shall mean the Board of Directors or, if administration of the Plan is delegated by the Board of Directors to it, the Compensation Committee of the Board of Directors or any other committee of the Board of Directors designated by the Board of Directors to administer the Plan.

     Section 1.6 — Options

          “Options” shall mean the Non-Qualified Share Options to purchase Shares granted under this Agreement.

     Section 1.7 — Partnerships

          “Partnerships” shall mean KKR and SLP.

«Name» — Rollover Stock Option Agreement

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     Section 1.8 — Permanent Disability

          The Optionee shall be deemed to have a “Permanent Disability” if the Optionee is unable to engage in the activities required by his employment by reason of any medically determined physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than 12 months, as reasonably determined by the Board of Directors in good faith and in its discretion.

     Section 1.9 — Plan

          “Plan” shall mean the Equity Incentive Plan for Executive Employees of Avago Technologies Limited and Subsidiaries, as the same may be amended from time to time.

     Section 1.10 — Pronouns

          The masculine pronoun shall include the feminine and neuter, and the singular the plural, where the context so indicates.

     Section 1.11 — Secretary

          “Secretary” shall mean the Secretary of the Company.

     Section 1.12 — Securities Act

          “Securities Act” means the U.S. Securities Act of 1933, as amended and the rules and regulations promulgated thereunder.

     Section 1.13 — Shareholder’s Agreement

          “Shareholder’s Agreement” shall mean that certain Management Shareholder’s Agreement dated as of even date herewith by and between the Company, the Optionee and other shareholders of the Company.

     Section 1.14 — Subsidiary

          “Subsidiary” with respect to any entity shall mean any corporation in an unbroken chain of corporations beginning with such entity if each of the corporations, or group of commonly controlled corporations, other than the last corporation in the unbroken chain, then owns shares possessing 50% or more of the total combined voting power of all classes of equity in one of the other corporations in such chain.

«Name» — Rollover Stock Option Agreement

3

ARTICLE II
GRANT OF OPTIONS

     Section 2.1 — Grant of Options

          For good and valuable consideration, on and as of the date hereof the Company irrevocably grants to the Optionee an Option to purchase any part or all of an aggregate of the number of Shares set forth with respect to each such Option on the signature page hereof upon the terms and conditions set forth in this Agreement.

     Section 2.2 — Exercise Price

          The per share exercise price of the Shares covered by the Option(s) shall be $[___].

     Section 2.3 — Consideration to the Company

          In consideration of the granting of these Option(s) by the Company, the Optionee agrees to render faithful and efficient services to the Company or one of its Subsidiaries or Affiliates, with such duties and responsibilities as the Company shall from time to time prescribe. Nothing in this Agreement or in the Plan shall confer upon the Optionee any right to continue in the employ of the Company or any of its Subsidiaries or Affiliates or shall interfere with or restrict in any way the rights of the Company and its Subsidiaries and Affiliates, which are hereby expressly reserved, to terminate the employment of the Optionee at any time for any reason whatsoever, with or without Cause.

     Section 2.4 — Adjustments in Options

          Subject to Section 9 of the Plan, in the event that the outstanding Shares subject to an Option are, from time to time, changed into or exchanged for cash or a different number or kind of shares of the Company or other securities of the Company by reason of a merger, consolidation, recapitalization, reclassification, stock split, stock dividend, combination of shares, or otherwise, the Committee shall make an appropriate and equitable adjustment in the number and kind of shares or other consideration and the exercise price as to which such Option, or portions thereof then unexercised, shall be exercisable in order to prevent dilution or enlargement of the benefits intended to be made available with respect to any Option. Any such adjustment made by the Committee shall be final and binding upon the Optionee, the Company and all other interested persons.

«Name» — Rollover Stock Option Agreement

4

ARTICLE III

PERIOD OF EXERCISABILITY

     Section 3.1 — Commencement of Exercisability

          Subject to Section 3.2 of this Agreement, the Options shall be fully exercisable as of the date hereof.

     Section 3.2 — Expiration of Options

          Except as otherwise provided in the Shareholder’s Agreement, the Options may not be exercised to any extent by anyone after the first to occur of the following events:

     (a) The expiration date for the Option(s) indicated on Exhibit A;

     (b) The first anniversary of the date of the Optionee’s termination of employment by reason of death or Permanent Disability;

     (c) The first business day which is ninety calendar days after the termination of employment of the Optionee for any reason other than for Cause, death or Permanent Disability;

     (d) The date the Option is terminated pursuant to the Shareholder’s Agreement;

     (e) The opening of business on the date of an Optionee’s termination of employment by the Company for Cause; or

     (f) If the Committee so determines pursuant to Section 9 of the Plan, the effective date of either the merger or consolidation of the Company into another Person, or the exchange or acquisition by another Person of all or substantially all of the Company’s assets or 80% or more of its then outstanding voting shares, or the recapitalization, reclassification, liquidation or dissolution of the Company. At least ten (10) days prior to the effective date of such merger, consolidation, exchange, acquisition, recapitalization, reclassification, liquidation or dissolution, the Committee shall give the Optionee notice of such event if the Option has then neither been fully exercised nor become unexercisable under this Section 3.2.

«Name» — Rollover Stock Option Agreement

5

ARTICLE IV

EXERCISE OF OPTION

     Section 4.1 — Person Eligible to Exercise

          During the lifetime of the Optionee, only he may exercise an Option or any portion thereof. After the death of the Optionee, any exercisable portion of an Option may, prior to the time when an Option becomes unexercisable under Section 3.2, be exercised by his personal representative or by any person empowered to do so under the Optionee’s will or under the then applicable laws of descent and distribution.

     Section 4.2 — Partial Exercise

          The entire Option may be exercised in whole or in part at any time prior to the time when the Option or portion thereof becomes unexercisable under Section 3.2; provided, however, that any partial exercise shall be for whole Shares only.

     Section 4.3 - Notice of Intent to Exercise

          Until such time as the Option and the Shares to be acquired pursuant to the exercise of the Option are registered on a Form S-8 Registration Statement or any successor form thereto (or are otherwise registered pursuant to the Securities Act), no less than ten (10) business days prior to the date the Optionee, or other person then entitled to exercise, intends to exercise the Options or any portion thereof, the Optionee, or such other person, shall provide the Company notice in writing stating such intent.

     Section 4.4 — Manner of Exercise

          An Option may be exercised solely by delivering to the Secretary or his office all of the following prior to the time when the Option becomes unexercisable under Section 3.2:

     (a) Notice in writing signed by the Optionee or the other person then entitled to exercise the Option or portion thereof, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Committee;

     (b) Full payment (in cash, by check or by a combination thereof or by such other means as may be approved by the Committee in its sole discretion) for the Shares with respect to which such Option or portion thereof is exercised;

     (c) A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Optionee or other person then entitled to exercise such Option or portion thereof, stating (i) that the Shares are being acquired for his own account, for investment and without any present intention of distributing or reselling said

«Name» — Rollover Stock Option Agreement

6

shares or any of them except as may be permitted under the Securities Act, and then applicable rules and regulations thereunder, (ii) that, if applicable (as determined by the Company), the Optionee has received, read and understood the Company’s Rule 701 Disclosure Statement and (iii) that the Optionee or other person then entitled to exercise such Option or portion thereof will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above; provided, however, that the Committee may, in its absolute discretion, take whatever additional actions it deems appropriate to ensure the observance and performance of such representation and agreement and to effect compliance with the Securities Act, any other U.S. federal or state securities laws or regulations and any other applicable laws or regulations;

     (d) Full payment to the Company (in cash, by check or by a combination thereof) of all amounts which, under federal, state or local law, it is required to withhold upon exercise of the Option; and

     (e) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the Option.

Notwithstanding the foregoing, in satisfaction of the payments required by Sections 4.4(b) and (d) above, Optionee may execute a cashless exercise, net of such payments, pursuant to a formal program adopted by the Company in connection with the Plan provided that such a cashless exercise would not, as determined by the Committee in its sole discretion, (i) cause the Company or its Subsidiaries to breach any debt agreement to which the Company or any of its Subsidiaries is a party, (ii) result in a violation under Section 409A of the Code or the regulations promulgated thereunder, (iii) be otherwise prohibited by the Code or the regulations promulgated thereunder or (iv) result in negative accounting treatment under Generally Accepted Accounting Principles (“GAAP”).

Without limiting the generality of this Section 4.4, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on exercise of an Option does not violate the Securities Act, and may issue stop-transfer orders covering such Shares. Share certificates evidencing Shares issued on exercise of this Option shall bear an appropriate legend referring to the provisions of subsection (c) above and the agreements herein. The written representation and agreement referred to in subsection (c) above shall, however, not be required if the Shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such Shares.

     Section 4.5 — Conditions to Issuance of Certificates

          The Shares deliverable upon the exercise of an Option, or any portion thereof, may be either previously authorized but unissued Shares or, subject to applicable laws, issued Shares which have then been reacquired by the Company. Such Shares shall be fully paid and nonassessable. The Company shall not be required to issue or deliver any certificate or

«Name» — Rollover Stock Option Agreement

7

certificates for Shares purchased upon the exercise of an Option or portion thereof prior to fulfillment of all of the following conditions:

     (a) The obtaining of approval or other clearance from any governmental agency which the Committee shall, in its absolute discretion, determine to be necessary or advisable; and

     (b) The lapse of such reasonable period of time following the exercise of the Option as the Committee may from time to time establish for reasons of administrative convenience; provided, however, that no delay in the issuance of any certificate to be issued hereunder shall operate to prejudice or impair the Optionee’s rights to participate in a corporate transaction providing for the disposition of Shares or to exercise his rights under the Shareholder’s Agreement.

     Section 4.6 — Rights as Shareholder

          The holder of an Option shall not be, nor have any of the rights or privileges of, a shareholder of the Company in respect of any Shares purchasable upon the exercise of the Option or any portion thereof unless and until certificates representing such Shares shall have been issued by the Company to such holder.

ARTICLE V

MISCELLANEOUS

     Section 5.1 — Administration

          The Committee shall have the power to interpret the Plan and this Agreement and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewith and to interpret or revoke any such rules. All actions taken and all interpretations and determinations made by the Committee shall be final and binding upon the Optionee, the Company and all other interested persons. No member of the Committee shall be personally liable for any action, determination or interpretation made in good faith with respect to the Plan or the Options. In its absolute discretion, the Board of Directors may at any time and from time to time exercise any and all rights and duties of the Committee under the Plan and this Agreement.

«Name» — Rollover Stock Option Agreement

8

     Section 5.2 — Options Not Transferable

          Neither the Options nor any interest or right therein or part thereof shall be liable for the debts, contracts or engagements of the Optionee or his successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect; provided, however, that this Section 5.2 shall not prevent transfers by will or by the applicable laws of descent and distribution.

     Section 5.3 — Shares to Be Reserved

          The Company shall at all times during the term of the Options reserve and keep available such number of Shares as will be sufficient to satisfy the requirements of this Agreement.

     Section 5.4 — Notices

          Any notice to be given under the terms of this Agreement to the Company shall be addressed to the Company in care of its Secretary, and any notice to be given to the Optionee shall be addressed to him at his most recent address as reflected in the Company’s records. By a notice given pursuant to this Section 5.4, either party may hereafter designate a different address for notices to be given to him or it. Any notice which is required to be given to the Optionee shall, if the Optionee is then deceased, be given to the Optionee’s personal representative if such representative has previously informed the Company of his status and address by written notice under this Section 5.4. Any notice shall have been deemed duly given when enclosed in a properly sealed envelope or wrapper addressed as aforesaid, and delivered by hand (whether by courier or otherwise) or sent by registered or certified mail, return receipt requested (with postage prepaid).

     Section 5.5 — Titles

          Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of this Agreement.

     Section 5.6 — Applicability of Plan and Shareholder’s Agreement

          The Options and the Shares issued to the Optionee upon exercise of the Options shall be subject to all of the terms and provisions of the Plan and the Shareholder’s Agreement, to the extent applicable to the Options and such Shares. In the event of any conflict between this Agreement and the Plan, the terms of the Plan shall control. In the event of any conflict between this Agreement or the Plan and the Shareholder’s Agreement, the terms of the Shareholder’s Agreement shall control.

«Name» — Rollover Stock Option Agreement

9

     Section 5.7 — Amendment

          This Agreement may be amended only by a writing executed by the parties hereto, which specifically states that it is amending this Agreement.

     Section 5.8 — Jurisdiction

          Any suit, action or proceeding against the Optionee with respect to this Agreement, or any judgment entered by any court in respect of any thereof, may be brought in any court of competent jurisdiction in the State of California, and the Optionee hereby submits to the exclusive jurisdiction of such courts for the purpose of any such suit, action, proceeding or judgment. The Optionee hereby irrevocably waives any objections which he may now or hereafter have to the laying of the venue of any suit, action or proceeding arising out of or relating to this Agreement brought in any court of competent jurisdiction in the State of California, and hereby further irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in any inconvenient forum. No suit, action or proceeding against the Company with respect to this Agreement may be brought in any court, domestic or foreign, or before any similar domestic or foreign authority other than in a court of competent jurisdiction in the State of California, and the Optionee hereby irrevocably waives any right which he may otherwise have had to bring such an action in any other court, domestic or foreign, or before any similar domestic or foreign authority. The Company hereby submits to the jurisdiction of such courts for the purpose of any such suit, action or proceeding.

(Signature Page Follows)

«Name» — Rollover Stock Option Agreement

10

     IN WITNESS WHEREOF, this Non-Qualified Share Option Agreement has been executed and delivered by the parties hereto as of the date first written above.

«NAME», OPTIONEE		COMPANY
	By
Signature	Its
Optionee’s Address

Aggregate number of Shares for which the Option granted hereunder is exercisable: «Rollover_Options»

«Name» — Rollover Stock Option Agreement

11

EX-10.24

Exhibit-10.24

U.S. Non-Employee Director — New Options

NON-QUALIFIED SHARE OPTION AGREEMENT
UNDER THE AMENDED AND RESTATED EQUITY INCENTIVE PLAN
FOR SENIOR MANAGEMENT EMPLOYEES OF
AVAGO TECHNOLOGIES LIMITED AND SUBSIDIARIES

          This Non-Qualified Share Option Agreement (this “Agreement”), is entered into as of «Grant Date» by and between Avago Technologies Limited, a company organized under the laws of Singapore, hereinafter referred to as the “Company,” and “Name”, a non-employee member of the Board of Directors of the Company, hereinafter referred to as “Optionee.”

          WHEREAS, the Company wishes to afford the Optionee the opportunity to purchase ordinary shares of the Company (“Shares”);

          WHEREAS, the Company wishes to carry out the Plan (as defined below), the terms of which are hereby incorporated by reference and made a part of this Agreement; and

          WHEREAS, the Board of Directors of the Company has determined that it would be to the advantage and best interest of the Company and its shareholders to grant the Non-Qualified Share Option provided for herein to the Optionee as an incentive for increased efforts during his term of service with the Company, and has advised the Company thereof and instructed the undersigned officers to issue said Option;

          NOW, THEREFORE, in consideration of the mutual covenants herein contained and other good and valuable consideration, receipt of which is hereby acknowledged, the parties hereto do hereby agree as follows:

ARTICLE I

DEFINITIONS

          Unless otherwise defined in this Agreement, the terms defined in the Plan shall have the same defined meanings in this Agreement unless the context clearly indicates to the contrary.

     Section 1.1 — Affiliate

          “Affiliate” shall mean (a) with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with, such Person, and (b) with respect to the Company, also any entity designated by the Board of Directors in which the Company or one of its Affiliates has an interest, and (c) Kohlberg Kravis Roberts & Co., L.P. (“KKR”), Silver Lake Partners LLC (“SLP”) and any Affiliate of any partner of KKR or SLP. For purposes of this Agreement, “Person” means an individual, partnership, corporation,

«Name» — Option Agreement

1

business trust, joint stock company, trust, unincorporated association, joint venture, governmental authority or other entity of whatever nature, and “control” shall have the meaning given such term under Rule 405 of the Securities Act.

     Section 1.2 — Committee

          “Committee” shall mean the Board of Directors or, if administration of the Plan is delegated by the Board of Directors to it, the Compensation Committee of the Board of Directors or any other committee of the Board of Directors designated by the Board of Directors to administer the Plan.

     Section 1.3 — Option

          “Option” shall mean the Non-Qualified Share Option to purchase Shares granted under this Agreement.

     Section 1.4 — Permanent Disability

          The Optionee shall be deemed to have a “Permanent Disability” if the Optionee is unable to engage in the activities required by his employment by reason of any medically determined physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than 12 months, as reasonably determined by the Board of Directors in good faith and in its discretion.

     Section 1.5 — Plan

          “Plan” shall mean the Amended and Restated Equity Incentive Plan for Senior Management Employees of Avago Technologies Limited and Subsidiaries, as the same may be amended from time to time.

     Section 1.6 — Pronouns

          The masculine pronoun shall include the feminine and neuter, and the singular the plural, where the context so indicates.

     Section 1.7 — Secretary

          “Secretary” shall mean the Secretary of the Company.

«Name» — Option Agreement

2

     Section 1.8 — Subsidiary

          “Subsidiary” with respect to any entity shall mean any corporation in an unbroken chain of corporations beginning with such entity if each of the corporations, or group of commonly controlled corporations, other than the last corporation in the unbroken chain, then owns shares possessing 50% or more of the total combined voting power of all classes of equity in one of the other corporations in such chain.

     Section 1.9 — Vesting Reference Date

          “Vesting Reference Date” shall mean the date set forth on the signature page hereof.

ARTICLE II
GRANT OF OPTION

     Section 2.1 — Grant of Option

          For good and valuable consideration, on and as of the date hereof the Company irrevocably grants to the Optionee an Option to purchase any part or all of an aggregate of the number of Shares set forth on the signature page hereof upon the terms and conditions set forth in this Agreement.

     Section 2.2 — Exercise Price

          The per share exercise price of the Shares covered by the Option shall be the amount set forth on the signature page hereof, which is equal to the Fair Market Value of the Shares on the date of grant.

     Section 2.3 — Consideration to the Company

          In consideration of the granting of this Option by the Company, the Optionee agrees to render faithful and efficient services to the Company, with such duties and responsibilities as the Company shall from time to time prescribe. Nothing in this Agreement or in the Plan shall confer upon the Optionee any right to continue in the service of the Company or any of its Subsidiaries or Affiliates or shall interfere with or restrict in any way the rights of the Company and its Subsidiaries and Affiliates, which are hereby expressly reserved, to terminate the service of the Optionee at any time for any reason whatsoever, with or without Cause.

     Section 2.4 — Adjustments in Option

          Subject to Section 14 of the Plan, in the event that the outstanding Shares subject to an Option are, from time to time, changed into or exchanged for cash or a different number or kind of shares of the Company or other securities of the Company by reason of a merger, consolidation, recapitalization, reclassification, stock split, stock dividend, combination of

«Name» — Option Agreement

3

shares, or otherwise, the Committee shall make an appropriate and equitable adjustment in the number and kind of shares or other consideration and the exercise price as to which such Option, or portions thereof then unexercised, shall be exercisable in order to prevent dilution or enlargement of the benefits intended to be made available with respect to any Option. Any such adjustment made by the Committee shall be final and binding upon the Optionee, the Company and all other interested persons.

ARTICLE III

PERIOD OF EXERCISABILITY

     Section 3.1 — Commencement of Exercisability

          (a) The Option shall become exercisable with respect to 20% of the Shares subject to such Option on each anniversary of the Vesting Reference Date, so that 100% of the Shares subject to the Option shall be exercisable on the fifth anniversary of the Vesting Reference Date.

          (b) Notwithstanding the foregoing, no Option or portion thereof shall become exercisable as to any additional Shares following the Optionee’s cessation of service with the Company or a Subsidiary as a Non-Employee Director, an Employee or a Consultant for any reason and any Option which is non-exercisable as of the Optionee’s cessation of service with the Company or a Subsidiary as a Non-Employee Director, Employee or Consultant shall be immediately cancelled.

     Section 3.2 — Expiration of Option

     Except as otherwise provided in the Plan, the Option may not be exercised to any extent by anyone after the first to occur of the following events:

     (a) The fifth anniversary of the date hereof;

     (b) The first anniversary of the date of the Optionee’s cessation of service with the Company or a Subsidiary as a Non-Employee Director, Employee or Consultant by reason of death or Permanent Disability;

     (c) The first business day which is ninety calendar days after the cessation of service with the Company or a Subsidiary as a Non-Employee Director, Employee or Consultant for any reason other than for Cause, death or Permanent Disability;

     (d) The opening of business on the date of termination by the Company for Cause of the Optionee’s service with the Company as a Non-Employee Director, Employee or Consultant; or

«Name» — Option Agreement

4

     (e) If the Committee so determines pursuant to Section 15 of the Plan, the effective date of either the merger or consolidation of the Company into another Person, or the exchange or acquisition by another Person of all or substantially all of the Company’s assets or 80% or more of its then outstanding voting shares, or the recapitalization, reclassification, liquidation or dissolution of the Company. At least ten (10) days prior to the effective date of such merger, consolidation, exchange, acquisition, recapitalization, reclassification, liquidation or dissolution, the Committee shall give the Optionee notice of such event if the Option has then neither been fully exercised nor become unexercisable under this Section 3.2.

ARTICLE IV

EXERCISE OF OPTION

     Section 4.1 — Person Eligible to Exercise

          During the lifetime of the Optionee, only he may exercise an Option or any portion thereof. After the death of the Optionee, any exercisable portion of an Option may, prior to the time when an Option becomes unexercisable under Section 3.2, be exercised by his personal representative or by any person empowered to do so under the Optionee’s will or under the then applicable laws of descent and distribution.

     Section 4.2 — Partial Exercise

          Any exercisable portion of an Option or the entire Option, if then wholly exercisable, may be exercised in whole or in part at any time prior to the time when the Option or portion thereof becomes unexercisable under Section 3.2; provided, however, that any partial exercise shall be for whole Shares only.

     Section 4.3 - Notice of Intent to Exercise

          Until such time as the Option and the Shares to be acquired pursuant to the exercise of the Option are registered on a Form S-8 Registration Statement or any successor form thereto (or are otherwise registered pursuant to the Securities Act), no less than ten (10) business days prior to the date the Optionee, or other person then entitled to exercise, intends to exercise the Options or any portion thereof, the Optionee, or such other person, shall provide the Company notice in writing stating such intent.

     Section 4.4 — Manner of Exercise

          An Option, or any exercisable portion thereof, may be exercised solely by delivering to the Secretary or his office all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.2:

     (a) Notice in writing signed by the Optionee or the other person then entitled to exercise the Option or portion thereof, stating that the Option or portion thereof is

«Name» — Option Agreement

5

thereby exercised, such notice complying with all applicable rules established by the Committee;

     (b) Full payment (in cash, by check or by a combination thereof or by such other means as may be approved by the Committee in its sole discretion) for the Shares with respect to which such Option or portion thereof is exercised;

     (c) A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Optionee or other person then entitled to exercise such Option or portion thereof, stating (i) that the Shares are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act, and then applicable rules and regulations thereunder, (ii) that, if applicable (as determined by the Company), the Optionee has received, read and understood the Company’s Rule 701 Disclosure Statement and (iii) that the Optionee or other person then entitled to exercise such Option or portion thereof will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above; provided, however, that the Committee may, in its absolute discretion, take whatever additional actions it deems appropriate to ensure the observance and performance of such representation and agreement and to effect compliance with the Securities Act, any other U.S. federal or state securities laws or regulations and any other applicable laws or regulations;

     (d) Full payment to the Company (in cash, by check or by a combination thereof) of all amounts which, under federal, state or local law, it is required to withhold upon exercise of the Option; and

     (e) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the Option.

Notwithstanding the foregoing, upon Optionee’s termination of service to the Company by the Company without Cause, by the Optionee for Good Reason or by reason of death or Permanent Disability, in satisfaction of the payments required by Sections 4.4(b) and (d) above, Optionee may execute a cashless exercise, net of such payments, pursuant to a formal program adopted by the Company in connection with the Plan provided that such a cashless exercise would not, as determined by the Committee in its sole discretion, (i) cause the Company or its Subsidiaries to breach any debt agreement to which the Company or any of its Subsidiaries is a party, (ii) result in a violation under Section 409A of the Code or the regulations promulgated thereunder, (iii) be otherwise prohibited by the Code or the regulations promulgated thereunder or (iv) result in negative accounting treatment under Generally Accepted Accounting Principles (“GAAP”).

Without limiting the generality of this Section 4.4, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on exercise of an Option does not violate the Securities Act, and may issue stop-transfer orders covering

«Name» — Option Agreement

6

such Shares. Share certificates evidencing Shares issued on exercise of this Option shall bear an appropriate legend referring to the provisions of subsection (c) above and the agreements herein. The written representation and agreement referred to in subsection (c) above shall, however, not be required if the Shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such Shares.

     Section 4.5 — Conditions to Issuance of Certificates

          The Shares deliverable upon the exercise of an Option, or any portion thereof, may be either previously authorized but unissued Shares or, subject to applicable laws, issued Shares which have then been reacquired by the Company. Such Shares shall be fully paid and nonassessable. The Company shall not be required to issue or deliver any certificate or certificates for Shares purchased upon the exercise of an Option or portion thereof prior to fulfillment of all of the following conditions:

     (a) The obtaining of approval or other clearance from any governmental agency which the Committee shall, in its absolute discretion, determine to be necessary or advisable; and

     (b) The lapse of such reasonable period of time following the exercise of the Option as the Committee may from time to time establish for reasons of administrative convenience; provided, however, that no delay in the issuance of any certificate to be issued hereunder shall operate to prejudice or impair the Optionee’s rights to participate in a corporate transaction providing for the disposition of Shares or to exercise his rights hereunder.

     Section 4.6 — Rights as Shareholder

          The holder of an Option shall not be, nor have any of the rights or privileges of, a shareholder of the Company in respect of any Shares purchasable upon the exercise of the Option or any portion thereof unless and until certificates representing such Shares shall have been issued by the Company to such holder.

     Section 4.7 Covenant Regarding 83(b) Election

          The Optionee hereby covenants and agrees that, unless otherwise determined by the Company, Optionee will make an election pursuant to Treasury Regulation 1.83-2 with respect to the Shares to be acquired upon each exercise of the Optionee’s Options by filing with the Internal Revenue Service such election substantially in the form attached hereto as Exhibit A; and the Optionee further covenants and agrees that he will furnish the Company with copies of the forms of election the Optionee files within 30 days after each exercise of the Optionee’s Options and with evidence that each such election has been filed in a timely manner.

«Name» — Option Agreement

7

ARTICLE V

MISCELLANEOUS

     Section 5.1 — Administration

          The Committee shall have the power to interpret the Plan and this Agreement and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewith and to interpret or revoke any such rules. All actions taken and all interpretations and determinations made by the Committee shall be final and binding upon the Optionee, the Company and all other interested persons. No member of the Committee shall be personally liable for any action, determination or interpretation made in good faith with respect to the Plan or the Option. In its absolute discretion, the Board of Directors may at any time and from time to time exercise any and all rights and duties of the Committee under the Plan and this Agreement.

     Section 5.2 — Option Not Transferable

          Neither the Option nor any interest or right therein or part thereof shall be liable for the debts, contracts or engagements of the Optionee or his successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect; provided, however, that this Section 5.2 shall not prevent transfers by will or by the applicable laws of descent and distribution or any transfer to the Company contemplated in the Plan.

     Section 5.3 — Shares to Be Reserved

          The Company shall at all times during the term of the Option reserve and keep available such number of Shares as will be sufficient to satisfy the requirements of this Agreement.

     Section 5.4 — Notices

          Any notice to be given under the terms of this Agreement to the Company shall be addressed to the Company in care of its Secretary, and any notice to be given to the Optionee shall be addressed to him at his most recent address as reflected in the Company’s records. By a notice given pursuant to this Section 5.4, either party may hereafter designate a different address for notices to be given to him or it. Any notice which is required to be given to the Optionee shall, if the Optionee is then deceased, be given to the Optionee’s personal representative if such representative has previously informed the Company of his status and address by written notice under this Section 5.4. Any notice shall have been deemed duly given when enclosed in a properly sealed envelope or wrapper addressed as aforesaid, and delivered by hand (whether by courier or otherwise) or sent by registered or certified mail, return receipt requested (with postage prepaid).

«Name» — Option Agreement

8

     Section 5.5 — Titles

          Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of this Agreement.

     Section 5.6 — Applicability of Plan

          The Option and the Shares issued to the Optionee upon exercise of the Option shall be subject to all of the terms and provisions of the Plan, to the extent applicable to the Option and such Shares. In the event of any conflict between this Agreement and the Plan, the terms of the Plan shall control.

     Section 5.7 — Amendment

          This Agreement may be amended only by a writing executed by the parties hereto, which specifically states that it is amending this Agreement.

     Section 5.8 — Jurisdiction

          Any suit, action or proceeding against the Optionee with respect to this Agreement, or any judgment entered by any court in respect of any thereof, may be brought in any court of competent jurisdiction in the State of California, and the Optionee hereby submits to the exclusive jurisdiction of such courts for the purpose of any such suit, action, proceeding or judgment. The Optionee hereby irrevocably waives any objections which he may now or hereafter have to the laying of the venue of any suit, action or proceeding arising out of or relating to this Agreement brought in any court of competent jurisdiction in the State of California, and hereby further irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in any inconvenient forum. No suit, action or proceeding against the Company with respect to this Agreement may be brought in any court, domestic or foreign, or before any similar domestic or foreign authority other than in a court of competent jurisdiction in the State of California, and the Optionee hereby irrevocably waives any right which he may otherwise have had to bring such an action in any other court, domestic or foreign, or before any similar domestic or foreign authority. The Company hereby submits to the jurisdiction of such courts for the purpose of any such suit, action or proceeding.

(Signature Page Follows)

«Name» — Option Agreement

9

IN WITNESS WHEREOF, this Non-Qualified Share Option Agreement has been executed and delivered by the parties hereto as of the date first written above.

«NAME», OPTIONEE	COMPANY
	By
Signature	Its
Optionee’s Address

Aggregate number of Shares for which the Option granted hereunder is exercisable: «Options»

Per share exercise price: «Exercise_Price»

Grant Date for purposes of the provisions set forth in the Plan: «Grant_Date»

Vesting Reference Date: «Vesting_Reference_Date»

«Name» — Option Agreement

10

EX-10.25

Exhibit-10.25

Non-Employee Directors — New Options — Singapore

NON-QUALIFIED SHARE OPTION AGREEMENT
UNDER THE AMENDED AND RESTATED EQUITY INCENTIVE PLAN
FOR SENIOR MANAGEMENT EMPLOYEES OF
AVAGO TECHNOLOGIES LIMITED AND SUBSIDIARIES

          This Non-Qualified Share Option Agreement (this “Agreement”), is entered into as of «Grant Date» by and between Avago Technologies Limited, a company organized under the laws of Singapore, hereinafter referred to as the “Company,” and «Name», a non-employee member of the Board of Directors of the Company, hereinafter referred to as “Optionee.”

          WHEREAS, the Company wishes to afford the Optionee the opportunity to purchase ordinary shares of the Company (“Shares”);

          WHEREAS, the Option is granted outside of the United States, and the Optionee is not a U.S. Person (as defined below);

          WHEREAS, the Company wishes to carry out the Plan (as defined below), the terms of which are hereby incorporated by reference and made a part of this Agreement; and

          WHEREAS, the Board of Directors of the Company has determined that it would be to the advantage and best interest of the Company and its shareholders to grant the Non-Qualified Share Option provided for herein to the Optionee as an incentive for increased efforts during his term of service with the Company, and has advised the Company thereof and instructed the undersigned officers to issue said Option;

          NOW, THEREFORE, in consideration of the mutual covenants herein contained and other good and valuable consideration, receipt of which is hereby acknowledged, the parties hereto do hereby agree as follows:

ARTICLE I.

DEFINITIONS

          Unless otherwise defined in this Agreement, the terms defined in the Plan shall have the same defined meanings in this Agreement unless the context clearly indicates to the contrary.

     Section 1.1 Affiliate

          “Affiliate” shall mean (a) with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with, such Person, and (b) with respect to the Company, also any entity designated by the Board of Directors in which the Company or one of its Affiliates has an interest, and (c) Kohlberg Kravis Roberts & Co., L.P. (“KKR”), Silver Lake Partners LLC (“SLP”) and any Affiliate of any partner of KKR or SLP. For purposes of this Agreement, “Person” means an individual, partnership, corporation, business trust, joint stock company, trust, unincorporated association, joint venture,

«Name» — Option Agreement

1

governmental authority or other entity of whatever nature, and “control” shall have the meaning given such term under Rule 405 of the Securities Act.

     Section 1.2 Committee

          “Committee” shall mean the Board of Directors or, if administration of the Plan is delegated by the Board of Directors to it, the Compensation Committee of the Board of Directors or any other committee of the Board of Directors designated by the Board of Directors to administer the Plan.

     Section 1.3 Option

          “Option” shall mean the Non-Qualified Share Option to purchase Shares granted under this Agreement.

     Section 1.4 Permanent Disability

          The Optionee shall be deemed to have a “Permanent Disability” if the Optionee is unable to engage in the activities required by his employment by reason of any medically determined physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than 12 months, as reasonably determined by the Board of Directors in good faith and in its discretion.

     Section 1.5 Plan

          “Plan” shall mean the Amended and Restated Equity Incentive Plan for Senior Management Employees of Avago Technologies Limited and Subsidiaries, as the same may be amended from time to time.

     Section 1.6 Pronouns

          The masculine pronoun shall include the feminine and neuter, and the singular the plural, where the context so indicates.

     Section 1.7 Secretary

          “Secretary” shall mean the Secretary of the Company.

     Section 1.8 Subsidiary

          “Subsidiary” with respect to any entity shall mean any corporation in an unbroken chain of corporations beginning with such entity if each of the corporations, or group of commonly controlled corporations, other than the last corporation in the unbroken chain, then owns shares possessing 50% or more of the total combined voting power of all classes of equity in one of the other corporations in such chain.

«Name» — Option Agreement

2

     Section 1.9 U.S. Person

          “U.S. Person” has the meaning accorded to it in Rule 902(k) of the Securities Act, and currently includes the following:

          (a) Any natural person resident in the United States;

          (b) Any partnership or corporation organized or incorporated under the laws of the United States;

          (c) Any estate of which any executor or administrator is a U.S. Person;

          (d) Any trust of which any trustee is a U.S. Person;

          (e) Any agency or branch of a foreign entity located in the United States;

          (f) Any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a U.S. Person;

          (g) Any discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated, or (if an individual) resident in the United States; and

          (h) Any partnership or corporation if:

     (i) Organized or incorporated under the laws of any foreign jurisdiction; and

     (ii) Formed by a U.S. Person principally for the purpose of investing in securities not registered under the Securities Act, unless it is organized or incorporated, and owned, by accredited investors (as defined in Rule 501(a) under the Securities Act of 1933, as amended) who are not natural persons, estates or trusts.

     Section 1.10 Vesting Reference Date

          “Vesting Reference Date” shall mean the date set forth on the signature page hereof.

ARTICLE II.

GRANT OF OPTION

     Section 2.1 Grant of Option

          For good and valuable consideration, on and as of the date hereof the Company irrevocably grants to the Optionee an Option to purchase any part or all of an aggregate of the number of Shares set forth on the signature page hereof upon the terms and conditions set forth in this Agreement.

«Name» — Option Agreement

3

     Section 2.2 Exercise Price

          The per share exercise price of the Shares covered by the Option shall be the amount set forth on the signature page hereof, which is equal to the Fair Market Value of the Shares on the date of grant.

     Section 2.3 Consideration to the Company

          In consideration of the granting of this Option by the Company, the Optionee agrees to render faithful and efficient services to the Company, with such duties and responsibilities as the Company shall from time to time prescribe. Nothing in this Agreement or in the Plan shall confer upon the Optionee any right to continue in the service of the Company or any of its Subsidiaries or Affiliates or shall interfere with or restrict in any way the rights of the Company and its Subsidiaries and Affiliates, which are hereby expressly reserved, to terminate the service of the Optionee at any time for any reason whatsoever, with or without Cause.

     Section 2.4 Adjustments in Option

          Subject to Section 14 of the Plan, in the event that the outstanding Shares subject to an Option are, from time to time, changed into or exchanged for cash or a different number or kind of shares of the Company or other securities of the Company by reason of a merger, consolidation, recapitalization, reclassification, stock split, stock dividend, combination of shares, or otherwise, the Committee shall make an appropriate and equitable adjustment in the number and kind of shares or other consideration and the exercise price as to which such Option, or portions thereof then unexercised, shall be exercisable in order to prevent dilution or enlargement of the benefits intended to be made available with respect to any Option. Any such adjustment made by the Committee shall be final and binding upon the Optionee, the Company and all other interested persons.

ARTICLE III.

PERIOD OF EXERCISABILITY

     Section 3.1 Commencement of Exercisability

          (a) The Option shall become exercisable with respect to 20% of the Shares subject to such Option on each anniversary of the Vesting Reference Date, so that 100% of the Shares subject to the Option shall be exercisable on the fifth anniversary of the Vesting Reference Date.

          (b) Notwithstanding the foregoing, no Option or portion thereof shall become exercisable as to any additional Shares following the Optionee’s cessation of service with the Company or a Subsidiary as a Non-Employee Director, an Employee or a Consultant for any reason and any Option which is non-exercisable as of the Optionee’s cessation of service with the Company or a Subsidiary as a Non-Employee Director, an Employee or Consultant shall be immediately cancelled.

«Name» — Option Agreement

4

     Section 3.2 Expiration of Option

          Except as otherwise provided in the Plan, the Option may not be exercised to any extent by anyone after the first to occur of the following events:

          (a) The fifth anniversary of the date hereof;

          (b) The first anniversary of the date of the Optionee’s cessation of service with the Company or a Subsidiary as a Non-Employee Director, an Employee or Consultant by reason of death or Permanent Disability;

          (c) The first business day which is ninety calendar days after the cessation of service with the Company or a Subsidiary as a Non-Employee Director, an Employee or Consultant for any reason other than for Cause, death or Permanent Disability;

          (d) The opening of business on the date of termination by the Company for Cause of the Optionee’s service with the Company as a Non-Employee Director, an Employee or Consultant; or

          (e) If the Committee so determines pursuant to Section 15 of the Plan, the effective date of either the merger or consolidation of the Company into another Person, or the exchange or acquisition by another Person of all or substantially all of the Company’s assets or 80% or more of its then outstanding voting shares, or the recapitalization, reclassification, liquidation or dissolution of the Company. At least ten (10) days prior to the effective date of such merger, consolidation, exchange, acquisition, recapitalization, reclassification, liquidation or dissolution, the Committee shall give the Optionee notice of such event if the Option has then neither been fully exercised nor become unexercisable under this Section 3.2.

ARTICLE IV.

EXERCISE OF OPTION

     Section 4.1 Person Eligible to Exercise

          During the lifetime of the Optionee, only he may exercise an Option or any portion thereof. After the death of the Optionee, any exercisable portion of an Option may, prior to the time when an Option becomes unexercisable under Section 3.2, be exercised by his personal representative or by any person empowered to do so under the Optionee’s will or under the then applicable laws of descent and distribution.

     Section 4.2 Partial Exercise

          Any exercisable portion of an Option or the entire Option, if then wholly exercisable, may be exercised in whole or in part at any time prior to the time when the Option or portion thereof becomes unexercisable under Section 3.2; provided, however, that any partial exercise shall be for whole Shares only.

«Name» — Option Agreement

5

     Section 4.3 Manner of Exercise

          An Option, or any exercisable portion thereof, may be exercised solely by delivering to the Secretary or his office all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.2:

          (a) Notice in writing signed by the Optionee or the other person then entitled to exercise the Option or portion thereof, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Committee;

          (b) Full payment (in cash, by check or by a combination thereof or by such other means as may be approved by the Committee in its sole discretion) for the Shares with respect to which such Option or portion thereof is exercised;

          (c) A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Optionee or other person then entitled to exercise such Option or portion thereof, stating (i) that the Shares are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act, (ii) that the Optionee or other person then entitled to exercise such Option or portion thereof has not been a U.S. Person from the date such person was granted or otherwise transferred the Option through the date of exercise of the Option or portion thereof and (iii) then applicable rules and regulations thereunder, and that the Optionee or other person then entitled to exercise such Option or portion thereof will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above; provided, however, that the Committee may, in its absolute discretion, take whatever additional actions it deems appropriate to ensure the observance and performance of such representation and agreement and to effect compliance with the Securities Act, any other U.S. federal or state securities laws or regulations and any other applicable laws or regulations;

          (d) Full payment to the Company (in cash, by check or by a combination thereof) of all amounts which, under federal, state or local law, it is required to withhold upon exercise of the Option; and

          (e) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the Option.

