Marvell Technology Group (MRVL)

“Permitted Subordinated Debt” means unsecured subordinated Debt of the Borrower that (a) is not guaranteed by any Subsidiary other than a Guarantor (on an unsecured subordinated basis, as provided below) and which guarantee provides for the release and termination thereof, without action by any party, upon any release and termination of such Subsidiary’s Transaction Guarantee, (b) does not mature or amortize or require any payment of principal, and is not subject to any sinking fund requirement, prior to the first anniversary of the Maturity Date, (c) is not convertible into or exchangeable into any Debt or Equity Interest other than Qualified Equity Interests, (d) is subordinated to the Obligations on terms customary in the subordinated high yield debt market at the time of incurrence, (e) the covenants, prepayment and repurchase provisions and events of default of which are no more burdensome or restrictive to the Credit Parties than those that are customary in the subordinated high yield debt market at the time of incurrence and (f) has other terms and conditions that, taken as a whole, are not more burdensome or restrictive to the Credit Parties that those set forth in this Agreement.

“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

“Plan” means any employee pension benefit plan (except a Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section 412 of the Internal Revenue Code or Section 302 of ERISA, and in respect of which the Borrower or any ERISA Affiliate is (or, if such plan were terminated, would under Section 4069 of ERISA be deemed to be) a “contributing sponsor” as defined in Section 4001(a)(13) of ERISA.

“Pledge Agreement” means the US Pledge Agreement, the Bermuda Pledge Agreement, the Singapore Share Charge and any other pledge agreement, charge agreement, instrument or document executed and delivered pursuant to Section 5.12 or Section 5.13 pursuant to which the Equity Interests of any Marvell Company are pledged to secure any of the Secured Obligations.

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“Pricing Schedule” means the Pricing Schedule attached hereto.

“Prime Rate” means the rate of interest per annum announced from time to time by Credit Suisse as its prime rate in effect at its principal office in New York City, New York.  Each change in the Prime Rate will be effective for purposes hereof from and including the date such change is announced as being effective.

“Pro Forma Basis” means, with respect to compliance with any test or covenant hereunder and in connection with any event or transaction requiring a calculation on a Pro Forma Basis for any period, compliance with such test or covenant after giving effect to such event or transaction, and (i) in the case of any Business Acquisition (other than the Acquisition) or Material Disposition, including pro forma adjustments consistent with Article 11 of Regulation S-X of the Securities Act and any other adjustments reasonably acceptable to the Administrative Agent and which are certified by a Financial Officer as being reasonable and made in good faith, and using for purposes of determining such compliance (x) in the case of any Business Acquisition, the historical financial statements of all entities or assets so acquired or to be acquired and (y) the consolidated financial statements of the Borrower and its Subsidiaries which shall be reformulated as if such Business Acquisition or Material Disposition, and any other Business Acquisitions or Material Dispositions that have been consummated during such period, had been consummated on the first day of such period, (ii) in the case of any incurrence of Debt, assuming such Debt was incurred on the first day of such period and assuming that such Debt bears interest during the portion of such period prior to the date of incurrence at, in the case of Debt bearing interest at a floating rate, the weighted average of the interest rates applicable to outstanding Loans during such period and, in the case of Debt bearing interest at a fixed rate, such fixed rate and (iii) in the case of any prepayment of Debt, assuming that such prepayment had occurred on the first day of such period. To the extent applicable, such pro forma calculations may be based on financial statements of the Marvell Companies prepared with respect to any period ending on or prior to the Closing Date, notwithstanding that such historical financial statements may be restated for the Stated Restatement Reasons.

“Pro Forma Compliance” means, at any date of determination, that the Borrower shall be in pro forma compliance with the financial covenants set forth in Section 6.13 and Section 6.14 as of the last day of the most recent Fiscal Quarter end (computed on the basis of (a) balance sheet amounts as of the most recently completed Fiscal Quarter and (b) income statement amounts for the most recently completed period of four consecutive Fiscal Quarters, in each case for which financial statements have been delivered to the Administrative Agent and calculated on a Pro Forma Basis in respect of the event giving rise to such determination).