Notwithstanding the foregoing, upon Optionee’s termination of service to the Company by the Company without Cause, by the Optionee for Good Reason or by reason of death or Permanent Disability, in satisfaction of the payments required by Sections 4.3(b) and (d) above, Optionee may execute a cashless exercise, net of such payments, pursuant to a formal program adopted by the Company in connection with the Plan provided that such a cashless exercise would not, as determined by the Committee in its sole discretion, (i) cause the Company or its Subsidiaries to

«Name» — Option Agreement

6

breach any debt agreement to which the Company or any of its Subsidiaries is a party, (ii) result in a violation under Section 409A of the Code or the regulations promulgated thereunder, (iii) be otherwise prohibited by the Code or the regulations promulgated thereunder or (iv) result in negative accounting treatment under Generally Accepted Accounting Principles (“GAAP”).

Without limiting the generality of this Section 4.3, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on exercise of an Option does not violate the Securities Act, and may issue stop-transfer orders covering such Shares. Share certificates evidencing Shares issued on exercise of this Option shall bear an appropriate legend referring to the provisions of subsection (c) above and the agreements herein. The written representation and agreement referred to in subsection (c) above shall, however, not be required if the Shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such Shares.

     Section 4.4 Conditions to Issuance of Certificates

          The Shares deliverable upon the exercise of an Option, or any portion thereof, may be either previously authorized but unissued Shares or, subject to applicable laws, issued Shares which have then been reacquired by the Company. Such Shares shall be fully paid and nonassessable. The Company shall not be required to issue or deliver any certificate or certificates for Shares purchased upon the exercise of an Option or portion thereof prior to fulfillment of all of the following conditions:

          (a) The obtaining of approval or other clearance from any governmental agency which the Committee shall, in its absolute discretion, determine to be necessary or advisable; and

          (b) The lapse of such reasonable period of time following the exercise of the Option as the Committee may from time to time establish for reasons of administrative convenience; provided, however, that no delay in the issuance of any certificate to be issued hereunder shall operate to prejudice or impair the Optionee’s rights to participate in a corporate transaction providing for the disposition of Shares or to exercise his rights hereunder.

     Section 4.5 Rights as Shareholder

          The holder of an Option shall not be, nor have any of the rights or privileges of, a shareholder of the Company in respect of any Shares purchasable upon the exercise of the Option or any portion thereof unless and until certificates representing such Shares shall have been issued by the Company to such holder.

«Name» — Option Agreement

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ARTICLE V.

MISCELLANEOUS

     Section 5.1 Administration

          The Committee shall have the power to interpret the Plan and this Agreement and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewith and to interpret or revoke any such rules. All actions taken and all interpretations and determinations made by the Committee shall be final and binding upon the Optionee, the Company and all other interested persons. No member of the Committee shall be personally liable for any action, determination or interpretation made in good faith with respect to the Plan or the Option. In its absolute discretion, the Board of Directors may at any time and from time to time exercise any and all rights and duties of the Committee under the Plan and this Agreement.

     Section 5.2 Option Not Transferable

          Neither the Option nor any interest or right therein or part thereof shall be liable for the debts, contracts or engagements of the Optionee or his successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect; provided, however, that this Section 5.2 shall not prevent transfers by will or by the applicable laws of descent and distribution or any transfer to the Company contemplated in the Plan.

     Section 5.3 Shares to Be Reserved

          The Company shall at all times during the term of the Option reserve and keep available such number of Shares as will be sufficient to satisfy the requirements of this Agreement.

     Section 5.4 Notices

          Any notice to be given under the terms of this Agreement to the Company shall be addressed to the Company in care of its Secretary, and any notice to be given to the Optionee shall be addressed to him at his most recent address as reflected in the Company’s records. By a notice given pursuant to this Section 5.4, either party may hereafter designate a different address for notices to be given to him or it. Any notice which is required to be given to the Optionee shall, if the Optionee is then deceased, be given to the Optionee’s personal representative if such representative has previously informed the Company of his status and address by written notice under this Section 5.4. Any notice shall have been deemed duly given when enclosed in a properly sealed envelope or wrapper addressed as aforesaid, and delivered by hand (whether by courier or otherwise) or sent by registered or certified mail, return receipt requested (with postage prepaid).

«Name» — Option Agreement

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     Section 5.5 Titles

          Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of this Agreement.

     Section 5.6 Applicability of Plan

          The Option and the Shares issued to the Optionee upon exercise of the Option shall be subject to all of the terms and provisions of the Plan, to the extent applicable to the Option and such Shares. In the event of any conflict between this Agreement and the Plan, the terms of the Plan shall control.

     Section 5.7 Amendment

          This Agreement may be amended only by a writing executed by the parties hereto, which specifically states that it is amending this Agreement.

     Section 5.8 Jurisdiction

          Any suit, action or proceeding against the Optionee with respect to this Agreement, or any judgment entered by any court in respect of any thereof, may be brought in any court of competent jurisdiction in the State of California, and the Optionee hereby submits to the exclusive jurisdiction of such courts for the purpose of any such suit, action, proceeding or judgment. The Optionee hereby irrevocably waives any objections which he may now or hereafter have to the laying of the venue of any suit, action or proceeding arising out of or relating to this Agreement brought in any court of competent jurisdiction in the State of California, and hereby further irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in any inconvenient forum. No suit, action or proceeding against the Company with respect to this Agreement may be brought in any court, domestic or foreign, or before any similar domestic or foreign authority other than in a court of competent jurisdiction in the State of California, and the Optionee hereby irrevocably waives any right which he may otherwise have had to bring such an action in any other court, domestic or foreign, or before any similar domestic or foreign authority. The Company hereby submits to the jurisdiction of such courts for the purpose of any such suit, action or proceeding.

          Section 5.9 — Employee Representation and Acknowledgement

          By signing this Agreement, the Optionee hereby represents, acknowledges and confirms that the Optionee has read this Agreement carefully and completely and understands each of the terms hereof.

          By signing this Agreement, the Optionee also hereby represents that the Optionee is not a U.S. Person as of the date hereof.

(Signature Page Follows)

«Name» — Option Agreement

9

IN WITNESS WHEREOF, this Non-Qualified Share Option Agreement has been executed and delivered by the parties hereto as of the date first written above.

«NAME», OPTIONEE	COMPANY
	By
Signature	Its
Optionee’s Address

Aggregate number of Shares for which the Option granted hereunder is exercisable: «Options»

Per share exercise price: «Exercise_Price»

Grant Date for purposes of the provisions set forth in the Plan: «Grant_Date»

Vesting Reference Date: «Vesting_Reference_Date»

«Name» — Option Agreement

10

EX-10.26

Exhibit-10.26

March 15, 2006

Hock E. Tan
373 Righters Mill Road
Gladwyne, PA 19035

Re: Employment Offer

Dear Hock:

     Avago Technologies Limited (the “Company”) is pleased to offer you the position of Chief Executive Officer. This letter (the “Agreement”) sets forth, among other things, the terms of your employment with the Company. For purposes of this Agreement, employment with the Company shall be deemed to include employment with the Company’s United States subsidiaries.

     • Duties. Your employment will commence hereunder effective as of March 31, 2006. You will be employed as the President and Chief Executive Officer, and will perform the duties customarily associated with such positions. You will report to and be a member of the Company’s Board of Directors (the “Board”) and will perform your services on a full-time basis at the Company’s headquarters in San Jose, California. You shall devote your full working time and attention to the business affairs of the Company.

     • Base Salary/Bonus. You will receive an annual base salary of $600,000 for all hours worked to be paid in accordance with the Company’s customary payroll procedures, less payroll deductions and withholdings. You will be eligible to receive a cash bonus each year based upon your and/or the Company’s attainment of certain performance objectives as determined by the Board following consultation with you. The target level for attaining 100% of your objectives will be 100% of your base salary. Based upon actual performance versus such performance objectives, your cash bonus payouts may exceed your target amount.

     • Options. You will be eligible to participate in the Equity Incentive Plan for Executive Employees of Avago Technologies Limited and Subsidiaries or any successor equity plan and will be granted an initial non-qualified option to purchase 950,000 ordinary shares of the Company. Assuming your continued employment, 450,000 of your initial option will vest 50% based on time and 50% based on the performance of the Company, in each case, over five years. The remaining 500,000 ordinary shares of the Company, assuming your continued employment, will vest 100% based on the performance of the Company over five years. You will receive an opportunity to invest $2,000,000 in the ordinary shares of the Company and will be eligible for a non-qualified option to purchase additional shares in connection with any co-investment of 3.5x the amount you choose to invest ($2,000,000). The options you receive in connection with your co-investment will vest 50% based on time and 50% based on performance, in each case, assuming your continued employment over five years.

     • Benefits. You will be eligible to participate in all of the employee benefit plans or programs the Company generally makes available to its executive employees, pursuant to the terms and conditions of such plans. You will initially be entitled to three (3) weeks of paid flexible time off.

     • Expenses. You shall be entitled to reimbursement for all ordinary and reasonable out-of-pocket business expenses which are reasonably incurred by you in furtherance of the Company’s business and in accordance with the Company’s standard policies.

     • Relocation Bonus. Consistent with Company policy, you will be entitled to a relocation benefit equal to one month of base salary, which shall be paid in a single lump sum on the first normally scheduled payroll period following your first day of employment.

     • Indemnification. You shall be entitled to enter into an indemnification agreement with the Company containing customary terms no less favorable than the terms of any such indemnification agreement between the Company and any other director. You shall be entitled to be covered under the Company’s director’s and officer’s insurance policy consistent with the coverage of other directors generally.

     • Company Policies And Confidentiality Agreement. As an employee of the Company, you will be expected to abide by all of the Company’s policies and procedures. As a condition of your employment, you agree to abide by the terms of the Company’s form of Agreement Regarding Confidential Information and Proprietary Developments.

     • Other Agreements. As a condition to your employment with the Company, you agree that your performance of your duties for the Company will not violate any agreements, obligations or understandings that you may have with any third party or prior employer. You agree not to make any unauthorized disclosure or use, on behalf of the Company, of any confidential information belonging to any of your former employers. You also represent that you are not in unauthorized possession of any materials containing a third party’s confidential and proprietary information.

     • Outside Activities. While employed by the Company, you will not engage in any business activity in competition with the Company nor make preparations to do so. With prior approval of the Board you may serve as a member of the board of directors of other companies not in competition with the Company; provided such service does not interfere with the performance of your duties hereunder. The Company expressly acknowledges and agrees that you can remain and continue your role as the non-executive Chairman of the Board of Directors of Integrated Device Technology, Inc. provided such service does not interfere with the performance of your duties under this Agreement.

     • At-will Employment. As an employee of the Company, you may terminate your employment and your service as a member of the Board at any time and for any reason whatsoever simply by notifying the Company. Similarly, the Company may terminate your employment and your service as a member of the Board at any time and for any reason whatsoever, with or without Cause or advance notice. Your at-will employment relationship

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with the Company cannot be changed except in writing signed by an authorized representative of the Board.

     • Severance Benefits.

   ¡ Termination By The Company Without Cause or for Good Reason, Death or Disability. If your employment by the Company is terminated by the Company without Cause (as defined below), or if you voluntarily terminate your employment for Good Reason (as defined below), and if you provide the Company with a signed customary and reasonable general release of all claims against the Company and its affiliates in a form acceptable to the Company, the Company shall provide you with continuation of your base salary for a period of twelve (12) months after your termination date at the rate in effect immediately prior to your termination of employment, less applicable withholdings and payment of an amount equal to the lesser of (a) your prior year’s bonus and (b) your prior year’s target bonus, both payable in twelve (12) substantially equal installments pursuant to the Company’s normal and customary payroll procedures; provided, however, that for your first year of employment, your prior year’s bonus and your prior year’s target bonus shall both be deemed to be your first year’s target bonus; provided further, however, that to the extent required to comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), if you are deemed to be a “specified employee” for purposes of Section 409A(a)(2)(B) of the Code, you agree that the installments due to you under this paragraph in connection with a termination of your employment that would otherwise have been payable at any time during the six-month period immediately following such termination of employment shall not be paid prior to, and shall instead be payable in a lump sum as soon as practicable following, the expiration of such six-month period. In the event of your death or disability, upon provision to the Company of a signed general release of all claims against the Company and its affiliates in a form acceptable to the Company, you (or your estate) will receive the severance benefits described in this paragraph.

   ¡ Change in Control Benefits. If your employment by the Company is terminated by the Company without Cause, or if you voluntarily terminate your employment for Good Reason, or if you die or become disabled, in each case within the three (3) month period immediately prior to or the twelve (12) month period commencing on a Change in Control (as defined below), and if you provide the Company with a signed customary and reasonable general release of all claims against the Company and its affiliates in a form acceptable to the Company, then in lieu of the severance benefits described in the preceding paragraph, the Company shall provide you (or your estate) with continuation of your base salary for a period of twenty-four (24) months after your termination date at the rate in effect immediately prior to your termination of employment, less applicable withholdings, and payment of an amount equal to 200% of the lesser of (a) your prior year’s bonus and (b) your prior year’s target bonus, both payable in twenty-four (24) substantially equal installments pursuant to the Company’s normal and customary payroll procedures; provided, however, that for your first year of employment, your prior year’s bonus and your prior year’s target bonus shall both be deemed to be your first year’s target bonus; provided further, however, that to the extent required to comply with

3

Section 409A of the Code, if you are deemed to be a “specified employee” for purposes of Section 409A(a)(2)(B) of the Code, you agree that the installments due to you under this paragraph in connection with a termination of your employment that would otherwise have been payable at any time during the six-month period immediately following such termination of employment shall not be paid prior to, and shall instead be payable in a lump sum as soon as practicable following, the expiration of such six-month period. Finally, your then outstanding options shall immediately accelerate and become vested and exercisable for that number of shares subject thereto with respect to which such options would have become vested and exercisable over the succeeding twelve (12) month period based solely on the passage of time and your performance of services (i.e., you will receive twelve (12) month accelerated vesting on your time vesting options).

   ¡ Gross-Up Payment. Prior to the Company becoming listed on an established stock exchange or national market system, Kohlberg Kravis & Roberts Co., L.P. and Silver Lake Partners, LLC (the “Sponsors”) shall use commercially reasonable efforts to obtain shareholder approval for any payments that would otherwise result in an excise tax liability under Section 4999 of the Code following your timely, written request therefore. In the event the Company becomes listed on any established stock exchange or a national market system, the Board shall negotiate in good faith with you regarding whether to amend this Agreement to provide for a payment to offset any excise taxes imposed by Section 4999 of the Code.

   ¡ Termination By The Company With Cause Or Termination By You. If your employment by the Company is terminated by the Company with Cause, or if you voluntarily terminate your employment with the Company (other than for Good Reason), you shall not be entitled to any severance pay, severance benefits, or any compensation or benefits from the Company whatsoever, other than as required under applicable law.

   ¡ Definitions.

     • Cause. For purposes of this Agreement, “Cause” shall mean (A) your willful refusal to perform in any material respect your duties or responsibilities for the Company or its affiliates or willful disregard in any material respect of any financial or other budgetary limitations established in good faith by the Board; or (B) your material breach of any provision of this Agreement that is not cured upon ten (10) days notice thereof; or (C) the engaging by you in conduct that causes material and demonstrable injury, monetarily or otherwise, to the Company or any affiliates, including, but not limited to, misappropriation or conversion of assets of the Company or any affiliates (other than non-material assets); or (D) your engagement in an act of moral turpitude or conviction of or entry of a plea of nolo contendere to a felony.

     • Change in Control. For purposes of this Agreement, “Change in Control” shall mean (i) the sale of all or substantially all of the assets of the Company and its subsidiaries, taken as a whole to a person who is not an affiliate of the Company or the Sponsors; (ii) a sale by the Sponsors or any of their respective affiliates resulting in more than fifty percent (50%) of the voting shares of the Company being held by a

4

person or related group of persons that does not include the Sponsors or any of their respective affiliates or (iii) a merger or consolidation of the Company into another person which is not an affiliate of the Company or the Sponsors, if and only if as a result of such merger or consolidation the Sponsors lose the ability to elect a majority of the Board (or the resulting entity).

     • Good Reason. For purposes of this Agreement, the term “Good Reason” shall mean any of the following: (A) a reduction in your base salary (other than as part of a broad salary reduction program instituted because the Company or its affiliates is in financial distress); (B) a substantial reduction in your duties and responsibilities; (C) the elimination or reduction of your eligibility to participate in the Company’s benefit programs that is inconsistent with the eligibility of executive employees of the Company to participate therein; (D) the Company informs you of its intention to transfer your primary workplace to a location that is more than 50 miles from your workplace as set forth herein; (E) the Company’s material breach of this Agreement that is not cured within sixty (60) days written notice thereof; and (F) any serious chronic mental or physical illness of a member of your family that requires you to terminate your employment because of substantial interference with your duties at the Company; provided, that at the Company’s request you shall provide the Company with a written physician’s statement confirming the existence of such mental or physical illness.

     • Entire Agreement. This Agreement and the documents referenced herein (including, without limitation, the equity-related documents) constitute the complete, final and exclusive embodiment of the entire agreement between you and the Company with respect to the terms and conditions of your employment specified herein. This Agreement supersedes any other such promises, warranties, representations or agreements. This Agreement may not be amended or modified except by a written instrument signed by you and an authorized representative of the Board.

     • Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of California without regard to the conflicts of law provisions thereof.

     • Dispute Resolution. To ensure the timely and economical resolution of disputes that arise in connection with your employment with the Company, you and the Company agree that any and all disputes, claims, or causes of action arising from or relating to the enforcement, breach, performance or interpretation of this Agreement, your employment, or the termination of your employment, shall be resolved to the fullest extent permitted by law by final, binding and confidential arbitration, by a single arbitrator, in Santa Clara County, California, conducted by Judicial Arbitration and Mediation Services, Inc. (“JAMS”) under the applicable JAMS employment rules. By agreeing to this arbitration procedure, both you and the Company waive the right to resolve any such dispute through a trial by jury or judge or administrative proceeding. The arbitrator shall: (a) have the authority to compel adequate discovery for the resolution of the dispute and to award such relief as would otherwise be permitted by law; and (b) issue a written arbitration decision, to include the arbitrator’s essential findings and conclusions and a statement of the award. The arbitrator shall be authorized to award any or all remedies that you or the Company would be entitled to seek in a court of law.

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The Company shall pay all JAMS’ arbitration fees in excess of the amount of court fees that would be required if the dispute were decided in a court of law. Nothing in this Agreement is intended to prevent either you or the Company from obtaining injunctive relief in court to prevent irreparable harm pending the conclusion of any such arbitration. Notwithstanding the foregoing, you and the Company each have the right to resolve any issue or dispute over intellectual property rights by Court action instead of arbitration.

     As required by law, this Agreement is subject to satisfactory proof of your right to work in the United States. This Agreement and your employment by the Company are also conditioned on the Company completing, to its satisfaction, a review of your personal and/or business references as well as a background check.

     We are looking forward to a long and fruitful working relationship with you. If you choose to accept this Agreement under the terms described above, please acknowledge your acceptance of our offer by returning a signed copy of this letter to our attention.

Sincerely,

/s/ Adam Clammer

Adam Clammer
Kohlberg Kravis Roberts & Co.

/s/ Ken Hao

Ken Hao
Silver Lake Partners

Agreed and Accepted this 28 day of March, 2006

/s/ Hock E. Tan

Hock E. Tan

6

EX-10.27

EXHIBIT 10.27

June 12, 2006

Ms. Mercedes Johnson
SVP, Finance and CFO
Avago Technologies Limited
350 West Trimble Road
San Jose, California 95131

Re: Severance Benefits Agreement

Dear Mercedes,

     This letter constitutes the Severance Benefits Agreement (the “Agreement”) between you and Avago Technologies Limited (the “Company”). Please confirm your acceptance of these terms by returning a signed copy of this Agreement to me.

Severance Benefits

Termination without Cause, with Good Reason or Because of Death or Disability. If your employment by the Company and its subsidiaries is terminated by the Company or its subsidiaries without Cause (as defined below), or if you voluntarily terminate your employment for Good Reason (as defined below), and if you provide the Company with a signed customary and reasonable general release of all claims against the Company and its affiliates in a form acceptable to the Company, the Company or one of its subsidiaries shall provide you with continuation of your base salary for a period of six (6) months after your termination date at the rate in effect immediately prior to your termination of employment, less applicable withholdings and payment of an amount equal to fifty percent (50%) of the lesser of (a) your prior year’s bonus or (b) your prior year’s target bonus, both payable in six (6) substantially equal installments pursuant to the Company or its subsidiary’s normal and customary payroll procedures; provided, however, that for your first year of employment, your prior year’s bonus and your prior year’s target bonus shall both be deemed to be your first year’s target bonus; provided further, however, that to the extent required to comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), if you are deemed to be a “specified employee” for purposes of Section 409A(a)(2)(B) of the Code, you agree that the installments due to you under this paragraph in connection with a termination of your employment that would otherwise have been payable at any time during the six-month period immediately following such termination of employment shall not be paid prior to, and shall instead be payable in a lump sum as soon as practicable following, the expiration of such six-month period. The Company or one of its subsidiaries shall also pay the group health, dental and vision plan continuation coverage premiums for you and, if relevant, your covered dependents’ COBRA for the lesser of (i) six (6) months from the date of your termination of employment, or (ii) the date upon which you and your covered dependents are covered by similar plans of a new employer. In the event of your death or disability, upon provision to the Company of a signed general release of all claims against the Company and its affiliates in a form acceptable to the Company, you (or your estate) will receive the severance benefits described in this paragraph.

Terminations in Connection with a Change in Control. If your employment by the Company and its subsidiaries is terminated by the Company or its subsidiaries without Cause, or if you

voluntarily terminate your employment for Good Reason, or if you die or become disabled, in each case within the three (3) month period immediately prior to or the twelve (12) month period commencing on a Change in Control (as defined below), and if you provide the Company with a signed customary and reasonable general release of all claims against the Company and its affiliates in a form acceptable to the Company, then in lieu of the severance benefits described in the preceding paragraph, the Company or one of its subsidiaries shall provide you (or your estate) with continuation of your base salary for a period of twelve (12) months after your termination date at the rate in effect immediately prior to your termination of employment, less applicable withholdings, and payment of an amount equal to the lesser of (a) your prior year’s bonus and (b) your prior year’s target bonus, both payable in twelve (12) substantially equal installments pursuant to the Company or such subsidiary’s normal and customary payroll procedures; provided, however, that for your first year of employment, your prior year’s bonus and your prior year’s target bonus shall both be deemed to be your first year’s target bonus; provided further, however, that to the extent required to comply with Section 409A of the Code, if you are deemed to be a “specified employee” for purposes of Section 409A(a)(2)(B) of the Code, you agree that the installments due to you under this paragraph in connection with a termination of your employment that would otherwise have been payable at any time during the six-month period immediately following such termination of employment shall not be paid prior to, and shall instead be payable in a lump sum as soon as practicable following, the expiration of such six-month period. The Company or one of its subsidiaries shall also pay the group health, dental and vision plan continuation coverage premiums for you and, if relevant, your covered dependents’ COBRA for the lesser of (i) twelve (12) months from the date of your termination of employment, or (ii) the date upon which you and your covered dependents are covered by similar plans of a new employer. Finally, if not otherwise provided for in the relevant plan or option agreement (in which case the relevant plan or option agreement terms shall apply), your then outstanding options shall immediately accelerate and become vested and exercisable for that number of shares subject thereto with respect to which such options would have become vested and exercisable over the succeeding twelve (12) month period based solely on the passage of time and your performance of services (i.e., you will receive twelve (12) month accelerated vesting on your time vesting options).

Gross-Up Payment. Prior to the Company becoming listed on an established stock exchange or national market system, Kohlberg Kravis & Roberts Co., L.P. and Silver Lake Partners, LLC (the “Sponsors”) shall use commercially reasonable efforts to obtain shareholder approval for any payments that would otherwise result in an excise tax liability under Section 4999 of the Code following your timely, written request therefor. In the event the Company becomes listed on any established stock exchange or a national market system, the Board shall negotiate in good faith with you regarding whether to amend this Agreement to provide for a payment to offset any excise taxes imposed by Section 4999 of the Code.

Termination by the Company with Cause or Termination by You. If your employment by the Company and its subsidiaries is terminated by the Company or its subsidiaries with Cause, or if you voluntarily terminate your employment with the Company and its subsidiaries (other than for Good Reason), you shall not be entitled to any severance pay, severance benefits, or any compensation or benefits from the Company or its subsidiaries whatsoever, other than as required under applicable law.

Definitions

Cause. For purposes of this Agreement, “Cause” shall mean (A) your willful refusal to perform in any material respect your duties or responsibilities for the Company or its affiliates or willful disregard in any material respect of any financial or other budgetary limitations established in good faith by the Board or chief executive officer; or (B) your material breach of any provision of this Agreement that is not cured upon ten (10) days notice thereof; or (C) the engaging by you in conduct that causes material and demonstrable injury, monetarily or otherwise, to the Company or any affiliates, including, but not limited to, misappropriation or conversion of assets of the Company or any affiliates (other than non-material assets); or (D) your engagement in an act of moral turpitude or conviction of or entry of a plea of nolo contendere to a felony.

Change in Control. For purposes of this Agreement, “Change in Control” shall mean (i) the sale of all or substantially all of the assets of the Company and its subsidiaries, taken as a whole to a person who is not an affiliate of the Company or the Sponsors; (ii) a sale by the Sponsors or any of their respective affiliates resulting in more than fifty percent (50%) of the voting shares of the Company being held by a person or related group of persons that does not include the Sponsors or any of their respective affiliates or (iii) a merger or consolidation of the Company into another person which is not an affiliate of the Company or the Sponsors, if and only if as a result of such merger or consolidation the Sponsors lose the ability to elect a majority of the Board (or the resulting entity).

Good Reason. For purposes of this Agreement, the term “Good Reason” shall mean any of the following: (A) a reduction in your base salary (other than as part of a broad salary reduction program instituted because the Company or its affiliates is in financial distress); (B) a substantial reduction in your duties and responsibilities; (C) the elimination or reduction of your eligibility to participate in the Company or its subsidiaries’ benefit programs that is inconsistent with the eligibility of executive employees of the Company and its subsidiaries to participate therein; (D) the Company or one of its subsidiaries informs you of its intention to transfer your primary workplace to a location that is more than 50 miles from your workplace as set forth herein; (E) the Company’s material breach of this Agreement that is not cured within sixty (60) days written notice thereof; and (F) any serious chronic mental or physical illness of a member of your family that requires you to terminate your employment because of substantial interference with your duties at the Company and its subsidiaries; provided, that at the Company’s request you shall provide the Company with a written physician’s statement confirming the existence of such mental or physical illness.

Entire Agreement

This Agreement and the documents referenced herein (including, without limitation, the equity-related documents) constitute the complete, final and exclusive embodiment of the entire agreement between you and the Company and its subsidiaries with respect to severance benefits payable to you upon your termination of employment with the Company and its subsidiaries. This Agreement supersedes any other such promises, warranties, representations, plans or agreements. This Agreement may not be amended or modified except by a written instrument signed by you and an authorized representative of the Board or the Company’s chief executive officer.

Governing Law

This Agreement will be governed by and construed in accordance with the laws of the State of California without regard to the conflicts of law provisions thereof.

Dispute Resolution

To ensure the timely and economical resolution of disputes that arise in connection with your employment with the Company and its subsidiaries, you and the Company agree that any and all disputes, claims, or causes of action arising from or relating to the enforcement, breach, performance or interpretation of this Agreement, your employment, or the termination of your employment, shall be resolved to the fullest extent permitted by law by final, binding and confidential arbitration, by a single arbitrator, in Santa Clara County, California, conducted by Judicial Arbitration and Mediation Services, Inc. (“JAMS”) under the applicable JAMS employment rules. By agreeing to this arbitration procedure, both you and the Company waive the right to resolve any such dispute through a trial by jury or judge or administrative proceeding. The arbitrator shall: (a) have the authority to compel adequate discovery for the resolution of the dispute and to award such relief as would otherwise be permitted by law; and (b) issue a written arbitration decision, to include the arbitrator’s essential findings and conclusions and a statement of the award. The arbitrator shall be authorized to award any or all remedies that you or the Company would be entitled to seek in a court of law. The Company shall pay all JAMS’ arbitration fees in excess of the amount of court fees that would be required if the dispute were decided in a court of law. Nothing in this Agreement is intended to prevent either you or the Company from obtaining injunctive relief in court to prevent irreparable harm pending the conclusion of any such arbitration. Notwithstanding the foregoing, you and the Company each have the right to resolve any issue or dispute over intellectual property rights by Court action instead of arbitration.

If you choose to accept this Agreement under the terms described above, please return a signed copy of this letter to my attention.

Sincerely,

/s/ Hock E. Tan

Hock E. Tan
President and Chief Executive Officer
Avago Technologies Limited

Agreed and accepted this 14 day of June, 2006

/s/ Mercedes Johnson

Mercedes Johnson

EX-10.28

Exhibit 10.28

INDEMNITY AGREEMENT

     This Agreement is made and entered into as of this                      day of                     , 20 ___ by and between Avago Technologies Limited, a public company limited by shares organized under the laws of the Republic of Singapore (the “Company”), and                      (“Agent”).

Recitals

     Whereas, Agent performs a valuable service to the Company in his or her capacity as                                                             ;

     Whereas, the members of the Company have adopted a Memorandum and Articles of Association (the “Articles”) providing for the indemnification of the Company’s directors, auditors, secretary and other officers, including persons serving at the Company’s request in such capacities with other companies or enterprises, as authorized by the Singapore Companies Act, as amended (the “Act”);

     Whereas, the Articles and the Act, by their non-exclusive nature, permit contracts between the Company and its directors, auditors, secretary and other officers with respect to indemnification of such persons; and

     Whereas, in order to induce Agent to continue to serve as                     , the Company has determined and agreed to enter into this Agreement with Agent;

     Now, Therefore, in consideration of Agent’s continued service as                      after the date hereof, the parties hereto agree as follows:

Agreement

     1. Services to the Company. Agent will serve, at the will of the Company or under separate contract, if any such contract exists, as                      of the Company or as a director, officer or other fiduciary of a Company affiliate (including any employee benefit plan of the Company) faithfully and to the best of his or her ability so long as he or she is duly elected and qualified in accordance with the provisions of the Articles or other applicable charter documents of the Company or such affiliate; provided, however, that Agent may at any time and for any reason resign from such position (subject to any contractual obligation Agent may have assumed apart from this Agreement), and that the Company or any affiliate shall have no obligation under this Agreement to continue Agent in any such position.

     2. Indemnity of Agent. Subject to, and to the maximum extent permitted by the Articles, the Act or other applicable mandatory law, the Company hereby agrees to hold harmless and indemnify Agent from and against all matters of whatsoever nature and howsoever arising by reason of or in connection with Agent’s provision of services under clause 1 above.

     3. Additional Indemnity. In addition to and not in limitation of the indemnification otherwise provided for herein, and subject only to the exclusions set forth in Section 4 hereof, the Company hereby further agrees to hold harmless and indemnify Agent:

          (a) against any and all expenses (including attorneys’ fees), witness fees, damages, judgments, fines and amounts paid in settlement and any other amounts that Agent becomes legally obligated to pay because of any claim or claims made against or by him or her in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, arbitrational,

1

administrative or investigative (including an action by or in the right of the Company) to which Agent is, was or at any time becomes a party, or is threatened to be made a party, by reason of the fact that Agent is, was or at any time becomes a director, auditor, secretary, other officer or agent of the Company, or is or was serving or at any time serves at the Company’s request as a director, officer, employee or other agent of another company, partnership, joint venture, trust, employee benefit plan or other enterprise; and

          (b) otherwise to the fullest extent as the Company may provide to Agent under Section 151 of the Articles.

     4. Limitations on Indemnity. The Company will not provide indemnity pursuant to Sections 3 and 5 hereof:

          (a) on account of any claim against Agent solely for an accounting of profits made from the purchase or sale by Agent of securities of the Company pursuant to the provisions of Section 16(b) of the United States Securities Exchange Act of 1934 and amendments thereto or similar provisions of any United States federal, state or local statutory law;

          (b) on account of Agent’s conduct that is established by a final judgment as knowingly fraudulent or deliberately dishonest or that constituted willful misconduct;

          (c) in respect of any liability that cannot be indemnified by reason of section 172 of the Act;

          (d) on account of Agent’s conduct that is established by a final judgment as constituting a breach of Agent’s duty of loyalty to the Company or resulting in any personal profit or advantage to which Agent was not legally entitled;

          (e) for which payment is actually made to Agent under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, article or agreement, except in respect of any excess beyond payment under such insurance, clause, article or agreement;

          (f) if indemnification is not lawful (and, in this respect, both the Company and Agent have been advised that the United States Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication); or

          (g) in connection with any proceeding (or part thereof) initiated by Agent, or any proceeding by Agent against the Company or its directors, officers, employees or other agents, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board of Directors of the Company, (iii) such indemnification is provided by the Company, in its sole discretion, pursuant to the powers vested in the Company under the Act, or (iv) the proceeding is initiated pursuant to Section 9 hereof.

     5. Continuation of Indemnity. All agreements and obligations of the Company contained herein shall continue during the period Agent is a director, officer, employee or other agent of the Company (or is or was serving at the request of the Company as a director, officer, employee or other agent of another company, partnership, joint venture, trust, employee benefit plan or other enterprise) and shall continue thereafter so long as Agent shall be subject to any possible claim or threatened, pending or completed action, suit or proceeding, whether civil, criminal, arbitrational, administrative or investigative, by reason of the fact that Agent was serving in the capacity referred to herein.

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     6. Partial Indemnification. Subject to the exclusions in clause 4 hereof, Agent shall be entitled under this Agreement to indemnification by the Company for a portion of the expenses (including attorneys’ fees), witness fees, damages, judgments, fines and amounts paid in settlement and any other amounts that Agent becomes legally obligated to pay in connection with any action, suit or proceeding referred to in Section 3 hereof even if not entitled hereunder to indemnification for the total amount thereof, and the Company shall indemnify Agent for the portion thereof to which Agent is entitled.

     7. Notification and Defense of Claim. Not later than thirty (30) days after Agent’s receipt of notice of the commencement of any action, suit or proceeding with respect to which Agent may make a claim in respect thereof against the Company under this Agreement, Agent will notify the Company of the commencement thereof; but any omission to so notify the Company will not relieve the Company of any liability it may have to Agent under this Agreement except to the extent, and only to the extent, it can be shown that Agent’s failure to timely notify directly caused damage to Agent or the Company in such proceeding. Further, no such failure to notify shall relieve the Company of any liability it may have to Agent otherwise than under this Agreement.

     With respect to any such action, suit or proceeding for which Agent provides notice to the Company of the commencement thereof:

          (a) the Company will be entitled to participate therein at its own expense;

          (b) except as otherwise provided below, the Company may, at its option and jointly with any other indemnifying party similarly notified and electing to assume such defense, assume the defense thereof, with counsel reasonably satisfactory to Agent. After notice from the Company to Agent of its election to assume the defense thereof, the Company will not be liable to Agent under this Agreement for any legal or other expenses subsequently incurred by Agent in connection with the defense thereof, except for reasonable costs of investigation or otherwise as provided below. Agent shall have the right to employ separate counsel in such action, suit or proceeding, but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of Agent unless (i) the Company authorizes Agent’s employment of separate counsel, (ii) Agent reasonably concludes, and so notifies the Company, that there is an actual conflict of interest between the Company and Agent in the conduct of the defense of such action, or (iii) the Company shall not in fact have employed counsel to assume the defense of such action, in each of which cases the fees and expenses of Agent’s separate counsel shall be at the Company’s expense. The Company shall not be entitled to assume the defense of any action, suit or proceeding brought by or on behalf of the Company or as to which Agent shall have made the conclusion provided for in clause (ii) above; and

          (c) the Company shall not be liable to indemnify Agent under this Agreement for any amounts paid in settlement of any action or claim effected without its written consent, which shall not be unreasonably withheld. The Company shall be permitted to settle any action in its discretion, except that it shall not settle any action or claim in any manner which would impose any penalty or limitation on Agent without Agent’s written consent, which may be given or withheld in Agent’s sole discretion.

          (d) nothing in this section 7 shall entitle Agent to any indemnification, reimbursement or payment other than in accordance with section 172 of the Act and applicable mandatory law.

     8. Enforcement. Any right to indemnification or advances granted by this Agreement to Agent shall be enforceable by or on behalf of Agent in any court of competent jurisdiction if (i) the claim for indemnification or advances is denied, in whole or in part, or (ii) no disposition of such claim is made within ninety (90) days of request therefor. Agent, in such enforcement action, if successful in whole or

3

in part, shall be entitled to be paid also the expense of prosecuting his or her claim. It shall be a defense to any action for which a claim for indemnification is made under Section 3 or 5 hereof that Agent is not entitled to indemnification because of the limitations set forth in Section 4 hereof. Neither the failure of the Company (including its Board of Directors or its members) to have made a determination prior to the commencement of such enforcement action that indemnification of Agent is proper in the circumstances, nor an actual determination by the Company (including its Board of Directors or its members) that such indemnification is improper shall be a defense to the action or create a presumption that Agent is not entitled to indemnification under this Agreement or otherwise.

     9. Subrogation. In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Agent, who shall execute all documents required and shall do all acts that may be necessary to secure such rights and to enable the Company effectively to bring suit to enforce such rights.

     10. Non-Exclusivity of Rights. The rights conferred on Agent by this Agreement shall not be exclusive of any other right which Agent may have or hereafter acquire under any statute, provision of the Company’s Memorandum and Articles of Association, agreement, vote of members or directors, or otherwise, both as to action in his official capacity and as to action in another capacity while holding office.

     11. Survival of Rights.

          (a) The rights conferred on Agent by this Agreement shall continue after Agent has ceased to be a director, officer, employee or other agent of the Company or to serve at the request of the Company as a director, officer, employee or other agent of another company, partnership, joint venture, trust, employee benefit plan or other enterprise, and shall inure to the benefit of Agent’s heirs, executors and administrators.

          (b) The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place.

     12. Separability. Each of the provisions of this Agreement is a separate and distinct agreement and independent of the others, so that if any provision hereof shall be held to be invalid for any reason, such invalidity or unenforceability shall not affect the validity or enforceability of the other provisions hereof. Furthermore, if this Agreement shall be invalidated in its entirety on any ground, then the Company shall nevertheless indemnify Agent to the fullest extent provided by the Articles, the Act or any other applicable law.

     13. Governing Law. This Agreement shall be interpreted and enforced in accordance with the laws of the Republic of Singapore.

     14. Amendment and Termination. No amendment, modification, termination or cancellation of this Agreement shall be effective unless in writing signed by both parties hereto.

     15. Identical Counterparts. This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall constitute but one and the same Agreement. Only one such counterpart need be produced to evidence the existence of this Agreement.

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     16. Headings. The headings of the sections of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction hereof.

     17. Notices. All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given (i) upon delivery if delivered by hand to the party to whom such communication was directed or (ii) upon the third business day after the date on which such communication was mailed if mailed by certified or registered mail with postage prepaid:

          (a) If to Agent, at the address indicated on the signature page hereof.

          (b) If to the Company, to:

Avago Technologies Limited
c/o Avago Technologies U.S. Inc.
350 West Trimble Road
Building 90
San Jose, CA 95131
Attention: SVP and General Counsel

or

No. 1 Yishun Avenue 7
Singapore 768923

or to such other address as the Company may have furnished to Agent.

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     In Witness Whereof, the parties hereto have executed this Agreement on and as of the day and year first above written.

Avago Technologies Limited

By:

Title:

Agent

Address:

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EX-10.29

Exhibit-10.29

EXECUTION COPY

AMENDED AND RESTATED SHAREHOLDER AGREEMENT

among

Avago Technologies Limited,

Silver Lake Partners II Cayman, L.P.,

Silver Lake Technology Investors II Cayman, L.P.

Integral Capital Partners VII, L.P.

KKR Millennium Fund (Overseas), Limited Partnership,

KKR European Fund, Limited Partnership,

KKR European Fund II, Limited Partnership,

KKR Partners (International), Limited Partnership,

Capstone Equity Investors LLC,

Avago Investment Partners, Limited Partnership,

Bali Investments S.à r.l.,

Seletar Investments Pte. Ltd.,

Geyser Investment Pte Ltd and

certain other Persons

Dated as of February 3, 2006

TABLE OF CONTENTS

				Page
1.	AMENDMENT AND RESTATEMENT; EFFECTIVE DATE				2
2.	VOTING AGREEMENT				3
	2.1	Board of Directors			3
		2.1.1.	Board Size		3
		2.1.2.	Designation of Directors		3
		2.1.3.	Board Observer		3
		2.1.4.	Sell-Down Provisions		3
	2.2	Removal and Replacement; Vacancies			4
		2.2.1.	Removal and Replacement; Vacancies Generally		4
		2.2.2.	Vacancies upon a Reduction in a Sponsor’s Ownership Percentage		5
	2.3	Directors of Subsidiaries			5
	2.4	Committees			5
		2.4.1.	Composition		5
		2.4.2.	Authority		6
	2.5	Actions Requiring Majority Sponsor Approval			6
		2.5.1.	Composition of the Board		6
		2.5.2.	Memorandum or Articles		6
		2.5.3.	Change in Control		6
		2.5.4.	Certain Dispositions		6
		2.5.5.	Certain Acquisitions		6
		2.5.6.	Certain Joint Ventures and Business Alliances		7
		2.5.7.	Initial Public Offering		7
		2.5.8.	Equity Issuances		7
		2.5.9.	Certain Indebtedness		7
		2.5.10.	Dissolution; Liquidation; Reorganization; Bankruptcy		7
		2.5.11.	Transactions Outside of the Ordinary Course of Business		7
		2.5.12.	Executive Officers		8
		2.5.13.	Executive Compensation		8
		2.5.14.	Litigation		8
		2.5.15.	Dividends; Distributions; Repurchase of Securities		8
		2.5.16.	Affiliated Transactions		8
		2.5.17.	Annual Budgets		9
		2.5.18.	Nature of Business		9
		2.5.19.	Financial Auditors		9
		2.5.20.	Management Shareholder Agreement; Capstone Shareholder Agreement		9
	2.6	Disproportionate Effects on Co-Investors			9
	2.7	Further Assurances by all Shareholders			9
		2.7.1.	Board of Directors Provisions		9
		2.7.2.	Approved Change in Control		9
	2.8	Actions in Contravention			10
	2.9	Period			10

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				Page
3.	TRANSFER RESTRICTIONS				10
	3.1	General Transfer Restrictions			10
	3.2	Allowed Transfers			10
		3.2.1.	Permitted Transferees		10
		3.2.2.	Public Transfers		10
		3.2.3.	Distributions and Charitable Contributions		11
		3.2.4.	Participation in Drag-Along and Tag-Along		11
		3.2.5.	Transfers by Co-Investors		11
		3.2.6.	Other Private Transfers		11
		3.2.7.	Luxco and Avago Partners Distributions		12
	3.3	Certain Transferees to Become Parties			12
	3.4	Restrictions on Public Transfers under Rule 144			12
	3.5	Impermissible Transfer			13
	3.6	Notice of Transfer			13
	3.7	Period			13
4.	“TAG ALONG” AND “DRAG ALONG” RIGHTS; RIGHT OF FIRST REFUSAL				13
	4.1	Tag Along			13
		4.1.1.	Notice		13
		4.1.2.	Exercise		14
		4.1.3.	Irrevocable Offer		14
		4.1.4.	Reduction of Shares Sold		14
		4.1.5.	Additional Compliance		15
		4.1.6.	Actions with Respect to Tag Along		15
	4.2	Drag Along			15
		4.2.1.	Exercise		16
		4.2.2.	Drag Along Seller Exclusions		16
	4.3	Right of First Refusal			17
		4.3.1.	Notice		17
		4.3.2.	Exercise		17
		4.3.3.	Irrevocable Offer		18
		4.3.4.	Acceptance of Offers		18
		4.3.5.	Additional Compliance		19
		4.3.6.	Determination of the Number of Subject Shares to be Sold		19
		4.3.7.	Actions with respect to Rights of First Refusal		20
		4.3.8.	Company Assignment of Rights		20
	4.4	Miscellaneous			20
		4.4.1.	Further Assurances		20
		4.4.2.	Sale Process		21
		4.4.3.	Treatment of Options, Warrants and Convertible Securities		21
		4.4.4.	Closing		22
	4.5	Period			22
5.	PARTICIPATION RIGHTS				22
	5.1	Right of Participation			22
		5.1.1.	Offer		22

- ii -

				Page
		5.1.2.	Exercise		23
		5.1.3.	Other Securities		24
		5.1.4.	Certain Legal Requirements		24
		5.1.5.	Further Assurances		25
		5.1.6.	Closing		25
	5.2	Post-Issuance Notice			25
	5.3	Excluded Transactions			26
	5.4	Acquired Shares			27
	5.5	Period			27
	5.6	Actions with respect to Participation Rights			27
6.	COVENANTS				27
	6.1	Information Rights			27
		6.1.1.	Historical Financial Information		27
		6.1.2.	Tax Information		28
		6.1.3.	Access		28
		6.1.4.	Period		28
	6.2	Confidentiality			28
7.	REMEDIES				30
	7.1	Generally			30
8.	LEGENDS				30
	8.1	Restrictive Legend			30
	8.2	Securities Act Legend			30
	8.3	Stop Transfer Instruction			31
	8.4	Termination of the Securities Act Legend			31
9.	AMENDMENT, TERMINATION, ETC				31
	9.1	Oral Modifications			31
	9.2	Written Modifications			31
	9.3	Effect of Termination			31
10.	DEFINITIONS				31
	10.1	Certain Matters of Construction			31
	10.2	Definitions			32
11.	MISCELLANEOUS				40
	11.1	Aggregation of Shares			40
	11.2	Authority; Effect			40
	11.3	Notices			40
	11.4	Binding Effect, Etc			46
	11.5	Descriptive Heading			46
	11.6	Counterparts			46
	11.7	Severability			46
	11.8	No Recourse			47
	11.9	Expenses; Indemnity			47

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			Page
	11.10	No Third Party Beneficiaries		48
	11.11	Consent of Shareholders to Advisory Agreement		48
12.	GOVERNING LAW			48
	12.1	Governing Law		48
	12.2	Consent to Jurisdiction		48
	12.3	WAIVER OF JURY TRIAL		49
	12.4	Exercise of Rights and Remedies		49

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AMENDED AND RESTATED SHAREHOLDER AGREEMENT

     This Amended and Restated Shareholder Agreement (this “Agreement”) is made as of February 3, 2006 by and among:

(i)	Avago Technologies Limited, a public limited company organized under the laws of Singapore (together with its successors and permitted assigns, the “Company”);
(ii)	Bali Investments S.à r.l., a company organized under the laws of Luxembourg (together with its Permitted Transferees, “Luxco”);
(iii)	Silver Lake Partners II Cayman, L.P. (“SLP Cayman”), Silver Lake Technology Investors II Cayman, L.P. (together with SLP Cayman and, together with their Permitted Transferees, “Silver Lake”) and Integral Capital Partners VII, L.P. (together with its Permitted Transferees, “Integral Capital”) (collectively with Silver Lake and together with their Permitted Transferees, “SLP”);
(iv)	KKR Millennium Fund (Overseas), Limited Partnership (“KKR Millennium”), KKR European Fund, Limited Partnership (“KKR Europe”), KKR European Fund II, Limited Partnership (“KKR Europe II”), and KKR Partners (International), Limited Partnership (collectively, and together with their Permitted Transferees, “KKR”);
(v)	Capstone Equity Investors LLC, a Delaware limited liability company (together with its Permitted Transferees, “Capstone”);
(vi)	Avago Investment Partners, Limited Partnership, a limited partnership formed under the Exempt Limited Partnership Law (2003 Revision) of the Cayman Islands (together with its Permitted Transferees, “Avago Partners”);
(vii)	Seletar Investments Pte. Ltd., a private limited company organized under the laws of Singapore (together with its Permitted Transferees, “Temasek”);
(viii)	Geyser Investment Pte Ltd, a private limited company organized under the laws of Singapore (together with its Permitted Transferees, “Geyser”); and
(ix)	such other Persons, if any, that from time to time become parties hereto as transferees of Shares pursuant to Section 3.3 (collectively, together with the Sponsors, the “Shareholders”).

RECITALS

     WHEREAS, the Company and the Sponsors other than Capstone are party to that certain Shareholder Agreement (the “Original Agreement”), dated December 1, 2005 (the “Original Agreement Effective Date”), and desire to amend and restate the Original Agreement in its entirety to read as set forth herein.

     WHEREAS, in connection herewith and with the purchase by Capstone of equity securities in Luxco, Luxco is purchasing additional Company Shares pursuant to the terms of the Luxco Securities Subscription Agreement.

     WHEREAS, in connection herewith Capstone shall receive an Option exercisable for Company Shares (the “Capstone Option”). With respect to Company Shares purchased by Capstone upon exercise of the Capstone Option, Capstone will be subject to the terms of a Shareholder Agreement, dated as of the date hereof (the “Capstone Shareholder Agreement”), between the Company and Capstone.

     WHEREAS, the Company is authorized by the Company Memorandum of Association to issue capital stock consisting of 350,000,000 Ordinary Shares (the “Company Shares”) and 300,000 Redeemable Convertible Cumulative Preference Shares (the “Company Preferred”).

     WHEREAS, as of the Effective Date, Luxco is owned by SLP, KKR, Capstone and Avago Partners.

     WHEREAS, as of the Effective Date, each of the Sponsors owns the number of Company Shares set forth opposite such Sponsor’s name on Schedule I attached hereto, including in the case of SLP, KKR, Capstone and Avago Partners, their pro rata share of Company Shares owned by Luxco, based upon their ownership of Luxco equity securities.

     WHEREAS, certain managers of the Company and its Subsidiaries have purchased or may purchase Company Shares, or have received or may receive Options exercisable for Company Shares, pursuant to the Company’s Equity Incentive Plan for Executive Employees of Avago Technologies Limited and Subsidiaries (the “Management Equity Plan”). With respect to Company Shares purchased by such certain managers under the Management Equity Plan, or any Company Shares issued to such certain managers upon exercise of any Options granted under the Management Equity Plan, the holders thereof (and their permitted transferees) (collectively, the “Management Shareholders”) will be subject to the terms of a Management Shareholder Agreement, dated as of the date hereof (the “Management Shareholder Agreement”), among the Company and the Management Shareholders.

     WHEREAS, the parties hereto desire to establish the composition of the Company’s board of directors (the “Board”), to restrict the sale, assignment, transfer, encumbrance or other disposition of Company Shares, to provide for certain additional covenants and to provide for certain rights and obligations as between themselves in relation to the affairs of the Company and its Subsidiaries as hereinafter provided.

AGREEMENT

     NOW, THEREFORE, for good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the parties to this Agreement intending to be bound hereby agree as follows:

1. AMENDMENT AND RESTATEMENT; EFFECTIVE DATE. This Agreement amends and restates the Original Agreement in full to read as set forth herein, and this Agreement shall become effective as of the date first written above (the “Effective Date”).

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2. VOTING AGREEMENT.

     2.1 Board of Directors.

     2.1.1. Board Size. The authorized number of directors of the Board shall be fixed at ten (10), or such other number as is determined from time to time pursuant to Section 2.5.1.

     2.1.2. Designation of Directors. Subject to Section 2.1.3, the following persons shall be elected to the Board:

     (a) three (3) persons designated by Silver Lake, who shall initially be James A. Davidson, Kenneth Y. Hao and John R. Joyce (the “SLP Designees”);

     (b) three (3) persons designated by KKR, one of whom shall be designated by KKR Millennium, who shall initially be Simon E. Brown, one of whom shall be designated by KKR Europe, who shall initially be Adam H. Clammer, and one of whom shall be designated by KKR Europe II, who shall initially be James H. Greene, Jr. (the “KKR Designees”);

     (c) one (1) person designated by Temasek, who shall initially be Kok Leng Soo, and who shall at all times be a person who qualifies as the Company’s Singapore resident director (the “Temasek Designee” and together with the SLP Designees and KKR Designees, the “Sponsor Designees”);

     (d) one (1) person who shall be the then current Chief Executive Officer of the Company;

     (e) two (2) persons who shall be designated by mutual agreement of Silver Lake and KKR.

     2.1.3. Board Observer. Geyser shall be entitled to designate one (1) person (the “Observer”), who shall be reasonably acceptable to the Company and shall initially be Tay Lim Hock, to attend all meetings of the Board, and the Company shall provide to the Observer, concurrently with the members of the Board and in the same manner, notice of such meetings and a copy of all materials provided to such members; provided, however, the Board, by majority vote, shall be entitled to exclude the Observer from portions of any Board meeting and to cause portions of any Board materials delivered to the Observer to be redacted where and to the extent that the Board determines that exclusion is reasonably necessary to preserve attorney-client privilege; provided, further, for the avoidance of doubt, the Observer shall be subject to the confidentiality obligations set forth in Section 6.2 hereof and Geyser shall be responsible for the Observer’s compliance therewith.

     2.1.4. Sell-Down Provisions.

     (a) In the event that Silver Lake has sold any of its Company Equity Shares or otherwise transferred any of its Company Equity Shares to an

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unaffiliated entity, or Luxco has sold any of its Company Equity Shares and distributed the proceeds to Silver Lake, and SLP (x) ceases to own at least 24% of the Outstanding Company Shares but continues to own at least 15% of the Outstanding Company Shares, Silver Lake shall no longer have the right to designate three (3) Sponsor Designees and shall have the right to designate only two (2) Sponsor Designees, (y) ceases to own at least 15% of the Outstanding Company Shares but continues to own at least 5% of the Outstanding Company Shares, Silver Lake shall no longer have the right to designate two (2) Sponsor Designees and shall have the right to designate only one (1) Sponsor Designee, and (z) ceases to own at least 5% of the Outstanding Company Shares, Silver Lake shall no longer have the right to designate any Sponsor Designees.

     (b) In the event that KKR has sold any of its Company Equity Shares or otherwise transferred any of its Company Equity Shares to an unaffiliated entity, or Luxco has sold any of its Company Equity Shares and distributed the proceeds to KKR, and KKR (x) ceases to own at least 24% of the Outstanding Company Shares but continues to own at least 15% of the Outstanding Company Shares, it shall no longer have the right to designate three (3) Sponsor Designees and shall have the right to designate only two (2) Sponsor Designees (in which case, the Board Designators (as defined below) will be KKR Millennium and KKR Europe II), (y) ceases to own at least 15% of the Outstanding Company Shares but continues to own at least 5% of the Outstanding Company Shares, it shall no longer have the right to designate two (2) Sponsor Designees and shall have the right to designate only one (1) Sponsor Designee (in which case, the Board Designator will be KKR Europe II), and (z) ceases to own at least 5% of the Outstanding Company Shares, it shall no longer have the right to designate any Sponsor Designees.

     (c) In the event that Temasek ceases to own the lesser of (x) at least 2.5% of the Outstanding Company Shares, provided that it has not sold any of its Company Equity Shares, or (y) at least 5% of the Outstanding Company Shares, it shall no longer have the right to designate the Temasek Designee.

     (d) In the event that Geyser ceases to own the lesser of (x) at least 2.5% of the Outstanding Company Shares, provided that it has not sold any of its Company Equity Shares, or (y) at least 5% of the Outstanding Company Shares, it shall no longer have the right to designate the Observer.

     2.2 Removal and Replacement; Vacancies.

     2.2.1. Removal and Replacement; Vacancies Generally. Subject to Section 2.2.2, members of the Board designated by Silver Lake, KKR Millennium, KKR Europe, KKR Europe II or Temasek (each, a “Board Designator”), as the case may be, may be removed by, and only by, the affirmative vote or written consent of such Board Designator. If, prior to his or her election to the Board, any person is unable or unwilling to serve as a Sponsor Designee, then the applicable Board Designator shall, subject to Section 2.1.3, be entitled to designate a replacement. If, following election to the Board,

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any Sponsor Designee resigns, is removed, or is unable to serve for any reason prior to the expiration of his or her term as a director, then, subject to Section 2.1.3, the applicable Board Designator shall be entitled to designate a replacement. If any Board Designator entitled to designate a person to fill any directorship fails to do so, then such directorship shall remain vacant until filled by such Board Designator.

     2.2.2. Vacancies upon a Reduction in a Sponsor’s Ownership Percentage. To the extent that, pursuant to Section 2.1.4, there is any reduction in the number of Sponsor Designees that any Board Designator is entitled to designate, then such Board Designator shall send a written notice to the Secretary of the Company stating the name of the Sponsor Designee(s) to be removed from the Board and, upon receipt of such notice by the Secretary of the Company (or, in the event such Board Designator fails to deliver such notice within ten (10) days after written request from the Company, such selection of a Sponsor Designee(s) of such Board Designator shall be made by the Company by lot), such Sponsor Designee(s) shall be deemed to have resigned from the Board, and the vacancy or vacancies created thereby (and, thereafter, any vacancies created in that particular directorship) shall be filled by a person designated by the Board acting in accordance with the Company’s nomination and governance procedures.

     2.3 Directors of Subsidiaries. The size and composition of the boards of directors of the Company’s Subsidiaries shall be as determined by the Board; provided that, if at any time any Person other than an employee of the Company or any of its Subsidiaries (other than a Person who is also an employee, partner, member, shareholder or Affiliate of any Sponsor) is appointed to the board of directors of any Subsidiary of the Company, then each Board Designator shall have the right to designate a number of members to such board of directors in the same proportion as such Board Designator has the right to designate Sponsor Designees to the Board under Section 2.1.

     2.4 Committees .

     2.4.1. Composition. The Board may from time to time designate one or more committees, each of which shall have such number of members as is determined from time to time by the Board acting in accordance with the Company’s nomination and governance procedures; provided that for so long as Silver Lake or KKR is entitled to designate one or more Sponsor Designees under Section 2.1, it shall have the right to designate one of its Sponsor Designees to serve as a member of each of the Board’s committees (and if it has more than one Sponsor Designee, it may appoint a different Sponsor Designee to different Board committees). To the extent that a Sponsor Designee is removed from the Board pursuant to Section 2.2.2, such Sponsor Designee shall be deemed to have resigned from all committees upon which such Sponsor Designee is serving. Any vacancies on the Board’s committees created thereby (and, thereafter, any vacancies created in these committee memberships) shall, subject to this Section 2.4.1 to the extent Silver Lake or KKR continues to have the right to appoint one of its Sponsor Designees to the Board’s committees, be filled by the Board acting in accordance with the Company’s nomination and governance procedures.

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     2.4.2. Authority. Each of the Board’s committees, to the extent provided in the enabling resolution of such committee, the Company Articles of Association or this Agreement, shall have and may exercise all of the authority of the Board delegated to such committee. Any such delegation may be revoked at any time by action of the Board. Notwithstanding the foregoing, no committee of the Board shall have the power to act for the Board where such action would require Majority Sponsor Approval or otherwise expressly require the vote or consent of a majority of the Board’s directors under applicable law, the Company Memorandum of Association or Company Articles of Association or this Agreement.

     2.5 Actions Requiring Majority Sponsor Approval. Except as expressly provided in this Section 2.5, Majority Sponsor Approval is required for the following actions by the Company and/or its Subsidiaries:

     2.5.1. Composition of the Board. Except as otherwise expressly provided in this Agreement, change the size or the composition of the Board or any committee of the Board or the board of directors or similar governing body of any Subsidiary; provided, however, the prior written consent of Temasek shall also be required to amend, delete or otherwise change its rights under Section 2.1.4(c); provided, further, the prior written consent of Geyser shall also be required to amend, delete or otherwise change its rights under Section 2.1.4(d).

     2.5.2. Memorandum or Articles. Amend, modify or waive any provision of the Company Memorandum of Association or Company Articles of Association (including to provide for the issuance of any class of securities not then currently held by Sponsors) or the memorandum of association, articles or association, certificate of incorporation or by-laws or similar governing document of any of the Subsidiaries, except for such amendments as are required by applicable law. Majority Sponsor Approval shall also be required for any share split, reverse stock split, recapitalization, exchange or any other combination in any manner of the Company Equity Shares in connection with which any Sponsor would receive more than a de minimis amount of cash in lieu of fractional shares.

     2.5.3. Change in Control. Enter into or effect a Change in Control.

     2.5.4. Certain Dispositions. Directly or indirectly, enter into or effect any transaction or series of related transactions involving the sale, lease, license, exchange or other disposal (including by merger, consolidation, sale of stock, or sale of assets) by the Company or the Subsidiaries of any assets having a fair market value or for consideration having a fair market value (in each case as reasonably determined by the Board) in excess of US$25,000,000, other than transactions solely between and among the Company and Wholly Owned Subsidiaries.

     2.5.5. Certain Acquisitions. Directly or indirectly, enter into or effect any transaction or series of related transactions involving the purchase, lease, license, exchange or other acquisition (including by merger, consolidation, acquisition of stock, or acquisition of assets) by the Company or the Subsidiaries of any assets and/or equity

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securities of any Person for consideration having a fair market value (as reasonably determined by the Board) in excess of US$25,000,000, other than transactions solely between and among the Company and Wholly Owned Subsidiaries.

     2.5.6. Certain Joint Ventures and Business Alliances. Enter into any joint venture or similar business alliance involving investment, contribution or disposition by the Company or the Subsidiaries of assets (including stock of Subsidiaries) having a fair market value (as reasonably determined by the Board) in excess of US$25,000,000 other than transactions solely between and among the Company and Wholly Owned Subsidiaries.

     2.5.7. Initial Public Offering. Initiate or consummate the Initial Public Offering.

     2.5.8. Equity Issuances . Issue or sell any equity securities (including any Company Equity Shares, options, warrants, or other securities convertible into, or exercisable or exchangeable for, equity securities), other than an Exempt Issuance.

     2.5.9. Certain Indebtedness. Incur (or extend, supplement, or otherwise modify any of the material terms of) any indebtedness (including any refinancing of existing indebtedness); assume, guarantee, endorse or otherwise as an accommodation become responsible for the obligations of any other Person (provided that the Company or any Subsidiary may provide cross-guarantees for any indebtedness in existence as of the Original Agreement Effective Date or that has otherwise been approved under this Section 2.5.9); enter into (or extend, supplement, or otherwise modify any of the material terms of) any agreement under which it may incur indebtedness in the future; or make any loan, advance or capital contribution to any Person (other than the Company or any Wholly Owned Subsidiaries); or make any voluntary prepayment of indebtedness of the Company or any of the Subsidiaries outside the ordinary course of business; in each case in an aggregate principal amount in excess of US$25,000,000 in any transaction or series of related transactions, and other than (x) a draw down in the ordinary course of business under a debt agreement entered into prior to the date of such draw down, the execution of which previously received Majority Sponsor Approval or (y) occurred on or prior to the Original Agreement Effective Date.

     2.5.10. Dissolution; Liquidation; Reorganization; Bankruptcy. Dissolve, liquidate or engage in any recapitalization or reorganization of the Company or any Subsidiary or initiate a voluntary liquidation, dissolution, receivership, bankruptcy or other insolvency proceeding involving the Company or any Subsidiary.

     2.5.11. Transactions Outside of the Ordinary Course of Business. Except as provided in any annual operating budget or capital expenditure budget which received Majority Sponsor Approval pursuant to Section 2.5.17, enter into any contractual commitment or series of related contractual commitments outside of the ordinary course of business that are reasonably expected, at the time initially undertaken, to require expenditures or generate proceeds in an amount in excess of US$10,000,000.

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     2.5.12. Executive Officers. Hire or remove, with or without cause, any Senior Manager.

     2.5.13. Executive Compensation. Establish, or amend any material term of, (a) any employment agreement or arrangement with any Senior Manager, (b) the compensation (including salary, bonus, deferred compensation, any equity or equity-linked compensation, or otherwise) or benefits of any Senior Manager, (c) any benefit, severance, management equity, or other similar plan or program applicable to Senior Managers or to employees of the Company or any of its Subsidiaries or (d) any annual bonus plan or any management equity plan.

     2.5.14. Litigation. Commence any action, dispute, claim, arbitration, hearing, investigation, litigation, proceeding, inquiry, examination or suit (whether civil, criminal, administrative, investigative or informal) commenced, brought, conducted or heard by or before, or otherwise involving, any domestic or foreign court or other tribunal, legislature, division, department, agency, commission, official, organization, unit or other entity or a judicial or regulatory authority of any government, involving amounts in dispute in excess of US$5,000,000, or settle any action, dispute, claim, arbitration, hearing, investigation, litigation, proceeding, inquiry, examination or suit (whether civil, criminal, administrative, investigative or informal) commenced, brought, conducted or heard by or before, or otherwise involving, any domestic or foreign court or other tribunal, legislature, division, department, agency, commission, official, organization, unit or other entity or a judicial or regulatory authority of any government, involving payment or payments, or discounts on products or services, in excess of US$5,000,000, whether pursuant to a license or otherwise, or which restrict the Company’s business in any material manner.

     2.5.15. Dividends; Distributions; Repurchase of Securities. Declare or pay any cash or other dividend or make any distribution in respect of, including by way of capital reductions, or enter into or effect any transaction or series of related transactions involving the repurchase, redemption or other acquisition of, any equity securities (including any options, warrants, or other securities convertible into, or exercisable or exchangeable for, equity securities), other than (a) dividends or other distributions by a Wholly Owned Subsidiary in respect of its outstanding securities, (b) redemptions or other repurchases of Company Shares from employees of the Company and its Subsidiaries upon termination of employment pursuant to the Management Shareholder Agreement or arrangements approved by the Board and (c) the redemption of Company Preferred from Shareholders (other than Capstone) on a pro rata basis on or about January 26, 2006. All dividends or other distributions, or repurchases or redemptions, approved pursuant to this Section 2.5.15 shall be made in accordance with the distribution provisions of the Company Memorandum of Association or Company Articles of Association or the relevant Subsidiary’s memorandum of association, articles of association, certificate of incorporation, by-laws or other organizational documents, as applicable.

     2.5.16. Affiliated Transactions. Enter into or effect any transaction with a Majority Sponsor (or with an Affiliate of such Majority Sponsor, or with any officer,

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director, or employee of such Majority Sponsor or its Affiliates), other than this Agreement, the Securities Subscription Agreement, the Luxco Securities Subscription Agreement, the Advisory Agreement and the Registration Rights Agreement and other than transactions which do not have a materially disproportionate effect on any of the Sponsors, in their capacity as Shareholders, relative to the other Sponsors; and such Majority Sponsor shall be excluded from the determination of Majority Sponsor Approval for such transaction under this Section 2.5.16.

     2.5.17. Annual Budgets. Approve or modify the annual operating budget or capital expenditure budget of the Company or any Subsidiary.

     2.5.18. Nature of Business. Make any material change in the nature of the business conducted by the Company and its Subsidiaries.

     2.5.19. Financial Auditors. Replace or remove, with or without cause, the independent auditors of the Company.

     2.5.20. Management Shareholder Agreement; Capstone Shareholder Agreement. Amend, waive or otherwise modify the Management Shareholder Agreement or Capstone Shareholder Agreement in any material respect.

2.6 Disproportionate Effects on Co-Investors. Except for such actions as are specifically set forth in this Agreement, the Company shall not take any action in respect of any class of its shares that shall have a materially disproportionate effect on the Co-Investors, in their capacity as Shareholders of such class of shares, as compared to the Majority Sponsors, in their capacity as Shareholders of such class of shares, without first obtaining the prior written consent of the Co-Investors holding a majority of the number of such class of shares held by all the Co-Investors. Without limiting the foregoing, the Company agrees that any repurchase or redemption of equity or debt securities by it will be made pro rata, based upon the ownership of such securities, among the Sponsors.

2.7 Further Assurances by all Shareholders.

     2.7.1. Board of Directors Provisions. Each Shareholder hereby agrees to take, at any time and from time to time, all actions necessary or desirable (whether in such Shareholder’s capacity as a shareholder, director or officer of the Company or otherwise, and including, without limitation, attendance at meetings in person or by proxy for the purposes of achieving a quorum and voting such Shareholder’s Shares or execution of a written consent in lieu of attending a meeting) to accomplish the provisions of Sections 2.1 through 2.4, and the Company agrees to take, at any time and from time to time, all actions necessary or desirable within its control (including, without limitation, calling special board and shareholder meetings) to ensure that the provisions of Sections 2.1 through 2.4 are accomplished.

     2.7.2. Approved Change in Control. With respect to any Change in Control that has received the Majority Sponsor Approval required under Section 2.5.3, each Shareholder agrees to cast all votes to which such Shareholder is entitled in respect of the Shares, whether at any annual or special meeting, by written consent or otherwise, in

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such manner as the Majority Sponsors may instruct by written notice to approve, effect, or implement such approved transaction. Each Shareholder hereby grants to the Majority Sponsors an irrevocable proxy coupled with an interest to vote, including in any action by written consent, such Shareholder’s Shares in accordance with such Shareholder’s agreements contained in this Section 2.7.2, which proxy shall be valid and remain in effect until the provisions of this Section 2.7.2 expire pursuant to Section 2.9.

     2.8 Actions in Contravention. Subject to applicable law, neither the Company nor any of its Subsidiaries will give effect to any action by any Shareholder or any other Person which is in contravention of this Section 2.

     2.9 Period. Each of the foregoing provisions of this Section 2 shall expire upon the consummation of a Change in Control that has received Majority Sponsor Approval.

3. TRANSFER RESTRICTIONS.

     3.1 General Transfer Restrictions Each Shareholder understands and agrees that the Shares held by such Shareholder on the date hereof have not been registered under the Securities Act or registered or qualified under any state or foreign securities laws. No Shareholder shall Transfer such Shares (or solicit any offers in respect of any Transfer of such Shares), except in compliance with the Securities Act, any applicable state or foreign securities laws and any restrictions on Transfer contained in this Agreement or any other provisions set forth in the Securities Subscription Agreement (or, in the case of Luxco, the Luxco Securities Subscription Agreement), the Registration Rights Agreement or any other agreements or instruments pursuant to which such Shares were issued.

     3.2 Allowed Transfers. Until the expiration of the provisions of this Section 3, no Shareholder shall Transfer any of such Shareholder’s Shares to any other Person except as follows:

     3.2.1. Permitted Transferees. Any Shareholder may Transfer any or all of such Shareholder’s Shares to such Shareholder’s Permitted Transferees and, after complying with the terms of Section 3.3, such a Permitted Transferee shall be deemed to be a Shareholder hereunder.

     3.2.2. Public Transfers.

     (a) Any Shareholder may Transfer any or all of such Shareholders’ Shares in a Public Offering in accordance with and pursuant to the Registration Rights Agreement.

     (b) From and after the closing of the Initial Public Offering, a Majority Sponsor may Transfer any or all of such Majority Sponsor’s Shares pursuant to Rule 144 and in compliance with Section 3.4, or pursuant to a block sale to a financial institution in the ordinary course of its trading business; provided that any Transfer pursuant to this Section 3.2.2(b) occurring during the two-year period commencing on the closing of the Initial Public Offering shall not be made without Majority Sponsor Approval.

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     (c) Shares Transferred pursuant to this Section 3.2.2 shall conclusively be deemed thereafter not to be Shares under this Agreement.

     3.2.3. Distributions and Charitable Contributions. From and after the closing of the Initial Public Offering, any Majority Sponsor may Transfer any or all of such Shareholder’s Shares (a) in a pro rata Transfer to its partners, members or shareholders, as applicable, or (b) to a Charitable Organization, in each case without regard to any other restrictions on transfer contained elsewhere in this Agreement; provided that any Transfer pursuant to this Section 3.2.3 occurring during the two-year period commencing on the closing of the Initial Public Offering shall not be made without the approval of any other Majority Sponsor. Any Shares so Transferred shall conclusively be deemed thereafter not to be Shares under this Agreement.

     3.2.4. Participation in Drag-Along and Tag-Along.

     (a) Drag-Along. Any Shareholder shall Transfer any or all of such Shareholder’s Shares to the extent required pursuant to Section 4.2.

     (b) Tag-Along. A Participating Seller may Transfer Shares pursuant to and in accordance with the provisions of Section 4.1, so long as each transferee agrees to be bound by the terms of this Agreement in accordance with Section 3.3 (if not already bound hereby).

     3.2.5. Transfers by Co-Investors. In the event that a Co-Investor’s Current Percentage Ownership of Shares is greater than the Current Percentage Ownership of Shares of whichever of Silver Lake or KKR has the smallest Current Percentage Ownership of Shares at such time, such Co-Investor may Transfer any of such Co-Investor’s Shares provided that following any such Transfer such Co-Investor’s Current Percentage Ownership of Shares shall not be less than the Current Percentage Ownership of Shares of whichever of Silver Lake or KKR has the smallest Current Percentage Ownership of Shares at such time. Any Shares so Transferred shall conclusively be deemed thereafter to be Shares under this Agreement and each transferee shall be bound by the terms of this Agreement in accordance with Section 3.3; provided, however, that if such Shares are Transferred (a) in a Public Offering, (b) from and after the closing of the Initial Public Offering, (i) pursuant to Rule 144 or a block sale to a financial institution in the ordinary course of its trading business, in each case in compliance with Section 3.4, or (ii) pursuant to Regulation S under the Securities Act if such Shares following such Transfer are not “restricted securities” as defined in Rule 144, (c) in a pro rata Transfer to its partners, members or shareholders, as applicable, or (d) to a Charitable Organization, then the Shares Transferred pursuant to this Section 3.2.5 shall conclusively be deemed thereafter not to be Shares under this Agreement.

     3.2.6. Other Private Transfers. In addition to any Transfers made in accordance with Sections 3.2.1, 3.2.2, 3.2.3, 3.2.4, 3.2.5 and 3.2.7, any Shareholder may Transfer any or all of such Shareholder’s Shares with Majority Sponsor Approval if such Transfer takes place before the closing of the Initial Public Offering and in compliance with Sections 3.3, 4.1 and 4.3. Any Shares so Transferred shall conclusively be deemed thereafter to be

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Shares under this Agreement and each transferee shall be bound by the terms of this Agreement in accordance with Section 3.3.

     3.2.7. Luxco and Avago Partners Distributions. Luxco may at any time effect a Transfer of any or all of its Shares in a pro rata Transfer to its shareholders, without regard to any other restrictions on transfer contained elsewhere in this Agreement. Following such a distribution by Luxco, Avago Partners may at any time effect a Transfer of any or all of its Shares in a pro rata Transfer to its partners, without regard to any other restrictions on transfer contained elsewhere in this Agreement. Any Shares so Transferred by Luxco or Avago Partners shall conclusively be deemed thereafter to be Shares under this Agreement, each transferee shall be bound by the terms of this Agreement and, following any such Transfer by Avago Partners, its partners shall be deemed to be Sponsors hereunder.

     3.3 Certain Transferees to Become Parties. Any transferee receiving Shares in a Transfer pursuant to Section 3.2.1, 3.2.4(b), 3.2.5 (except a Transfer following which the Shares are deemed not to be Shares hereunder), 3.2.6 or 3.2.7 shall become a Shareholder, party to this Agreement and subject to the terms and conditions of, and be entitled to enforce, this Agreement to the same extent, and in the same capacity, as the Person that Transfers such Shares to such transferee; provided that only a Permitted Transferee of a Sponsor will be deemed to be a Sponsor for purposes of this Agreement (and shall be deemed to be the same Sponsor as the Sponsor which Transferred to it). For the avoidance of doubt, (a) any transferee receiving Shares in a Transfer pursuant to Section 3.2.4(b), 3.2.5 (except a Transfer following which the Shares are deemed not to be Shares hereunder), 3.2.6 or 3.2.7 that is not a Permitted Transferee of a Sponsor will become a party to this Agreement without the benefit of the right to designate board and committee members, or to approve certain actions of the Company and its Subsidiaries, under Section 2; and (b) any transferee receiving Shares in a Transfer pursuant to Section 3.2.4(b), 3.2.5 (except a Transfer following which the Shares are deemed not to be Shares hereunder), 3.2.6 or 3.2.7 that is neither an existing Shareholder nor a Permitted Transferee of a Sponsor will become party to this Agreement as a Shareholder without the benefit of the rights of Tag Along Holders (Section 4.1), First Refusal Holders (Section 4.3), or Participation Offerees (Section 5). Prior to the Transfer of any Shares to any transferee pursuant to Section 3.2.1, 3.2.4(b), 3.2.5 (except a Transfer following which the Shares are deemed not to be Shares hereunder), 3.2.6 or 3.2.7, and as a condition thereto, each Shareholder effecting such Transfer shall (x) cause such transferee to deliver to the Company and each of the Sponsors its written agreement, in form and substance reasonably satisfactory to the Company, to be bound by the terms and conditions of this Agreement to the extent described in the preceding sentence and (y) if such Transfer is to a Permitted Transferee, remain directly liable for the performance by such Permitted Transferee of all obligations of such transferee under this Agreement.

     3.4 Restrictions on Public Transfers under Rule 144. After the Initial Public Offering, and subject to the provisions of Sections 3.2.2 and 3.2.5, if any Shareholders’ sales of Shares pursuant to Rule 144 would be subject to aggregation (each such Shareholder whose Shares would be subject to aggregation, a “Related Holder”), then each such Related Holder shall promptly notify each other Related Holder (a) when it has commenced a measurement period for purposes of the Rule 144 group volume limit in connection with a Sale that is subject to such limit and (b) what the volume limit for that measurement period, determined as of its

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commencement, will be. Subject to Sections 3.2.2 and 3.2.5, each Related Holder shall be entitled to effect Sales that are subject to the Rule 144 group volume limit pro rata during the applicable measurement period based on its percentage ownership of Shares held by all such Related Holders at the start of such measurement period. The provisions of this Section 3.4 shall not apply to any Transfer of Shares (x) in a Public Offering or (y) not subject to volume limitation under Rule 144.

     3.5 Impermissible Transfer. Subject to applicable law, any attempted Transfer of Shares not permitted under the terms of this Section 3 shall be null and void, and the Company shall not in any way give effect to any such impermissible Transfer.

     3.6 Notice of Transfer. To the extent that, prior to the Initial Public Offering, any Shareholder or Permitted Transferee shall Transfer any Shares, such Shareholder or Permitted Transferee shall, within three (3) Business Days following consummation of such Transfer, deliver notice thereof to the Company and each Sponsor.

     3.7 Period. Each of the foregoing provisions of this Section 3 shall expire upon the earlier of (i) a Change in Control and (ii) Majority Sponsor Approval of the termination in full of the provisions of this Section 3 after the Initial Public Offering.

4. “TAG ALONG” AND “DRAG ALONG” RIGHTS; RIGHT OF FIRST REFUSAL.

     4.1 Tag Along. If any Prospective Selling Shareholder proposes to Sell any Shares to any Prospective Buyer(s) other than in a Transfer pursuant to Section 3.2.1, 3.2.2, 3.2.3 or 3.2.7:

     4.1.1. Notice. The Prospective Selling Shareholder shall, prior to any such proposed Transfer, deliver a written notice (the “Tag Along Notice”) to each Co-Investor (each such Co-Investor, a “Tag Along Holder”). The Tag Along Notice shall include:

     (a) the principal terms and conditions of the proposed Sale, including (i) the number and class of the Shares to be purchased from the Prospective Selling Shareholder, (ii) the fraction(s) expressed as a percentage, determined by dividing the number of Shares of each class to be purchased from the Prospective Selling Shareholder by the total number of Shares of each such class held by the Prospective Selling Shareholder (for each class, the “Tag Along Sale Percentage”) (it being understood that the Company shall reasonably cooperate with the Prospective Selling Shareholder in respect of the determination of each applicable Tag Along Sale Percentage), (iii) the purchase price or the formula by which such price is to be determined and the payment terms, including a description of any non-cash consideration sufficiently detailed to permit valuation thereof, (iv) the name and address of each Prospective Buyer and (v) if known, the proposed Transfer date; and

     (b) an invitation to each Tag Along Holder to make an offer to include in the proposed Sale to the applicable Prospective Buyer(s) Shares of the same class(es) being sold by the Prospective Selling Shareholder held by such Tag Along Holder (not in any event to exceed the Tag Along Sale Percentage of the total number of Shares of the applicable class held by such Tag Along Holder), on

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the same terms and conditions (subject to Section 4.4.3 in the case of Options, Warrants and Convertible Securities), with respect to each Share Sold, as the Prospective Selling Shareholder shall Sell each of its Shares. For purposes of this Section 4.1, but subject to Section 4.4.3, all Options, Warrants and Convertible Securities will be treated as the same class of Shares for which they may be exercised.

     4.1.2. Exercise. Within ten (10) Business Days after the date of delivery of the Tag Along Notice (such date the “Tag Along Deadline”), each Tag Along Holder desiring to make an offer to include Shares in the proposed Sale (each a “Participating Seller” and, together with the Prospective Selling Shareholder and any other shareholders of the Company entitled to participate in the proposed Transfer, collectively, the “Tag Along Sellers”) shall deliver a written notice (the “Tag Along Offer”) to the Prospective Selling Shareholder indicating the number of Shares which such Participating Seller desires to have included in the proposed Sale (subject to the limitation set forth in Section 4.1.1(b)). Each Tag Along Holder who does not make a Tag Along Offer in compliance with the above requirements, including the time period, shall be deemed to have waived all of such Tag Along Holder’s rights to participate in such Sale, and the Tag Along Sellers shall thereafter be free to Sell to the Prospective Buyer, at a purchase price no greater than the purchase price set forth in the Tag Along Notice and on other terms and conditions which are not materially more favorable to the Tag Along Sellers than those set forth in the Tag Along Notice, without any further obligation to such non-accepting Tag Along Holder(s) pursuant to this Section 4.1.