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“Qualified Equity Interests” means all Equity Interests of a Person other than Disqualified Equity Interests.

“Register” has the meaning specified in Section 9.04(c).

“Related Parties” means, with respect to any specified Person, such Person’s Affiliates and the respective directors, officers, employees, agents, advisors, controlling persons and members of such Person and its Affiliates.

“Required Lenders” means, at any time, Lenders having outstanding Loans representing at least 51% of the sum of all outstanding Loans at such time.

“Restricted Payment” means any dividend or other distribution (whether in cash, securities or other property) with respect to any Equity Interest in any Marvell Company, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Equity Interest in any Marvell Company.

“S&P” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc.

“SEC” means the Securities and Exchange Commission.

“Secured Obligations” has the meaning specified in the Security Documents.

“Secured Parties” has the meaning specified in the Security Documents.

“Security Agreement” means the Security Agreement among the Domestic Subsidiaries and the Administrative Agent, substantially in the form of Exhibit G.

“Security Documents” means the Pledge Agreements, the Security Agreement, the Mortgages and each other security agreement, instrument or document executed and delivered pursuant to Section 5.12 or Section 5.13 to secure any of the Secured Obligations.

“Seller” means Intel Corporation, a Delaware corporation.

“Singapore Share Charge” means the Share Charge among certain of the Marvell Companies and the Administrative Agent, substantially in the form of Exhibit E.

“Stated Restatement Reasons” means any restatement of the financial statements of the Marvell Companies prepared with respect to any period ending

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on or prior to the Closing Date primarily to record additional non-cash charges for stock-based compensation expense related to certain stock option grants by the Borrower made prior to the Closing Date and associated tax liability.

“Statutory Reserve Adjustment” means a fraction (expressed as a decimal), the numerator of which is the number one and the denominator of which is the number one minus the aggregate of the maximum reserve percentages (including any marginal, special, emergency or supplemental reserves) expressed as a decimal established by the Federal Reserve Board to which the Administrative Agent is subject with respect to eurocurrency funding (currently referred to as “Eurocurrency Liabilities” in Regulation D of the Federal Reserve Board).  Such reserve percentages will include those imposed pursuant to such Regulation D.  Eurodollar Loans will be deemed to constitute eurocurrency funding and to be subject to such reserve requirements without benefit of or credit for proration, exemptions or offsets that may be available from time to time to any Lender under such Regulation D or any comparable regulation.  The Statutory Reserve Adjustment will be adjusted automatically on and as of the effective date of any change in any applicable reserve percentage.

“subsidiary” means, with respect to any Person (the “parent”) at any date, (a) any corporation, limited liability company, partnership or other entity the accounts of which would be consolidated with those of the parent in the parent’s consolidated financial statements if such financial statements were prepared in accordance with GAAP as of such date and (b) any other corporation, limited liability company, partnership or other entity (i) of which securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power or, in the case of a partnership, more than 50% of the general partnership interests are, as of such date, owned, controlled or held, or (ii) that is otherwise Controlled as of such date, by the parent and/or one or more of its subsidiaries.

“Subsidiary” means any subsidiary of the Borrower.  For purposes of the representations and warranties made herein on the Closing Date, the term “Subsidiary” includes any subsidiary acquired by the Borrower pursuant to the Acquisition.

“Taxes” means any and all present or future taxes, levies, imposts, duties, deductions, charges or withholdings imposed by any Governmental Authority.

“Total Capitalization” means, as of any date, the sum of (a) Total Debt as of such date and (b) total shareholders’ equity of the Borrower as of such date.

“Total Debt” means, as of any date, the aggregate principal amount of Debt of the Borrower and its Subsidiaries outstanding as of such date, determined on a consolidated basis in accordance with GAAP; provided that the term “Total

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