     4.1.3. Irrevocable Offer. The offer of each Participating Seller contained in such Participating Seller’s Tag Along Offer shall be irrevocable, and, to the extent such offer is accepted, such Participating Seller shall be bound and obligated to Sell in the proposed Sale on the same terms and conditions, with respect to each Share Sold (subject to Section 4.4.3 in the case of Options, Warrants and Convertible Securities), as the Prospective Selling Shareholder, up to such number of Shares as such Participating Seller shall have specified in such holder’s Tag Along Offer; provided, however, that if the principal terms of the proposed Sale change with the result that the purchase price shall be less than the purchase price set forth in the Tag Along Notice or the other terms and conditions shall be materially less favorable to the Tag Along Sellers than those set forth in the Tag Along Notice, the Prospective Seller shall provide written notice thereof to each Participating Seller and each Participating Seller shall be permitted to withdraw the offer contained in such holder’s Tag Along Offer by written notice to the Prospective Selling Shareholder within three (3) Business Days after delivery of such written notice from the Prospective Selling Shareholder and upon such withdrawal shall be released from such Participating Seller’s obligations thereunder.

     4.1.4. Reduction of Shares Sold. The Prospective Selling Shareholder shall attempt to obtain the inclusion in the proposed Sale of the entire number of Shares which each of the Tag Along Sellers requested to have included in the Sale (as evidenced in the case of the Prospective Selling Shareholder by the Tag Along Notice and in the case of each Participating Seller by such Participating Seller’s Tag Along Offer). In the event the Prospective Selling Shareholder shall be unable to obtain the inclusion of such entire

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number of Shares in the proposed Sale, the number of Shares to be sold in the proposed Sale shall be allocated among the Tag Along Sellers in proportion, as nearly as practicable, as follows:

     (a) there shall be first allocated to each Tag Along Seller a number of Shares equal to the lesser of (i) the number of Shares of the applicable class offered (or proposed, in the case of the Prospective Selling Shareholder) to be included by such Tag Along Seller in the proposed Sale pursuant to this Section 4.1, and (ii) a number of Shares equal to such Tag Along Seller’s Pro Rata Portion; and

     (b) the balance, if any, not allocated pursuant to clause (a) above shall be allocated to the Prospective Selling Shareholder and each other Tag Along Seller which offered to sell a number of Shares of the applicable class in excess of such Person’s Pro Rata Portion, pro rata to each Tag Along Seller based upon the amount of such excess, or in such manner as the Tag Along Sellers may otherwise agree.

     4.1.5. Additional Compliance. If, prior to consummation, the terms of the proposed Sale shall change with the result that the purchase price to be paid in such proposed Sale shall be greater than the purchase price set forth in the Tag Along Notice or the other terms of such proposed Sale shall be materially more favorable to the Tag Along Sellers than those set forth in the Tag Along Notice, the Tag Along Notice shall be null and void, and it shall be necessary for a separate Tag Along Notice to be delivered, and the terms and provisions of this Section 4.1 separately complied with, in order to consummate such proposed Sale pursuant to this Section 4.1; provided, however, that in the case of such a separate Tag Along Notice, the applicable period to which reference is made in Section 4.1.2 shall be three (3) Business Days. In addition, if the Prospective Selling Shareholders have not completed the proposed Sale by the end of the 180th day after the date of delivery of the Tag Along Notice, each Participating Seller shall be released from such Participating Seller’s obligations under such Participating Seller’s Tag Along Offer, the Tag Along Notice shall be null and void, and it shall be necessary for a separate Tag Along Notice to be delivered, and the terms and provisions of this Section 4.1 separately complied with, in order to consummate such proposed Sale pursuant to this Section 4.1, unless the failure to complete such proposed Sale resulted from any failure by any Participating Seller to comply with the terms of this Section 4.1.

     4.1.6. Actions with Respect to Tag Along. In connection with a proposed Sale to which Section 4.1 applies, each Prospective Selling Shareholder agrees that it shall not enter into any agreement or take any action, the principal purpose of which is to discourage or prevent a particular Tag Along Holder from exercising such Tag Along Holder’s Tag Along rights pursuant to this Section 4.1.

     4.2 Drag Along. With respect to a Change in Control which receives Majority Sponsor Approval under Section 2.5, each Shareholder hereby agrees, if requested by the Majority Sponsors, to Sell the same percentage (the “Drag Along Sale Percentage”) of the total number of each class of such Shares held by the Prospective Selling Shareholders that is

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proposed to be sold by the Prospective Selling Shareholders to a Prospective Buyer in such Change in Control (in one transaction or a series of related transactions), in the manner and on the terms set forth in this Section 4.2. For purposes of this Section 4.2, but subject to Section 4.4.3, all Options, Warrants and Convertible Securities will be treated as the same class of Shares for which they may be exercised. All Shares to be sold to the Prospective Buyer shall be included in determining whether or not a proposed transaction constitutes a Change in Control.

     4.2.1. Exercise. If the Prospective Selling Shareholders wish to exercise the drag-along rights contained in this Section 4.2, then the Prospective Selling Shareholders shall deliver a written notice (the “Drag Along Notice”) to each other Shareholder at least ten (10) Business Days prior to the consummation of the Change in Control transaction. The Drag Along Notice shall set forth the principal terms and conditions of the proposed Sale, including (a) the number and class of Shares to be acquired from the Prospective Selling Shareholders, (b) the Drag Along Sale Percentage for each class, (c) the consideration to be received in the proposed Sale for each class, (d) the name and address of the Prospective Buyer and (e) if known, the proposed Transfer date. If the Prospective Selling Shareholders consummate the proposed Sale to which reference is made in the Drag Along Notice, each other Shareholder (each, a “Participating Seller,” and, together with the Prospective Selling Shareholders, collectively, the “Drag Along Sellers”) shall: (i) be bound and obligated to Sell the Drag Along Sale Percentage of such Drag Along Seller’s Shares of each class in the proposed Sale on the same terms and conditions, with respect to each Share Sold (subject to Section 4.2.2 and, in the case of Options, Warrants and Convertible Securities, Section 4.4.3) as the Prospective Selling Shareholders shall Sell each Share in the Sale (subject to Section 4.4.3 in the case of Options, Warrants and Convertible Securities); and (ii) except as provided in Section 4.4.3, shall receive the same form and amount of consideration per Share to be received by the Prospective Selling Shareholders for the corresponding class of Shares (on an as converted basis, in the case of Convertible Securities). If any holders of Shares of any class are given an option as to the form and amount of consideration to be received, all holders of Shares of such class will be given the same option. Unless otherwise agreed by each Drag Along Seller, any non-cash consideration shall be allocated among the Drag Along Sellers pro rata based upon the aggregate amount of consideration to be received by such Drag Along Sellers. If at the end of the 180th day after the date of delivery of the Drag Along Notice the Prospective Selling Shareholders have not completed the proposed Sale, the Drag Along Notice shall be null and void, each Participating Seller shall be released from such holder’s obligation under the Drag Along Notice and it shall be necessary for a separate Drag Along Notice to be delivered and the terms and provisions of this Section 4.2 separately complied with, in order to consummate such proposed Sale pursuant to this Section 4.2.

     4.2.2. Drag Along Seller Exclusions. Notwithstanding Section 4.2.1 but subject to Section 4.4.1, the requirement that Drag Along Sellers Sell on the same terms and conditions as the Prospective Selling Shareholders shall not apply to any provisions providing for bona fide advisory fees paid for actual services rendered for any Sponsor or requiring any Sponsor to agree to a non-compete.

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     4.3 Right of First Refusal. If any Prospective Selling Shareholder proposes to Sell any Shares, other than to a Permitted Transferee, before the closing of an Initial Public Offering in a Transfer (including to another Shareholder or the Company or any of its Subsidiaries) that is made pursuant to Section 3.2.5 or 3.2.6:

     4.3.1. Notice. The Prospective Selling Shareholder shall deliver a written notice of such proposed Sale (a “Sale Notice”) to the Company and to each Majority Sponsor that holds Shares (each Majority Sponsor, a “First Refusal Holder”) not less than thirty (30) days prior to any such proposed Transfer. The Sale Notice shall include:

     (a) (i) the number and class(es) of Shares proposed to be sold by the Prospective Selling Shareholder (the “Subject Shares”), and whether or not the Prospective Buyer(s) is(are) willing to purchase less than all of the Subject Shares, (ii) the purchase price or the formula by which such price is to be determined, (iii) the identity of the Prospective Buyer(s), (iv) the proposed Transfer date, if known, (v) a statement signed by an authorized officer of the Prospective Selling Shareholder that the Prospective Selling Shareholder has received a firm offer from the Prospective Buyer(s) and in good faith believes a binding agreement for Transfer is obtainable on the terms set forth, (vi) a brief description of any other material terms of the proposed Transfer and (vii) a copy of any written proposal or letter of intent or other agreement relating to the proposed Transfer;

     (b) an invitation to the Company to make an offer to purchase any or all of the Subject Shares at such price in cash; and

     (c) an invitation to each First Refusal Holder to make an offer to purchase (subject to Section 4.3.6 below) any number of the Subject Shares not purchased by the Company pursuant to clause (b) above at such price in cash.

     4.3.2. Exercise.

     (a) Within twenty (20) days after the date of delivery of the Sale Notice (the “Company First Refusal Deadline”), the Company may make an offer to purchase any number of the Subject Shares at the price set forth in the Sale Notice by delivering to the Prospective Selling Shareholder a written notice (the “Company First Refusal Notice”) of such offer specifying a number of Subject Shares offered to be purchased from the Prospective Selling Shareholder. The Company shall deliver a copy of the Company First Refusal Notice to each First Refusal Holder at the time it delivers the Company First Refusal Notice to the Prospective Selling Shareholder. On the second (2^nd) Business Day following the Company First Refusal Deadline, if by such date the Company has not delivered a Company First Refusal Notice to the Prospective Selling Shareholder indicating that the Company has agreed to purchase all of the Subject Shares at the price set forth in the Sale Notice, the Prospective Selling Shareholder shall deliver a written notice to each First Refusal Holder indicating that the Company has not offered to purchase any of the Subject Shares.

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     (b) Within thirty (30) days after the date of delivery of the Sale Notice (the “First Refusal Deadline”), each First Refusal Holder may make an offer to purchase any number of the Subject Shares at the price set forth in the Sale Notice by delivering a written notice (the “First Refusal Notice”) of such offer specifying a number of Subject Shares offered to be purchased from the Prospective Selling Shareholder (each such Person delivering such notice, a “First Refusal Purchaser”).

     (c) The receipt of consideration by any Prospective Selling Shareholder selling Shares as payment for the Transfer of such Shares pursuant to this Section 4.3.2 shall be deemed a representation and warranty by such Prospective Selling Shareholder that: (i) such Prospective Selling Shareholder has full right, title and interest in and to such Shares; (ii) such Prospective Selling Shareholder has all necessary power and authority and has taken all necessary action to sell such Shares as contemplated by this Section 4.3.2; and (iii) such Shares are free and clear of any and all liens or encumbrances other than any arising as a result of the terms of this Agreement.

     (d) Each Person not delivering a Company First Refusal Notice or First Refusal Notice that complies with the above requirements, including the applicable time periods, shall be deemed to have waived all of such Person’s rights to purchase such Shares under this Section 4.3.2, and the Prospective Selling Shareholder shall thereafter be free to Sell the Subject Shares to the Company, First Refusal Purchasers and/or any Prospective Buyer, at a purchase price no less than the price set forth in the Sale Notice, without any further obligation to such Person pursuant to this Section 4.3.

     4.3.3. Irrevocable Offer. The offer of the Company and each First Refusal Purchaser contained in a Company First Refusal Notice or First Refusal Notice, as the case may be, shall be irrevocable, and, subject to Section 4.3.6 below, to the extent such offer is accepted, the Company or such First Refusal Purchaser shall be bound and obligated to purchase the number of Subject Shares set forth in the Company First Refusal Notice or such First Refusal Purchaser’s First Refusal Notice, as the case may be.

     4.3.4. Acceptance of Offers. Within five (5) Business Days after the First Refusal Deadline, the Prospective Selling Shareholder shall inform the Company and each First Refusal Purchaser, by delivery of a written notice (the “Acceptance Notice”), of whether or not the Prospective Selling Shareholder will accept all (but not less than all, subject to Section 4.3.6(b)) offers of the Company and the First Refusal Purchasers; provided that in the event that the aggregate number of Subject Shares offered to be purchased by the Company and the First Refusal Purchasers is equal to or exceeds the aggregate number of Subject Shares, the Prospective Selling Shareholder shall be obligated to accept all the offers of the Company and the First Refusal Purchasers (subject to Section 4.3.6(b)) and the Prospective Selling Shareholder, the Company and the First Refusal Purchasers, as applicable, shall be obligated to negotiate, execute and deliver as promptly as practicable after delivery of the Acceptance Notice definitive documentation consistent with the terms described in the Sale Notice that is reasonably acceptable to each such party. In the event the Prospective Selling Shareholder fails to

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deliver the Acceptance Notice within the specified time period when the aggregate number of Shares offered to be purchased by the Company and the First Refusal Purchasers is less than the number of Subject Shares, the Prospective Selling Shareholder shall be deemed to have decided not to Sell the Subject Shares to the Company and the First Refusal Purchasers. If the Prospective Selling Shareholder decides not to Sell the Subject Shares to the Company and the First Refusal Purchasers when the number of Shares offered to be purchased by the Company and the First Refusal Purchasers is less than the number of Subject Shares, the Company and each First Refusal Purchaser shall be released from the Company’s and such holder’s obligations under the Company’s or such First Refusal Purchaser’s, as the case may be, irrevocable offer.

     4.3.5. Additional Compliance. If at the end of the 180th day after the date of delivery of the Sale Notice, the Prospective Selling Shareholder and the Company, First Refusal Purchasers or Prospective Buyer (if not a First Refusal Purchaser), if any, have not completed the Sale of the Subject Shares (other than due to the failure of the Company or any First Refusal Purchaser to perform its obligations under this Section 4.3), the Company and each First Refusal Purchaser shall be released from the Company’s or such First Refusal Purchaser’s obligations under the Company’s or such First Refusal Purchaser’s, as the case may be, irrevocable offer, the Sale Notice shall be null and void, and it shall be necessary for a separate Sale Notice to be delivered, and the terms and provisions of this Section 4.3 separately complied with, in order to consummate a Transfer of such Subject Shares; provided, however, that in the case of such a separate Sale Notice in which the classes of Subject Shares and the purchase price are unchanged and the number of Subject Shares is substantially the same, the applicable period to which reference is made in Section 4.3.1 and 4.3.2(b) shall be ten (10) Business Days and the applicable period to which reference is made in Section 4.3.2(a) shall be five (5) Business Days, and the time to complete such Sale referenced in the first sentence of this Section 4.3.5 shall be 90 days instead of 180 days.

     4.3.6. Determination of the Number of Subject Shares to be Sold.

     (a) In the event that the aggregate number of Shares offered to be purchased by the Company and the First Refusal Purchasers is less than the number of Subject Shares, (i) the Prospective Selling Shareholder may accept the offers of the Company and the First Refusal Purchasers and, at the option of the Prospective Selling Shareholder, sell any remaining Subject Shares which the Company and the First Refusal Purchasers did not elect to purchase to one or more Prospective Buyers (at a purchase price that is no less than the price set forth in the Sale Notice) or (ii) if a single Prospective Buyer or group of Prospective Buyers is unwilling to purchase less than all of the Subject Shares, the Prospective Selling Shareholder may Sell all (but not less than all) of the Subject Shares to such Prospective Buyer or group of Prospective Buyers at a purchase price that is no less than the purchase price set forth in the Sale Notice rather than Sell the Subject Shares to the Company and the First Refusal Purchasers. Such sales, if any, to Prospective Buyer(s) other than the Company and the First Refusal Purchasers in accordance with this clause (a) shall be consummated together with the sale to the Company and the First Refusal Purchasers.

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     (b) In the event that the aggregate number of Subject Shares offered to be purchased by the Company and the First Refusal Purchasers is equal to or exceeds the aggregate number of Subject Shares, the Subject Shares shall be sold to the Company and the First Refusal Purchasers as follows:

     (i) there shall be first allocated to the Company a number of Shares of each applicable class equal to the lesser of (A) the number of Shares of such class offered to be purchased by the Company in the Company First Refusal Notice and (B) the number of Subject Shares of such class;

     (ii) from the balance, if any, not allocated pursuant to clause (i) above there shall be allocated to each First Refusal Purchaser a number of Shares of each applicable class equal to the lesser of (A) the number of Shares of such class offered to be purchased by such First Refusal Purchaser pursuant such holder’s First Refusal Notice, and (B) a number of Shares of such class equal to such First Refusal Purchaser’s Pro Rata Portion; and

     (iii) the balance, if any, not allocated pursuant to clause (ii) above shall be allocated to those First Refusal Purchasers which offered to purchase a number of Shares of the applicable class in excess of such Person’s Pro Rata Portion pro rata to each such First Refusal Purchaser based upon the amount of such excess, or in such other manner as the First Refusal Purchasers may otherwise agree.

     4.3.7. Actions with respect to Rights of First Refusal. In connection with a proposed Sale to which Section 4.3 applies, each Prospective Selling Shareholder agrees that it shall not enter into any agreement or take any action, the principal purpose of which is to discourage or prevent a particular Person from exercising their Rights of First Refusal pursuant to this Section 4.3.

     4.3.8. Company Assignment of Rights. In connection with a proposed Sale to which Section 4.3 applies, the Company may at any time at its option assign its rights under this Section 4.3 and substitute any Subsidiary or Person for itself to act as the purchaser or to exercise any other right of the Company, or to satisfy any obligation of the Company, under this Section 4.3.

     4.4 Miscellaneous. The following provisions shall be applied to any proposed Sale to which Section 4.1, 4.2 or 4.3 applies:

     4.4.1. Further Assurances. The Company and each Participating Seller and First Refusal Purchaser shall take or cause to be taken all such actions as may be reasonably necessary or reasonably desirable in order to expeditiously consummate each Sale pursuant to Section 4.1, Section 4.2 or Section 4.3 and any related transactions, including executing, acknowledging and delivering consents, assignments, waivers and other documents or instruments; furnishing information and copies of documents; filing

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applications, reports, returns, filings and other documents or instruments with governmental authorities; and otherwise cooperating with the Prospective Selling Shareholder(s) and the Prospective Buyer; provided, however, that Participating Sellers shall be obligated to become liable in respect of any representations, warranties, covenants, indemnities or otherwise to the Prospective Buyer solely to the extent provided in the immediately following sentence. Without limiting the generality of the foregoing, each Participating Seller agrees to execute and deliver such agreements as may be reasonably specified by the Prospective Selling Shareholder(s) to which such Prospective Selling Shareholder(s) will also be party, including agreements to (a)(i) make individual representations, warranties, covenants and other agreements as to the unencumbered title to its Shares and the power, authority and legal right to Transfer such Shares, the absence of any Adverse Claim with respect to such Shares and the non-contravention of other agreements and (ii) be liable as to such representations, warranties, covenants and other agreements, in each case to the same extent (but with respect to its own Shares) as the Prospective Selling Shareholder(s), and (b) in the case of a Sale pursuant to Sections 4.1 or 4.2, be liable (whether by purchase price adjustment, indemnity payments or otherwise) in respect of representations, warranties, covenants and agreements in respect of the Company and its subsidiaries; provided, however, that the aggregate amount of liability described in this clause (b) in connection with any Sale of Shares shall not exceed the lesser of (i) such Participating Seller’s pro rata portion of any such liability, to be determined in accordance with such Participating Seller’s portion of the aggregate proceeds to all Participating Sellers and Prospective Selling Shareholder(s) in connection with such Sale and (ii) the proceeds to such Participating Seller in connection with such Sale.

     4.4.2. Sale Process. The Majority Sponsors, in the case of a proposed Sale pursuant to Section 4.2, or the Prospective Selling Shareholder, in the case of a proposed Sale pursuant to Section 4.1 or 4.3 (but, in the case of Section 4.3, only when the aggregate number of Shares offered to be purchased by the Company and the First Refusal Purchasers is less than the number of Subject Shares) shall, in its sole discretion, decide whether or not to pursue, consummate, postpone or abandon any proposed Sale and the terms and conditions thereof. No Shareholder nor any Affiliate thereof shall have any liability to any other Shareholder or the Company arising from, relating to or in connection with the pursuit, consummation, postponement, abandonment or terms and conditions of any proposed Sale except to the extent such holder shall have failed to comply with the provisions of this Section 4 and such failure shall have prevented the Company or such other Shareholder from exercising its rights pursuant to Section 4.1, 4.2 or 4.3, as applicable.

     4.4.3. Treatment of Options, Warrants and Convertible Securities. If any Participating Seller shall Sell any Options, Warrants or Convertible Securities that are exercisable, convertible or exchangeable in any Sale pursuant to Section 4, such Participating Seller shall receive in exchange for such Options, Warrants or Convertible Securities consideration in the amount (if greater than zero) equal to the purchase price received by the Prospective Selling Shareholder(s) in such Sale for the number of Outstanding Company Shares that would be issued upon exercise, conversion or exchange of such Options, Warrants or Convertible Securities less the exercise price, if

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any, of such Options, Warrants or Convertible Securities (or, with respect to Convertible Securities, if greater, the amount of the liquidation preference, if any, such securities would be entitled to in connection with such Sale in lieu of converting), in each case, subject to reduction for any tax or other amounts required to be withheld under applicable law.

     4.4.4. Closing. The closing of a Sale to which Section 4.1, 4.2 or 4.3 applies shall take place (i) on the proposed Transfer date, if any, specified in the Tag Along Notice, Drag Along Notice or Sale Notice, as applicable (provided that consummation of any Transfer may be extended beyond such date to the extent necessary to obtain any applicable governmental approval or other required approval or to satisfy other conditions), (ii) if no proposed Transfer date was required to be specified in the Drag Along Notice or Sale Notice, at such time as the Prospective Selling Shareholders shall specify by notice to each Participating Seller, the Company or First Refusal Purchaser, as the case may be, and (iii) at such place as the Prospective Selling Shareholder(s) shall specify by notice to each Participating Seller in the case of a Sale to which Section 4.1 or Section 4.2 applies. At the closing of such Sale, each Participating Seller or Prospective Selling Shareholder (with respect to a Sale under Section 4.3) shall deliver the certificates evidencing the Shares to be Sold by such Participating Seller, duly endorsed, or with stock (or equivalent) powers duly endorsed, for transfer with signature guaranteed, free and clear of any liens or encumbrances (other than any arising as a result of the terms of this Agreement), with any stock (or equivalent) transfer tax stamps affixed, against delivery of the applicable consideration.

     4.5 Period. The provisions of Section 4.3 shall expire as to any Share upon the earlier of (a) a Change in Control that has been approved by Majority Sponsor Approval and (b) the Initial Public Offering. The provisions of Sections 3.2, 4.1 and 4.2 may be collectively terminated in their entirety at any time following the Initial Public Offering with Majority Sponsor Approval. All of the provisions of this Section 4 above shall expire upon a Change in Control that has been approved by Majority Sponsor Approval.

5. PARTICIPATION RIGHTS. The Company shall not, and shall not permit any Subsidiary of the Company (the Company and each such Subsidiary, an “Issuer”) to, issue or sell any shares of any of its capital stock or equity securities or any securities convertible into or exchangeable for any shares of its capital stock or equity securities, issue or grant any options or warrants for the purchase of, or enter into any agreements providing for the issuance (contingent or otherwise) of, any of its capital stock or equity securities or any stock or securities convertible into or exchangeable for any shares of its capital stock or equity securities, in each case, to any Person (each an “Issuance” of “Subject Securities”), except in compliance with the provisions of this Section 5. Notwithstanding the foregoing, the provisions of this Section 5 shall not apply to Issuances described below in Section 5.3.

     5.1 Right of Participation.

     5.1.1. Offer . Not fewer than fifteen (15) Business Days prior to the consummation of an Issuance, a notice (the “Participation Notice”) shall be delivered by the

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Issuer to each Sponsor (the “Participation Offerees”). The Participation Notice shall include:

     (a) the principal terms and conditions of the proposed Issuance, including (i) the amount, kind and terms of the Subject Securities to be included in the Issuance, (ii) the percentage of the total number of Shares outstanding as of immediately prior to giving effect to such Issuance which the number of Shares held by such Participation Offeree equals immediately prior to such issuance constitutes (the “Participation Portion”), (iii) the price (including if applicable, the Price Per Equivalent Share) per unit of the Subject Securities, including a description of any non-cash consideration sufficiently detailed to permit valuation thereof, (iv) the proposed manner through which the Company shall effectuate the Issuance, (v) if known, the name and address of the Person to whom the Subject Securities are expected to be issued (the “Prospective Subscriber”) and (vi) if known, the proposed Issuance date; and

     (b) an offer by the Issuer to issue, at the option of each Participation Offeree, to such Participation Offeree such portion of the Subject Securities to be included in the Issuance as may be requested by such Participation Offeree (not to exceed the Participation Portion of the total amount of Subject Securities to be included in the Issuance), on the same terms and conditions (except that, if non-cash consideration is to be delivered, a Participating Buyer would pay the cash equivalent thereof (as reasonably determined by the Board)), with respect to each unit of Subject Securities issued to the Participation Offerees, as each of the Prospective Subscribers shall be issued units of Subject Securities.

     5.1.2. Exercise.

     (a) General. Each Participation Offeree desiring to accept the offer contained in the Participation Notice shall accept such offer by delivering a written notice of such acceptance to the Issuer within ten (10) Business Days after the date of delivery of the Participation Notice specifying the amount of Subject Securities (not in any event to exceed the Participation Portion of the total amount of Subject Securities to be included in the Issuance) which such Participation Offeree desires to be issued (each a “Participating Buyer”). Each Participation Offeree who does not accept such offer in compliance with the above requirements, including the applicable time period, shall be deemed to have waived all of such Participation Offeree’s rights to participate in such Issuance, and the Issuer shall thereafter be free to issue Subject Securities in such Issuance to the Prospective Subscriber and any Participating Buyers, at a price no less than the minimum price set forth in the Participation Notice and on other terms not materially more favorable to the Prospective Subscriber than those set forth in the Participation Notice, without any further obligation to such non-accepting Participation Offerees pursuant to Section 5. If, prior to consummation, the terms of such proposed Issuance shall change with the result that the price shall be less than the minimum price set forth in the Participation Notice or the other terms shall be materially more favorable to the Prospective Subscriber than those set

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forth in the Participation Notice, it shall be necessary for a separate Participation Notice to be delivered, and the terms and provisions of this Section 5.1 separately complied with, in order to consummate such Issuance pursuant to this Section 5.1; provided, however, that in such case of a separate Participation Notice, the applicable period to which reference is made in Section 5.1.1 and in the first sentence of Section 5.1.2(a) shall be three (3) Business Days and two (2) Business Days, respectively.

     (b) Irrevocable Acceptance. The acceptance of each Participating Buyer shall be irrevocable except as hereinafter provided, and each such Participating Buyer shall be bound and obligated to acquire in the Issuance on the same terms and conditions, with respect to each unit of Subject Securities issued, as the Prospective Subscriber, such amount of Subject Securities as such Participating Buyer shall have specified in such Participating Buyer’s written commitment.

     (c) Time Limitation. If at the end of the 180th day after the date of the effectiveness of the Participation Notice the Issuer has not completed the Issuance, each Participating Buyer shall be released from such Participating Buyer’s obligations under the written commitment, the Participation Notice shall be null and void, and it shall be necessary for a separate Participation Notice to be delivered, and the terms and provisions of this Section 5.1 separately complied with, in order to consummate such Issuance pursuant to this Section 5.1; provided, however, that in such case of a separate Participation Notice on substantially the same terms and conditions, the applicable period to which reference is made in Section 5.1.1 and in the first sentence of Section 5.1.2(a) shall be three (3) Business Days and two (2) Business Days, respectively, and the time to complete such Issuance referenced in the first sentence of this Section 5.1.2(c) shall be 90 days instead of 180.

     5.1.3. Other Securities. The Issuer may condition the participation of the Participation Offerees in an Issuance upon the purchase by such Participation Offerees of any securities (including debt securities) other than Subject Securities (“Other Securities”) in the event that the participation of the Prospective Subscriber in such Issuance is so conditioned. In such case, each Participating Buyer shall acquire in the Issuance, together with the Subject Securities to be acquired by it, Other Securities in the same proportion to the Subject Securities to be acquired by it as the proportion of Other Securities to Subject Securities being acquired by the Prospective Subscriber in the Issuance, on the same terms and conditions, as to each unit of Subject Securities and Other Securities issued to the Participating Buyers, as the Prospective Subscriber shall be issued units of Subject Securities and Other Securities.

     5.1.4. Certain Legal Requirements. In the event that the participation in the Issuance by a Participation Offeree as a Participating Buyer would require under applicable law (i) the registration or qualification of such securities or of any Person as a broker or dealer or agent with respect to such securities where such registration or qualification is not otherwise required for the Issuance, which registration or qualification

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would impose a material burden on the Company, (ii) the provision to any participant in the Sale of material and substantial information regarding the Company or any of its subsidiaries or the securities that is not otherwise required to be provided for the Issuance or (iii) the Company to comply with other requirements under foreign law that it is not otherwise required to comply with and that impose a material burden on the Company, such Participation Offeree shall not have the right to participate in the Issuance. Without limiting the generality of the foregoing, it is understood and agreed that neither the Company nor the Issuer shall be under any obligation to effect a registration of such securities under the Securities Act or similar state statutes or foreign law.

     5.1.5. Further Assurances. Each Participating Buyer shall take or cause to be taken all such reasonable actions as may be reasonably necessary or reasonably desirable in order to expeditiously consummate each Issuance pursuant to this Section 5.1 and any related transactions, including executing, acknowledging and delivering consents, assignments, waivers and other documents or instruments; filing applications, reports, returns, filings and other documents or instruments with governmental authorities; and otherwise cooperating with the Issuer and the Prospective Subscriber. Without limiting the generality of the foregoing, each such Participating Buyer agrees to execute and deliver such subscription and other agreements (on customary and reasonable terms) specified by the Issuer to which the Prospective Subscriber will be party.

     5.1.6. Closing. The closing of an Issuance pursuant to Section 5.1 shall take place (i) on the proposed date of Issuance, if any, set forth in the Participation Notice (provided that consummation of any Transfer may be extended beyond such date to the extent necessary to obtain any applicable governmental approval or other required approval or to satisfy other conditions), (ii) if no proposed Transfer date was required to be specified in the Participation Notice, at such time as the Issuer shall specify by notice to each Participating Buyer, provided that such closing with respect to a Participating Buyer shall not (without the consent of such Participating Buyer) be prior to the date that is fifteen (15) Business Days after the Company issues the applicable Participation Notice and (iii) at such place as the Issuer shall specify by notice to each Participating Buyer. At the closing of any Issuance under this Section 5.1.6, each Participating Buyer shall be delivered the notes, certificates or other instruments evidencing the Subject Securities (and, if applicable, Other Securities) to be issued to such Participating Buyer, registered in the name of such Participating Buyer or such holder’s designated nominee, free and clear of any liens or encumbrances (except such as made under this Agreement), with any transfer tax stamps affixed, against delivery by such Participating Buyer of the applicable consideration.

     5.2 Post-Issuance Notice. Notwithstanding the requirements of Section 5.1, the Issuer may proceed with any Issuance prior to having complied with the provisions of Section 5.1; provided that the Issuer shall:

     (a) provide to each Sponsor who would have been a Participation Offeree in connection with such Issuance (i) with prompt notice of such Issuance and (ii) the Participation Notice described in Section 5.1.1 in which the actual price

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per unit of Subject Securities (and, if applicable, actual Price Per Equivalent Share) shall be set forth;

     (b) offer to issue to such Sponsor such number of securities of the type issued in the Issuance as may be requested by such Sponsor (not to exceed the Participation Portion that such Sponsor would have been entitled to pursuant to Section 5.1 multiplied by the sum of (a) the number of Subject Securities included in the Issuance and (b) the aggregate number of shares issued pursuant to this Section 5.2 with respect to such Issuance) on the same economic terms and conditions with respect to such securities as the subscribers in the Issuance received; and

     (c) keep such offer open for a period of fifteen (15) Business Days, during which period, each such Sponsor may accept such offer by sending a written acceptance to the Issuer committing to purchase an amount of such securities (not in any event to exceed the Participation Portion that such Sponsor would have been entitled to pursuant to Section 5.1 multiplied by the sum of (a) the number of Subject Securities included in such issuance and (b) the aggregate number of shares issued pursuant to this Section 5.2 with respect to such Issuance).

     5.3 Excluded Transactions. The provisions of this Section 5 shall not apply to Issuances by the Company or any Subsidiary as follows:

     (a) Any Issuance of Subject Securities upon exercise of the Capstone Option, or upon the conversion or exercise or exchange of any other options, warrants, or other securities convertible into, or exercisable or exchangeable for, equity securities, that are outstanding on the date hereof or Issued after the date hereof in compliance with the provisions of this Section 5;

     (b) Any Issuance of Subject Securities pursuant to the Management Equity Plan or any other employee benefit or incentive plan that has been approved by Majority Sponsor Approval;

     (c) Any Issuance of Subject Securities in connection with any business combination or acquisition transaction involving the Company or any Subsidiary or in connection with any joint venture or strategic partnership, in each case which has received Majority Sponsor Approval;

     (d) Any Issuance of Shares pursuant to an Initial Public Offering;

     (e) Any Issuance of Shares to the Sponsors (other than SLP, KKR or Avago Partners) in connection with the closing of the Acquisition;

     (f) Any Issuance of Subject Securities in connection with any stock split, stock dividend or other recapitalization;

     (g) Any Issuance of Subject Securities as a bona-fide “equity kicker” to a lender in connection with a debt financing;

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     (h) Any Issuance of Subject Securities by a Subsidiary to the Company or any other Subsidiary;

     (i) The Issuance of the Capstone Option and the Issuance of Company Shares pursuant to the Luxco Securities Subscription Agreement;

     (j) The Issuance of Shares listed on Schedule I attached hereto; or

     (k) Any Issuance of Subject Securities as to which the Issuer has received Majority Sponsor Approval for the waiver of the provisions of this Section 5 as to all Sponsors (including the Majority Sponsors).

     5.4 Acquired Shares. Any Subject Securities constituting Company Shares or Company Preferred acquired by any Sponsor pursuant to this Section 5 shall be deemed for all purposes hereof to be Shares hereunder.

     5.5 Period. Each of the foregoing provisions of this Section 5 shall expire on the earlier of (a) a Change in Control that has been approved by Majority Sponsor Approval or (b) the closing of the Initial Public Offering.

     5.6 Actions with respect to Participation Rights. In connection with each Issuance to which Section 5 applies, the Company agrees that it shall not enter into any agreement or take any action, the principal purpose of which is to discourage or prevent a particular Participation Offeree from exercising their participating rights pursuant to this Section 5.

6. COVENANTS.

     6.1 Information Rights.

     6.1.1. Historical Financial Information. The Company will furnish to each Sponsor that owns at least 2.5% of the Outstanding Company Shares the following information:

     6.1.1.1 As soon as available, and in any event within 120 days after the end of each fiscal year of the Company, the audited consolidated balance sheet of the Company and its Subsidiaries as at the end of such fiscal year and the related audited consolidated statements of income, cash flows and changes in shareholders’ equity for such fiscal year, setting forth in each case in comparative form the figures for the next preceding fiscal year, accompanied by the report of independent certified public accountants of recognized national standing, to the effect that, except as set forth therein, such consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a basis consistent with prior years and fairly present in all material respects the financial condition of the Company and its Subsidiaries as of the dates thereof and the results of their operations and changes in their cash flows and shareholders’ equity for the periods covered thereby.

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     6.1.1.2 As soon as available, and in any event within 60 days after the end of each fiscal quarter (other than the fourth fiscal quarter) of the Company, the consolidated balance sheet of the Company and its Subsidiaries as at the end of such fiscal quarter and the related consolidated statements of income and cash flows for such quarter and the portion of the fiscal year then ended, setting forth in each case the figures for the corresponding periods of the previous fiscal year in comparative form, all in reasonable detail and all prepared in accordance with GAAP consistently applied.

     6.1.1.3 As soon as available, and in any event within 30 days after the end of each month (other than the last month of a fiscal quarter), the consolidated balance sheet of the Company and its Subsidiaries as at the end of such month and the related consolidated statements of income and cash flows for such month and the portion of the fiscal year then ended (to the extent prepared by the Company), setting forth in each case the figures for the corresponding periods of the previous fiscal year in comparative form, all in reasonable detail.

     6.1.2. Tax Information Within 90 days after the end of each fiscal year to the extent reasonably practicable, and in any event within 120 days after the end of each fiscal year, the Company shall cause to be delivered to any Person who was a Shareholder during such prior fiscal year all information necessary for the preparation of such Person’s income tax returns (whether federal, state or foreign).

     6.1.3. Access. So long as any Sponsor owns at least 5% of the Outstanding Company Shares, such Sponsor shall have the right to (a) inspect, during normal business hours upon reasonable advance notice to the Company and its Subsidiaries, as applicable, and without unreasonably interfering with the Company’s and the Subsidiaries’, as applicable, normal business operations, such of the Company’s and its Subsidiaries’ facilities, records, files and other information as it may reasonably request and (b) meet with the Company’s and its Subsidiaries’ officers, other management personnel and outside accountants to obtain such information regarding the Company and its Subsidiaries and their respective businesses and prospects as it may reasonably request.

     6.1.4. Period. The provisions of Sections 6.1.1.1 and 6.1.1.2 shall expire on the earlier of (a) a Change in Control following which the Majority Sponsors are no longer entitled to receive the benefits of such Section and (b) the Initial Public Offering. The other provisions of this Section 6.1 shall expire on a Change in Control.

     6.2 Confidentiality. Each Shareholder agrees that it will keep confidential and will not disclose, divulge or use for any purpose, other than in connection with its investment in the Company and its Subsidiaries, any confidential information obtained from the Company pursuant to the terms of this Agreement, unless such confidential information (i) is known or becomes known to the public in general (other than as a result of a breach of this Section 6.2 by such Shareholder or its Affiliates), (ii) is or has been independently developed or conceived by such Shareholder without use of the Company’s or any Subsidiary’s confidential information or (iii) is or has been made known or disclosed to such Shareholder by a third party (other than an Affiliate or agent of such Shareholder) without a breach of any obligation of confidentiality such

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third party may have to the Company or any Subsidiary that is known to such Shareholder; provided, however, that a Shareholder may disclose confidential information (a) to its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with its investment in the Company or for evaluating and preparing disclosure pursuant to clause (d) below, (b) to any prospective purchaser of any Shares from such Shareholder as long as such prospective purchaser agrees to be bound by the provisions of this Section 6.2, (c) to any Affiliate, partner or member of such Shareholder in the ordinary course of business, (d) to the extent necessary for a Shareholder to enforce its rights under this Agreement, the other agreements entered into in connection herewith and under the Company Memorandum of Association and Company Articles of Association or (e) as may otherwise be required by law (including reporting under Securities laws and governmental filings); provided that such Shareholder takes reasonable steps to minimize the extent of any such required disclosure, including using best efforts to obtain a protective order in any legal proceeding, and provide the Company with written notice describing the disclosure that was or is to be made; provided, further, that the acts and omissions of any Person to whom such Shareholder may disclose confidential information pursuant to clauses (a) and (c) of the preceding proviso shall be attributable to such Shareholder for purposes of determining such Shareholder’s compliance with this Section 6.2.

     Each of the parties hereto acknowledges that the Sponsors may review the business plans and related proprietary information of many enterprises, including enterprises which may have products or services which compete directly or indirectly with those of the Company or the Subsidiaries. Nothing in this Section 6.2 shall preclude or in any way restrict the Sponsors or their Affiliates from investing or participating in any particular enterprise, or trading in the securities thereof, whether or not such enterprise has products or services that compete with those of the Company or the Subsidiaries. Except as a Sponsor may otherwise agree in writing after the date hereof with respect to itself or its Affiliates (or its or its Affiliates’ employees, officers, directors, partners, members, shareholders, or agents): (i) such Persons shall have the right to, and shall have no duty (contractual or otherwise) not to, directly or indirectly: (A) engage in the same or similar business activities or lines of business as the Company or any of its Subsidiaries and (B) do business with any client or customer of the Company or any of its Subsidiaries; (ii) no such Person shall be liable to the Company or any of its Subsidiaries or Shareholders for breach of any duty (contractual or otherwise) by reason of any such activities or of such Person’s participation therein; and (iii) in the event that any such Person acquires knowledge of a potential transaction or matter that may be a corporate opportunity for the Company or its Subsidiaries on the one hand, and any such Person on the other hand, or any other person, no such Person shall have any duty (contractual or otherwise) to communicate or present such corporate opportunity to the Company or any of its Subsidiaries or any of its Shareholders and, notwithstanding any provision of this Agreement to the contrary, such Persons shall not be liable to the Company or its Subsidiaries or Shareholders for breach of any duty (contractual or otherwise) by reason of the fact that any such Person directly or indirectly pursues or acquires such opportunity for itself, directs such opportunity to another person, or does not present such opportunity to the Company or its Subsidiaries or Shareholders.

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7. REMEDIES.

     7.1 Generally. The parties shall have all remedies available at law, in equity or otherwise in the event of any breach or violation of this Agreement or any default hereunder. The parties acknowledge and agree that in the event of any breach of this Agreement, in addition to any other remedies which may be available, each of the parties hereto shall be entitled to specific performance of the obligations of the other parties hereto and, in addition, to such other equitable remedies (including preliminary or temporary relief) as may be appropriate in the circumstances.

8. LEGENDS.

     8.1 Restrictive Legend. Each certificate representing Shares shall have the following legend endorsed conspicuously thereupon:

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN TRANSFER AND OTHER RESTRICTIONS PURSUANT TO A SHAREHOLDER AGREEMENT DATED AS OF DECEMBER 1, 2005 AMONG THE ISSUER OF SUCH SECURITIES (THE “COMPANY”) AND CERTAIN OF THE COMPANY’S SHAREHOLDERS, AS AMENDED. A COPY OF SUCH SHAREHOLDER AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST.”

     Any Person who acquires Shares which are not subject to the terms of this Agreement shall have the right to have such legend (or the applicable portion thereof) removed from certificates representing such Shares.

     8.2 Securities Act Legend. Each certificate representing Shares shall have the following legend endorsed conspicuously thereupon:

“THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY COUNTRY AND ARE BEING OFFERED AND SOLD IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE SECURITIES PURCHASED HEREUNDER ARE SUBJECT TO RESTRICTIONS ON TRANSFER AND RESALE UNDER A SHAREHOLDER AGREEMENT AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND OTHER APPLICABLE LAWS PURSUANT TO REGISTRATION OR EXEMPTION FROM REGISTRATION REQUIREMENTS THEREUNDER AND UNDER SUCH SHAREHOLDER AGREEMENT”

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     8.3 Stop Transfer Instruction. The Company will instruct any transfer agent not to register the Transfer of any Shares until the conditions specified in the foregoing legends and this Agreement are satisfied.

     8.4 Termination of the Securities Act Legend. The requirement imposed by Section 8.2 shall cease and terminate as to any particular Shares (a) when, in the opinion of counsel reasonably acceptable to the Company, such legend is no longer required in order to assure compliance by the Company with the Securities Act or applicable foreign securities laws or (b) when such Shares have been effectively registered under the Securities Act or transferred pursuant to Rule 144 and in accordance with applicable foreign securities laws. Wherever such requirement shall cease and terminate as to any Shares, the holder thereof shall be entitled to receive from the Company, without expense, new certificates not bearing the legend set forth in Section 8.2.

9. AMENDMENT, TERMINATION, ETC.

     9.1 Oral Modifications. This Agreement may not be orally amended, modified, extended or terminated, nor shall any oral waiver of any of its terms be effective.

     9.2 Written Modifications. Except as otherwise expressly set forth herein, this Agreement may be amended, modified, extended or terminated, and the provisions hereof may be waived, only by an agreement in writing signed by the Company and Sponsors holding not less than 70% of the Outstanding Company Shares; provided, however, the admission of new parties pursuant to the terms of Section 3.3 shall not constitute an amendment of or notification of this Agreement for purposes of this Section 9.2.

Notwithstanding the foregoing, if any amendment, modification, extension, termination or waiver (an “Amendment”) would (i) adversely change or affect the rights of a particular Sponsor in a manner disproportionate to the rights of the Sponsors approving such Amendment, or (ii) adversely impose any additional material obligations on a particular Sponsor, then the consent of such particular Sponsor shall also be required.

Each such Amendment shall be binding upon each party hereto and each Shareholder subject hereto. In addition, each party hereto and each Shareholder subject hereto may waive any right hereunder, as to itself, by an instrument in writing signed by such party or Shareholder. To the extent the Amendment of any Section of this Agreement would require a specific consent pursuant to this Section 9.2, any Amendment to definitions to the extent used in such Section shall also require the specified consent.

     9.3 Effect of Termination. No termination under this Agreement shall relieve any Person of liability for breach prior to termination.

10. DEFINITIONS. For purposes of this Agreement:

     10.1 Certain Matters of Construction. In addition to the definitions referred to or set forth below in this Section 10:

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     (a) The words “hereof,” “herein,” “hereunder” and words of similar import shall refer to this Agreement as a whole and not to any particular Section or provision of this Agreement, and reference to a particular Section of this Agreement shall include all subsections thereof;

     (b) The word “including” shall mean including, without limitation;

     (c) Definitions shall be equally applicable to both nouns and verbs and the singular and plural forms of the terms defined; and

     (d) The masculine, feminine and neuter genders shall each include the other.

     10.2 Definitions. The following terms shall have the following meanings:

     “Acceptance Notice” shall have the meaning set forth in Section 4.3.4.

     “Acquisition” means the acquisition of the Semiconductor Products Group of Agilent pursuant to an Asset Purchase Agreement, and ancillary agreements, between the Company and Agilent dated August 14, 2005, as amended from time to time.

     “Adverse Claim” shall have the meaning set forth in Section 8-102 of the applicable Uniform Commercial Code.

     “Advisory Agreement” shall mean the Advisory Agreement made and entered into as of the Original Agreement Effective Date by and among the Company, Kohlberg Kravis Roberts & Co., L.P., a Delaware limited partnership, and Silver Lake Management Company, L.L.C., a Delaware limited liability company.

     “Affiliate” shall mean, with respect to any Person, (i) any other Person which directly or indirectly through one or more intermediaries controls, or is controlled by, or is under common control with, such Person (for the purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise); provided, however, that neither the Company nor any of its controlled Affiliates shall be deemed an Affiliate of any of the Shareholders (and vice versa); provided, further, neither Integral Capital nor Capstone shall be deemed to be an Affiliate of any of Silver Lake, Avago Partners or KKR, (ii) if such Person is an investment fund, any other investment fund the primary investment advisor to which is the primary investment advisor to such Person or an Affiliate thereof and (iii) if such Person is a natural Person, any Family Member of such natural Person.

     “Agilent” means Agilent Technologies, Inc., a Delaware corporation.

     “Agreement” shall have the meaning set forth in the Preamble.

     “Amendment” shall have the meaning set forth in Section 9.2.

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     “Avago Partners” shall have the meaning set forth in the Preamble.

     “Board” shall have the meaning set forth in the Recitals.

     “Board Designator” has the meaning set forth in Section 2.2.1.

     “Business Day” shall mean any day that is not a Saturday, a Sunday or other day on which banks are required or authorized by law to be closed in Singapore.

     “Capstone” shall have the meaning set forth in the Preamble.

     “Capstone Option” shall have the meaning set forth in the Recitals.

     “Capstone Shareholder Agreement” shall have the meaning set forth in the Recitals.

     “Change in Control” shall mean any transaction or series of related transactions (whether by merger, consolidation or sale or transfer of the Company Equity Shares or assets (including stock of its Subsidiaries), or otherwise) as a result of which an Independent Third Party obtains ownership, directly or indirectly, (i) of Company Equity Shares which represent more then 50% of the total voting power in the Company or (ii) by lease, license, sale or otherwise, of all or substantially all of the assets of the Company and its Subsidiaries on a consolidated basis.

     “Charitable Organization” shall mean a charitable organization as described by Section 501(c)(3) of the Internal Revenue Code of 1986, as in effect from time to time.

     “Co-Investor” shall mean any of Temasek, Geyser, Avago Partners, Integral Capital or Capstone.

     “Company” shall have the meaning set forth in the Preamble.

     “Company Articles of Association” shall mean the amended and restated articles of association of the Company, as amended from time to time.

     “Company Equity Shares” shall mean the Company Shares, the Company Preferred and any other classes of ordinary or preferred shares of the Company.

     “Company First Refusal Deadline” shall have the meaning set forth in Section 4.3.2(a).

     “Company First Refusal Notice” shall have the meaning set forth in Section 4.3.2(a).

     “Company Memorandum of Association” shall mean the amended and restated memorandum of association of the Company, as amended from time to time.

     “Company Preferred” shall have the meaning set forth in the Recitals.

     “Company Shares” shall have the meaning set forth in the Recitals.

     “Convertible Securities” shall mean any evidence of indebtedness, shares of stock, including the Company Preferred, or other securities or rights (other than Options and Warrants)

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which are directly or indirectly convertible into or exchangeable or exercisable for Company Shares.

     “Current Percentage Ownership” of Silver Lake, KKR or a Sponsor means, as of a date of determination, the number of Shares owned by Silver Lake, KKR or such Sponsor, as the case may be, divided by the number of Silver Lake’s, KKR’s or such Sponsor’s, as the case may be, Initial Shares. For purposes of calculating the Current Percentage Ownership of Silver Lake or KKR, each of Silver Lake and KKR shall be deemed to own its pro rata portion of the number of Shares owned by Luxco based upon their ownership of Luxco equity securities.

     “Drag Along Notice” shall have the meaning set forth in Section 4.2.1.

     “Drag Along Sale Percentage” shall have the meaning set forth in Section 4.2.

     “Drag Along Sellers” shall have the meaning set forth in Section 4.2.1.

     “Effective Date” shall have the meaning set forth in Section 1.

     “Equivalent Shares” shall mean, at any date of determination, (a) as to any Outstanding Company Shares, such number of Outstanding Company Shares and (b) as to any outstanding Options, Warrants or Convertible Securities which constitute Shares, the number of Outstanding Company Shares for which or into which such Options, Warrants or Convertible Securities may at the time be exercised, converted or exchanged (or which will become exercisable, convertible or exchangeable on or prior to, or by reason of, the transaction or circumstance in connection with which the number of Equivalent Shares is to be determined).

     “Exchange Act” shall mean the Securities Exchange Act of 1934, as in effect from time to time.

     “Exempt Issuance” shall mean each of the Issuances described in paragraphs (a), (b), (c), (e), (f), (i) and (j) of Section 5.3.

     “Fair Market Value” shall mean, as of any date, as to any Share, property or other asset, the Board’s good faith determination of the fair value of such Share, property or other asset as of the applicable reference date.

     “Family Member” shall mean, with respect to any natural Person, such Person’s spouse and descendants (whether or not adopted) and any trust, family limited partnership or limited liability company that is and remains solely for the benefit of such Person’s spouse and/or descendants.

     “First Refusal Deadline” shall have the meaning set forth in Section 4.3.2(b).

     “First Refusal Holder” shall have the meaning set forth in Section 4.3.1.

     “First Refusal Notice” shall have the meaning set forth in Section 4.3.2(b).

     “First Refusal Purchaser” shall have the meaning set forth in Section 4.3.2(b).

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     “Geyser” shall have the meaning set forth in the Preamble.

     “Indemnitees” shall have the meaning set forth in Section 11.9.

     “Independent Third Party” means any Person or group (within the meaning of Section 13(d)(3) of the Exchange Act) that is not one of the Majority Sponsors (or any Affiliate of such Majority Sponsor, or any officer, director, or employee of such Majority Sponsor or its Affiliates).

     “Initial Public Offering” shall mean the initial firm commitment underwritten Public Offering registered under the Securities Act or equivalent foreign securities laws (other than a registration statement on Form F-4, Form S-4 or Form S-8 (or any similar or successor form or equivalent foreign form)).

     “Initial Shares” shall mean, with respect to Silver Lake, KKR or any Sponsor, the number of Shares owned by Silver Lake, KKR or such Sponsor, as the case may be, on the date hereof, as set forth opposite such Person’s name on Schedule I attached hereto; which number of Shares shall be proportionally adjusted (and Schedule I shall be modified accordingly) for any stock split, combinations, stock dividend or other recapitalization affecting the Company Equity Shares. For purposes of calculating the number of Initial Shares held by each of Silver Lake and KKR, each of Silver Lake and KKR shall be deemed to own its pro rata portion of the number of Company Shares and Company Preferred, as the case may be, owned by Luxco on the date hereof based upon their ownership of Luxco equity securities.

     “Integral Capital” shall have the meaning set forth in the Preamble.

     “Issuance” shall have the meaning set forth in Section 5.

     “Issuer” shall have the meaning set forth in Section 5.

     “KKR Designees” shall have the meaning set forth in Section 2.1.2(b).

     “KKR” shall have the meaning set forth in the Preamble.

     “KKR Europe” shall have the meaning set forth in the Preamble.

     “KKR Europe II” shall have the meaning set forth in the Preamble.

     “KKR Millennium” shall have the meaning set forth in the Preamble.

     “Luxco” shall have the meaning set forth in the Preamble.

     “Luxco Securities Subscription Agreement” shall mean the Securities Subscription Agreement made as of the Effective Date between the Company and Luxco.

     “Majority Sponsor Approval” means the written approval of Silver Lake and KKR.

     “Majority Sponsors” shall mean Silver Lake and KKR, and for so long as Luxco holds Shares, Luxco.

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     “Management Equity Plan” shall have the meaning set forth in the Recitals.

     “Management Shareholder Agreement” shall have the meaning set forth in the Recitals.

     “Management Shareholders” shall have the meaning set forth in the Recitals.

     “Observer” shall have the meaning set forth in Section 2.1.3.

     “Options” shall mean any options to subscribe for, purchase or otherwise directly acquire Company Shares or Company Preferred, other than any such option held by the Company or any right to purchase shares pursuant to this Agreement.

     “Original Agreement” has the meaning set forth in the Recitals.

     “Original Agreement Effective Date” shall have the meaning set forth in the Recitals.

     “Other Securities” shall have the meaning set forth in Section 5.1.3.

     “Outstanding Company Shares” shall mean as of the time of determination, the outstanding Company Shares as of such time, including any Company Shares into which the outstanding Convertible Securities as of such time are convertible (treating such Convertible Securities as a number of outstanding Company Shares for which or into which such Convertible Securities may at the time be converted for all purposes of this Agreement except as otherwise specifically set forth herein). Outstanding Company Shares does not include Company Shares issuable upon exercise of Options or Warrants which have not actually been issued as of the time of determination. In determining Outstanding Company Shares owned by KKR or Silver Lake, in addition to the application of Section 11.1, (i) each of KKR, Silver Lake, Integral Capital, Capstone and Avago Partners shall be deemed to own their pro rata share of Company Equity Securities owned by Luxco based upon their ownership of Luxco equity securities and (ii) each of KKR and Silver Lake shall be deemed to own Company Equity Shares owned, or deemed owned pursuant to clause (i) above, by Avago Partners.

     “Participating Buyer” shall have the meaning set forth in Section 5.1.2(a).

     “Participating Seller” shall have the meaning set forth in Sections 4.1.2 and 4.2.1.

     “Participation Notice” shall have the meaning set forth in Section 5.1.1.

     “Participation Offerees” shall have the meaning set forth in Section 5.1.1.

     “Participation Portion” shall have the meaning set forth in Section 5.1.1(a).

     “Permitted Transferee” shall mean, with respect to any Shareholder, an Affiliate of such Shareholder (other than any “portfolio company” of such Shareholder or any entity controlled by any portfolio company of such Shareholder); provided that such transferee shall agree to be bound by the terms of this Agreement in accordance with Section 3.3. With respect to Temasek, Permitted Transferees of Temasek includes Affiliates of Temasek Holdings (Private) Limited.

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     “Person” shall mean any individual, partnership, corporation, company, association, trust, joint venture, limited liability company, unincorporated organization, entity or division, or any government, governmental department or agency or political subdivision thereof.

     “Price Per Equivalent Share” shall mean the Board’s good faith determination of the price per Equivalent Share of any Convertible Securities or Options which are the subject of an Issuance pursuant to Section 5 hereof.

     “Pro Rata Portion” shall mean:

     (a) for purposes of Section 4.1.4 with respect to each Tag Along Seller, a number of Shares equal to the aggregate number of Shares of the applicable class that the Prospective Buyer is willing to purchase in the proposed Sale, multiplied by a fraction, the numerator of which is the aggregate number of Shares of the applicable class held by such Tag Along Seller and the denominator of which is the aggregate number of Shares of the applicable class held by all Tag Along Sellers; and

     (b) for purposes of Section 4.3.6, with respect to each First Refusal Purchaser, a number of Shares equal to (i) the aggregate number of Subject Shares of the applicable class minus the number of Subject Shares of the applicable class purchased by the Company pursuant to Section 4.3.6(b)(i), multiplied by (ii) a fraction, the numerator of which is the aggregate number of Shares of the applicable class held by such First Refusal Purchaser and the denominator of which is the aggregate number of Shares of the applicable class held by all First Refusal Purchasers.

     “Prospective Buyer” shall mean any Person, including the Company or any of its Subsidiaries, proposing to purchase or otherwise acquire Shares from a Prospective Selling Shareholder.

     “Prospective Selling Shareholder” shall mean:

     (a) for purposes of Section 4.1, any Majority Sponsor that proposes to Transfer any Shares to any Prospective Buyer;

     (b) for purposes of Section 4.2, any Shareholder forming part of the group of Majority Sponsors that has elected to exercise the drag along right provided by such Section; and

     (c) for purposes of Section 4.3, any Shareholder other than a Majority Sponsor that proposes to Transfer any Shares in a transaction that is subject to such Section.

     “Prospective Subscriber” shall have the meaning set forth in Section 5.1.1(a).

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     “Public Offering” shall mean a public offering and sale of Company Shares by the Company (or any successor) pursuant to an effective registration statement under the Securities Act and/or in compliance with equivalent applicable foreign securities laws.

     “Registration Rights Agreement” shall have the meaning set forth in Section 11.4.

     “Related Holder” shall have the meaning set forth in Section 3.4.

     “Rule 144” shall mean Rule 144 under the Securities Act (or any successor rule).

     “Sale” shall mean a Transfer for value and the terms “Sell” and “Sold” shall have correlative meanings.

     “Sale Notice” shall have the meaning set forth in Section 4.3.1.

     “Securities Act” shall mean the United States Securities Act of 1933, as in effect from time to time.

     “Securities Subscription Agreement” shall mean the Securities Subscription Agreement made as of the Original Agreement Effective Date among the Company and each of the investors listed on Schedule 1 thereto.

     “Senior Manager” shall mean the chief executive officer (or if none, the highest ranking executive officer) of the Company, and any management employee of the Company that reports directly to the chief executive officer (or if none, the highest ranking executive officer) of the Company.

     “Shareholders” shall have the meaning set forth in the Preamble.

     “Shares” shall mean (a) all Outstanding Company Shares held by a Shareholder, whenever issued, including all Outstanding Company Shares issued upon the exercise, conversion or exchange of any Options, Warrants or Convertible Securities, and (b) all Options, Warrants and Convertible Securities held by a Shareholder (treating such Options, Warrants and Convertible Securities as a number of Company Shares equal to the number of Equivalent Shares represented by such Options, Warrants and Convertible Securities for all purposes of this Agreement except as otherwise specifically set forth herein). For clarification purposes, the Company Shares and Company Preferred are each a separate class of Shares.

     “Silver Lake” shall have the meaning set forth in the Preamble.

     “SLP” shall have the meaning set forth in the Preamble.

     “SLP Cayman” shall have the meaning set forth in the Preamble.

     “SLP Designees” shall have the meaning set forth in Section 2.1.2(a).

     “Sponsor Designees” shall have the meaning set forth in Section 2.1.2(c).

     “Sponsors” shall mean the Majority Sponsors and the Co-Investors.

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     “Subject Securities” shall have the meaning set forth in Section 5.

     “Subject Shares” shall have the meaning set forth in Section 4.3.1(a).

     “Subsidiary” means, with respect to any Person, any company, corporation, partnership, limited liability company, association, joint venture or other business entity of which (i) if a company or corporation, at least 50% of the total voting power of shares or stock entitled (irrespective of whether, at the time, stock of any other class or classes of such corporation shall have or might have voting power by reason of the happening of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof, or (ii) if a partnership, limited liability company, association, joint venture or other business entity, at least 50% of the partnership, joint venture or other similar ownership interest thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more Subsidiaries of that Person or a combination thereof. For purposes hereof, references to a “Subsidiary” of any Person shall be given effect only at such times that such Person has one or more Subsidiaries, and, unless otherwise indicated, the term “Subsidiary” refers to a Subsidiary of the Company.

     “Tag Along Deadline” shall have the meaning set forth in Section 4.1.2.

     “Tag Along Holder” shall have the meaning set forth in Section 4.1.1.

     “Tag Along Notice” shall have the meaning set forth in Section 4.1.1.

     “Tag Along Offer” shall have the meaning set forth in Section 4.1.2.

     “Tag Along Sale Percentage” shall have the meaning set forth in Section 4.1.1(a).

     “Tag Along Sellers” shall have the meaning set forth in Section 4.1.2.

     “Temasek” shall have the meaning set forth in the Preamble.

     “Temasek Designee” shall have the meaning set forth in Section 2.1.2(c).

     “Third-Party Claim” shall have the meaning set forth in Section 11.9.

     “Transaction Agreements” shall mean this Agreement, the Registration Rights Agreement, the Securities Subscription Agreement and the Luxco Securities Subscription Agreement.

     “Transfer” shall mean any sale, pledge, assignment, encumbrance or other transfer or disposition of any Shares to any other Person, whether directly, indirectly, voluntarily, involuntarily, by operation of law, pursuant to judicial process or otherwise.

     “Warrants” shall mean any warrants to subscribe for, purchase or otherwise directly acquire Company Equity Shares.

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     “Wholly Owned Subsidiary” means any Subsidiary of the Company of which all of the capital stock or other ownership interests (including any options, warrants, or other securities convertible into, or exercisable or exchangeable for, equity securities) are owned by the Company and/or one or more Wholly Owned Subsidiaries.

11. MISCELLANEOUS.

     11.1 Aggregation of Shares. All Shares held by a Shareholder and its Affiliates shall be aggregated together for purposes of (a) determining the availability of any rights under Sections 2, 3.4, 4, 5, 6 and 9.2 and (b) applying the defined terms “Initial Shares” and “Current Percentage Ownership”. Each of Silver Lake and KKR shall be deemed to own its own, its Affiliates’ and Avago Partners’ pro rata portion of the number of Outstanding Company Shares owned by Luxco, in addition to all Shares held directly by Avago Partners, for purposes of determining the availability of any rights of Silver Lake and KKR under Section 2 and Section 6.1. Silver Lake shall also be deemed to own Integral Capital’s pro rata portion of the number of Outstanding Company Shares owned by Luxco, in addition to all Shares held directly by Integral Capital, for purposes of determining the availability of any rights of Silver Lake under Section 6.1. If the Shares held by a Sponsor are held by or transferred to one or more Affiliates or Permitted Transferees of such Sponsor, then for purposes of this Agreement, the vote or action of such Sponsor shall be made by the holder(s) of a majority of the Shares of the relevant class(es) held by such Sponsor, Affiliates and Permitted Transferees as to which such vote or action is to be made.

     11.2 Authority; Effect. Each party hereto represents and warrants to and agrees with each other party that the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized on behalf of such party and do not violate any agreement or other instrument applicable to such party or by which its assets are bound. This Agreement does not, and shall not be construed to, give rise to the creation of a partnership among any of the parties hereto, or to constitute any of such parties members of a joint venture, group or other association.

     11.3 Notices. Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given, delivered and effective on the earliest of (i) the date of receipt of confirmation of transmission, if such notice or communication is delivered via facsimile at the facsimile telephone number specified in this Section 11.3 prior to 5:00 p.m. (New York time) on a Business Day, (ii) the Business Day after the date of receipt of confirmation of transmission, if such notice or communication is delivered via facsimile at the facsimile telephone number specified in this Agreement later than 5:00 p.m. (local time for the recipient) on any Business Day and earlier than 11:59 p.m. (local time for the recipient) on the day preceding the next Business Day, (iii) one (1) Business Day after being sent, if sent by nationally recognized overnight courier service (charges prepaid), (iv) the date of receipt of a non-automated reply email confirming receipt, if sent via email, or (v) upon actual receipt by the party to whom such notice is required to be given. The address for such notices and communications shall be as follows (or such other address as any such party shall designate by written notice to the other parties):

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If to the Company:

	Avago Technologies Limited
	No. 1 Yishun Avenue 7
	Singapore 768923
	Singapore
	Facsimile:	(408) 435-4288
	Attention:	Dick M. Chang and Rex Jackson
	E-mail:	dick.chang@avagotech.com and rex.jackson@avagotech.com
with a copy to:
	Kohlberg Kravis Roberts & Co.
	2800 Sand Hill Road, Suite 200
	Menlo Park, California 94025
	Facsimile:	(650) 233-6574 and (650) 233-6548
	Attention:	James H. Greene Jr. and Adam A. Clammer
	E-mail:	jgreene@kkr.com and adam@kkr.com
and with a copy to:
	Silver Lake Partners 2725 Sand Hill Road, Suite 150 Menlo Park, California 94025
	Facsimile:	(650) 234-2593
	Attention:	Alan K. Austin, Managing Director and Chief Operating Officer, and Yolande Jun, Chief Financial Officer
	E-mail:	alan.austin@silverlake.com and yolande.jun@silverlake.com
and with a copy to:
	Latham & Watkins LLP 135 Commonwealth Drive Menlo Park, CA 94025
	Facsimile:	(650) 463-2600
	Attention:	Peter F. Kerman
	E-mail:	peter.kerman@lw.com
If to Luxco:
	Bali Investments S.à r.l.
	9, rue Schiller
	L-2519 Luxembourg
	Luxembourg
	Facsimile:	+352 466 234
	Attention:	Susanne Th. Kortekaas
	E-mail:	susanne.kortekas@loyens.com

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with a copy to:
	Kohlberg Kravis Roberts & Co. 2800 Sand Hill Road, Suite 200 Menlo Park, California 94025
	Facsimile:	(650) 233-6574 and (650) 233-6548
	Attention:	James H. Greene Jr. and Adam A. Clammer
	E-mail:	jgreene@kkr.com and adam@kkr.com
and with a copy to:
	Silver Lake Partners 2725 Sand Hill Road, Suite 150 Menlo Park, California 94025
	Facsimile:	(650) 234-2593
	Attention:	Alan K. Austin, Managing Director and Chief Operating Officer, and Yolande Jun, Chief Financial Officer
	E-mail:	alan.austin@silverlake.com and yolande.jun@silverlake.com
and with a copy to:
	Latham & Watkins LLP 135 Commonwealth Drive Menlo Park, CA 94025
	Facsimile:	(650) 463-2600
	Attention:	Peter F. Kerman
	E-mail:	peter.kerman@lw.com
If to Avago Partners:
	Avago Investment Partners, Limited Partnership c/o Walkers SPV Limited PO Box 908GT George Town, Grand Cayman Cayman Islands
	Facsimile:	(345) 814-8217
	Attention:	Iain McMurdo
	E-mail:	imcmurdo@walkers.com.ky
with a copy to:
	Kohlberg Kravis Roberts & Co. 2800 Sand Hill Road, Suite 200 Menlo Park, California 94025
	Facsimile:	(650) 233-6574 and (650) 233-6548
	Attention:	James H. Greene Jr. and Adam A. Clammer
	E-mail:	jgreene@kkr.com and adam@kkr.com

- 42 -

and with a copy to:
	Silver Lake Partners 2725 Sand Hill Road, Suite 150 Menlo Park, California 94025
	Facsimile:	(650) 234-2593
	Attention:	Alan K. Austin, Managing Director and Chief Operating Officer, and Yolande Jun, Chief Financial Officer
	E-mail:	alan.austin@silverlake.com and yolande.jun@silverlake.com
and with a copy to:
	Latham & Watkins LLP 135 Commonwealth Drive Menlo Park, CA 94025
	Facsimile:	(650) 463-2600
	Attention:	Peter F. Kerman
	E-mail:	peter.kerman@lw.com
If to Silver Lake:
	Silver Lake Partners II Cayman and Silver Lake Technology Investors II Cayman c/o Walkers SPV Limited PO Box 908GT George Town, Grand Cayman Cayman Islands
	Facsimile:	(345) 814-8217
	Attention:	Iain McMurdo
	E-mail:	imcmurdo@walkers.com.ky
with a copy to:
	Silver Lake Partners 2725 Sand Hill Road, Suite 150 Menlo Park, California 94025
	Facsimile:	(650) 234-2593
	Attention:	Alan K. Austin, Managing Director and Chief Operating Officer, and Yolande Jun, Chief Financial Officer
	E-mail:	alan.austin@silverlake.com and yolande.jun@silverlake.com

- 43 -

and with a copy to:
	Latham & Watkins LLP 135 Commonwealth Drive Menlo Park, CA 94025
	Facsimile:	(650) 463-2600
	Attention:	Peter F. Kerman
	E-mail:	peter.kerman@lw.com
If to KKR:
	KKR Millennium Fund (Overseas), KKR European Fund, KKR European Fund II and KKR Partners (International) c/o Eeson & Woolstencroft LLP Suite 500, 603 - 7th Avenue S.W. Calgary, Alberta Canada
	Facsimile:	(403) 264-1603
	Attention:	Mark N. Woolstencroft
	E-mail:	mark.woolstencroft@ewlegal.com
with a copy to:
	Kohlberg Kravis Roberts & Co. 2800 Sand Hill Road, Suite 200 Menlo Park, California 94025
	Facsimile:	(650) 233-6574 and (650) 233-6548
	Attention:	James H. Greene Jr. and Adam A. Clammer
	E-mail:	jgreene@kkr.com and adam@kkr.com
and with a copy to:
	Latham & Watkins LLP 135 Commonwealth Drive Menlo Park, CA 94025
	Facsimile:	(650) 463-2600
	Attention:	Peter F. Kerman
	E-mail:	peter.kerman@lw.com
If to Integral Capital:
	Integral Capital Partners 3000 Sand Hill Road Bldg. 3, Suite 240 Menlo Park, California 94025
	Facsimile:	(650) 233-0366
	Attention:	Pamela K. Hagenah
	E-mail:	pam@icp.com

- 44 -

If to Temasek:
	Seletar Investments Pte. Ltd. 60B Orchard Road #06-18 Tower 2 The Atrium @ Orchard Singapore 238891 Singapore
	Facsimile:	011-65-6821-1172
	Attention:	Dennis Siew and Andrew Yeo
	E-mail:	dsiew@temasek.com.sg and andrewyeo@temasek.com.sg
with a copy to:
	Milbank, Tweed, Hadley & McCloy LLP 30 Raffles Place #14-00 Caltex House Singapore 048622 Singapore
	Facsimile:	011-65-6428-2500 and (650) 739-7100
	Attention:	David H. Zemans and Melainie K. Mansfield
	E-mail:	dzemans@milbank.com and mmansfield@milbank.com
If to Geyser:
	Geyser Investment Pte Ltd c/o GIC 168 Robinson Road #37-01 Capital Tower Singapore 068912 Singapore
	Facsimile:	011-65-6889-6891
	Attention:	Ng Kin Sze
	E-mail:	ngkinsze@gic.com.sg
with a copy to:
	Geyser Investment Pte Ltd c/o GIC Special Investments Pte. Ltd. 255 Shoreline Drive, Suite 600 Redwood City, CA 94065
	Facsimile:	(650) 802-1213
	Attention:	Tay Lim Hock and Soo Yar Ping
	E-mail:	taylimhock@gic.com.sg and sooyarping@gic.com.sg

- 45 -

and with a copy to:
	Heller Ehrman LLP 333 Bush Street San Francisco, CA 94104-2878
	Facsimile:	(415) 772-6268
	Attention:	Randall B. Schai
	E-mail:	randall.schai@hellerehrman.com
If to Capstone:
	Capstone Equity Investors LLC 9 West 57th Street New York, New York 10019
	Facsimile:	(212) 230-9795
	Attention:	Dean Nelson
	E-mail:	nelsd@kkr.com

     11.4 Binding Effect, Etc. Except for the Company Memorandum of Association, the Company Articles of Association, the Management Shareholder Agreement, the Capstone Shareholder Agreement, the Securities Subscription Agreement, the Luxco Securities Subscription Agreement and the Registration Rights Agreement dated as of the Original Agreement Effective Date among the Company, the Sponsors and certain other Persons (as amended from time to time, the “Registration Rights Agreement”), this Agreement constitutes the entire agreement of the parties with respect to its subject matter, supersedes all prior or contemporaneous oral or written agreements or discussions with respect to such subject matter, including the term sheet dated August 14, 2005 among the Company, Temasek, Geyser and certain entities affiliated with KKR and Silver Lake, and shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, representatives, successors and permitted assigns. Except as otherwise expressly provided herein, no holder party hereto may assign any of its respective rights or delegate any of its respective obligations under this Agreement without the prior written consent of each of the Sponsors, and any attempted assignment or delegation in violation of the foregoing shall be null and void.

     11.5 Descriptive Heading. The descriptive headings of this Agreement are for convenience of reference only, are not to be considered a part hereof and shall not be construed to define or limit any of the terms or provisions hereof.

     11.6 Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one instrument.

     11.7 Severability. In the event that any provision hereof would, under applicable law, be invalid or unenforceable in any respect, such provision shall be construed by modifying or limiting it so as to be valid and enforceable to the maximum extent compatible with, and possible under, applicable law. The provisions hereof are severable, and in the event any provision hereof

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should be held invalid or unenforceable in any respect, it shall not invalidate, render unenforceable or otherwise affect any other provision hereof.

     11.8 No Recourse. Notwithstanding anything that may be expressed or implied in this Agreement, the Company and each Shareholder covenant, agree and acknowledge that no recourse under this Agreement or any documents or instruments delivered in connection with this Agreement shall be had against any current or future director, officer, employee, general or limited partner, Shareholder, holder of beneficial interest or member of any Shareholder or of any Affiliate or assignee thereof, as such, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law, it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by any current or future officer, agent or employee of any shareholder or any current or future member of any Shareholder or any current or future director, officer, employee, partner, shareholder, holder of beneficial interest or member of any Shareholder or of any Affiliate or assignee thereof, as such, for any obligation of any Shareholder under this Agreement or any documents or instruments delivered in connection with this Agreement for any claim based on, in respect of or by reason of such obligations or their creation.

     11.9 Expenses; Indemnity. To the extent permitted by applicable law, the Company and the Subsidiaries, jointly and severally, will pay, and will indemnify, exonerate and hold each of the Sponsors, and each of their respective partners, shareholders, members, Affiliates, directors, officers, fiduciaries, managers, controlling Persons, employees and agents and each of the partners, shareholders, members, Affiliates, directors, officers, fiduciaries, managers, controlling Persons, employees and agents of each of the foregoing (collectively, the “Indemnitees”) free and harmless from and against any and all liability for payment of, the out-of-pocket expenses (including reasonable fees and expenses of all advisors, accountants and counsel) incurred by the Indemnitees or any of them, in connection with: (a) any amendments or waivers (whether or not the same become effective) under or in respect of this Agreement, the other Transaction Agreements, the Company Memorandum of Association or the Company Articles of Association, (b) the interpretation of, and enforcement of the rights granted under, this Agreement, the other Transaction Agreements, the Company Memorandum of Association or the Company Articles of Association, (c) any transaction to which the Company or any of the Subsidiaries is a party and as to which such Person seeks advice of counsel, and (d) any Third-Party Claim arising out of its investment in the Company (other than liabilities arising out of its breach of this Agreement, any of the other Transaction Agreements, or any other agreement or instrument to which such Indemnitee is or becomes a party). If and to the extent that the foregoing undertaking may be unavailable or unenforceable for any reason, the Company and the Subsidiaries, jointly and severally, hereby agree to make the maximum contribution to the payment and satisfaction of each of the foregoing indemnified liabilities which is permissible under applicable law. The rights of any Indemnitee to indemnification hereunder will be in addition to any other rights any such Person may have under any other agreement or instrument referenced above or any other agreement or instrument to which such Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under law or regulation. A “Third-Party Claim” means any (i) claim brought by a Person other than the Company or any of the Subsidiaries, a Sponsor or any Indemnitee and (ii) any derivative claim brought in the name of the Company or any of the Subsidiaries that is initiated by a Person other than a Sponsor or any Indemnitee.

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     11.10 No Third Party Beneficiaries. Nothing in this Agreement is intended to confer upon any Person other than the parties hereto any rights or remedies hereunder.

     11.11 Consent of Shareholders to Advisory Agreement. Each of the Shareholders hereby acknowledges that the Company has entered into the Advisory Agreement under which certain Affiliates of KKR and Silver Lake will receive fees and reimbursement of expenses not received by the other Shareholders or any of their Affiliates, and each such Shareholder agrees and consents to the Company entering into the Advisory Agreement and to the payment by the Company, and the receipt by certain Affiliates of KKR and SLP, of the amounts provided for by the Advisory Agreement; provided, however, no amendment to the Advisory Agreement that materially increases the financial benefits payable to KKR, Silver Lake or both thereunder shall be entered into without the prior written approval of a majority of the Company’s disinterested directors or a majority in interest of the Company’s disinterested shareholders.

12. GOVERNING LAW.

     12.1 Governing Law. The Singapore Companies Act will govern all issues concerning the internal corporate affairs of the Company. All other claims arising out of or based upon this Agreement or relating to the subject matter hereof shall be governed by and construed in accordance with the domestic substantive laws of the State of New York without giving effect to any choice or conflict of laws provision or rule that would cause the application of the domestic substantive laws of any other jurisdiction.

     12.2 Consent to Jurisdiction. Each party to this Agreement, by its execution hereof, (a) hereby irrevocably submits to the exclusive jurisdiction of the United States District Court for the Southern District of New York and the state courts sitting in the State of New York, County of New York for the purpose of any action, claim, cause of action or suit (in contract, tort or otherwise), inquiry, proceeding or investigation arising out of or based upon this Agreement or relating to the subject matter hereof, (b) hereby waives to the extent not prohibited by applicable law, and agrees not to assert, and agrees not to allow any of its subsidiaries to assert, by way of motion, as a defense or otherwise, in any such action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that any such proceeding brought in one of the above-named courts is improper, or that this Agreement or the subject matter hereof or thereof may not be enforced in or by such court and (c) hereby agrees not to commence or maintain any action, claim, cause of action or suit (in contract, tort or otherwise), inquiry, proceeding or investigation arising out of or based upon this Agreement or relating to the subject matter hereof or thereof other than before one of the above-named courts nor to make any motion or take any other action seeking or intending to cause the transfer or removal of any such action, claim, cause of action or suit (in contract, tort or otherwise), inquiry, proceeding or investigation to any court other than one of the above-named courts whether on the grounds of inconvenient forum or otherwise. Notwithstanding the foregoing, to the extent that any party hereto is or becomes a party in any litigation in connection with which it may assert indemnification rights set forth in this agreement, the court in which such litigation is being heard shall be deemed to be included in clause (a) above. Notwithstanding the foregoing, any party to this Agreement may commence and maintain an action to enforce a judgment of any of the above-named courts in any court of competent jurisdiction. Each party hereto hereby consents to service of process in any such

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proceeding in any manner permitted by New York law, and agrees that service of process by registered or certified mail, return receipt requested, at its address specified pursuant to Section 11.3 hereof is reasonably calculated to give actual notice.

     12.3 WAIVER OF JURY TRIAL. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW WHICH CANNOT BE WAIVED, EACH PARTY HERETO HEREBY WAIVES AND COVENANTS THAT IT WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE) ANY RIGHT TO TRIAL BY JURY IN ANY FORUM IN RESPECT OF ANY ISSUE OR ACTION, CLAIM, CAUSE OF ACTION OR SUIT (IN CONTRACT, TORT OR OTHERWISE), INQUIRY, PROCEEDING OR INVESTIGATION ARISING OUT OF OR BASED UPON THIS AGREEMENT OR THE SUBJECT MATTER HEREOF OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE TRANSACTIONS CONTEMPLATED HEREBY, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING. EACH PARTY HERETO ACKNOWLEDGES THAT IT HAS BEEN INFORMED BY THE OTHER PARTIES HERETO THAT THIS SECTION 12.3 CONSTITUTES A MATERIAL INDUCEMENT UPON WHICH THEY ARE RELYING AND WILL RELY IN ENTERING INTO THIS AGREEMENT. ANY PARTY HERETO MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 12.3 WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF EACH SUCH PARTY TO THE WAIVER OF ITS RIGHT TO TRIAL BY JURY.

     12.4 Exercise of Rights and Remedies. No delay of or omission in the exercise of any right, power or remedy accruing to any party as a result of any breach or default by any other party under this Agreement shall impair any such right, power or remedy, nor shall it be construed as a waiver of or acquiescence in any such breach or default, or of any similar breach or default occurring later; nor shall any such delay, omission nor waiver of any single breach or default be deemed a waiver of any other breach or default occurring before or after that waiver.

* * Signature pages follow * *

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          IN WITNESS WHEREOF, the parties have executed this Amended and Restated Shareholder Agreement on the day and year first written above.

COMPANY:
AVAGO TECHNOLOGIES LIMITED
By:	/s/ James H. Greene Jr.
Name:	James H. Greene Jr.
Title:	Director

Signature Page to Amended and Restated Shareholder Agreement for Avago Technologies Limited

SPONSORS:
BALI INVESTMENTS S.à R.L.
By:	/s/ James H. Greene Jr.
Name:	James H. Greene Jr.
Title:	Manager

Signature Page to Amended and Restated Shareholder Agreement for Avago Technologies Limited

SILVER LAKE PARTNERS II CAYMAN, L.P.
By: Silver Lake Technology Associates II           Cayman, L.P., its General Partner
By: Silver Lake (Offshore) AIV GP II, Ltd.,           its General Partner
By:	/s/ Alan K. Austin
Name:	Alan K. Austin
Title:	Director
SILVER LAKE TECHNOLOGY INVESTORS II CAYMAN, L.P.
By: Silver Lake (Offshore) AIV GP II, Ltd.,            its General Partner
By:	/s/ Alan K. Austin
Name:	Alan K. Austin
Title:	Director

Signature Page to Amended and Restated Shareholder Agreement for Avago Technologies Limited

KKR MILLENNIUM FUND (OVERSEAS), LIMITED PARTNERSHIP
By: KKR Associates Millennium (Overseas),         Limited Partnership, its General Partner
By: KKR Millennium (Overseas), Limited, its         General Partner
By:	/s/ James H. Greene Jr.
Name:	James H. Greene Jr.
Title:	Director
KKR EUROPEAN FUND, LIMITED PARTNERSHIP
By: KKR Associates Europe, Limited         Partnership, its General Partner
By: KKR Europe Limited, its General Partner
By:	/s/ James H. Greene Jr.
Name:	James H. Greene Jr.
Title:	Director
KKR EUROPEAN FUND II, LIMITED PARTNERSHIP
By: KKR Associates Europe II, Limited         Partnership, its General Partner
By: KKR Europe II Limited, its General         Partner
By:	/s/ James H. Greene Jr.
Name:	James H. Greene Jr.
Title:	Director
KKR PARTNERS (INTERNATIONAL), LIMITED PARTNERSHIP
By: KKR 1996 Overseas, Limited
By:	/s/ James H. Greene Jr.
Name:	James H. Greene Jr.
Title:	Director

Signature Page to Amended and Restated Shareholder Agreement for Avago Technologies Limited

INTEGRAL CAPITAL PARTNERS VII, L.P.
By: Integral Capital Management VII, LLC,         its General Partner
By:	/s/ Pamela K. Hagenah
Name:	Pamela K. Hagenah
Title:	Manager

Signature Page to Amended and Restated Shareholder Agreement for Avago Technologies Limited

AVAGO INVESTMENT PARTNERS, LIMITED PARTNERSHIP
By: Avago Investment G.P., Limited, its         General Partner
By:	/s/ James H. Greene Jr.
Name:	James H. Greene Jr.
Title:	KKR Officer
By:	/s/ Alan K. Austin
Name:	Alan K. Austin
Title:	SLP Officer

Signature Page to Amended and Restated Shareholder Agreement for Avago Technologies Limited

SELETAR INVESTMENTS PTE. LTD.
By:	/s/ Dennis Siew
Name:	Dennis Siew
Title:	Authorized Signatory

Signature Page to Amended and Restated Shareholder Agreement for Avago Technologies Limited

GEYSER INVESTMENT PTE LTD
By:	/s/ Lim Hock Tay
Name:	Lim Hock Tay
Title:	Authorized Signatory

Signature Page to Amended and Restated Shareholder Agreement for Avago Technologies Limited

CAPSTONE EQUITY INVESTORS LLC
By:	/s/ Dean Nelson
Name:	Dean Nelson
Title:	Managing Member

Signature Page to Amended and Restated Shareholder Agreement for Avago Technologies Limited

EX-10.30

Exhibit-10.30

Execution Copy
 

REGISTRATION RIGHTS AGREEMENT

among

Avago Technologies Limited,

Silver Lake Partners II Cayman, L.P.,

Silver Lake Technology Investors II Cayman, L.P.,

Integral Capital Partners VII, L.P.,

KKR Millennium Fund (Overseas), Limited Partnership,

KKR European Fund, Limited Partnership,

KKR European Fund II, Limited Partnership,

KKR Partners (International), Limited Partnership,

Capstone Equity Investors LLC,

Avago Investment Partners, Limited Partnership,

Bali Investments S.à r.l.,

Seletar Investments Pte. Ltd.,

Geyser Investment Pte. Ltd. and

certain other Persons

Dated as of December 1, 2005

TABLE OF CONTENTS

	Page
1. DEMAND REGISTRATIONS		2
1.1. Requests for Registration		2
1.2. Demand Notice		2
1.3. Demand Registration Expenses		3
1.4. Short-Form Registrations		3
1.5. Priority on Demand Registrations		3
1.6. Restrictions on Demand Registrations		3
1.7. Selection of Underwriters		4
1.8. Other Registration Rights		4
2. PIGGYBACK REGISTRATIONS		4
2.1. Right to Piggyback		4
2.2. Piggyback Expenses		4
2.3. Priority on Primary Registrations		5
2.4. Priority on Secondary Registrations		5
3. REGISTRATION GENERALLY		5
3.1. Registration Procedures		5
3.2. Registration Expenses		10
3.3. Participation in Underwritten Offerings		10
3.4. Holdback Agreements		11
3.4.1. Securityholder Holdback		11
3.4.2. Company Holdback		12
3.5. Current Public Information		12
4. INDEMNIFICATION		12
4.1. Indemnification by the Company		12
4.2. Indemnification by Holders of Registrable Securities		13
4.3. Procedure		13
4.4. Entry of Judgment; Settlement		14
4.5. Contribution		14
4.6. Other Rights		15
5. DEFINITIONS		15
6. MISCELLANEOUS		18
6.1. No Inconsistent Agreements; Foreign Registration		18
6.2. Remedies		19
6.3. Amendment and Waiver		19
6.4. Successors and Assigns; Transferees		19
6.5. Severability		20
6.6. Counterparts		20
6.7. Descriptive Headings		20

i

	Page
6.8. Notices		20
6.9. Delivery by Facsimile		26
6.10. Governing Law		26

ii

REGISTRATION RIGHTS AGREEMENT

     This Registration Rights Agreement (this “Agreement”) is made as of December 1, 2005 (the “Effective Date”) by and among:

(i)	Avago Technologies Limited, a Singapore public limited company (together with its successors and permitted assigns, the “Company”);
(ii)	Bali Investments S.à r.l., a company organized under the laws of Luxembourg (together with its Affiliates, “Luxco”);
(iii)	Silver Lake Partners II Cayman, L.P. (“SLP Cayman”), Silver Lake Technology Investors II Cayman, L.P. (together with SLP Cayman and their respective Affiliates, “Silver Lake”) and Integral Capital Partners VII, L.P. (“Integral Capital”);
(iv)	KKR Millennium Fund (Overseas), Limited Partnership, KKR European Fund, Limited Partnership, KKR European Fund II, Limited Partnership, and KKR Partners (International), Limited Partnership (collectively, and together with their respective Affiliates, “KKR”, and together with Luxco and Silver Lake, the “Majority Sponsors”);
(v)	Capstone Equity Investors LLC, a Delaware limited liability company (“Capstone”);
(vi)	Avago Investment Partners, Limited Partnership, a limited partnership formed under the Exempt Limited Partnership Law (2003 Revision) of the Cayman Islands (together with its Affiliates, “Avago Partners”);
(vii)	Seletar Investments Pte. Ltd., a private limited company organized under the laws of Singapore (together with its Affiliates, “Temasek”);
(viii)	Geyser Investment Pte. Ltd., a private limited company organized under the laws of Singapore (together with its Affiliates, “Geyser”);
(ix)	Avago Investment Partners, Limited Partnership, a Cayman Island exempted limited partnership (together with its Affiliates, “Avago Partners”); and
(x)	such other Persons, if any, that from time to time become parties hereto pursuant to Section 6.4 hereof (collectively, together with the Majority Sponsors, Temasek, Geyser, Integral Capital, Capstone and Avago Partners, the “Shareholders”).

RECITALS

     WHEREAS, the Company, as of the date hereof, is authorized pursuant to a shareholders’ resolution dated November 19, 2005 to issue 350,000,000 Ordinary Shares, par value S$1.00 per share (the “Common Shares”).

     WHEREAS, as of or after the date hereof, certain employees of the Company and its Subsidiaries may purchase Common Shares, or receive options exercisable for Common Shares,

pursuant to the Equity Incentive Plan for Executive Employees of Avago Technologies Limited and Subsidiaries, as amended from time to time according to its terms (the “Management Equity Plan”). With respect to any Common Shares purchased by such employees under the Management Equity Plan, or any Common Shares issued to such employees upon exercise of any options granted under the Management Equity Plan, the holders thereof (and their permitted transferees) (collectively, the “Management Shareholders”) will be subject to the terms of the Management Shareholder Agreement (the “Management Shareholder Agreement”).

     WHEREAS, the parties hereto desire for the Company to provide the registration rights set out in this Agreement. Unless otherwise noted in this Agreement, capitalized terms used herein shall have the meanings set forth in Section 5.

AGREEMENT

     NOW, THEREFORE, the parties to this Agreement hereby agree as follows:

1. DEMAND REGISTRATIONS.

     1.1. Requests for Registration. At any time prior to the Initial Public Offering, a Majority Sponsor may initiate the registration of Common Shares to be sold in the Initial Public Offering; provided such initiation shall require Majority Sponsor Approval. Subject to the other provisions of Section 1, (a) during the first two (2) years after the Initial Public Offering, a Majority Sponsor may initiate an unlimited number of registrations of all or part of their Registrable Securities on Form F-1, Form S-1 or any similar or successor long-form registration, or foreign equivalent (“Long-Form Registrations”), and, if available, an unlimited number of registrations of all or part of their Registrable Securities on Form F-2, Form S-2, Form F-3 or Form S-3 or any similar or successor short-form registration, or foreign equivalent (“Short-Form Registrations”); provided such initiation shall require Majority Sponsor Approval, and (b) from and after the second anniversary of the Initial Public Offering, each Majority Sponsor may (on behalf of itself and any Affiliate of it included in the term Sponsor) initiate three (3) Long-Form Registrations and, if available, an unlimited number of Short-Form Registrations; provided in each case that the aggregate gross offering price of the Registrable Securities requested to be registered in any Demand Registration must equal at least $50,000,000 in the case of any Long Form Registration and at least $20,000,000 in the case of any Short Form Registration, or such lesser amount as shall be approved by Majority Sponsor Approval.

     1.2. Demand Notice. All requests for Demand Registrations shall be made by giving written notice to the Company (a “Demand Notice”). Each Demand Notice shall specify the approximate number of Registrable Securities requested to be registered. Within ten days after receipt of any such Demand Notice, the Company will give written notice of such requested registration to all other holders of Registrable Securities and, subject to Section 1.5, will include in such registration (and in all related registrations and qualifications under blue sky laws or in compliance with other registration requirements and in any related underwriting) all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 15 days after the delivery of the Company’s notice.

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     1.3. Demand Registration Expenses. The Company will pay all Registration Expenses in connection with any registration initiated as a Demand Registration, whether or not it has become effective.

     1.4. Short-Form Registrations. Demand Registrations will be Short-Form Registrations whenever the Company is permitted to use any applicable short-form (unless the managing underwriter(s) of such offering requests the Company to use a Long-Form Registration in order to sell all of the Registrable Securities requested to be sold). After the Company has become subject to the reporting requirements of the Securities Exchange Act, the Company will use its reasonable efforts to make Short-Form Registrations available for the sale of Registrable Securities. A Majority Sponsor may, in connection with any Demand Registration requested by such holders that is a Short-Form Registration, require the Company to file such Short-Form Registration with the Securities and Exchange Commission in accordance with and pursuant to Rule 415 under the Securities Act (or any successor rule then in effect) including, if the Company is then eligible, as an automatic shelf registration statement (any such Short-Form Registration, a “Shelf Registration”).

     1.5. Priority on Demand Registrations. The Company shall not include in any Demand Registration any securities which are not Registrable Securities without the prior written consent of the Majority Sponsors and the prior written consent of any Co-Investor that is unable to sell all Registrable Securities it requested to be included in such registration pursuant to Section 1.2 hereof. If a Demand Registration is an underwritten offering and the managing underwriter(s) advises the Company that in its opinion the number of Registrable Securities and, if permitted hereunder, other securities, requested to be included in such offering exceeds the number of Registrable Securities and other securities, if any, which can be sold therein without adversely affecting the marketability of the offering, then the Company shall include in such registration notwithstanding the initial sentence of this Section 1.5, (a) prior to the inclusion of any securities that are not Registrable Securities, the number of Registrable Securities requested to be included in such offering that, in the opinion of such managing underwriter(s), can be sold without adversely affecting the marketability of the offering, pro rata among the respective holders thereof, including the Management Shareholders to the extent provided in the Management Shareholder Agreement on the basis of the number of Registrable Securities owned by each such holder, provided that if the number of securities that are Registrable Securities that are included in such offering are less than 80% of the number of securities that are Registrable Securities requested to be included in such offering, such offering shall not count for purposes of calculating the number of Long-Form Registrations initiated by a Majority Sponsor, and (b) only then, securities that are not Registrable Securities, if the managing underwriter(s) has advised that such securities may be included.

     1.6. Restrictions on Demand Registrations. The Company will not be obligated to effect any Demand Registration within 90 days after the closing of a Public Offering (other than on Form F-4, Form S-4 or Form S-8 or any successor or similar form, but including the closing of an underwritten distribution pursuant to a Shelf Registration). The Company may postpone for up to 30 days in the aggregate the filing (measured from the date of request for such Demand Registration) or the effectiveness (measured from the first day the registration statement is no longer effective) of a registration statement for a Demand Registration if and so long as the Company determines that such Demand Registration would reasonably be expected to have an

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adverse effect on any proposal or plan by the Company or any of the Subsidiaries to engage in any material acquisition or disposition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer, registration or issuance of securities, financing or other material transaction. The Company may not postpone a Demand Registration more than two (2) times in any twelve-month period.

     1.7. Selection of Underwriters. The Majority Sponsor(s) selling Registrable Securities in a Demand Registration will have the right to select the underwriter or underwriters to administer the offering, provided that such selection will be subject to the approval of the board of directors of the Company (the “Board”), which approval will not be unreasonably withheld.

     1.8. Other Registration Rights. The Company represents and warrants that it is not a party to, or otherwise subject to, any other agreement granting registration rights to any other Person with respect to any equity securities of the Company, other than this Agreement and the Management Shareholder Agreement. Except as provided in this Agreement, the Company shall not grant to any Person the right to request the Company to register any equity securities of the Company, or any securities convertible or exchangeable into or exercisable for such securities, without Majority Sponsor Approval approving the issuance of such securities (such Majority Sponsor Approval to treat the holders of Registrable Securities pro rata on the basis of the number of Common Shares owned); provided that without such approval, subject to Section 6.1, (a) the Company may grant rights to other Persons to participate in Demand Registrations and Piggyback Registrations so long as such rights are subordinate to the rights of the holders of Registrable Securities with respect to such Demand Registrations and Piggyback Registrations; and (b) the Company may grant rights to other Persons to request registrations so long as the holders of Registrable Securities are entitled to participate in any such registrations with such Persons and the right of such Persons to participate in such registration are subordinate to the rights of the holders of Registrable Securities to participate.

2. PIGGYBACK REGISTRATIONS.

     2.1. Right to Piggyback. Whenever the Company proposes to register any of its equity securities under the Securities Act or equivalent foreign securities laws (other than (a) in the Initial Public Offering, (b) pursuant to a Demand Registration or (c) in connection with registration on Form F-4, Form S-4 or Form S-8 or any successor or similar form or foreign securities law equivalents) and the registration form to be used may be used for the registration of Registrable Securities (a “Piggyback Registration”), the Company will give prompt written notice to all holders of Registrable Securities of its intention to effect such a registration and, subject to Sections 2.3 and 2.4 below, will include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 15 days after the delivery of the Company’s notice. Each such Company notice shall specify the approximate number of Company equity securities to be registered and the anticipated per share price range for such offering.

     2.2. Piggyback Expenses. The Company will pay all Registration Expenses in connection with all Piggyback Registrations, whether or not any such registration becomes effective.

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     2.3. Priority on Primary Registrations. For purposes of this Section 2, if a Piggyback Registration is an underwritten primary registration on behalf of the Company and the managing underwriter(s) advises the Company that in its opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of such offering, the Company will include in such registration: (a) first, the securities the Company proposes to sell and (b) second, the Registrable Securities and other securities requested to be included in such registration, pro rata among the holders of such Registrable Securities, including the Management Shareholders to the extent provided in the Management Shareholder Agreement, and holders of such other securities permitted to have their securities included in such registration on the basis of the number of shares owned by each such holder.

     2.4. Priority on Secondary Registrations. For purposes of this Section 2, if a Piggyback Registration is an underwritten secondary registration on behalf of holders of Company securities (other than the holders of Registrable Securities), the demand rights of which were approved by Majority Sponsor Approval pursuant to Section 1.8, and the managing underwriter(s) advises the Company that in its opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of the offering, the Company will include in such registration: (a) first, the securities requested to be included therein by the holders requesting registration, (b) second, securities requested by the Company to be included in such registration, and (c) third, Registrable Securities and other securities requested to be included in such registration, pro rata among the holders of such Registrable Securities, including the Management Shareholders to the extent provided in the Management Shareholder Agreement, and the holders of such other securities permitted to have their securities included in such registration on the basis of the number of shares owned by each such holder.

3. REGISTRATION GENERALLY.

     3.1. Registration Procedures. Whenever the holders of Registrable Securities have requested that any Registrable Securities be registered pursuant to this Agreement, the Company will use its best efforts to effect the registration and the sale of such Registrable Securities in accordance with the intended method of disposition thereof and pursuant thereto the Company will as expeditiously as reasonably practicable:

          (a) prepare and (within 60 days after the end of the period within which requests for inclusion in such registration may be given to the Company) file with the Securities and Exchange Commission a registration statement with respect to such Registrable Securities and thereafter use its best efforts to cause such registration statement to become effective; provided that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company will furnish to the counsel selected by the Majority Sponsors owning the Registrable Securities to be included in any Demand Registration copies of all such documents proposed to be filed, which documents will be subject to review by such counsel; provided, further, that such counsel shall forward such documents to the Shareholders participating in such registration, give such Shareholders an opportunity to comment on such

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documents and keep such Shareholders reasonably informed in the registration process;

          (b) prepare and file with the Securities and Exchange Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary (i) to keep such registration statement effective for a period (A) of not less than 180 days (subject to extension pursuant to Section 3.3(b)) or, if such registration statement relates to an underwritten offering, such longer period as in the opinion of counsel for the underwriters a prospectus is required by law to be delivered in connection with sales of Registrable Securities by an underwriter or dealer, or (B) in the case of a Shelf Registration, ending on the earlier of (I) the date on which all Registrable Securities have been sold pursuant to the Shelf Registration or have otherwise ceased to be Registrable Securities, (II) the second anniversary of the effective date of such Shelf Registration, (III) such other date determined by the Majority Sponsors and (IV) when all such Registrable Securities are freely saleable under Rule 144(k) under the Securities Act, and (ii) to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement until such time as all of such securities have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof set forth in such registration statement;

          (c) cause (i) any issuer free writing prospectus to comply with the information and legending requirements under paragraph (c) of Rule 433 and to be accompanied or preceded by a statutory prospectus to the extent required under Rule 433, and (ii) any free writing prospectus or issuer information contained in a free writing prospectus required to be filed by the Company with the Securities and Exchange Commission under paragraph (d) under Rule 433 to be so filed in accordance with such requirements;

          (d) furnish to each seller of Registrable Securities such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus), each free writing prospectus used in connection with such registration and such other documents as such seller may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller;

          (e) use its best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such United States or foreign jurisdictions as any seller reasonably requests and do any and all other acts and things which may be reasonably necessary or advisable to enable such seller to consummate the disposition in such jurisdictions of the Registrable Securities owned by such seller (provided that the Company will not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subsection, (ii) subject itself to

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taxation in respect of doing business in any such jurisdiction or (iii) consent to general service of process in any such jurisdiction);

          (f) promptly notify each seller of such Registrable Securities, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, upon discovery that, or upon the discovery of the happening of any event as a result of which, the prospectus included in such registration statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading in the light of the circumstances under which they were made, and, at the request of any such seller, the Company will prepare and furnish to such seller a reasonable number of copies of a supplement or amendment to such prospectus so that, as thereafter delivered to the prospective purchasers of such Registrable Securities, such prospectus will not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading in the light of the circumstances under which they were made;

          (g) cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed and, if not so listed, to be listed on the NASD automated quotation system and, if listed on the NASD automated quotation system, use its best efforts to secure designation of all such Registrable Securities covered by such registration statement as a “NMS Security” within the meaning of Rule 600(b)(46) of Regulation NMS of the Securities and Exchange Commission or, failing that, to secure NASDAQ authorization for such Registrable Securities and, without limiting the generality of the foregoing, to arrange for at least two market makers to register as such with respect to such Registrable Securities with the NASD;

          (h) provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such registration statement;

          (i) enter into such customary agreements (including underwriting agreements in customary form) and take all such other actions as the Majority Sponsors owning the Registrable Securities to be included in the registration or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities (which might include effecting a share split or a combination of shares);

          (j) make available for inspection by any seller of Registrable Securities, any underwriter participating in any disposition pursuant to such registration statement and any attorney, accountant or other agent retained by any such seller or underwriter, all financial and other records, pertinent corporate documents and properties of the Company, and cause the Company’s officers, directors, employees and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement, and to cooperate and

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participate as reasonably requested by any such seller in road show presentations, in the preparation of the registration statement, each amendment and supplement thereto, the prospectus included therein, and other activities as such seller may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller;

          (k) otherwise use its best efforts to comply with all applicable rules and regulations of the Securities and Exchange Commission, and make available to its security holders, as soon as reasonably practicable, but not later than 18 months after the effective date of the registration statement, an earnings statement covering the period of at least twelve months beginning with the first day of the Company’s first full calendar quarter after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;

          (l) in the event of the issuance of any stop order suspending the effectiveness of a registration statement, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any Securities included in such registration statement for sale in any jurisdiction, the Company will use its reasonable best efforts promptly to obtain the withdrawal of such order;

          (m) obtain one or more comfort letters, dated the effective date of such registration statement (and, if such registration includes an underwritten public offering, dated the date of the closing under the underwriting agreement), signed by the Company’s independent registered public accounting firm in the then-current customary form and covering such matters of the type customarily covered from time to time by comfort letters as the holders of a majority of the Registrable Securities being sold reasonably request;

          (n) provide a legal opinion of the Company’s outside counsel, dated the effective date of such registration statement (and, if such registration includes an underwritten public offering, dated the date of the closing under the underwriting agreement), with respect to the registration statement, each amendment and supplement thereto, the prospectus included therein (including the preliminary prospectus) and such other documents relating thereto in the then-current customary form and covering such matters of the type customarily covered from time to time by legal opinions of such nature (in a form reasonably acceptable to the holders of a majority of the Registrable Securities included in the registration);

          (o) cooperate with the sellers of Registrable Securities covered by the registration statement and the managing underwriter or agent, if any, to facilitate the timely preparation and delivery of certificates (not bearing any restrictive legends) representing securities to be sold under the registration statement, and enable such securities to be in such denominations and registered

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in such names as the managing underwriter or agent, if any, or such holders may request;

          (p) notify counsel for the sellers of Registrable Securities included in such registration statement and the managing underwriter or agent, immediately, and confirm the notice in writing (i) when the registration statement, or any post-effective amendment to the registration statement, shall have become effective, or any supplement to the prospectus or any amendment prospectus shall have been filed, (ii) of the receipt of any comments from the Securities and Exchange Commission, (iii) of any request of the Securities and Exchange Commission to amend the registration statement or amend or supplement the prospectus or for additional information, and (iv) of the issuance by the Securities and Exchange Commission of any stop order suspending the effectiveness of the registration statement or of any order preventing or suspending the use of any preliminary prospectus, or of the suspension of the qualification of the registration statement for offering or sale in any jurisdiction, or of the institution or threatening of any proceedings for any of such purposes;

          (q) use its reasonable effort to prevent the issuance of any stop order suspending the effectiveness of the registration statement or of any order preventing or suspending the use of any preliminary prospectus and, if any such order is issued, to obtain the withdrawal of any such order at the earliest possible moment;

          (r) if requested by the managing underwriter or agent or any holder of Registrable Securities covered by the registration statement, promptly incorporate in a prospectus supplement or post-effective amendment such information as the managing underwriter or agent or such holder reasonably requests to be included therein, including, without limitation, with respect to the number of Registrable Securities being sold by such holder to such underwriter or agent, the purchase price being paid therefor by such underwriter or agent and with respect to any other terms of the underwritten offering of the Registrable Securities to be sold in such offering; and make all required filings of such prospectus supplement or post-effective amendment as soon as practicable after being notified of the matters incorporated in such prospectus supplement or post-effective amendment;

          (s) cooperate with each seller of Registrable Securities and each underwriter or agent participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with the National Association of Securities Dealers, Inc.; and

          (t) cause its appropriate officers to attend and participate in presentations to and meetings with prospective purchasers of the Registrable Securities, or a “roadshow”, as reasonably requested by the underwriters, if any.

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The Company may require each seller of Registrable Securities as to which any registration is being effected to furnish the Company such information relating to the sale or registration of such Securities regarding such seller and the distribution of such securities as the Company may from time to time reasonably request in writing.

     3.2. Registration Expenses.

          (a) All expenses incident to the Company’s performance of or compliance with this Agreement, including, without limitation, all registration, qualification and filing fees, fees and expenses of compliance with securities or blue sky laws, printing expenses, messenger and delivery expenses, and fees and disbursements of counsel for the Company and all independent certified public accountants, underwriters (excluding discounts and commissions) and other Persons retained by the Company (all such expenses being herein called “Registration Expenses”), will be paid by the Company in respect of each Demand Registration and each Piggyback Registration, whether or not it has become effective, including that the Company will pay its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit or quarterly review, the expense of any liability insurance and the expenses and fees for listing the securities to be registered on each securities exchange on which similar securities issued by the Company are then listed or on the NASD automated quotation system or any other quotation system.

          (b) In connection with each Demand Registration and each Piggyback Registration, whether or not it has become effective, the Company will pay, and reimburse the holders of Registrable Securities covered by such registration for the payment of, the reasonable fees and disbursements of one counsel chosen by the holders of a majority of the Registrable Securities included in such registration, and such expenses shall be considered Registration Expenses hereunder.

     3.3. Participation in Underwritten Offerings.

          (a) No Person may participate in any registration hereunder which is underwritten unless such Person (i) agrees to sell such Person’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements (including, without limitation, pursuant to the terms of any over-allotment or “green shoe” option requested by the managing underwriter(s), provided that no holder of Registrable Securities will be required to sell more than the number of Registrable Securities that such holder has requested the Company to include in any registration) and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

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          (b) Each Person that is participating in any registration hereunder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3.1(f) above, such Person will forthwith discontinue the disposition of its Registrable Securities pursuant to the registration statement until such Person’s receipt of the copies of a supplemented or amended prospectus as contemplated by such Section 3.1(f). In the event the Company shall give any such notice, the applicable time period mentioned in Section 3.1(b) during which a Registration Statement is to remain effective shall be extended by the number of days during the period from and including the date of the giving of such notice pursuant to this paragraph to and including the date when each seller of a Registrable Security covered by such registration statement shall have received the copies of the supplemented or amended prospectus contemplated by Section 3.1(f).

     3.4. Holdback Agreements.

     3.4.1. Securityholder Holdback. To the extent not inconsistent with applicable law, each holder of Registrable Securities shall not offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of any Common Shares, or any options or warrants to purchase any Common Shares, or any securities convertible into, exchangeable for or that represent the right to receive Common Shares, whether now owned or hereinafter acquired, owned directly by the holder (including holding as a custodian) or with respect to which the holder has beneficial ownership within the rules and regulations of the Securities and Exchange Commission, during (a) with respect to the Initial Public Offering, the seven days prior to and the 180-day period beginning on the effective date of such Initial Public Offering, (b) with respect to any other underwritten Demand Registration or any underwritten Piggyback Registration in which Registrable Securities are included, the seven days (or such shorter period as shall be acceptable to the underwriters in such offering) prior to and the 90-day period beginning on the effective date of such registration, and (c) upon notice from the Company of the commencement of an underwritten distribution in connection with any Shelf Registration, the seven days (or such shorter period as shall be acceptable to the underwriters in such offering) prior to and the 90-day period beginning on the date of commencement of such distribution, in each case except as part of such underwritten registration, and in each case unless the underwriters managing the registered public offering otherwise agree (in each case, such period, the “Lock-Up Period”); provided, however, if (i) during the period that begins on the date that is 15 calendar days plus three Business Days before the last day of the Lock-Up Period and ends on the last day of the Lock-Up Period, the Company issues an earnings release or material news or a material event relating to the Company occurs, or (ii) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results during the 16 day period beginning on the last day of the Lock-Up Period, the restrictions imposed shall continue to apply until the expiration of the date that is 15 calendar days plus three Business Days after the date on which the issuance of the earnings release or the material news or material event occurs. Any waiver by the underwriters of the foregoing restrictions on transfers by the holders shall be granted to all holders on equal terms.

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     3.4.2. Company Holdback. The Company shall not offer, sell, contract to sell or otherwise dispose of any securities of the Company that are substantially similar to the Common Shares, including but not limited to any securities that are convertible into or exchangeable for, or that represent the right to receive, Common Shares or any such substantially similar securities, during (a) with respect to the Initial Public Offering, the seven days prior to and the 180-day period beginning on the effective date of such Initial Public Offering, (b) with respect to any other underwritten Demand Registration or any underwritten Piggyback Registration in which Registrable Securities are included, the seven days prior to and the 90-day period beginning on the effective date of such registration, and (c) upon notice from any holder(s) of Registrable Securities subject to a Shelf Registration that such holder(s) intend to effect an underwritten distribution of Registrable Securities pursuant to such Shelf Registration (upon receipt of which, the Company will promptly notify all other holders of Registrable Securities of the date of the commencement of such distribution), the seven days prior to and the 90-day period beginning on the date of the commencement of such distribution, in each case except as part of such underwritten registration or pursuant to registrations on Form F-4, Form S-4 or Form S-8, and in each case unless the underwriters managing the registered public offering otherwise agree.

     3.5. Current Public Information. At all times after the Company has filed a registration statement with the Securities and Exchange Commission pursuant to the requirements of either the Securities Act or the Securities Exchange Act, the Company will use its reasonable efforts to timely file all reports required to be filed by it under the Securities Act and the Securities Exchange Act and the rules and regulations adopted by the Securities and Exchange Commission thereunder, and will take such further action as any holder or holders of Registrable Securities may reasonably request, all to the extent required to enable such holders to sell Registrable Securities pursuant to Rule 144 adopted by the Securities and Exchange Commission under the Securities Act (as such rule may be amended from time to time) or any similar rule or regulation hereafter adopted by the Securities and Exchange Commission.

4. INDEMNIFICATION.

     4.1. Indemnification by the Company. The Company agrees to indemnify and hold harmless, to the fullest extent permitted by law, each holder of Registrable Securities and, as applicable, its officers, directors, trustees, employees, shareholders, holders of beneficial interests, members, and general and limited partners (collectively, such holder’s “Indemnitees”) and each Person who controls such holder (within the meaning of the Securities Act) against any and all losses, claims, damages, liabilities, joint or several, to which such holder or any such Indemnitee may become subject under the Securities Act, equivalent foreign securities laws or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon (a) any untrue or alleged untrue statement of material fact contained in any registration statement, prospectus, preliminary prospectus or free writing prospectus or any amendment thereof or supplement thereto, together with any documents incorporated therein by reference or, (b) any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, and the Company will reimburse such holder and each of its Indemnitees for any legal or any other expenses, including any amounts paid in any settlement

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effected with the consent of the Company, which consent will not be unreasonably withheld or delayed, incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon an untrue statement or alleged untrue statement, or omission or alleged omission, made in such registration statement, any such prospectus, preliminary prospectus or free writing prospectus or any amendment or supplement thereto, or in any application, in reliance upon, and in conformity with, written information prepared and furnished to the Company by such holder expressly for use therein. In connection with an underwritten offering, the Company will indemnify such underwriters, their officers and directors and each Person who controls such underwriters (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the holders of Registrable Securities.

     4.2. Indemnification by Holders of Registrable Securities. In connection with any registration statement in which a holder of Registrable Securities is participating, each such holder will furnish to the Company in writing such information and affidavits as the Company reasonably requests for use in connection with any such registration statement, prospectus or free writing prospectus, and, to the extent permitted by law, will indemnify and hold harmless the Company and its Indemnitees against any losses, claims, damages or liabilities, joint or several, to which the Company or any such Indemnitee may become subject under the Securities Act, equivalent foreign securities laws or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon (a) any untrue or alleged untrue statement of material fact contained in the registration statement, prospectus, preliminary prospectus or free writing prospectus or any amendment thereof or supplement thereto or in any application, together with any documents incorporated therein by reference or (b) any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, any such prospectus, preliminary prospectus or free writing prospectus or any amendment or supplement thereto, or in any application, in reliance upon and in conformity with written information prepared and furnished to the Company by such holder expressly for use therein, and such holder will reimburse the Company and each such Indemnitee for any legal or any other expenses including any amounts paid in any settlement effected with the consent of such holder, which consent will not be unreasonably withheld or delayed, incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding; provided, however, in no event shall the liability of any selling holder hereunder (together with any liability of such holder under any similar provision contained in any applicable underwriting agreement) be greater in amount than the amount by which the total price at which the Registrable Securities of such holder were offered to the public (less underwriters’ discount and commissions) exceeds the total amount of any damages which such holder has otherwise been required to pay by reason of any untrue or alleged untrue statement or omission or alleged omission of such holder in connection with such offering.

     4.3. Procedure. Any Person entitled to indemnification hereunder will (a) give prompt written notice to the indemnifying party of any claim with respect to which it seeks

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indemnification (provided, however, that the failure of any indemnified party to give such notice shall not relieve the indemnifying party of its obligations hereunder, except to the extent that the indemnifying party is actually prejudiced by such failure to give such notice), and (b) unless in such indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist with respect to such claim, permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party. If such defense is assumed, the indemnifying party will not be subject to any liability for any settlement made by the indemnified party without its consent (but such consent will not be unreasonably withheld or delayed). An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim will not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim.

     4.4. Entry of Judgment; Settlement. The indemnifying party shall not, except with the approval of each indemnified party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to each indemnified party of a release from all liability in respect to such claim or litigation without any payment or consideration provided by such indemnified party.

     4.5. Contribution. If the indemnification provided for in this Section 4 is, other than expressly pursuant to its terms, unavailable to or is insufficient to hold harmless an indemnified party under the provisions above in respect of any losses, claims, damages or liabilities referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (a) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the sellers of Registrable Securities and any other sellers participating in the registration statement on the other hand from the sale of Registrable Securities pursuant to the registered offering of securities as to which indemnity is sought or (b) if the allocation provided by clause (a) above is not permitted by applicable law, in such proportion as is appropriate to reflect the relative benefits referred to in clause (a) above but also the relative fault of the Company on the one hand and of the sellers of Registrable Securities and any other sellers participating in the registration statement on the other hand in connection with the statement or omissions which resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and the sellers of Registrable Securities and any other sellers participating in the registration statement on the other hand shall be deemed to be in the same proportion as the total net proceeds from the offering (before deducting expenses) to the Company bear to the total net proceeds from the offering (before deducting expenses) to the sellers of Registrable Securities and any other sellers participating in the registration statement. The relative fault of the Company on the one hand and of the sellers of Registrable Securities and any other sellers participating in the registration statement on the other hand shall be determined by reference to, among other things, whether the untrue or alleged omission to state a material fact relates to information supplied by the Company or by the sellers of Registrable Securities or other sellers participating in the registration statement and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The obligation to provide contribution will be individual (and not

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joint and several) to each holder and will be limited to the net amount of proceeds received by such holder from the sale of Registrable Securities pursuant to such registration statement, less any other amounts paid by such holder, including pursuant to Section 4.2 hereof, in respect of such untrue statement, alleged untrue statement, omission or alleged omission.

The Company and the sellers of Registrable Securities agree that it would not be just and equitable if contribution pursuant to this Section 4 were determined by pro rata allocation (even if the sellers of Registrable Securities were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding paragraph. The amount paid or payable by an indemnified party as a result of the losses, claims, damages and liabilities referred to in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 4, in no event shall any selling holder hereunder be required to contribute (together with any contribution or other liability of such holder under any similar provision contained in any applicable underwriting agreement) an amount that is greater than the amount by which the total price at which the Registrable Securities of such holder were offered to the public (less underwriters’ discount and commissions) exceeds the total amount of any damages which such holder has otherwise been required to pay by reason of any untrue or alleged untrue statement or omission or alleged omission of such holder in connection with such offering. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.

     4.6. Other Rights. The indemnification and contribution by any such party provided for under this Agreement shall be in addition to any other rights to indemnification or contribution which any indemnified party may have pursuant to law or contract and will remain in full force and effect regardless of any investigation made or omitted by or on behalf of the indemnified party or any officer, director or controlling Person of such indemnified party and will survive the transfer of securities.

5. DEFINITIONS.

     “Affiliate” means, with respect to any Person, (i) any other Person which directly or indirectly through one or more intermediaries controls, or is controlled by, or is under common control with, such Person (for the purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise); provided, however, that neither the Company nor any of its Subsidiaries shall be deemed an Affiliate of any of the Shareholders (and vice versa) and none of the Shareholders shall be deemed Affiliates of each other solely as a result of their relationship with respect to the Company; provided, further, neither Integral Capital nor Capstone shall be deemed to be an Affiliate of any of Silver Lake, Avago Partners or KKR, (ii) if such Person is an investment fund, any other investment fund the primary investment advisor to which is the primary investment advisor to such Person or an Affiliate thereof and (iii) if such Person is a natural Person, any Family Member of such natural Person.

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     “Agreement” shall have the meaning set forth in the Preamble.

     “Amendment” shall have the meaning set forth in Section 6.3.

     “automatic shelf registration statement” has the meaning set forth in Rule 405 under the Securities Act.

     “Avago Partners” has the meaning set forth in the Preamble.

     “Board” shall have the meaning set forth in Section 1.7.

     “Business Day” shall mean any day that is not a Saturday, a Sunday or other day on which banks are required or authorized by law to be closed in Singapore.

     “Capstone” has the meaning set forth in the Preamble.

     “Common Shares” shall have the meaning set forth in the Recitals.

     “Company” shall have the meaning set forth in the Preamble.

     “Demand Notice” shall have the meaning set forth in Section 1.2.

     “Demand Registrations” means Long-Form Registrations and Short-Form Registrations requested pursuant to Section 1.1.

     “Effective Date” shall have the meaning set forth in the Preamble.

     “Family Member” means, with respect to any natural Person, such Person’s spouse and descendants (whether or not adopted) and any trust, family limited partnership or limited liability company that is and remains at all times solely for the benefit of such Person’s spouse and/or descendants.

     “free writing prospectus” has the meaning ascribed to such term under Rule 405 under the Securities Act.

     “Geyser” has the meaning set forth in the Preamble.

     “Indemnitees” shall have the meaning set forth in Section 4.1.

     “Integral Capital” has the meaning set forth in the Preamble.

     “Initial Public Offering” means the initial firm underwritten Public Offering registered under the Securities Act or equivalent foreign securities laws (other than a registration statement on Form F-4, Form S-4 or Form S-8 (or any similar or successor form) or foreign securities laws equivalents thereof).

     “issuer free writing prospectus” has the meaning ascribed to such term under Rule 433(h) under the Securities Act.

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     “KKR” shall have the meaning set forth in the Preamble.

     “Lock-Up Period” shall have the meaning set forth in Section 3.4.1.

     “Long-Form Registrations” shall have the meaning set forth in Section 1.1.

     “Luxco” shall mean Bali Investments S.à r.l., a company organized under the laws of Luxembourg.

     “Majority Sponsor” has the meaning set forth in the Preamble.

     “Majority Sponsor Approval” means the written approval of KKR and Silver Lake.

     “Management Equity Plan” shall have the meaning set forth in the Recitals.

     “Management Shareholders” shall have the meaning set forth in the Recitals.

     “Management Shareholder Agreement” shall have the meaning set forth in the Recitals.

     “Person” means an individual, a partnership, a joint venture, a corporation, a limited liability company, a trust, an unincorporated organization and a government or any department or agency thereof.

     “Permitted Transferee” shall mean, with respect to any Shareholder, an Affiliate of such Shareholder (other than, in the case of any investment fund Shareholder, any “portfolio company” of such Shareholder or any entity controlled by any portfolio company of such Shareholder).

     “Piggyback Registration” shall have the meaning set forth in Section 2.1.

     “Public Offering” means a public offering and sale of Common Shares pursuant to an effective registration statement under the Securities Act and/or in compliance with equivalent applicable foreign securities laws.

     “Registrable Securities” means (i) any Common Share issued to any Shareholder (or any Affiliate thereof) as of the Effective Date or thereafter acquired, including upon conversion of the Company’s Convertible Redeemable Preferred Shares by any Shareholder, (ii) any equity securities issued or issuable directly or indirectly with respect to any of the foregoing securities referred to in clause (i) by way of share dividend or share split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization, and (iii) with respect to any particular registration hereunder, any securities held by a Management Shareholder that are entitled to participate in such registration pursuant to the terms of the Management Shareholder Agreement. As to any particular shares constituting Registrable Securities, such shares will cease to be Registrable Securities when they have been (x) effectively registered under the Securities Act and disposed of in accordance with the registration statement covering them, or (y) sold to the public pursuant to Rule 144 under the Securities Act or sold in a block sale to a financial institution in the ordinary course of its trading business. For purposes of this Agreement, a Person will be deemed to be a holder of Registrable Securities whenever such Person has the right to acquire directly or indirectly such Registrable Securities

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(upon conversion or exercise in connection with a transfer of securities or otherwise, but disregarding any restrictions or limitations upon the exercise of such right), whether or not such acquisition has actually been effected.

     “Registration Expenses” shall have the meaning set forth in Section 3.2.

     “Rule 433” means Rule 433 under the Securities Act or any successor federal law then in force.

     “Securities Act” means the United States Securities Act of 1933, as amended, or any successor federal law then in force.

     “Securities and Exchange Commission” means the United States Securities and Exchange Commission and any governmental body or agency succeeding to the functions thereof.

     “Securities Exchange Act” means the United States Securities Exchange Act of 1934, as amended, or any successor federal law then in force.

     “Shareholders” shall have the meaning set forth in the Preamble.

     “Shareholder Agreement” means that certain Shareholder Agreement, dated as of the Effective Date, among the Company and the Shareholders, as amended from time to time in accordance with its terms.

     “Shelf Registration” shall have the meaning set forth in Section 1.4.

     “Short-Form Registrations” shall have the meaning set forth in Section 1.1.

     “Silver Lake” shall have the meaning set forth in the Preamble.

     “SLP Cayman” shall have the meaning set forth in the Preamble.

     “Temasek” has the meaning set forth in the Preamble.

     “Transfer” shall mean any sale, pledge, assignment, encumbrance or other transfer or disposition of any shares of Registrable Securities to any other Person, whether directly, indirectly, voluntarily, involuntarily, by operation of law, pursuant to judicial process or otherwise.

6. MISCELLANEOUS.

     6.1. No Inconsistent Agreements; Foreign Registration. The Company will not hereafter enter into any agreement with respect to its securities which is inconsistent with or violates the rights granted to the holders of Registrable Securities in this Agreement. In the event the Board and the Majority Sponsor approve a public offering or a sale of the Common Shares of the Company (or other securities representing, or exercisable for or convertible into, common shares) pursuant to the securities laws of a country other than the United States of America, the Board shall have the power to amend this Agreement in such manner as it shall

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deem reasonably necessary to ensure that the provisions of this Agreement will apply in as close to the same manner as possible under such foreign securities laws, and to otherwise preserve and give effect to the rights of the parties hereto.

     6.2. Remedies. The parties hereto agree and acknowledge that money damages may not be an adequate remedy for any breach of the provisions of this Agreement and that, in addition to any other rights and remedies at law or in equity existing in its favor, any party shall be entitled to specific performance and/or other injunctive relief from any court of law or equity of competent jurisdiction (without posting any bond or other security) in order to enforce or prevent violation of the provisions of this Agreement.

     6.3. Amendment and Waiver. Except as otherwise provided herein, this Agreement may be amended, modified, extended or terminated, and the provisions hereof may be waived, only by an agreement in writing signed by the Company and each Majority Sponsor that holds Registrable Securities; provided, however, that the admission of new parties pursuant to the terms of Section 6.4 shall not constitute an amendment of this Agreement for purposes of this Section 6.3. Notwithstanding the foregoing, if any amendment, modification, extension, termination or waiver (an “Amendment”) would treat or have the effect of treating in their capacity as Shareholders any Shareholder or group of Shareholders in a manner different from, and materially adverse relative to, the Majority Sponsors voting in favor of such Amendment, then such Amendment will require the prior written consent of the Shareholder or Shareholders holding a majority of the Registrable Securities of such group adversely treated. Each such Amendment shall be binding upon each party hereto and each Shareholder subject hereto. In addition, each party hereto and each Shareholder subject hereto may waive any right hereunder, as to itself, by an instrument in writing signed by such party or Shareholder. The failure of any party to enforce any provisions of this Agreement shall in no way be construed as a waiver of such provisions and shall not affect the right of such party thereafter to enforce each and every provision of this Agreement in accordance with its terms. To the extent the Amendment of any Section of this Agreement would require a specific consent pursuant to this Section 6.3, any Amendment to definitions to the extent used in such Section shall also require the specified consent.

     6.4. Successors and Assigns; Transferees. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors and assigns. Registrable Securities shall continue to be Registrable Securities after any Transfer (except if such securities were effectively registered under the Securities Act and disposed of in accordance with the registration statement covering them, sold to the public pursuant to Rule 144 under the Securities Act or sold in a block sale to a financial institution in the ordinary course of its trading business). Any transferee receiving shares of Registrable Securities in a Transfer effected in compliance with the terms of the Shareholder Agreement shall become a Shareholder, party to this Agreement and subject to the terms and conditions of, and be entitled to enforce, this Agreement to the same extent, and in the same capacity, as the Person that Transfers such Registrable Securities to such transferee; provided that only a Permitted Transferee of a Majority Sponsor will be deemed to be a Majority Sponsor for purposes of this Agreement. For the avoidance of doubt, any transferee receiving Registrable Securities in a Transfer that is not a Majority Sponsor or a Permitted Transferee of a Majority Sponsor or its Affiliates will become a party to this Agreement without the benefit of the right to initiate Demand Registrations or other

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rights afforded to the Majority Sponsors hereunder. Prior to the Transfer of any Registrable Securities to any transferee, and as a condition thereto, each Shareholder effecting such Transfer shall (a) cause such transferee to deliver to the Company and each of the Shareholders its written agreement, in form and substance reasonably satisfactory to the Company, to be bound by the terms and conditions of this Agreement to the extent described in the preceding sentence and (b) if such Transfer is to a Permitted Transferee, remain directly liable for the performance by such Permitted Transferee of all obligations of such transferee under this Agreement.

     6.5. Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or the effectiveness or validity of any provision in any other jurisdiction, and this Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.

     6.6. Counterparts. This Agreement may be executed in separate counterparts, each of which shall be an original and all of which taken together shall constitute one and the same Agreement.

     6.7. Descriptive Headings. The descriptive headings of this Agreement are inserted for convenience only and do not constitute a part of this Agreement.

     6.8. Notices. Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given, delivered and effective on the earliest of (i) the date of receipt of confirmation of transmission, if such notice or communication is delivered via facsimile at the facsimile telephone number specified in this Section 6.8 prior to 5:00 p.m. (Singapore time) on a Business Day, (ii) the Business Day after the date of receipt of confirmation of transmission, if such notice or communication is delivered via facsimile at the facsimile telephone number specified in this Agreement later than 5:00 p.m. (Singapore time) on any Business Day and earlier than 11:59 p.m. (Singapore time) on the day preceding the next Business Day, (iii) one (1) Business Day after when sent, if sent by nationally recognized overnight courier service (charges prepaid), (iv) the date of receipt of a non-automated reply email confirming receipt, if sent via email, or (v) upon actual receipt by the party to whom such notice is required to be given. The address for such notices and communications shall be as follows (or such other address as any such Party may designate by written notice to the other parties):

     If to the Company:

Avago Technologies Limited No. 1 Yishun Avenue 7 Singapore 768923 Singapore
Facsimile:	(408) 435-4288
Attention:	Dick M. Chang and Rex Jackson
E-mail:	dick.chang@avagotech.com and rex.jackson@avagotech.com

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     with a copy to:

Kohlberg Kravis Roberts & Co. 2800 Sand Hill Road, Suite 200 Menlo Park, California 94025
Facsimile:	(650) 233-6574 and (650) 233-6548
Attention:	James H. Greene Jr. and Adam A. Clammer
E-mail:	jgreene@kkr.com and adam@kkr.com

     and with a copy to:

Silver Lake Partners 2725 Sand Hill Road, Suite 150 Menlo Park, California 94025
Facsimile:	(650) 234-2593
Attention:	Alan K. Austin, Managing Director and Chief Operating Officer, and Yolande Jun, Chief Financial Officer
E-mail:	alan.austin@silverlake.com and yolande.jun@silverlake.com

     and with a copy to:

Latham & Watkins LLP 135 Commonwealth Drive Menlo Park, CA 94025
Facsimile:	(650) 463-2600
Attention:	Peter F. Kerman
E-mail:	peter.kerman@lw.com

     If to Luxco:

Bali Investments S.à r.l. 9, rue Schiller L-2519 Luxembourg Luxembourg
Facsimile:	+352 466 234
Attention:	Susanne Th. Kortekaas
E-mail:	susanne.kortekas@loyens.com

     with a copy to:

Kohlberg Kravis Roberts & Co. 2800 Sand Hill Road, Suite 200 Menlo Park, California 94025
Facsimile:	(650) 233-6574 and (650) 233-6548
Attention:	James H. Greene Jr. and Adam A. Clammer
E-mail:	jgreene@kkr.com and adam@kkr.com

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     and with a copy to:

Silver Lake Partners 2725 Sand Hill Road, Suite 150 Menlo Park, California 94025
Facsimile:	(650) 234-2593
Attention:	Alan K. Austin, Managing Director and Chief Operating Officer, and Yolande Jun, Chief Financial Officer
E-mail:	alan.austin@silverlake.com and yolande.jun@silverlake.com

     and with a copy to:

Latham & Watkins LLP 135 Commonwealth Drive Menlo Park, CA 94025
Facsimile:	(650) 463-2600
Attention:	Peter F. Kerman
E-mail:	peter.kerman@lw.com

     If to Avago Partners:

Avago Investment Partners, Limited Partnership c/o Walkers SPV Limited PO Box 908GT George Town, Grand Cayman Cayman Islands
Facsimile:	(345) 814-8217
Attention:	Iain McMurdo
E-mail:	imcmurdo@walkers.com.ky

     with a copy to:

Kohlberg Kravis Roberts & Co. 2800 Sand Hill Road, Suite 200 Menlo Park, California 94025
Facsimile:	(650) 233-6574 and (650) 233-6548
Attention:	James H. Greene Jr. and Adam A. Clammer
E-mail:	jgreene@kkr.com and adam@kkr.com

     and with a copy to:

Silver Lake Partners 2725 Sand Hill Road, Suite 150 Menlo Park, California 94025
Facsimile:	(650) 234-2593
Attention:	Alan K. Austin, Managing Director and Chief Operating Officer, and Yolande Jun, Chief Financial Officer
E-mail:	alan.austin@silverlake.com and yolande.jun@silverlake.com

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     and with a copy to:

Latham & Watkins LLP 135 Commonwealth Drive Menlo Park, CA 94025
Facsimile:	(650) 463-2600
Attention:	Peter F. Kerman
E-mail:	peter.kerman@lw.com

     If to Silver Lake:

Silver Lake Partners II Cayman and Silver Lake Technology Investors II Cayman c/o Walkers SPV Limited PO Box 908GT George Town, Grand Cayman Cayman Islands
Facsimile:	(345) 814-8217
Attention:	Iain McMurdo
E-mail:	imcmurdo@walkers.com.ky

     with a copy to:

Silver Lake Partners 2725 Sand Hill Road, Suite 150 Menlo Park, California 94025
Facsimile:	(650) 234-2593
Attention:	Alan K. Austin, Managing Director and Chief Operating Officer, and Yolande Jun, Chief Financial Officer
E-mail:	alan.austin@silverlake.com and yolande.jun@silverlake.com

     and with a copy to:

Latham & Watkins LLP 135 Commonwealth Drive Menlo Park, CA 94025
Facsimile:	(650) 463-2600
Attention:	Peter F. Kerman
E-mail:	peter.kerman@lw.com

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     If to KKR:

KKR Millennium Fund (Overseas), KKR European Fund, KKR European Fund II and KKR Partners (International) c/o Eeson & Woolstencroft LLP Suite 500, 603 - 7th Avenue S.W. Calgary, Alberta Canada
Facsimile:	(403) 264-1603
Attention:	Mark N. Woolstencroft
E-mail:	mark.woolstencroft@ewlegal.com

     with a copy to:

Kohlberg Kravis Roberts & Co. 2800 Sand Hill Road, Suite 200 Menlo Park, California 94025
Facsimile:	(650) 233-6574 and (650) 233-6548
Attention:	James H. Greene Jr. and Adam A. Clammer
E-mail:	jgreene@kkr.com and adam@kkr.com

     and with a copy to:

Latham & Watkins LLP 135 Commonwealth Drive Menlo Park, CA 94025
Facsimile:	(650) 463-2600
Attention:	Peter F. Kerman
E-mail:	peter.kerman@lw.com

     If to Integral Capital:

Integral Capital Partners 3000 Sand Hill Road Bldg. 3, Suite 240 Menlo Park, California 94025
Facsimile:	(650) 233-0366
Attention:	Pamela K. Hagenah
E-mail:	pam@icp.com

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     If to Temasek:

Seletar Investments Pte. Ltd. 60B Orchard Road #06-18 Tower 2 The Atrium @ Orchard Singapore 238891 Singapore
Facsimile:	011-65-6821-1172
Attention:	Dennis Siew and Andrew Yeo
E-mail:	dsiew@temasek.com.sg and andrewyeo@temasek.com.sg

     with a copy to:

Milbank, Tweed, Hadley & McCloy LLP 30 Raffles Place #14-00 Caltex House Singapore 048622 Singapore
Facsimile:	011-65-6428-2500 and (650) 739-7100
Attention:	David H. Zemans and Melainie K. Mansfield
E-mail:	dzemans@milbank.com and mmansfield@milbank.com

     If to Geyser:

Geyser Investment Pte. Ltd. c/o GIC 168 Robinson Road #37-01 Capital Tower Singapore 068912 Singapore
Facsimile:	011-65-6889-6891
Attention:	Ng Kin Sze
E-mail:	ngkinsze@gic.com.sg

     with a copy to:

Geyser Investment Pte. Ltd. c/o GIC Special Investments Pte. Ltd. 255 Shoreline Drive, Suite 600 Redwood City, CA 94065
Facsimile:	(650) 802-1213
Attention:	Tay Lim Hock and Soo Yar Ping
E-mail:	taylimhock@gic.com.sg and sooyarping@gic.com.sg

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     and with a copy to:

Heller Ehrman LLP 333 Bush Street San Francisco, CA 94104-2878
Facsimile:	(415) 772-6268
Attention:	Randall B. Schai
E-mail:	randall.schai@hellerehrman.com

     If to Capstone:

Capstone Equity Investors LLC 9 West 57th Street New York, New York 10019
Facsimile:	(212) 230-9795
Attention:	Dean Nelson
E-mail:	nelsd@kkr.com

     6.9. Delivery by Facsimile. This Agreement and any signed agreement or instrument entered into in connection herewith or contemplated hereby, and any amendments hereto or thereto, to the extent signed and delivered by means of a facsimile machine, shall be treated in all manner and respects as an original agreement or instrument and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. At the request of any party hereto or to any such agreement or instrument, each other party hereto or thereto shall re-execute original forms thereof and deliver them to all other parties. No party hereto or to any such agreement or instrument shall raise the use of a facsimile machine to deliver a signature or the fact that any signature or agreement or instrument was transmitted or communicated through the use of a facsimile machine as a defense to the formation of a contract and each such party forever waives any such defense.

     6.10. Governing Law. The Singapore Companies Act will govern all issues concerning the internal corporate affairs of the Company. All other issues concerning this agreement shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the law of any jurisdiction other than the State of New York.

*                *                Signature pages follow                *                *

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          IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement on the day and year first above written.

COMPANY: AVAGO TECHNOLOGIES LIMITED
By:	/s/ James H. Greene Jr.
Name:	James H. Greene Jr.
Title:	Director

Signature Page to Registration Rights Agreement for Avago Technologies Limited

SHAREHOLDERS BALI INVESTMENTS S.À R.L.
By:	/s/ Kenneth Y. Hao
Name:	Kenneth Y. Hao
Title:	Manager

Signature Page to Registration Rights Agreement for Avago Technologies Limited

SILVER LAKE PARTNERS II CAYMAN, L.P.
By:	Silver Lake Technology Associates II Cayman, L.P., its General Partner
By:	Silver Lake (Offshore) AIV GP II, Ltd., its General Partner
By:	/s/ Alan K. Austin
Name:	Alan K. Austin
Title:	Director
SILVER LAKE TECHNOLOGY INVESTORS II CAYMAN, L.P.
By:	Silver Lake (Offshore) AIV GP II, Ltd., its General Partner
By:	/s/ Alan K. Austin
Name:	Alan K. Austin
Title:	Director

Signature Page to Registration Rights Agreement for Avago Technologies Limited

INTEGRAL CAPITAL PARTNERS VII, L.P.
By:	Integral Capital Management VII, LLC, its General Partner
By:	/s/ Pamela K. Hagenah
Name:	Pamela K. Hagenah
Title:	Manager

Signature Page to Registration Rights Agreement for Avago Technologies Limited

KKR MILLENNIUM FUND (OVERSEAS), LIMITED PARTNERSHIP
By:	KKR Associates Millennium (Overseas), Limited Partnership, its General Partner
By:	KKR Millennium (Overseas), Limited, its General Partner
By:	/s/ James H. Greene Jr.
Name:	James H. Greene Jr.
Title:	Director

KKR EUROPEAN FUND, LIMITED PARTNERSHIP
By:	KKR Associates Europe, Limited Partnership, its General Partner
By:	KKR Europe Limited, its General Partner
By:	/s/ James H. Greene Jr.
Name:	James H. Greene Jr.
Title:	Director

KKR EUROPEAN FUND II, LIMITED PARTNERSHIP
By:	KKR Associates Europe II, Limited Partnership, its General Partner
By:	KKR Europe II Limited, its General Partner
By:	/s/ James H. Greene Jr.
Name:	James H. Greene Jr.
Title:	Director

KKR PARTNERS (INTERNATIONAL), LIMITED PARTNERSHIP
By:	KKR 1996 Overseas, Limited
By:	/s/ James H. Greene Jr.
Name:	James H. Greene Jr.
Title:	Director

Signature Page to Registration Rights Agreement for Avago Technologies Limited

AVAGO INVESTMENT PARTNERS, LIMITED PARTNERSHIP
By:	Avago Investment G.P., Limited, its General Partner
By:	/s/ Adam A Clammer
Name:	Adam A Clammer
Title:	KKR Officer
By:	/s/ Kenneth Y. Hao
Name:	Kenneth Y. Hao
Title:	SLP Officer

Signature Page to Registration Rights Agreement for Avago Technologies Limited

SELETAR INVESTMENTS PTE. LTD.
By:	/s/ Dennis Siew
Name:	Dennis Siew
Title:	Authorized Signatory

Signature Page to Registration Rights Agreement for Avago Technologies Limited

GEYSER INVESTMENT PTE. LTD.
By:	/s/ Alvin A. Fong
Name:	Alvin A. Fong
Title:	Authorized Signatory

Signature Page to Registration Rights Agreement for Avago Technologies Limited

CAPSTONE EQUITY INVESTORS LLC
By:	/s/ Dean Nelson
Name:	Dean Nelson
Title:	Managing Member

Signature Page to Registration Rights Agreement for Avago Technologies Limited

EX-10.31

Exhibit-10.31

Execution Copy

ADVISORY AGREEMENT

     This Advisory Agreement (this “Agreement”) is made and entered into as of December 1, 2005 (the “Effective Date”), by and among Avago Technologies Limited, a Singapore public limited company (the “Company”), Avago Technologies International Sales Pte. Limited, a Singapore private limited company (“HQCO”), Kohlberg Kravis Roberts & Co., L.P., a Delaware limited partnership (“KKR”), and Silver Lake Management Company, L.L.C., a Delaware limited liability company (“SilverLake” and together with KKR, the “Advisors”). Certain defined terms are defined in Section 19.

     WHEREAS, the Company and HQCO desire to retain the Advisors with respect to the services described herein.

     NOW, THEREFORE, the parties to this Agreement agree as follows:

     1. Term. This Agreement shall be in effect for an initial term commencing on the Effective Date and ending on the twelfth anniversary of the Effective Date (including any extensions thereof, the “Term”), which Term shall automatically be extended thereafter on a year to year basis unless the Company or both Advisors provides written notice of its desire to terminate this Agreement to each of the Advisors and the Company at least 90 days prior to the expiration of the Term or any extension thereof. In addition, in connection with the consummation of a Change in Control or the Initial Public Offering, the Company may terminate this Agreement by delivery of written notice of termination to the Advisors. In the event of a termination of this Agreement, the Company and HQCO shall pay in cash to each of the Advisors (a) all unpaid Advisory Fees (as defined in Section 3(a)), all unpaid Subsequent Transaction Fees (as defined in Section 4(b)) and expenses due under this Agreement with respect to periods prior to the termination date, plus (b) the net present value (using a discount rate equal to the yield as of such termination date on U.S. Treasury securities of like maturity based on the times such payments would have been due) of the Advisory Fees that would have been payable with respect to the period from the termination date through the twelfth anniversary of the Effective Date or, in the case of any extension thereof, through the end of such extension period. The provisions of Sections 1, 4(b), 6, 7, 9, and 15 through 19 shall survive any termination of this Agreement.

     2. Services. The Advisors shall perform or cause to be performed such services for the Company and/or its subsidiaries as mutually agreed by the Advisors and the Company, which services may include, without limitation, the following:

          (a) general executive and management services;

          (b) identification, support, negotiation and analysis of acquisitions and dispositions by the Company and/or its subsidiaries;

          (c) support, negotiation and analysis of financing alternatives, including, without limitation, in connection with acquisitions, capital expenditures and refinancing of existing indebtedness;

          (d) finance functions, including assistance in the preparation of financial projections and monitoring of compliance with financing agreements;

          (e) human resources functions, including searching and hiring of executives; and

          (f) other services for the Company and its subsidiaries upon which the Company and the Advisors agree.

     3. Advisory Fees and Expenses.

          (a) During the Term of this Agreement, the Company and HQCO will pay each Advisor an advisory fee (such Advisor’s “Advisory Fee”) for each fiscal quarter of the Company equal to the product of (x) the Quarterly Fee Amount for such fiscal quarter times (y) 50%. Each Advisor’s Advisory Fee will be payable in advance to such Advisor or its designee by wire transfer of immediately available funds on the first business day of the first month of each fiscal quarter. The pro-rated amount of each Advisor’s Advisory Fee for the period commencing on the Effective Date and ending on the last day of the Company’s fiscal quarter ending on or about January 31, 2006 will be payable by wire transfer of immediately available funds on the Effective Date.

          (b) The Company and HQCO will reimburse each Advisor for such reasonable travel expenses and other reasonable out-of-pocket fees and expenses (including the reasonable fees and expenses of attorneys, accountants or other advisors retained by such Advisor) as may be incurred by such Advisor and its partners, members, employees or agents in connection with the rendering of services pursuant to this Agreement. Such expenses will be reimbursed by wire transfer of immediately available funds promptly upon the request of such Advisor (but in any case no later than five business days following such request) and will be in addition to any other fees or amounts payable to such Advisor pursuant to this Agreement. Unless requested by the Company, in no event shall any Advisor submit its expenses to the Company more often than monthly.

     4. Transaction Fees and Expenses.

          (a) The Company will pay each of the Advisors, or their respective designees, a fee in the amount of $17,500,000 for the services rendered by such Advisor in connection with the acquisition (the “Acquisition”) of Agilent Technologies, Inc.’s Semiconductor Product Group (the “Business”) as contemplated by the Asset Purchase Agreement, dated as of August 14, 2005, as amended, among the Company and Agilent Technologies, Inc., including the evaluation, negotiation, documentation, financing and closing of the Acquisition. Each Advisor’s fee will be payable to such Advisor or its designee by wire transfer of immediately available funds on the Effective Date. In addition, the Company will reimburse each Advisor or its designee, by wire transfer of immediately available funds on the Effective Date, for its reasonable travel expenses and other out-of-pocket fees and expenses (including the fees and expenses of accountants, attorneys, consultants, and other advisors retained by such Advisor) incurred in connection with the foregoing, and all amounts expended, and obligations and

- 2 -

liabilities incurred, on behalf of the Company and its subsidiaries in connection with the Acquisition, including costs, obligations and liabilities incurred in preparing the Company and its subsidiaries to operate the Business as of the Closing.

          (b) The Company and HQCO, jointly and severally, will pay the Advisors or their designees a transaction fee (each, a “Subsequent Transaction Fee”) in connection with the consummation of each transaction that is completed during the Term (or completed after any termination of this Agreement, if such transaction was contemplated at the time of termination of the Agreement) resulting in a Change in Control, acquisition, disposition or divestiture, spin-off, split-off, or financing (whether debt or equity financing) by or involving the Company or its subsidiaries with an aggregate value in excess of $25,000,000 in an amount equal to 1% of the aggregate value of each such transaction (in each case, whether such transaction is by way of merger, purchase or sale of stock, purchase or sale or other disposition of assets, recapitalization, reorganization, consolidation, tender offer, public or private offering or otherwise, and whether consummated directly by the Company or its subsidiaries or, in the case of a Change in Control, indirectly by its shareholders, and determining the value of debt financing without regard to whether such debt financing is actually drawn upon). Each Advisor shall be entitled to a portion of such Subsequent Transaction Fee equal to the product of (x) the amount of such Subsequent Transaction Fee, times (y) 50%. Each Advisor’s allocated portion of a Subsequent Transaction Fee will be payable to such Advisor or its designee by wire transfer of immediately available funds on the date on which such transaction resulting in a Subsequent Transaction Fee is consummated.

     5. Personnel. Each Advisor will provide and devote to the performance of this Agreement such partners, employees and agents of such Advisor as it shall deem appropriate to the furnishing of the services mutually agreed upon by the Company and the Advisors; it being understood that no minimum number of hours is required to be devoted by any or all of the Advisors on a weekly, monthly, annual, or other basis. The fees and other compensation specified in this Agreement will be payable by the Company and HQCO regardless of the extent of services requested by the Company pursuant to this Agreement, and regardless of whether or not the Company requests an Advisor to provide any such services. The Company acknowledges that the services of each of the Advisors are not exclusive, and that each of the Advisors will render similar services to other Persons (including with the same partners, employees, and agents thereof as may render services to the Company).

     6. Liability. None of the Advisors nor any of their respective Affiliates, nor any of their respective partners, shareholders, directors, officers, members, employees or agents (collectively, the “Advisor Group”) shall be liable to the Company, its subsidiaries or any of their Affiliates, employees or shareholders for any loss, liability, damage, cost, settlement, judgment or expense (including attorneys’ fees and expenses) (collectively, a “Loss”) arising out of or in connection with the performance of services contemplated by this Agreement or otherwise provided by any of the Advisors to, or otherwise in connection with the operations of, the Company or any of its subsidiaries or Affiliates, other than as a result of the willful misconduct of such Advisor or any member of its Advisor Group. No Advisor makes any representations or warranties, express or implied, in respect of the services provided by any member of the Advisor Group. Except as an Advisor may otherwise agree in writing after the date hereof with respect to itself or its Affiliates: (i) each member of the Advisor Group shall have the right to, and shall have no duty (contractual or otherwise) not to, directly or indirectly: (A) engage in the same or

- 3 -

similar business activities or lines of business as the Company, its subsidiaries or any of their Affiliates and (B) do business with any client or customer of the Company, its subsidiaries or any of their Affiliates; (ii) no member of the Advisor Group shall be liable to the Company, its subsidiaries or any of their Affiliates, employees or shareholders for breach of any duty (contractual or otherwise) by reason of any such activities or of such Person’s participation therein; and (iii) in the event that any member of the Advisor Group acquires knowledge of a potential transaction or matter that may be a corporate opportunity for the Company, its subsidiaries or any of their Affiliates or shareholders, on the one hand, and any member of the Advisor Group, on the other hand, or any other Person, no member of the Advisor Group shall have any duty (contractual or otherwise) to communicate or present such corporate opportunity to the Company, its subsidiaries or any of their Affiliates or shareholders and, notwithstanding any provision of this Agreement to the contrary, the Advisor Group shall not be liable to the Company, its subsidiaries or any of their Affiliates or shareholders for breach of any duty (contractual or otherwise) by reason of the fact that any member of the Advisor Group directly or indirectly pursues or acquires such opportunity for itself, directs such opportunity to another Person, or does not present such opportunity to the Company, its subsidiaries or any of their Affiliates or shareholders. In no event will any of the parties hereto be liable to any other party hereto for (i) any indirect, special, incidental or consequential damages, including lost profits or savings, whether or not such damages are foreseeable, arising out of this Agreement or the performance of services hereunder, or (ii) in respect of any liabilities relating to any third party claims (whether based in contract, tort or otherwise) arising out of this Agreement or the performance of services hereunder, except as set forth in Section 7 below.

     7. Indemnity. The Company and its subsidiaries shall defend, indemnify and hold harmless each member of the Advisor Group from and against any and all Losses arising from any claim by any Person with respect to, or in any way related to, this Agreement (collectively, “Claims”) arising out of or in connection with the performance of services contemplated by this Agreement or otherwise provided by any member of the Advisor Group to, or otherwise in connection with the operation of the Company or any of its subsidiaries or Affiliates; provided that the foregoing indemnity shall not be available to any Advisor if such Advisor’s Loss is a result of the willful misconduct of such Advisor or any member of its Advisor Group. The Company and its subsidiaries shall defend at their own cost and expense any and all suits or actions (just or unjust) which may be brought against the Company, its subsidiaries or any of their Affiliates, or any member of the Advisor Group or in which any member of the Advisor Group may be impleaded with others upon any Claims, or upon any matter, directly or indirectly related to or arising out of this Agreement or the performance hereof by any member of the Advisor Group; provided that the Company and its subsidiaries shall not settle any such Claim without the consent of the Advisors party thereto. If the indemnification provided for above is unavailable in respect of any Losses, then the Company and its subsidiaries, in lieu of indemnifying any member of the Advisor Group, shall contribute to the amount paid or payable by such member of the Advisor Group in such proportion as is appropriate to reflect the relative fault of the Company and their subsidiaries, on the one hand, and such member, on the other hand, in connection with the actions which resulted in such Losses, as well as any other equitable considerations.

     8. Independent Contractor. Each of the Advisors and the Company agree that each Advisor shall perform services hereunder as an independent contractor, retaining control over

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and responsibility for its own operations and personnel. No Advisor or any of its partners, members, employees or agents shall be considered employees or agents of the Company or any of their subsidiaries as a result of this Agreement nor shall any of them have authority under this Agreement to contract in the name of or bind the Company or any of their subsidiaries, except as expressly agreed to in writing by the Company or any of their subsidiaries, respectively.

     9. Notices. Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given, delivered and effective on the earliest of (i) the date of transmission, if such notice or communication is delivered via facsimile at the facsimile telephone number specified in this Section 9 prior to 5:00 p.m. (New York time) on a business day, (ii) the business day after the date of transmission, if such notice or communication is delivered via facsimile at the facsimile telephone number specified in this Agreement later than 5:00 p.m. (New York time) on any business day and earlier than 11:59 p.m. (New York time) on the day preceding the next business day, (iii) one (1) business day after when sent, if sent by nationally recognized overnight courier service (charges prepaid), or (iv) upon actual receipt by the party to whom such notice is required to be given. The address for such notices and communications shall be as follows:

To the Company:

Avago Technologies Limited
No. 1 Yishun Avenue 7
Singapore 768923
Attention: Chief Executive Officer

To SilverLake:

Silver Lake Management Company, L.L.C.
2725 Sand Hill Road, Suite 150
Menlo Park, CA 94025
Attention: Kenneth Y. Hao

To KKR:

Kohlberg Kravis Roberts & Co., L.P.
2800 Sand Hill Road, Suite 200
Menlo Park, CA 94025
Attention: Adam H. Clammer

     10. Successors. This Agreement and all the obligations and benefits hereunder shall inure to the successors and assigns of the parties.

     11. Assignment. No party may assign any obligations hereunder to any other party without the prior written consent of each of the other parties; provided that any Advisor may, without consent of the Company or the other Advisors, assign its rights and obligations under this Agreement to any of its Affiliates.

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     12. Counterparts. This Agreement may be executed and delivered by each party hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original and all of which taken together shall constitute but one and the same agreement.

     13. Entire Agreement. The terms and conditions hereof constitute the entire agreement between the parties hereto with respect to the subject matter of this Agreement and supersede all previous communications, either oral or written, representations or warranties of any kind whatsoever, except as expressly set forth herein.

     14. Amendments and Waivers. No amendment, modification, extension, termination or waiver of any term, provision or condition of this Agreement (each, an “Amendment”) shall be effective unless in writing and executed by the Company and both Advisors.

     Each such Amendment shall be binding upon each party hereto. In addition, each party hereto may waive any right hereunder, as to itself, by an instrument in writing signed by such party. No waiver on any one occasion shall extend to or effect or be construed as a waiver of any right or remedy on any other occasion. No course of dealing of any Person nor any delay or omission in exercising any right or remedy shall constitute an amendment of this Agreement or a waiver of any right or remedy of any party hereto.

     15. Governing Law. All issues concerning this Agreement shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the law of any jurisdiction other than the State of New York.

     16. Consent to Jurisdiction. Each party to this Agreement, by its execution hereof, (a) hereby irrevocably submits to the exclusive jurisdiction of the United States District Court for the Southern District of New York and the state courts sitting in the State of New York, County of New York for the purpose of any action, claim, cause of action or suit (in contract, tort or otherwise), inquiry, proceeding or investigation arising out of or based upon this Agreement or relating to the subject matter hereof, (b) hereby waives to the extent not prohibited by applicable law, and agrees not to assert, and agrees not to allow any of its subsidiaries to assert, by way of motion, as a defense or otherwise, in any such action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that any such proceeding brought in one of the above-named courts is improper, or that this Agreement or the subject matter hereof or thereof may not be enforced in or by such court and (c) hereby agrees not to commence or maintain any action, claim, cause of action or suit (in contract, tort or otherwise), inquiry, proceeding or investigation arising out of or based upon this Agreement or relating to the subject matter hereof or thereof other than before one of the above-named courts nor to make any motion or take any other action seeking or intending to cause the transfer or removal of any such action, claim, cause of action or suit (in contract, tort or otherwise), inquiry, proceeding or investigation to any court other than one of the above-named courts whether on the grounds of inconvenient forum or otherwise. Notwithstanding the foregoing, to the extent that any party hereto is or becomes a party in any litigation in connection with which it may assert indemnification rights set forth in this agreement, the court in which such litigation is being heard shall be deemed to be included in

- 6 -

clause (a) above. Notwithstanding the foregoing, any party to this Agreement may commence and maintain an action to enforce a judgment of any of the above-named courts in any court of competent jurisdiction. Each party hereto hereby consents to service of process in any such proceeding in any manner permitted by New York law, and agrees that service of process by registered or certified mail, return receipt requested, at its address specified pursuant to Section 9 hereof is reasonably calculated to give actual notice.

     17. WAIVER OF JURY TRIAL. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW WHICH CANNOT BE WAIVED, EACH PARTY HERETO HEREBY WAIVES AND COVENANTS THAT IT WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE) ANY RIGHT TO TRIAL BY JURY IN ANY FORUM IN RESPECT OF ANY ISSUE OR ACTION, CLAIM, CAUSE OF ACTION OR SUIT (IN CONTRACT, TORT OR OTHERWISE), INQUIRY, PROCEEDING OR INVESTIGATION ARISING OUT OF OR BASED UPON THIS AGREEMENT OR THE SUBJECT MATTER HEREOF OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE TRANSACTIONS CONTEMPLATED HEREBY, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING. EACH PARTY HERETO ACKNOWLEDGES THAT IT HAS BEEN INFORMED BY THE OTHER PARTIES HERETO THAT THIS SECTION 17 CONSTITUTES A MATERIAL INDUCEMENT UPON WHICH THEY ARE RELYING AND WILL RELY IN ENTERING INTO THIS AGREEMENT. ANY PARTY HERETO MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 17 WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF EACH SUCH PARTY TO THE WAIVER OF ITS RIGHT TO TRIAL BY JURY.

     18. Joint and Several Liability. Each obligation described herein of the Company, HQCO and/or its subsidiaries, as the case may be, shall be a joint and several obligation of the Company, HQCO and its subsidiaries. If requested by any of the Advisors, then the Company shall cause any of its subsidiaries to sign a counterpart signature page to this Agreement to evidence such joint and several liability. Upon an underwritten registered public offering of capital stock of any subsidiary of the Company, the Advisors may cause such subsidiary (and its subsidiaries) to be released from joint and several liability for obligations hereunder arising after the closing of such offering, but this Agreement shall continue in full force and be binding on the Company and all of its other subsidiaries.

     19. Certain Definitions. For purposes of this Agreement, the following terms shall have the following meanings:

     “Affiliate” shall mean, with respect to any Person, (i) any other Person which directly or indirectly through one or more intermediaries controls, or is controlled by, or is under common control with, such Person (for the purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise); provided, however, that neither the Company nor any of its controlled Affiliates shall be deemed an Affiliate of any of the Company’s shareholders (and vice versa) and none of the Company’s shareholders shall be deemed Affiliates of each other solely as a result of their relationship with respect to the

- 7 -

Company, or (ii) if such Person is an investment fund, any other investment fund the primary investment advisor to which is the primary investment advisor to such Person or an Affiliate thereof.

     “Change in Control” shall have the meaning set forth in the Stockholders Agreement.

     “Initial Public Offering” shall have the meaning set forth in the Stockholders Agreement.

     “Person” shall mean any individual, partnership, corporation, company, association, trust, joint venture, limited liability company, unincorporated organization, entity or division, or any government, governmental department or agency or political subdivision thereof.

     “Quarterly Fee Amount” shall mean (a) $1,250,000 per fiscal quarter for the Company’s fiscal year 2005; and (b) for each fiscal year thereafter during the Term, an amount per fiscal quarter equal to 105% of the applicable Quarterly Fee Amount for the immediately preceding fiscal year.

     “Stockholders Agreement” shall mean that certain shareholders agreement of even date herewith, by and among investment funds managed by SilverLake (Offshore) AIV GP II, L.P. or its Affiliates, investment funds managed by KKR Millenium GP LLC, KKR Associates Europe, Limited Partnership, KKR Associates Europe II, Limited Partnership or its Affiliates, an investment fund managed jointly by KKR and SLP, Seletar Investment Pte. Ltd. and Geyser Investment Pte. Ltd., as amended from time to time in accordance with its terms.

* * * * *

- 8 -

          IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

COMPANY:
AVAGO TECHNOLOGIES LIMITED
By:	/s/ Kenneth Y. Hao
Name:	Kenneth Y. Hao
Its:	Director
AVAGO TECHNOLOGIES INTERNATIONAL SALES PTE. LIMITED
By:	/s/ Kenneth Y. Hao
Name:	Kenneth Y. Hao
Its:	Director

Signature Page to Advisory Agreement

ADVISORS:
SILVER LAKE MANAGEMENT COMPANY, L.L.C.
By:	/s/ Alan K. Austin
Name:	Alan K. Austin
Its:	Managing Director and Chief Operating Officer

Signature Page to Advisory Agreement

KOHLBERG KRAVIS ROBERTS & CO., L.P.
By: KKR & Co., LLC
By:	/s/ James H. Greene Jr.
Name:	James H. Greene Jr.
Its:	Director

Signature Page to Advisory Agreement

EX-10.33

Exhibit-10.33

AMENDMENT

TO

PURCHASE AND SALE AGREEMENT

     This Amendment to the Purchase and Sale Agreement(“Amendment”) is entered into effective as of March 1, 2006, by and among Avago Technologies Pte. Limited, a company organized under the laws of Singapore (“Seller Parent”), Avago Technologies Storage Holding (Labuan) Corporation, a company organized under the laws of Labuan (“Seller”), PMC-Sierra, Inc., a Delaware corporation (“Purchaser Parent”), and Palau Acquisition Corporation, a Delaware corporation (“Purchaser”) (each, a “Party” and collectively, the “Parties”). All capitalized terms used and not otherwise defined herein shall have the respective meanings assigned to such terms in the Purchase Agreement (as defined below).

Recitals

     A. The Parties entered into an Purchase and Sale Agreement dated as of October 28, 2005 (the “Purchase Agreement”), pursuant to which (among other things) the Parties have agreed that Purchaser shall purchase and assume from Seller and the Other Sellers, and Seller and the Other Sellers shall sell, transfer and Assign to Purchaser, the Purchased Assets and Assumed Liabilities of the Business, as well as the Purchased Subsidiary Interests, upon the terms and subject to the conditions specified in the Purchase Agreement

     B. The Parties now wish to amend certain provisions of the Purchase Agreement.

Agreement

     NOW, THEREFORE, in consideration of these premises and of the mutual agreements, representations, warranties and covenants herein contained, the Parties do hereby agree as follows:

SECTION 1. Amendment of Purchase Agreement

     1.1 Amendment of Section 3.2(a). Section 3.2(a) of the Purchase Agreement is hereby amended and restated in its entirety to read as follows:

     3.2 Payment of Purchase Price.

     (a) On the Closing Date, Purchaser shall pay to Seller (for its own account and as agent for any Other Seller unless otherwise provided in any Local Asset Transfer Agreement) an amount equal to (i) Four Hundred Twenty-Five Million Dollars and no cents ($425,000,000), (ii) plus or minus, as applicable, the difference between the Estimated Inventory (as defined in Section 3.2(b)) at the opening of business on the Closing Date (without giving effect to the Closing) and the Base Inventory, (iii) minus, if

applicable, the amount of any reduction in the Purchase Price pursuant to Schedule 3.2(a) and (iv) minus $412,000, which amount represents Seller’s estimate as of Closing of its potential liability for Singapore stamp duties that will be paid by Purchaser in accordance with Section 6.14(a). Such amount provided for in the immediately preceding sentence shall be payable in United States dollars in immediately available federal funds to such bank account or accounts as shall be designated in writing by Seller no later than the second Business Day prior to the Closing.

     1.2 Amendment of Section 3.2(c). Section 3.2(c) of the Purchase Agreement is hereby amended and restated in its entirety to read as follows:

     (c) Purchaser and Seller agree that to the extent that the Final Inventory exceeds the Estimated Inventory, Purchaser shall pay to Seller (on behalf of itself and as agent for any Other Seller) such excess (the “Inventory Excess Amount”), and to the extent that the Final Inventory is less than the Estimated Inventory , Seller (on behalf of itself and as agent for any Other Seller) shall pay to Purchaser such shortfall (the “Inventory Deficiency Amount”), in each case pursuant to the terms of this Section 3.2. For purposes of this Agreement, “Final Inventory” shall mean Inventory as of the opening of business on the Closing Date (without giving any effect to the Closing or any step up or step down in value for financial reporting purposes as a result of the closing of the transactions contemplated by the Semiconductor Business Purchase Agreement) prepared on a basis consistent with past accounting practice of the Business as determined pursuant to this Section 3.2. As used herein, “Inventory” means the all inventory of the Business as calculated and prepared in accordance with the past accounting practices of the Business, but shall not include (i) any in-transit inventory of the Business that Seller has sold prior to the opening of business on the Closing Date but that has not been shipped as of such Closing Date, (ii) any SSD amounts accrued by the Seller prior to the Closing Date, and (iii) any inventory relating to the Fort Collins Supply Agreement.

     1.3 Amendment of Section 6.14(e). Section 6.14(e) of the Purchase Agreement is hereby amended and restated in its entirety to read as follows:

     (e) Indemnification. The Seller Parties shall indemnify, save and hold the Purchaser Indemnified Parties harmless from and against any and all Purchaser Losses incurred in connection with, arising out of, resulting from or incident to (i) any Taxes of any of the Purchased Seller Subsidiaries or with respect to the Purchased Assets, Transferred Business Intellectual Property or Transferred Business Intellectual Property Rights for any Tax year or portion thereof ending on or before the Closing Date (or for any Straddle Period, to the extent allocable to the portion of such period beginning before and ending on the Closing Date, determined in accordance with 6.14(b)(iii)) (which, for the avoidance of doubt, shall include any Taxes, whenever arising, resulting directly or indirectly from the termination of any Tax holiday or similar incentive or from the recapture of any Tax benefit that may be claimed by Seller or the Purchased Seller Subsidiaries for any period or portion of any period ending on or prior to the Closing Date); (ii) any failure of any representation or warranty of Seller or the Other Sellers set forth in Section 4.10 to be true and correct; (iii) any Taxes arising out of or attributable to

the acquisition of the Business from Angel; (iv) any withholding Taxes (whenever arising) attributable to the payment of the Purchase Price; and (v) the unpaid Taxes of any Person (other than either of the Purchased Seller Subsidiaries) under Treasury regulations Section 1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor, by contract, or otherwise.

     1.4 No Other Amendments. Except as it has been specifically amended pursuant to Section 1, the Purchase Agreement shall from and after the date hereof continue in full force and effect.

SECTION 2. Additional Provisions

     2.1 Entire Agreement and Modification. The Purchase Agreement (including the exhibits thereto), as amended by this Amendment, constitutes the entire agreement among the Parties with respect to the subject matter thereof and hereof and supersedes any prior understandings, agreements, or representations by or among the Parties, written or oral, to the extent they related in any way to the subject matter hereof and thereof. The Purchase Agreement, as amended by this Amendment, may not be further amended except by a written agreement executed by all Parties.

     2.2 Counterparts. This Amendment may be executed in counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument.

     2.3 Headings. The Section headings contained in this Amendment are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Amendment.

     2.4 Severability. Any term or provision of this Amendment that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction.

[SIGNATURE PAGES FOLLOW]

     IN WITNESS WHEREOF, the Parties have caused this Amendment to the Purchase and Sale Agreement to be duly executed as of the date first above written.

AVAGO TECHNOLOGIES PTE. LIMITED
By:	/s/ Adam H. Clammer
Name:	Adam H. Clammer
Title:	Director
AVAGO TECHNOLOGIES STORAGE HOLDING (LABUAN) CORPORATION
By:	/s/ Adam H. Clammer
Name:	Adam H. Clammer
Title:	Director

[SIGNATURE PAGE OF SELLER PARENT AND SELLER TO THE AMENDMENT TO
THE PURCHASE AND SALE AGREEMENT – PURCHASER’S SIGNATURE PAGE
FOLLOWS]

PMC-SIERRA, INC.
By:	/s/ Alan Krock
Name: Alan Krock
Title: Vice President, Chief Financial Officer
PALAU ACQUISITION CORPORATION
By:	/s/ Alan Krock
Name: Alan Krock
Title: Vice President, Chief Financial Officer

[SIGNATURE PAGE OF PURCHASER PARENT AND PURCHASER TO THE
AMENDMENT TO THE PURCHASE AND SALE AGREEMENT]

-5-

EX-12.1

Exhibit 12.1

AVAGO TECHNOLOGIES FINANCE PTE. LTD.
Ratio of Earnings to Fixed Charges
(IN MILLIONS)

	Predecessor												Company
	Year ended October 31,							Nine Months Ended		One Month Ended			Nine Months Ended
	2003			2004		2005		July 31, 2005		November 30, 2005			July 31, 2006
Fixed charges (1):
Interest expense	$	—		$	—	$	—	$	—	$	—		$	114
Interest factor on rentals (2)		9			8		6		1		3			3
Fixed charges above	$	9		$	8	$	6	$	1	$	3		$	117
Earnings available for fixed charges:
Income (loss) from continuing operations before income taxes	$	(174	)	$	81	$	55	$	45	$	(23	)	$	(158	)
Fixed charges as above		9			8		6		1		3			117
Unamortized capitalized debt issuance costs		—			—		—		—		—			38
Earnings available for fixed charges	$	(165	)	$	89	$	61	$	46	$	(20	)	$	(3	)
Ratio of earnings to fixed charges		—			11.1		10.2		46		—			—
Deficiency of earnings to fixed charges	$	(174	)	—		—		—		$	(23	)	$	(120	)

(1)

For purposes of computing this ratio of earnings to fixed charges, “fixed charges” consist of interest expense on all indebtedness plus amortization of debt issuance costs and an estimate of interest expense within rental expense. “Earnings” consist of pre-tax income (loss) from continuing operations plus fixed charges and unamortized capitalized debt issuance costs. Earnings were insufficient to cover fixed charges by $174 million for the year ended October 31, 2003, $23 million for the one month ended November 30, 2005 and $120 million for the nine months ended July 31, 2006.

(2)

The Company uses one-third of rental expense as an estimation of the interest factor on its rental expense.

EX-21.1

Exhibit 21.1

List of Subsidiaries
Avago Semiconductor Technology (Shanghai) Limited	China
Avago Technologies Canada Corporation	Canada
Avago Technologies Finance S.à.r.l.	Luxembourg
Avago Technologies General IP (Singapore) Pte. Ltd.	Singapore
Avago Technologies Storage Holding (Labuan) Corporation	Labuan
Avago Technologies (Hong Kong) Limited	Hong Kong
Avago Technologies (Malaysia) Sdn. Bhd.	Malaysia
Avago Technologies ECBU IP (Singapore) Pte. Ltd.	Singapore
Avago Technologies Enterprise Holding (Labuan) Corporation	Labuan
Avago Technologies Enterprise IP (Singapore) Pte. Ltd.	Singapore
Avago Technologies Fiber Holding (Labuan) Corporation	Labuan
Avago Technologies Fiber IP (Singapore) Pte. Ltd.	Singapore
Avago Technologies Finland Oy	Finland
Avago Technologies France SAS	France
Avago Technologies General Hungary Vagyonkezelő Kft	Hungary
Avago Technologies GmbH	Germany
Avago Technologies Holdings B.V.	Netherlands
Avago Technologies Imaging Holding (Labuan) Corporation	Labuan
Avago Technologies International Sales Pte. Limited	Singapore
Avago Technologies Italy S.r.l.	Italy
Avago Technologies Japan, Ltd.	Japan
Avago Technologies Korea Co. Ltd.	Korea
Avago Technologies Manufacturing (Singapore) Pte. Ltd.	Singapore
Avago Technologies Mexico, S. de R.L. de C.V.	Mexico
Avago Technologies Sensor (U.S.A.) Inc.	Delaware
Avago Technologies Sensor IP Pte. Ltd.	Singapore
Avago Technologies Spain SA	Spain
Avago Technologies Storage Holdings B.V.	Netherlands
Avago Technologies Storage Hungary Vagyonkezelő Kft	Hungary
Avago Technologies Sweden AB	Sweden
Avago Technologies U.K. Limited	England
Avago Technologies U.S. Inc.	Delaware
Avago Technologies U.S. R&D Inc.	Delaware
Avago Technologies Wireless (U.S.A.) Inc.	Delaware

Avago Technologies Wireless (U.S.A.) Manufacturing Inc.	Delaware
Avago Technologies Wireless Holding (Labuan) Corporation	Labuan
Avago Technologies Wireless Holdings B.V.	Netherlands
Avago Technologies Wireless Hungary Vagyonkezelő Kft	Hungary
Avago Technologies Wireless IP (Singapore) Pte. Ltd.	Singapore

EX-23.11

Exhibit 23.11

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

     We hereby consent to the use in this Registration Statement on Form F-4 of Avago Technologies Finance Pte. Ltd. of our report dated September 29, 2006 relating to the financial statements of Avago Technologies Finance Pte. Ltd., a wholly owned subsidiary of Avago Technologies Limited, which appears in such Registration Statement. We also consent to the reference to us under the headings “Experts” in such Registration Statement.

/s/ PricewaterhouseCoopers LLP
San Jose, California
September 29, 2006

EX-23.12

Exhibit 23.12

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

     We hereby consent to the use in this Registration Statement on Form F-4 of Avago Technologies Finance Pte. Ltd. of our report dated June 5, 2006, except for the effects of discontinued operations discussed in Note 17 to the financial statements, as to which the date is September 29, 2006, relating to the financial statements of the Semiconductor Products Business, a business segment of Agilent Technologies, Inc., which appears in such Registration Statement. We also consent to the reference to us under the headings “Experts” in such Registration Statement.

/s/ PricewaterhouseCoopers LLP
San Jose, California
September 29, 2006

EX-25.1

Exhibit 25.1

FORM T-1

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2)     o

THE BANK OF NEW YORK

(Exact name of trustee as specified in its charter)

New York (State of incorporation if not a U.S. national bank)	13-5160382 (I.R.S. employer identification no.)
One Wall Street, New York, N.Y. (Address of principal executive offices)	10286 (Zip code)

Avago Technologies Finance Pte. Ltd.

(Exact name of obligor as specified in its charter)

(See attached pages for additional obligors)

Republic of Singapore	Not Applicable
(State or other jurisdiction of	(I.R.S. employer
incorporation or organization)	identification no.)
1 Yishun Avenue 7, Singapore 768923
Tel: (65) 6755-7888	768923
(Address of principal executive offices)	(Zip code)

10-1/8% Senior Notes due 2013
Senior Floating Rate Notes due 2013
Guarantees of 10-1/8% Senior Notes due 2013
Guarantees of Senior Floating Rate Notes due 2013
(Title of Indenture Securities)

TABLE OF ADDITIONAL OBLIGORS

		Primary
	State or Other	Standard			Address, Including Zip Code and
	Jurisdiction of	Industrial		I.R.S. Employer	Telephone Number,
Exact Name as	Incorporation or	Classification		Identification	Including Area Code, of Principal
Specified in its Charter	Organization	Number		Number	Executive Offices
Avago Technologies U.S. Inc.	Delaware		3674	20-3387670	350 West Trimble Road San Jose, California 95131 Tel: (408) 435-7400
Avago Technologies Wireless (U.S.A.) Manufacturing Inc.	Delaware		3674	20-3514362	350 West Trimble Road San Jose, California 95131 Tel: (408) 435-7400
Avago Technologies ECBU IP (Singapore) Pte. Ltd.	Singapore		3674	Not Applicable	1 Yishun Avenue 7 Singapore 768923 Tel: (65) 6755-7888
Avago Technologies Enterprise IP (Singapore) Pte. Ltd.	Singapore		3674	Not Applicable	1 Yishun Avenue 7 Singapore 768923 Tel: (65) 6755-7888

- 2 -

		Primary
	State or Other	Standard			Address, Including Zip Code and
	Jurisdiction of	Industrial		I.R.S. Employer	Telephone Number,
Exact Name as	Incorporation or	Classification		Identification	Including Area Code, of Principal
Specified in its Charter	Organization	Number		Number	Executive Offices
Avago Technologies Fiber IP (Singapore) Pte. Ltd.	Singapore		3674	Not Applicable	1 Yishun Avenue 7 Singapore 768923 Tel: (65) 6755-7888
Avago Technologies General IP (Singapore) Pte. Ltd.	Singapore		3674	Not Applicable	1 Yishun Avenue 7 Singapore 768923 Tel: (65) 6755-7888
Avago Technologies International Sales Pte. Limited	Singapore		3674	Not Applicable	1 Yishun Avenue 7 Singapore 768923 Tel: (65) 6755-7888
Avago Technologies Manufacturing (Singapore) Pte. Ltd.	Singapore		3674	Not Applicable	1 Yishun Avenue 7 Singapore 768923 Tel: (65) 6755-7888
Avago Technologies Sensor IP Pte. Ltd.	Singapore		3674	Not Applicable	1 Yishun Avenue 7 Singapore 768923 Tel: (65) 6755-7888
Avago Technologies Wireless IP (Singapore) Pte. Ltd.	Singapore		3674	Not Applicable	1 Yishun Avenue 7 Singapore 768923 Tel: (65) 6755-7888
Avago Technologies Sensor (U.S.A.) Inc.	Delaware		3674	20-4522743	350 West Trimble Road San Jose, California 95131 Tel: (408) 435-7400

- 3 -

		Primary
	State or Other	Standard			Address, Including Zip Code and
	Jurisdiction of	Industrial		I.R.S. Employer	Telephone Number,
Exact Name as	Incorporation or	Classification		Identification	Including Area Code, of Principal
Specified in its Charter	Organization	Number		Number	Executive Offices
Avago Technologies U.S. R&D Inc.	Delaware		3674	20-3379093	350 West Trimble Road San Jose, California 95131 Tel: (408) 435-7400
Avago Technologies Wireless (U.S.A.) Inc.	Delaware		3674	20-3514309	350 West Trimble Road San Jose, California 95131 Tel: (408) 435-7400
Avago Technologies (Malaysia) Sdn. Bhd.	Malaysia		3674	Not Applicable	Bayan Lepas Free Industrial Zone 11900 Penang, Malaysia Tel: (604) 643-0611
Avago Technologies Enterprise Holding (Labuan) Corporation	Labuan		3674	Not Applicable	Unit Level 13(E), Main Office Tower Financial Park Labuan Jalan Merdeka, 87000 Federal Territory of Labuan, Malaysia Tel: 6087 451 688
Avago Technologies Fiber Holding (Labuan) Corporation	Labuan		3674	Not Applicable	Unit Level 13(E), Main Office Tower Financial Park Labuan Jalan Merdeka, 87000 Federal Territory of Labuan, Malaysia Tel: 6087 451 688
Avago Technologies Imaging Holding (Labuan) Corporation	Labuan		3674	Not Applicable	Unit Level 13(E), Main Office Tower Financial Park Labuan Jalan Merdeka, 87000 Federal Territory of Labuan, Malaysia Tel: 6087 451 688
Avago Technologies Storage Holding (Labuan) Corporation	Labuan		3674	Not Applicable	Unit Level 13(E), Main Office Tower Financial Park Labuan Jalan Merdeka, 87000 Federal Territory of Labuan, Malaysia Tel: 6087 451 688

- 4 -

		Primary
	State or Other	Standard			Address, Including Zip Code and
	Jurisdiction of	Industrial		I.R.S. Employer	Telephone Number,
Exact Name as	Incorporation or	Classification		Identification	Including Area Code, of Principal
Specified in its Charter	Organization	Number		Number	Executive Offices
Avago Technologies Wireless Holding (Labuan) Corporation	Labuan		3674	Not Applicable	Unit Level 13(E), Main Office Tower Financial Park Labuan Jalan Merdeka, 87000 Federal Territory of Labuan, Malaysia Tel: 6087 451 688
Avago Technologies Holdings B.V.	Netherlands		3674	Not Applicable	Naritaweg 165, Telestone 8 1043 BW Amsterdam, the Netherlands
					Tel: +31 (0) 20 5722 312
Avago Technologies Storage Holdings B.V.	Netherlands		3674	Not Applicable	Naritaweg 165, Telestone 8 1043 BW Amsterdam, the Netherlands Tel: +31 (0) 20 5722 312
Avago Technologies Wireless Holdings B.V.	Netherlands		3674	Not Applicable	Naritaweg 165, Telestone 8 1043 BW Amsterdam, the Netherlands Tel: +31 (0) 20 5722 312
Avago Technologies Canada Corporation	Canada		3674	Not Applicable	5300 Commerce Court West 199 Bay Street Toronto, Ontario M5L 1B9 Canada Tel: (416) 869-5500
Avago Technologies GmbH	Germany		3674	Not Applicable	Herrenberger Strasse 130 71034 Boeblingen Germany Tel: (49) 7031 464 1955

- 5 -

		Primary
	State or Other	Standard			Address, Including Zip Code and
	Jurisdiction of	Industrial		I.R.S. Employer	Telephone Number,
Exact Name as	Incorporation or	Classification		Identification	Including Area Code, of Principal
Specified in its Charter	Organization	Number		Number	Executive Offices
Avago Technologies Italy S.r.l.	Italy		3674	Not Applicable	Via Schiaparelli 12 10148 Torino, Italy Tel: (39) 02926081
Avago Technologies Japan, Ltd.	Japan		3674	Not Applicable	7th floor, Sumitomo-Fudosan Aobadai Hills, 7-7 Aobadai 4-chome Meguro-ku, Tokyo 153-0042 Japan Tel: 81-3-6407-2727
Avago Technologies Mexico, S. de R.L. de C.V.	Mexico		3674	Not Applicable	San Francisco No. 1005, P.B. Colonia Del Valle, C.P. 03100 México, D.F., México Tel: (52-55) 5687-9133
Avago Technologies U.K. Limited	England		3674	Not Applicable	Building A, Trinity Court Wokingham Road Bracknell RG42 1PL United Kingdom Tel: 44 1344 668 342

- 6 -

Item 1. General information. Furnish the following information as to the Trustee:

(a) Name and address of each examining or supervising authority to which it is subject.

Name	Address
Superintendent of Banks of the State of New York	One State Street, New York, N.Y. 10004-1417, and Albany, N.Y. 12223
Federal Reserve Bank of New York	33 Liberty Street, New York, N.Y. 10045
Federal Deposit Insurance Corporation	Washington, D.C. 20429
New York Clearing House Association	New York, New York 10005

(b) Whether it is authorized to exercise corporate trust powers.

Yes.

Item 2. Affiliations with Obligor.

If the obligor is an affiliate of the trustee, describe each such affiliation.

None.

Item 3-15. Not Applicable.

Item 16. List of Exhibits.

Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the “Act”) and 17 C.F.R. 229.10(d).

1. A copy of the Organization Certificate of The Bank of New York (formerly Irving Trust Company) as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1 filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with Registration Statement No. 33-21672, Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121195.)

- 7 -

4.	A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-121195.)
6.	The consent of the Trustee required by Section 321(b) of the Act. (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-106702.)
7.	A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.

- 8 -

SIGNATURE

     Pursuant to the requirements of the Act, the Trustee, The Bank of New York, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of New York, and State of New York, on the 28th day of September, 2006.

THE BANK OF NEW YORK
By:	/s/ Nelson Kercado
	Name:	NELSON KERCADO
	Title:	ASSISTANT VICE PRESIDENT

- 9 -

Exhibit 7

Consolidated Report of Condition of

THE BANK OF NEW YORK

of One Wall Street, New York, N.Y. 10286

And Foreign and Domestic Subsidiaries,

a member of the Federal Reserve System, at the close of business June 30, 2006, published in accordance with a call made by the Federal Reserve Bank of this District pursuant to the provisions of the Federal Reserve Act.

		Dollar Amounts
		In Thousands
ASSETS
Cash and balances due from depository institutions:
	Noninterest-bearing balances and currency and coin		3,372,000
	Interest-bearing balances		11,005,000
Securities:
	Held-to-maturity securities		2,269,000
	Available-for-sale securities		23,124,000
Federal funds sold and securities purchased under agreements to resell
	Federal funds sold in domestic offices		490,000
	Securities purchased under agreements to resell		252,000
Loans and lease financing receivables:
	Loans and leases held for sale		0
	Loans and leases, net of unearned income		36,722,000
	LESS: Allowance for loan and lease losses		414,000
	Loans and leases, net of unearned income and allowance		36,308,000
Trading assets			5,770,000
Premises and fixed assets (including capitalized leases)			848,000
Other real estate owned			0
Investments in unconsolidated subsidiaries and associated companies			302,000
Not applicable
Intangible assets:
	Goodwill		2,177,000
	Other intangible assets		750,000
Other assets			7,196,000
Total assets			93,863,000
LIABILITIES
Deposits:
	In domestic offices		40,014,000
	Noninterest-bearing		21,153,000
	Interest-bearing		18,861,000
	In foreign offices, Edge and Agreement subsidiaries, and IBFs		31,312,000
	Noninterest-bearing		286,000
	Interest-bearing		31,026,000
Federal funds purchased and securities sold under agreements to repurchase
	Federal funds purchased in domestic offices		839,000
	Securities sold under agreements to repurchase		396,000
Trading liabilities			3,045,000
Other borrowed money: (includes mortgage indebtedness and obligations under capitalized leases)			1,670,000
Not applicable
Not applicable
Subordinated notes and debentures			1,955,000
Other liabilities			6,011,000
Total liabilities			85,242,000
Minority interest in consolidated subsidiaries			150,000
EQUITY CAPITAL
Perpetual preferred stock and related surplus			0
Common stock			1,135,000
Surplus (exclude all surplus related to preferred stock)			2,112,000
Retained earnings			5,444,000
Accumulated other comprehensive income			(220,000	)
Other equity capital components			0
Total equity capital			8,471,000
Total liabilities, minority interest, and equity capital			93,863,000

     I, Thomas J. Mastro, Executive Vice President and Comptroller of the above-named bank do hereby declare that this Report of Condition is true and correct to the best of my knowledge and belief.

Thomas J. Mastro,

Executive Vice President and Comptroller

      We, the undersigned directors, attest to the correctness of this statement of resources and liabilities. We declare that it has been examined by us, and to the best of our knowledge and belief has been prepared in conformance with the instructions and is true and correct.

Thomas A. Renyi

Gerald L. Hassell

Directors

EX-25.2

Exhibit 25.2

FORM T-1

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2)          |__|

THE BANK OF NEW YORK

(Exact name of trustee as specified in its charter)

New York	13-5160382
(State of incorporation	(I.R.S. employer
if not a U.S. national bank)	identification no.)
One Wall Street, New York, N.Y.	10286
(Address of principal executive offices)	(Zip code)

Avago Technologies Finance Pte. Ltd.

(Exact name of obligor as specified in its charter)

(See attached pages for additional obligors)

Republic of Singapore	Not Applicable
(State or other jurisdiction of	(I.R.S. employer
incorporation or organization)	identification no.)
1 Yishun Avenue 7, Singapore 768923
Tel: (65) 6755-7888	768923
(Address of principal executive offices)	(Zip code)

11-7/8% Senior Subordinated Notes due 2015

Gurantees of Senior Subordinated Notes due 2015
(Title of Indenture Securities)

TABLE OF ADDITIONAL OBLIGORS

		Primary
	State or Other	Standard			Address, Including Zip Code and
	Jurisdiction of	Industrial		I.R.S. Employer	Telephone Number,
Exact Name as	Incorporation or	Classification		Identification	Including Area Code, of Principal
Specified in its Charter	Organization	Number		Number	Executive Offices
Avago Technologies U.S. Inc.	Delaware		3674	20-3387670	350 West Trimble Road
					San Jose, California 95131
					Tel: (408) 435-7400
Avago Technologies Wireless (U.S.A.)	Delaware		3674	20-3514362	350 West Trimble Road
Manufacturing Inc.					San Jose, California 95131
					Tel: (408) 435-7400
Avago Technologies ECBU IP (Singapore)	Singapore		3674	Not Applicable	1 Yishun Avenue 7
Pte. Ltd.					Singapore 768923
					Tel: (65) 6755-7888
Avago Technologies Enterprise IP	Singapore		3674	Not Applicable	1 Yishun Avenue 7
(Singapore) Pte. Ltd.					Singapore 768923
					Tel: (65) 6755-7888

-2-

		Primary
	State or Other	Standard			Address, Including Zip Code and
	Jurisdiction of	Industrial		I.R.S. Employer	Telephone Number,
Exact Name as	Incorporation or	Classification		Identification	Including Area Code, of Principal
Specified in its Charter	Organization	Number		Number	Executive Offices
Avago Technologies Fiber IP (Singapore)	Singapore		3674	Not Applicable	1 Yishun Avenue 7
Pte. Ltd.					Singapore 768923
					Tel: (65) 6755-7888
Avago Technologies General IP	Singapore		3674	Not Applicable	1 Yishun Avenue 7
(Singapore) Pte. Ltd.					Singapore 768923
					Tel: (65) 6755-7888
Avago Technologies International Sales	Singapore		3674	Not Applicable	1 Yishun Avenue 7
Pte. Limited					Singapore 768923
					Tel: (65) 6755-7888
Avago Technologies Manufacturing	Singapore		3674	Not Applicable	1 Yishun Avenue 7
(Singapore) Pte. Ltd.					Singapore 768923
					Tel: (65) 6755-7888
Avago Technologies Sensor IP Pte. Ltd.	Singapore		3674	Not Applicable	1 Yishun Avenue 7
					Singapore 768923
					Tel: (65) 6755-7888
Avago Technologies Wireless IP	Singapore		3674	Not Applicable	1 Yishun Avenue 7
(Singapore) Pte. Ltd.					Singapore 768923
					Tel: (65) 6755-7888
Avago Technologies Sensor (U.S.A.) Inc.	Delaware		3674	20-4522743	350 West Trimble Road
					San Jose, California 95131
					Tel: (408) 435-7400

-3-

		Primary
	State or Other	Standard			Address, Including Zip Code and
	Jurisdiction of	Industrial		I.R.S. Employer	Telephone Number,
Exact Name as	Incorporation or	Classification		Identification	Including Area Code, of Principal
Specified in its Charter	Organization	Number		Number	Executive Offices
Avago Technologies U.S. R&D Inc.	Delaware		3674	20-3379093	350 West Trimble Road
					San Jose, California 95131
					Tel: (408) 435-7400
Avago Technologies Wireless (U.S.A.) Inc.	Delaware		3674	20-3514309	350 West Trimble Road
					San Jose, California 95131
					Tel: (408) 435-7400
Avago Technologies (Malaysia) Sdn. Bhd.	Malaysia		3674	Not Applicable	Bayan Lepas Free Industrial Zone
					11900 Penang, Malaysia
					Tel: (604) 643-0611
Avago Technologies Enterprise Holding (Labuan) Corporation	Labuan		3674	Not Applicable	Unit Level 13(E), Main Office Tower Financial Park Labuan
					Jalan Merdeka, 87000 Federal Territory of Labuan, Malaysia
					Tel: 6087 451 688
Avago Technologies Fiber Holding (Labuan) Corporation	Labuan		3674	Not Applicable	Unit Level 13(E), Main Office Tower Financial Park Labuan
					Jalan Merdeka, 87000 Federal Territory of Labuan, Malaysia
					Tel: 6087 451 688
Avago Technologies Imaging Holding (Labuan) Corporation	Labuan		3674	Not Applicable	Unit Level 13(E), Main Office Tower Financial Park Labuan
					Jalan Merdeka, 87000 Federal Territory of Labuan, Malaysia
					Tel: 6087 451 688
Avago Technologies Storage Holding (Labuan) Corporation	Labuan		3674	Not Applicable	Unit Level 13(E), Main Office Tower Financial Park Labuan
					Jalan Merdeka, 87000 Federal Territory of Labuan, Malaysia
					Tel: 6087 451 688

-4-

		Primary
	State or Other	Standard			Address, Including Zip Code and
	Jurisdiction of	Industrial		I.R.S. Employer	Telephone Number,
Exact Name as	Incorporation or	Classification		Identification	Including Area Code, of Principal
Specified in its Charter	Organization	Number		Number	Executive Offices
Avago Technologies Wireless Holding (Labuan) Corporation	Labuan		3674	Not Applicable	Unit Level 13(E), Main Office Tower Financial Park Labuan
					Jalan Merdeka, 87000 Federal Territory of Labuan, Malaysia
					Tel: 6087 451 688
Avago Technologies Holdings B.V.	Netherlands		3674	Not Applicable	Naritaweg 165, Telestone 8
					1043 BW Amsterdam, the Netherlands
					Tel: +31 (0) 20 5722 312
Avago Technologies Storage Holdings B.V.	Netherlands		3674	Not Applicable	Naritaweg 165, Telestone 8
					1043 BW Amsterdam, the Netherlands
					Tel: +31 (0) 20 5722 312
Avago Technologies Wireless Holdings B.V.	Netherlands		3674	Not Applicable	Naritaweg 165, Telestone 8
					1043 BW Amsterdam, the Netherlands
					Tel: +31 (0) 20 5722 312
Avago Technologies Canada Corporation	Canada		3674	Not Applicable	5300 Commerce Court West
					199 Bay Street
					Toronto, Ontario M5L 1B9
					Canada
					Tel: (416) 869-5500
Avago Technologies GmbH	Germany		3674	Not Applicable	Herrenberger Strasse 130
					71034 Boeblingen
					Germany
					Tel: (49) 7031 464 1955

-5-

		Primary
	State or Other	Standard			Address, Including Zip Code and
	Jurisdiction of	Industrial		I.R.S. Employer	Telephone Number,
Exact Name as	Incorporation or	Classification		Identification	Including Area Code, of Principal
Specified in its Charter	Organization	Number		Number	Executive Offices
Avago Technologies Italy S.r.l.	Italy		3674	Not Applicable	Via Schiaparelli 12
					10148 Torino, Italy
					Tel: (39) 02926081
Avago Technologies Japan, Ltd.	Japan		3674	Not Applicable	7th floor, Sumitomo-Fudosan Aobadai Hills, 7-7
					Aobadai 4-chome
					Meguro-ku, Tokyo 153-0042
					Japan
					Tel: 81-3-6407-2727
Avago Technologies Mexico, S. de R.L. de	Mexico		3674	Not Applicable	San Francisco No. 1005, P.B.
C.V.					Colonia Del Valle, C.P. 03100
					México, D.F., México
					Tel: (52-55) 5687-9133
Avago Technologies U.K. Limited	England		3674	Not Applicable	Building A, Trinity Court
					Wokingham Road
					Bracknell RG42 1PL
					United Kingdom
					Tel: 44 1344 4668 342

-6-

Item 1. General information. Furnish the following information as to the Trustee:

(a) Name and address of each examining or supervising authority to which it is subject.

Name	Address
Superintendent of Banks of the State of New York	One State Street, New York, N.Y.
	10004-1417, and Albany, N.Y. 12223
Federal Reserve Bank of New York	33 Liberty Street, New York, N.Y. 10045
Federal Deposit Insurance Corporation	Washington, D.C. 20429
New York Clearing House Association	New York, New York 10005

(b)	Whether it is authorized to exercise corporate trust powers.
	Yes.

Item 2.	Affiliations with Obligor.
	If the obligor is an affiliate of the trustee, describe each such affiliation.
	None.
Item 3-15.	Not applicable.
Item 16.	List of Exhibits.
	Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the “Act”) and 17 C.F.R. 229.10(d).

1.

A copy of the Organization Certificate of The Bank of New York (formerly Irving Trust Company) as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1 filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with Registration Statement No. 33-21672, Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121195.)

4.

A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-121195.)

-7-

6.	The consent of the Trustee required by Section 321(b) of the Act. (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-106702.)
7.	A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.

-8-

SIGNATURE

     Pursuant to the requirements of the Act, the Trustee, The Bank of New York, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of New York, and State of New York, on the 28th day of September, 2006.

THE BANK OF NEW YORK
By:	/s/ Nelson Kercado
	Name:	NELSON KERCADO
	Title:	ASSISTANT VICE PRESIDENT

-9-

Exhibit 7

Consolidated Report of Condition of

THE BANK OF NEW YORK

of One Wall Street, New York, N.Y. 10286

And Foreign and Domestic Subsidiaries,

a member of the Federal Reserve System, at the close of business June 30, 2006, published in accordance with a call made by the Federal Reserve Bank of this District pursuant to the provisions of the Federal Reserve Act.

		Dollar Amounts
		In Thousands
ASSETS
Cash and balances due from depository institutions:
	Noninterest-bearing balances and currency and coin		3,372,000
	Interest-bearing balances		11,005,000
Securities:
	Held-to-maturity securities		2,269,000
	Available-for-sale securities		23,124,000
Federal funds sold and securities purchased under agreements to resell
	Federal funds sold in domestic offices		490,000
	Securities purchased under agreements to resell		252,000
Loans and lease financing receivables:
	Loans and leases held for sale		0
	Loans and leases, net of unearned income		36,722,000
	LESS: Allowance for loan and lease losses		414,000
	Loans and leases, net of unearned income and allowance		36,308,000
Trading assets			5,770,000
Premises and fixed assets (including capitalized leases)			848,000
Other real estate owned			0
Investments in unconsolidated subsidiaries and associated companies			302,000
Not applicable
Intangible assets:
	Goodwill		2,177,000
	Other intangible assets		750,000
Other assets			7,196,000
Total assets			93,863,000
LIABILITIES
Deposits:
	In domestic offices		40,014,000
	Noninterest-bearing		21,153,000
	Interest-bearing		18,861,000
	In foreign offices, Edge and Agreement subsidiaries, and IBFs		31,312,000
	Noninterest-bearing		286,000
	Interest-bearing		31,026,000
Federal funds purchased and securities sold under agreements to repurchase
	Federal funds purchased in domestic offices		839,000
	Securities sold under agreements to repurchase		396,000
Trading liabilities			3,045,000
Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases)			1,670,000
Not applicable
Not applicable
Subordinated notes and debentures			1,955,000
Other liabilities			6,011,000
Total liabilities			85,242,000
Minority interest in consolidated subsidiaries			150,000
EQUITY CAPITAL
Perpetual preferred stock and related surplus			0
Common stock			1,135,000
Surplus (exclude all surplus related to preferred stock)			2,112,000
Retained earnings			5,444,000
Accumulated other comprehensive income			(220,000	)
Other equity capital components			0
Total equity capital			8,471,000
Total liabilities, minority interest, and equity capital			93,863,000

      I, Thomas J. Mastro, Executive Vice President and Comptroller of the above-named bank do hereby declare that this Report of Condition is true and correct to the best of my knowledge and belief.

Thomas J. Mastro,

Executive Vice President and Comptroller

      We, the undersigned directors, attest to the correctness of this statement of resources and liabilities. We declare that it has been examined by us, and to the best of our knowledge and belief has been prepared in conformance with the instructions and is true and correct.

Thomas A. Renyi

Gerald L. Hassell

Directors

COVER

135 Commonwealth Drive

Menlo Park, California 94025

Tel: (650) 328-4600 Fax: (650) 463-2600

www.lw.com

FIRM / AFFILIATE OFFICES
Brussels	New Jersey
Chicago	New York
Frankfurt	Northern Virginia
Hamburg	Orange County
Hong Kong	Paris
London	San Diego
Los Angeles	San Francisco
Milan	Silicon Valley
Moscow	Singapore
Munich	Tokyo
	Washington, D.C.

September 29, 2006

Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: Paul Dudek

Re:  Avago Technologies Finance Pte. Ltd.
Registration Statement on Form F-4

Dear Mr. Dudek:

     Our client, Avago Technologies Finance Pte. Ltd., a Singapore private limited company (the “Company”), is today filing under the Securities Act of 1933, as amended (the “Securities Act”), a Registration Statement on Form F-4 relating to the exchange of $500,000,000 principal amount of 101/8% Senior Notes due 2013, $250,000,000 principal amount of Senior Floating Rate Notes due 2013 and $250,000,000 principal amount of 117/8% Senior Subordinated Notes due 2015, all of which will be registered under the Securities Act, for any and all outstanding 101/8% Senior Notes due 2013, Senior Floating Rate Notes due 2013 and 117/8% Senior Subordinated Notes due 2015, respectively. The Company has paid the registration fee of $107,000 by wire transfer to the Commission’s account at Mellon Bank as permitted by the Rules under the Securities Act.

     The Company’s fiscal year ends on October 31, and the Form F-4 includes audited financial information for the Company for the nine months ended July 31, 2006, as well as financial information of its predecessor for prior periods. The Form F-4 omits certain executive compensation information for the last completed fiscal year because the Company had no operations as of October 31, 2005 and the Company respectfully submits that executive compensation information for the predecessor would not be relevant to holders of notes. The Company currently plans to undertake the exchange offers contemplated by the Form F-4 in December 2006. Prior to requesting acceleration of the Form F-4, the Company will include in a pre-effective amendment to the Form F-4 filed with the Commission: (1) audited financial information of the Company for the year ending October 31, 2006 and (2) the executive compensation information required under Item 402 of Regulation S-K for the year ending October 31, 2006.

     As indicated in the registration statement, the Company respectfully represents that selected financial data for the year ended October 31, 2002 cannot be prepared without incurring unreasonable effort or expense. The Company was, until December 1, 2005, a business unit of Agilent Technologies, Inc. (“Agilent”) and the historical data includes extensive allocations and other data not readily accessible to the Company. The Company has also recently completed two material dispositions that are not readily identifiable in historical Agilent records because 2002 predates the installation of a new ERP system. Further, given the passage of time and the rapid rate of change in the semiconductor industry, the Company respectfully submits that selected financial information for the year ended October 31, 2002 is of little value to holders of the notes.

Securities and Exchange Commission
September 29, 2006
Page 2

     Should the Staff have any comments regarding the foregoing or regarding the enclosed Form F-4, please contact the undersigned at (650) 463-2643 or William Davisson of this firm at (650) 463-2660.

Very truly yours,
 

/s/ Anthony J. Richmond  

Anthony J. Richmond
of LATHAM & WATKINS LLP 

cc:  Avago Technologies Finance Pte. Ltd.